TCR_Public/131009.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 9, 2013, Vol. 17, No. 280


                            Headlines

1250 OCEANSIDE: Plan Confirmation Hearing to Commence Feb. 3
ADEPT TECHNOLOGIES: Gets 6th Interim Order to Use Cash Collateral
ALLIANCE HEALTHCARE: Moody's Cuts Upsized Sec. Credit Rating to B1
ALLIED SPECIALTY: Moody's Assigns B2 CFR & Rates $200MM Notes B3
ALLIED SPECIALTY: S&P Assigns 'B+' CCR & Rates $200MM Notes 'B+'

ALLIED SYSTEMS: Has Green Light to Sell Assets to 1st Lien Agents
ALLIED SYSTEMS: Has Until Dec. 10 to File Chapter 11 Plan
ALPHA NATURAL: Moody's Cuts CFR to B2 & Unsec. Debt Rating to B3
AMERICAN AIRLINES: Okla. AG Urges DOJ to Approve Merger Deal
AMERICAN AIRLINES: Ernst & Young May Provide Additional Services

AMERICAN AIRLINES: Latest Statements Show $7-Mil. in Legal Fees
AMERICAN AIRLINES: To Hire 1,500 Pilots Over Next Five Years
AMERICAN PETRO-HUNTER: R. McIntosh Held 7.4% Stake at Sept. 28
ANGLO IRISH: Creditors Take Aim at Bank's Ireland Liquidators
ANGLO IRISH BANK: Seeks to Stay U.S. Fraud Suit

ANTIOCH COMPANY: Nov. 7 Hearing to Confirm Amended Plan
ANTIOCH COMPANY: Oct. 24 Hearing on Final Approval of Sale
ANTIOCH COMPANY: Vantiv Drops Bid to Compel Decision on Contract
ARCH COAL: Moody's Cuts CFR to B3 & Unsec. Debt Rating to Caa1
ARCHDIOCESE OF MILWAUKEE: Wins OK to Sell Wisconsin Property

ARCHDIOCESE OF MILWAUKEE: Seeks Hike in Baker Tilly's Fee Cap
ARCHDIOCESE OF MILWAUKEE: Court Stays Claim Objections
ATLS ACQUISITION: Asks for SJ in $69MM Whistleblower Claim
BEA EAST: Case Summary & Unsecured Creditor
BERNARD L MADOFF: Frank DiPascali Tapped for Employees' Trial

CENGAGE LEARNING: Ch. 11 Plan & Disclosure Statement Filed
CENGAGE LEARNING: Liquidation Analysis Filed
CHAMPION INDUSTRIES: Forbearance Agreement with Lenders Expires
CLUBCORP CLUB: S&P Rates $135MM Revolving Credit Facility 'BB'
COMPETITIVE TECHNOLOGIES: Conrad Mir Appointed President and CEO

DARLING INTERNATIONAL: Moody's Places 'Ba1' CFR Under Review
DARLING INTERNATIONAL: S&P Puts 'BB+' CCR on CreditWatch Negative
DETROIT, MI: Jones Day's Contract Capped at $18 Million
DETROIT, MI: Bankruptcy Could Change Muni Market, Chicago Fed Says
DORAL FINANCIAL: Moody's Lowers Sr. Unsecured Rating to 'Caa3'

ECOTALITY INC: Files Schedules of Assets and Liabilities
ECOTALITY INC: Finds $3 Million Bid to Open Bankruptcy Auction
ECOTALITY INC: Names 5 Members to Creditors' Committee
ECOTALITY INC: Employs Akin Gump as Lead Bankruptcy Counsel
EDWIN RAMOS: Bankruptcy Judge Orders BofA to Pay $10K Per Month

ENERGICO PRODUCTION: Case Summary & 20 Top Unsecured Creditors
ENERGY CONVERSION: Suit Blames Chinese Solar Firms for Demise
ENERGY SERVICES: Has Until Oct. 31 to Raise $1-Mil. in Equity
EPR PROPERTIES: S&P Affirms 'BB' CCR & Revises Outlook to Positive
EXIDE TECHNOLOGIES: To Invest More Than $7 Mil. at Vernon Plant

FAIRMONT GENERAL: Creditors' Panel Taps Sills Cummis as Counsel
FIFTH & PACIFIC: To Sell Juicy Couture Brand
FOREST OIL: S&P Affirms 'B+' Corp. Credit Rating; Outlook Negative
FRIENDFINDER NETWORKS: Dodging $3.5-Mil. Bill, CRT Capital Says
FURNITURE BRANDS: Can Employ Alvarez & Marsal as Advisor

FURNITURE BRANDS: Miller Buckfire Okayed as Investment Banker
GLYECO INC: Expects to Raise $6.8 Million From Units Offering
GRAYMARK HEALTHCARE: To Buy Foundation Corporate Headquarters
GROEB FARMS: Strikes Ch. 11 Deal With Peak Rock Unit
GROEB FARMS: Section 341(a) Creditors' Meeting Set for Oct. 31

HAWAII OUTDOOR: Can Access Cash Collateral Until Oct. 21
HUDSON'S BAY: Moody's Assigns 'B3' Rating to $300MM 2nd Lien Loan
HUDSON'S BAY: S&P Assigns 'B-' Rating to $300MM Sr. Secured Loan
ID PERFUMES: Has Worldwide License to "Kendall Jenner"
INTERFAITH MEDICAL: Has Final OK to Obtain DIP Financing of $21MM

INTRAOP MEDICAL: Firtshand Technology Completes Acquisition
IDERA PHARMACEUTICALS: Broadfin Capital Holds 7.6% Equity Stake
IDERA PHARMACEUTICALS: HealthCor Owns 5.6% Equity Stake
INVESTCORP BANK: Fitch Affirms 'BB' Issuer Default Rating
JACKSONVILLE BANCORP: Amends 10MM Subscription Rights Prospectus

JAMES RIVER: BNP Paribas Held 5.5% Equity Stake at Sept. 30
JEFFERSON COUNTY, AL: Citizens Slam Bankruptcy Plan
JVMW PROPERTIES: Wants Oct. 19 Extension of Plan Deadline
LAFAYETTE YARD: Has Interim Authority to Access $2MM DIP Loan
LAFAYETTE YARD: Can Continue to Operate Using Cash

LAFAYETTE YARD: Taps Sheldon Good as Auctioneer
LAST MILE: Panel May Hire Receivable Mgmt as Collections Agent
LAST MILE: Court Approves Whiteford Taylor as Committee Counsel
LEHMAN BROTHERS: To Pay Another $15.6-Bil. to Creditors
LEHMAN BROTHERS: Seeks Rejection of Freddie Mac's $1.2-Bil. Claim

LEHMAN BROTHERS: Has Paid More Than $2 Billion to Advisors
LEHMAN BROTHERS: Court Sets Oct. 31 Admin. Claims Bar Date
LEHMAN BROTHERS: $1.842 Billion Recovered From ADR Settlements
LEHMAN BROTHERS: Demands Documents for Baupost's $600MM Claim
LIFE CARE: Court Sets Nov. 12 as Claims Bar Date

LIGHTSQUARED INC: Dish Again Under Fire Over Bid
LILY GROUP: Seeks to Obtain $2.5-Mil. in DIP Loans from Reich
LILY GROUP: Files List of 20 Largest Unsecured Creditors
MEMORIAL PRODUCTION: S&P Affirms 'B-' Rating; Outlook Stable
MF GLOBAL: Customers Seek Closure with Final Payments

MF GLOBAL: Corzine, Others Ask Judge to Rethink Insurance Ruling
NABRUBUS INVESTMENT: Voluntary Chapter 11 Case Summary
NAVISTAR INTERNATIONAL: Fitch Affirms 'CCC' Issuer Default Ratings
NAVISTAR INT'L: Moody's Affirms 'B3' CFR & Assigns 'Caa2' to Notes
NAVISTAR INTERNATIONAL: S&P Lowers Corp. Credit Rating to 'CCC+'

NEIMAN MARCUS: Moody's Cuts CFR to 'B3' & Rates $2.9BB Loan 'B2'
NEW YORK CITY OPERA: Ch. 11 Cautionary Tale for Arts Community
NIRVANIX INC: Gets Nod for $1MM DIP, Plans Asset Sales
NNN 3500 MAPLE 26: Taps Andrews Kurth as Attorneys
NORTH CAROLINA MEDICAL: S&P Raises Bonds Rating From 'BB+'

OGX PETROLEO: Said to Weigh Bankruptcy Filing in a Month
OHANA GROUP: Exclusivity Period Extended Until Dec. 2
ORMET CORP: Shutdown Announced as Energy Transition Plan Rejected
PACIFIC RUBIALES: Moody's Affirms 'Ba2' CFR Over PMG Acquisition
PATRIOT COAL: 2 New Debtors Join Chapter 11 Case

PENN NATIONAL: Moody's Assigns Ba2 CFR & Rates Sr. Unsec. Notes B1
POSITIVEID CORP: Satisfies $1MM Debt to Directors & Officers
REAL ESTATE ASSOCIATES: Edward Schmidt Resigns as CFO
ROCKY MOUNTAIN: S&P Assigns 'B+' Rating to $27.6MM Revenue Bonds
S.A. MEDICAL: Case Summary & 20 Largest Unsecured Creditors

SAND TECHNOLOGY: Harris to Buy All Outstanding Shares to C$3.6MM
SANUWAVE HEALTH: Sells 800,000 Units for $480,000
SAVE MOST: Court Okays Deal Extending Cash Collateral Use
SPRINGLEAF FINANCE: Inks Employment Pact with President & CEO
SOUTH LAKES DAIRY: Court Confirms Reorganization Plan

STANADYNE HOLDINGS: Robert Isaman Assumes Pres. & CEO Positions
STELERA WIRELESS: Panel's Bids to Hire Polsinelli, Gavin Denied
STELERA WIRELESS: Committee May Retain GABLEGOTWALS as Counsel
STELERA WIRELESS: Wilkinson Barker Okayed as Special FCC Counsel
STELERA WIRELESS: Files Amended Schedules of Assets and Debts

SUNSHINE HOTELS: Sept. 19 Effective Date of Reorganization Plans
SUSANNA ANKRAH: Case Summary & 4 Largest Unsecured Creditors
TOWER GROUP: Fitch Lowers Issuer Default Rating to 'B'
TRAINOR GLASS: Court Schedules Nov. 6 Disclosure Statement Hearing
TRANS ENERGY: To Sell Marcellus Assets for $11.2 Million

TRINITY COAL: Bankruptcy-Exit Strategy Heads to Creditors
UPH HOLDINGS: Plan Disclosures Hearing on Nov. 6
VALLEY AND MOUNTAIN: Voluntary Chapter 11 Case Summary
VPR OPERATING: Panel Taps Newera Consulting as Financial Advisors

WALLDESIGN INC: Files Liquidating Plan; DS Hearing on Nov. 20
WARNER CHILCOTT: S&P Withdraws 'BB' Corporate Credit Rating
WARNER MUSIC: Inks Headquarters Lease with Paramount Group
WOLFE BROTHERS: Involuntary Chapter 11 Case Summary
YUKOS CAPITAL: $186MM Award Upheld in Oil Loan Row

* Beijing Urges U.S. to Avoid Default
* Financial Execs See Dire Consequences to Potential U.S. Default
* U.S. Default Seen as Catastrophe Dwarfing Lehman's Fall

* Puerto Rico Debt Troubles U.S. Regulators
* Car-Parts Workers End Strike in South Africa

* Interest Rate Hikes Shrinking "Refinancible" Population
* Loan Spigot Runs Dry for Small Businesses
* Mortgage-Investor Group Raises Concerns on Legal Settlements
* To Skirt Ch. 11, GCs to Spend More on Restructuring in 2014

* Upcoming Meetings, Conferences and Seminars

                            *********

1250 OCEANSIDE: Plan Confirmation Hearing to Commence Feb. 3
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Hawaii approved on
Oct. 4, 2013, the adequacy of the disclosure statement explaining
1250 Oceanside Partners, et al., and Sun Kona Finance I, LLC's
Joint Consolidated Plan of Reorganization dated Aug. 15, 2013.

The hearing to consider confirmation of the Plan will commence on
Feb. 3, 2014, at 9:30 a.m.  Ballots are due 14 days before the
confirmation hearing.

As reported in the TCR on Sept. 19, 2013, according to the First
Amended Disclosure Statement, the additional capital necessary to
emerge from Chapter 11 will be provided by the exit loan from SKFI
which will provide the Debtors with a line of credit of up to
$65,000,000.  Based on the Debtors' projections, the exit loan
will allow the Debtor to pay its outstanding administrative claims
and cure claims upon emergence, pay all other restructured debts
as they become due, and will provide adequate working capital for
the Debtors going forward.  A copy of the First Amended Disclosure
Statement is available at
http://bankrupt.com/misc/1250oceanside.doc384.pdf

                  About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent Creditor Sun Kona Finance I, LLC, as counsel.


ADEPT TECHNOLOGIES: Gets 6th Interim Order to Use Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court issued a sixth interim order dated
Sept. 26, 2013, authorizing ADEPT Technologies, LLC, to use cash
collateral, all of which is presently subject to a security
interest in favor of PNC Bank, National Association.  ADEPT
Technologies may use Cash Collateral in the ordinary course of
business, subject to certain terms and conditions, for a period of
45 days from the entry of the Order, unless or until a so-called
Termination Event occurs.

Subject to the terms and conditions of the Order, the Debtor is
authorized to use Cash Collateral only to satisfy:

   (i) those actual expenses reasonable and necessary to the
       Operation and maintenance of the Debtor's business in
       accordance with the 13-week cash projection;

  (ii) the unpaid fees of the Clerk of the Bankruptcy Court and
       the Office of the United States Bankruptcy Administrator
       pursuant to 28 U.S.C. Sec. 1930(a) and (b); and

(iii) the aggregate allowed unpaid fees and expenses payable
       under sections 330 and 331 of the Bankruptcy Code to any
       professional persons retained by any Court order up to
       a maximum amount of $50,000 through the Termination Date
       of the Cash Collateral Order.

As adequate protection to PNC for the use of the Cash Collateral,
the Debtor grants PNC a first priority replacement lien, nunc pro
tunc as of the Petition Date, on and in all assets of the Debtor
that comprise the PNC Collateral, including without limitation
personal property acquired or generated post-petition by the
Debtor, including without limitation all proceeds, products,
offspring, rents or profits therefrom, to the same extent and
priority as such interest existed pre-petition, and subordinate
only to the Carveout.

The Debtor is required to deliver to PNC monthly adequate
protection payments in the amount of $77,000, commencing on
October 15, 2013, and continuing on the 15th of each month through
the Termination Date.  PNC will apply the Adequate Protection
Payments to the $1.2 Million Line of Credit in accordance with the
loan documents evidencing such loan.

Attorneys for the Debtor can be reached at:

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

                    About ADEPT Technologies

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

Attorneys for creditor PNC Bank can be reached at:

         Kevin C. Gray, Esq.
         Matthew W. Grill, Esq.
         Christine K. Borton, Esq.
         MAYNARD, COOPER & GALE, P.C.
         1901 6th Avenue North, Suite 2400
         Birmingham, AL 35203-2618
         Tel: (205) 254-1000
         E-mail: kgray@maynardcooper.com
                 mgrill@maynardcooper.com
                 cborton@maynardcooper.com


ALLIANCE HEALTHCARE: Moody's Cuts Upsized Sec. Credit Rating to B1
------------------------------------------------------------------
Moody's Investors Service lowered Alliance Healthcare Services,
Inc.'s upsized senior secured credit facilities rating to B1 from
Ba3.  Alliance's intends to issue an additional $70 million senior
secured term loan due 2019, bringing the total credit facilities
to $490 million. Proceeds will be used in combination with $20
million of revolver draw and $10 million of cash to pay-off
Alliance's $100 million senior notes due 2016. Concurrently,
Moody's lowered Alliance's Probability of Default Rating to B2-PD
from B1-PD and affirmed the company's Corporate Family Rating at
B1. The outlook remains negative.

The downgrade of the company's existing credit facilities reflects
the company's repayment of junior notes, which had previously
provided added cushion to the existing senior secured credit
facilities, with senior secured debt, in accordance with Moody's
loss given default methodology. The change in the PDR to B2-PD
from B1-PD reflects the fact that the new capital structure
consists entirely of senior secured credit facilities and as a
result, Moody's has changed the expected recovery value to 65%
from 50%.

A summary of Moody's rating actions and LGD estimates are:

Alliance Healthcare Services, Inc.:

Ratings lowered:

  Probability of Default Rating to B2-PD from B1-PD

  $50 million senior secured revolving credit facility to B1
  (LGD 3, 32%) from Ba3 (LGD 3, 30%)

  $490 million senior secured term loan to B1 (LGD 3, 32%) from
  Ba3 (LGD 3, 30%)

Ratings affirmed:

  Corporate Family Rating at B1

  Speculative Grade Liquidity Rating at SGL-2

Ratings to be withdrawn at closing:

  $190 million senior notes at B3 (LGD 5, 85%)

Rating Rationale

Alliance's B1 Corporate Family Rating reflects the company's high
financial leverage, weak interest coverage and challenging top
line performance. High unemployment and weak client volumes have
adversely impacted both revenues and operating margins for
diagnostic imaging providers including Alliance. For the period
ending June 30, 2013, Alliance continued to be impacted by lower
volumes and pricing, primarily for their PET/CT business. Over the
next few quarters, we expect continued top-line softness due to
the aforementioned macroeconomic factors as well as the company's
continuing actions to rationalize non-profitable business.

The ratings benefit from Alliance's unique business model of
partnering with hospitals, which shields the company from the
direct effect of changes in third party reimbursement. This model
also allows the company to expand based on demand for services
rather than bearing the risk of non-hospital, physician-based de
novo development.

The negative outlook reflects the challenges over the next four
quarters as Alliance continues to experience a weak pricing
environment due to industry overcapacity and lower volumes
associated with declining physician visits.

Moody's does not believe that an upgrade is likely in the near-
term. However, the outlook could be changed to stable if the
company can demonstrate solid revenue and volume growth, while
also simultaneously deleveraging. Should Alliance generate
positive organic revenue growth, deleverage below 4 times and
sustain adjusted free cash flow to debt above 8%, the ratings
could be upgraded.

The ratings could be downgraded if continued pressure on the
imaging business cannot be offset through expansion and cost
containment initiatives. Moody's would consider a downgrade if the
company pursues a debt-financed acquisition, if liquidity
deteriorates, or if debt to EBITDA rises above 5 times.

Alliance HealthCare is a national provider of outpatient
diagnostic imaging and radiation oncology services. The company
maintained 482 diagnostic imaging and radiation oncology systems,
including 261 MRI systems and 117 PET and PET/CT systems at June
30, 2013. The company operates 130 fixed-site imaging centers,
which constitutes systems installed in hospitals or other medical
buildings on or near hospital campuses. The company also operates
28 radiation oncology centers and stereotactic radio surgery
facilities.


ALLIED SPECIALTY: Moody's Assigns B2 CFR & Rates $200MM Notes B3
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and a B2-PD Probability of Default ("PDR") to Allied
Specialty Vehicles, Inc. (ASV). Additionally, Moody's assigned a
B3 to ASV's $200 million Senior Secured Notes offering. ASV is a
producer of specialty vehicles, including small-and medium-size
buses, fire engines, ambulances, and recreational vehicles and is
purchasing Thor Industries, Inc's Bus reporting segment (Thor
Bus). The company operates in three segments: Commercial, Fire &
Emergency, and Recreation. The rating outlook is Stable.

Ratings Rationale

The B2 Corporate Family Rating considers the company's low margins
and free cash flow generation, providing little downside
protection in the event of a downturn, as well as the highly
cyclical nature of its end markets. Additionally, the rating
incorporates the company's significant municipal customer
concentration, especially within its Fire & Emergency segment.
Moody's notes that municipalities have been under budget
constraints and while reduced spending has hurt the company's
historical performance, it may have contributed to pent up demand
within some of ASV's end markets. It is unclear when this pent-up
demand will materialize into sales. Similarly, ASV should benefit
from an improving economic climate and related impact on end
purchasers of its recreational vehicle products. The rating also
considers the company's large installed base, national
manufacturing footprint, and significant market position in most
of its served end markets. Moreover, the stable outlook reflects
Moody's expectation of modestly improving future performance as
ASV continues to benefit from stable-to-improving end market
demand as well as cost reduction initiatives. Pro forma for the
debt-funded acquisition of Thor Bus, the company's initial debt to
EBITDA is anticipated to be in line with the rating category at
under 4 times for 2014 while expected 2014 coverage of over 2.0x
is also supportive of a B2 CFR.

ASV is issuing the Notes and borrowing on its new $150 million
asset-backed facility (unrated) to refinance its existing
indebtedness and to fund the acquisition of Thor Bus. The B3
rating on ASV's $200 million Senior Secured Notes due 2020
reflects its second priority claim on current assets behind the
first priority claim held by the $150 million ABL and its first
priority claim on all other assets. We believe the notes will
experience low recovery for noteholders in the event of default.

Moody's expects ASV to have adequate liquidity over the next 18
months. Moody's anticipates that the company will have a limited
cash cushion and will make use of its revolver. Moreover, Moody's
expects ASV to apply most of its free cash flow to debt given its
modest capital expenditure requirements. The company's liquidity
benefits from its covenant-lite structure.

Issuer: Allied Specialty Vehicles, Inc

Assignments:

  CFR: B2

  PDR: B2-PD

  $200 Million Senior Secured Notes: B3 LGD5, 77%

Rating Outlook: Stable

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

The Stable rating outlook reflects the expectation of moderately
improving performance over the next 12 to 18 months as ASV's end
markets continue to improve and as the company manages through the
acquisition. Moreover, we believe the acquisition of certain Thor
products should support short term margin improvement.

The ratings or outlook could be downgraded if the company's EBIT
margins contracted or Moody's-Adjusted Debt to EBITDA was expected
to exceed 4.75x on a sustainable basis. Additionally, shareholder
friendly initiatives, like a preferred stock redemption or a
common equity distribution, could also create meaningful ratings
pressure.

A rating upgrade over the intermediate term is unlikely. However,
the outlook or rating could be upgraded if faster-than-anticipated
operating improvement led to EBITA margins of 8% or greater and
Debt to EBITDA improved to below 4.0x and was anticipated to
improve further. A meaningful improvement in its recreational
vehicle and its commercial margins would also support positive
ratings traction so long as the Fire and Emergency segment was not
under pressure.

ASV is a producer of specialty vehicles that operates in three
segments: Commercial, Fire & Emergency, and Recreation. The
company employs over 4,200 employees at its 14 manufacturing
facilities around the United States and is headquartered in
Florida.


ALLIED SPECIALTY: S&P Assigns 'B+' CCR & Rates $200MM Notes 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Allied Specialty Vehicles Inc. (ASV).  The
outlook is stable.  At the same time, S&P assigned its 'B+' issue
rating to the company's proposed $200 million senior secured notes
due 2020.  The recovery rating is '3', which indicates S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default.  S&P expects the company to use the proceeds from
the notes to fund the acquisition of Thor Bus and refinance its
existing debt.

The rating on ASV reflects S&P's view of the company's business
risk profile as "weak" and its financial risk profile as
"aggressive."  "Our assessment of the company's weak business risk
profile reflects its participation in highly competitive and
somewhat cyclical end markets, limited product diversity, moderate
customer concentration, and lack of geographic diversity," said
credit analyst Carol Hom.  These factors are offset somewhat by
ASV's large installed base and its recognizable brand names in the
various end markets it serves.  The acquisition of Thor Bus
continues ASV's strategy to invest in multiple specialty vehicle
platforms to capture economies of scale and market
coverage.

ASV manufactures primarily specialty vehicles and encompasses a
number of manufacturers that make various types of vehicles,
including emergency vehicles (such as ambulances and fire trucks),
school buses, and motorized recreational vehicles (RVs).  Each of
these manufacturers has well-known industrial brand names and
operates in various end markets.  S&P believes that the company is
one of the top three manufacturers in each of the segments it
operates in.

S&P believes that demand for ASV's vehicles, specifically its
commercial and fire and emergency businesses, is sensitive to
municipal spending budgets.  In addition, prospects in the
company's RV segment are tied to improvement in the overall
economy, since demand in its motorized RV business is highly
dependent on consumers' discretionary income, volatile gasoline
prices, and the availability of consumer credit.  Municipal end
markets could provide a bit more consistency of orders, but
although essential equipment still needs to be replaced as it
ages, these markets are subject to the current fiscal conditions
at the time of replacement.  S&P expects ASV's organic revenues to
increase modestly in 2013 as its end markets gradually improve
with the improvement in the domestic economy.  S&P expects EBITDA
margin to remain relatively steady in the low- to mid-single digit
range.

ASV sells its products to both its dealer network and directly to
end customers.  S&P expects the company's overall diversity to
remain limited because of its North American footprint and
somewhat concentrated customer base; the top 10 customers account
for roughly 25% of revenues.  S&P expects demand for ASV's
vehicles to remain somewhat cyclical, but the company should
continue to benefit from longstanding customer relationships, as
well as from its sizable installed base providing more stability.
ASV is majority owned by private-equity firm American Industrial
Partners.  S&P views the company's management and governance as
"fair."

S&P views the company's financial risk profile as "aggressive."
ASV will likely maintain fairly consistent credit measures with
modest positive free cash flow generation as demand in the near
term is expected to increase as the global economy improves and as
aging essential equipment needs to be replaced.  Pro forma for the
proposed transaction, we expect total debt to EBITDA (adjusted
to include operating leases) to be less than 5x and funds from
operations (FFO) to total debt of approximately 12%.  For the
rating, S&P expects ASV to maintain total leverage of 4x-5x over
the next 12-18 months.

The outlook is stable.  The stable outlook incorporates S&P's
expectation that ASV's credit measures will remain steady, with
total debt to EBITDA in the 4x-5x range.

S&P could lower the ratings if market demand for ASV's vehicles
declines due to weak economic conditions, if a lack of credit
availability causes demand for big-ticket equipment purchases to
decline, or if pressure on municipal budgets results in leverage
being greater than 5x for an extended period.  The company's weak
business profile coupled with its majority ownership by a private-
equity firm limits any potential for an upgrade.


ALLIED SYSTEMS: Has Green Light to Sell Assets to 1st Lien Agents
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Allied Systems Holdings, Inc., et al., to sell assets to an
acquisition entity formed by prepetition first lien agents -- BDCM
Opportunity Fund II L.P., Black Diamond CLO 2005-1 Ltd., Spectrum
Investment Partners, L.P. and AMMC VIII, Limited -- and enter into
an asset purchase agreement with the first lien agents.

The Court approved co-administrative agents Black Diamond and
Spectrum, to purchase the assets for a credit bid.  The first lien
debt amounts to $244,021,526.

The Court overruled objections to the sale.

The Troubled Company Reporter on Sept. 5, 2013, citing a Law360
report, said the losing bidder for the Debtor's assets urged the
Delaware bankruptcy judge to reject a proposed $105 million sale
to a pair of private equity firms, saying Allied's Chapter 11
auction was a "sham" that ignored court-approved rules.

According to the Law360 report, Allied tapped the combined bid
from units of PE firms Black Diamond Capital Partners LLC and
Spectrum Investment Partners LP as the highest and best offer
following a two-day auction, but Jack Cooper Holdings Corp.
contends the process failed to follow the court-approved bidding
and sale procedures.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLIED SYSTEMS: Has Until Dec. 10 to File Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Allied Systems Holdings, Inc., et al.'s exclusive periods to file
a Chapter 11 Plan until Dec. 10, 2013, and solicit acceptances for
the Plan until Feb. 10, 2014.

As reported in the Troubled Company Reporter on Sept. 9, 2013,
according to Marisa A. Terranova, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, an extension of the
exclusive periods will permit the Debtors and their creditors to
make additional progress towards resolution of the bankruptcy
cases.

Mark D. Collins, Esq., and Christopher M. Samis, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware; and
Jeffrey W. Kelley, Esq., Ezra H. Cohen, Esq., Carolyn P. Richter,
Esq., Matthew R. Brooks, Esq., and Benjamin R. Carlsen, Esq., at
Troutman Sanders LLP, in Atlanta, Georgia, also represent the
Debtors.

                       About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. first filed for chapter 11 protection (Bankr.
N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005.
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the
Debtors in the 2005 case.  Allied won confirmation of a
reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALPHA NATURAL: Moody's Cuts CFR to B2 & Unsec. Debt Rating to B3
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Alpha Natural
Resources, Inc., including the company's Corporate Family Rating
(CFR) to B2 from B1, Probability of Default Rating (PDR) to B2-PD
from B1-PD, the rating on senior secured term loan to Ba2 from
Ba1, and the ratings on senior unsecured debt to B3 from B2. The
outlook is stable. The speculative grade liquidity (SGL) rating
remains unchanged at SGL-2. This concludes the review initiated on
August 5, 2013. The rating action was prompted by recent
deterioration in performance and persistent weakness in market
conditions for both thermal and metallurgical coal.

Rating Rationale:

The rating action was prompted by recent deterioration in
performance due to continuing weakness in the coal industry, and
our expectation that while both thermal and metallurgical markets
have reached bottom, the potential for material recovery in demand
and pricing is limited. Assuming benchmark settlements for high
quality metallurgical coal remain at around $155 over the next
eighteen months, we expect average realization per ton to decline
in 2014 relative to 2013, with Debt/ EBITDA, as adjusted by
Moody's, approaching 10x through the end of 2014 and annual
negative free cash flows in the $150 - $300 million range. We
believe that metallurgical coal prices will need to increase to
$175 per ton in 2015 for Alpha's metrics to return to sustainable
levels. Although we anticipate that persistently low benchmark
pricing will drive additional supply rationalization in the
seaborne met market over the next eighteen months, continuing
weakness in the global steel industry and weak Australian dollar
may limit price recovery. Given Alpha's substantial concentration
in metallurgical coal (roughly quarter of total shipments by
volume), the company's metrics are highly sensitive to met price
assumptions, which constrains the ratings.

Alpha's liquidity position is good, including $1 billion in cash
and marketable securities and nearly $1 billion available under
the revolver (subject to $300 million minimum liquidity
requirement). We believe that following the recent covenant
amendment, Alpha will have no problem accessing its revolver until
its maturity in 2016. We also expect the company to have
sufficient cash balance to address 2015 maturity of $417 million
in convertible bonds.

Stable outlook reflects our expectation that some recovery can be
reasonably expected in metallurgical coal markets over medium
term, while industry conditions in the thermal markets will not
deteriorate any further.

The ratings could be upgraded should metallurgical and/or thermal
coal prices recover, such that the company's leverage, as
adjusted, is expected to track below 5x and free cash flow is
expected to turn positive. A further downgrade would result if
liquidity deteriorates, negative free cash flows persist beyond
2014, and/or Debt/ EBITDA is expected to be above 6x beyond 2014
on a sustainable basis.

Alpha Natural Resources is one of the largest coal companies in
the US, and the largest US producer and exporter of metallurgical
(met) coal. The company's operations are located in the Central
Appalachia (CAPP) and Northern Appalachia (NAPP) regions, as well
as the Powder River Basin (PRB). For the twelve months ended June
30, 2013, Alpha generated revenues of $5.7 billion on 97 million
tons sold, including 20 million tons of metallurgical coal. The
company also controls approximately 4.5 billion tons of coal
reserves and approximately 25-30 million tons of export terminal
capacity.

The principal methodology used in this rating was the Global
Mining Industry Methodology published in May 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.


AMERICAN AIRLINES: Okla. AG Urges DOJ to Approve Merger Deal
------------------------------------------------------------
Law360 reported that Oklahoma's attorney general on Oct. 3 urged
the U.S. Department of Justice to approve the merger of AMR Corp.
and US Airways Group Inc., saying the deal would rescue AMR's
bankrupt American Airlines Inc. and protect thousands of jobs in
the state.

According to the report, in a letter to the DOJ, state Attorney
General Scott Pruitt said his office had reviewed the tie-up --
which would establish the world's largest airline -- and found no
violation of Oklahoma's antitrust laws.

                      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: Ernst & Young May Provide Additional Services
----------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan authorized Ernst & Young
LLP to provide additional tax advisory and audit services to AMR
Corp.

The new tax services to be provided by the firm include project
initiation and meeting with the Internal Revenue Service in
connection with the preparation and drafting of a closing
agreement, facilitating IRS' response to the closing agreement,
and identifying state withholding tax deposit issues.

Ernst & Young will also audit and report on the financial
statements and supplemental schedules of the American Eagle
Puerto Rico Capital Accumulation Plan for Employees of
Participating AMR Eagle Holding Corp. Subsidiaries for the period
July 8 to Dec. 31, 2011, and for the year ended Dec. 31, 2012.

A full-text copy of the engagement letter is available without
charge at http://is.gd/g24vtk

Ernst & Young will charge AMR for the new tax services on its
agreed hourly rates for such services, which range from $242 for
staff to $697 for partners or principals.  Meanwhile, AMR will
pay the firm a fixed fee of $40,000 for the audit services.

                      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: Latest Statements Show $7-Mil. in Legal Fees
---------------------------------------------------------------
Weil Gotshal & Manges LLP and 27 other firms filed their
monthly fee statements for payment of fees and work-related
expenses for services provided in connection with the Chapter 11
cases of AMR Corp. and its affiliated debtors.

The documents show that the firms earned more than $7.03 million
in fees and incurred $193,412 in expenses.  Of the total fees,
about $1.8 million was earned by Weil Gotshal.

The fee statements of Weil Gotshal, Grant Thornton LLP, Togut
Segal & Segal LLP and Winstead PC cover the period July 1 to 31,
2013 while the fee statements of Harris Finley and Bill Isenegger
cover the period July 1 to August 31, 2013.  The rest cover the
period August 1 to 31, 2013.

Meanwhile, Robert Keach, the fee examiner, seeks payment of
$19,286, which is 80% of the total fees he earned for the period
August 1 to 31, 2013.

                      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: To Hire 1,500 Pilots Over Next Five Years
------------------------------------------------------------
American Airlines announced on Sept. 30 that it is beginning the
process to recruit and hire approximately 1,500 new pilots over
the next five years, American's largest pilot hiring in more than
a decade.

American will open the job posting Oct. 1, with the first new-
hire class expected to begin training this winter.

American's ability to welcome new pilots is a result of its broad
fleet renewal efforts that include taking delivery of new single-
aisle Airbus aircraft and a mix of narrowbody and widebody Boeing
aircraft, an expansion of flying to international destinations
important to customers, projected pilot retirements and the
Federal Aviation Administration's new rest and duty time rules
that come into effect in 2014.  This news reflects the
measureable progress and momentum the airline has achieved
through its restructuring, along with its strengthened financial
position.

Capt. John Hale, American's Vice President -- Flight said: "We're
providing our current pilots with the strongest career
advancement and growth opportunities in more than a decade, while
continuing to build a premier airline and world-class employer
they can be proud to fly for throughout their careers.  American
takes great pride in the exceptional quality of our pilots, and
we're excited to continue building our team through this
selective hiring and recruitment process.  We're confident that
our proposed merger with US Airways will provide even greater
opportunities for all of our people."

American currently anticipates the need to initially hire
approximately 45 to 50 pilots per month through at least summer
2014, including pilots from American Eagle Airlines, Inc. and the
appropriate balance from external sources.  The comprehensive
hiring process will include an online assessment evaluating each
pilot's skill set, experience and compatibility with American's
brand values; interviews; and a multi-step background check
process.  Interested candidates are encouraged to visit
aacareers.com.

                      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 PETRO-HUNTER: R. McIntosh Held 7.4% Stake at Sept. 28
--------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Robert B. McIntosh disclosed that as of
Sept. 28, 2013, he beneficially owned 5,001,844 shares of common
stock of American Petro-Hunter Inc. representing 7.4 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/gKv9vd

                     About American Petro-Hunter

Wichita, Kansas-based American Petro-Hunter, Inc., is an oil and
natural gas exploration and production (E&P) company with current
projects in Payne and Lincoln Counties in Oklahoma.

Weaver Martin & Samyn, LLC, in Kansas City, Missouri, 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 and is dependent upon the continued sale of its
securities or obtaining debt financing for funds to meet its cash
requirements.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


American Petro-Hunter disclosed a net loss of $3.30 million on
$308,770 of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $2.73 million on $317,931 of revenue during the
prior year.  As of June 30, 2013, the Company had $1.79 million in
total assets, $1.96 million in total liabilities and a $164,085
total stockhodlers' deficit.


ANGLO IRISH: Creditors Take Aim at Bank's Ireland Liquidators
-------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
officials in charge of wrapping up the affairs of what was once
one of Ireland's largest banks deny they engaged in "destruction
of critical records" in liquidation proceedings in their home
country.

                       About Anglo Irish

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation (IBRC).

Standard & Poor's Ratings Services said that it lowered its long-
and short-term counterparty credit ratings on Irish Bank
Resolution Corp. Ltd. (IBRC) to 'D/D' from 'B-/C'.   S&P also
lowered the senior unsecured ratings to 'D' from 'B-'.  S&P then
withdrew the counterparty credit ratings, the senior unsecured
ratings, and the preferred stock ratings on IBRC.  At the same
time, S&P affirmed its 'BBB+' issue rating on three government-
guaranteed debt issues.

The rating actions follow the Feb. 6, 2013, announcement that the
Irish government has liquidated IBRC.

The former Irish bank sought protection from creditors under
Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr.
D. Del., Case No. 13-12159).  The former bank's Foreign
Representatives are Kieran Wallace and Eamonn Richardson.  Its
U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M.
Madron, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.


ANGLO IRISH BANK: Seeks to Stay U.S. Fraud Suit
-----------------------------------------------
Law360 reported that Chapter 15 petitioner Irish Bank Resolution
Corp. Ltd., formerly known as Anglo Irish Bank, urged a Delaware
bankruptcy judge on Oct. 4 to impose a temporary stay on a group
of former customers suing the bank for fraud, saying the estate
will suffer if the lawsuit isn't halted.

According to the report, Dublin-based IBRC's foreign
representatives want the fraud suit stayed until the court hears
its Chapter 15 petition for recognition of its Irish liquidation
proceedings. They asked the court on Oct. 4 to overrule the
customers' objection to this provisional relief, the report
related.

                        About Anglo Irish

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation (IBRC).

Standard & Poor's Ratings Services said that it lowered its long-
and short-term counterparty credit ratings on Irish Bank
Resolution Corp. Ltd. (IBRC) to 'D/D' from 'B-/C'.   S&P also
lowered the senior unsecured ratings to 'D' from 'B-'.  S&P then
withdrew the counterparty credit ratings, the senior unsecured
ratings, and the preferred stock ratings on IBRC.  At the same
time, S&P affirmed its 'BBB+' issue rating on three government-
guaranteed debt issues.

The rating actions follow the Feb. 6, 2013, announcement that the
Irish government has liquidated IBRC.

The former Irish bank sought protection from creditors under
Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr.
D. Del., Case No. 13-12159).  The former bank's Foreign
Representatives are Kieran Wallace and Eamonn Richardson.  Its
U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M.
Madron, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.


ANTIOCH COMPANY: Nov. 7 Hearing to Confirm Amended Plan
-------------------------------------------------------
The Bankruptcy Court, according to The Antioch Company, et al.'s
case docket, approved the adequacy of the information in the
Amended Disclosure Statement explaining the Amended Plan of
Reorganization proposed by the Joint Debtors and the Official
Committee of Unsecured Creditors.

The Court will convene a hearing on Nov. 7, 2013, at 9:30 a.m., to
consider the confirmation of plan.

At the Oct. 1 hearing to approve the Disclosure Statement, the
Plan proponents resolved the objections, and the Court ordered
that a modified plan and disclosure statement be filed.

Also on Oct. 1, the proponents filed an Amended Disclosure
Statement and Plan, which generally provides for two restructuring
alternatives: (i) a stand-alone reorganization with equity
ownership of the Reorganized Company held by a liquidating trust
for the benefit of the Debtors' creditors; or (ii) the acquisition
of the Reorganized Company's assets or equity though investment by
a plan sponsor, with proceeds of the investment being contributed
to a liquidating trust.

Under either scenario, certain cash generated during the Chapter
11 cases and the liquidation of any remaining assets not necessary
to operate the Reorganized Company will be distributed to
creditors in accordance with the priority scheme of the Bankruptcy
Code via a liquidating trust.

The Debtors and the Committee presently believe that a stand-alone
reorganization is the most likely outcome.

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

In previous filings with the Court, the Committee joined in the
Debtors' response to the objections filed by the U.S. Trustee and
Vantiv LLC to the Disclosure Statement.  The Plan was originally
dated Aug. 28, 2013.

The Committee said it is sensitive to ensuring that creditors
receive adequate information.  Indeed, the Committee, whose
members hold a substantial amount of the unsecured claims in these
cases, has been intimately involved in the negotiation and
formulation of all facets of the Plan and Disclosure Statement.

On Sept. 30, the Debtors requested that the objections be
overruled stating that, among other things:

   1. certain of the issues raised in the objections are actually
      plan confirmation issues that must have little or no bearing
      on the Court's decision to approve a disclosure statement;

   2. despite the issues raised in the objections, the only
      question for the Court to consider is:"does the Disclosure
      Statement adequately disclose, among other things, the terms
      of the Plan, the effect of the Plan and the risks associated
      with the Plan?"  The Debtors submit that the Amended
      Disclosure Statement answers those questions in the
      affirmative and satisfies the "adequate information"
      standard.

                            Objections

Vantiv LLC asked the Court to deny approval of the Disclosure
Statement in its current form, because the Disclosure Statement
fails to, among other things:

   -- provide sufficient information for Vantiv to understand and
      make determinations about the Debtors' plan;

   -- identify the intended treatment of the agreement; and

   -- identify how Vantiv's claims are treated under the
      agreement.

The U.S. Trustee said the Disclosure Statement and Plan do not
contain adequate information as required by Section 1125(a) of the
Bankruptcy Code.

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

Sean D. Malloy, Esq. -- smalloy@mcdonaldhopkins.com -- at McDonald
Hopkins LLC; and Clinton E. Cutler, Esq. -- ccutler@fredlaw.com --
represent the Debtor as counsel.

Michael B. Fisco -- michael.fisco@FaegreBD.com -- at Faegre Baker
Daniels LLP, represents the Committee.

                   About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee.  Faegre Baker Daniels LLP serves as its
counsel.  Crowe Horwath LLP serves as its financial advisor.


ANTIOCH COMPANY: Oct. 24 Hearing on Final Approval of Sale
----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Oct. 24, 2013, at
1:30 p.m., to consider final approval of the sale of The Antioch
Company's assets, and assumption and assignment of leases.

The Court, in an order dated Sept. 27, approved in their entirety
(i) the stalking horse purchase agreement with Sangamon, LLC; and
the break-up fee set at 4% of the initial purchase price.

The Stalking horse bidder agreed to purchase the Debtors' estates
for $750,000.  The purchase will include a parcel of commercial
real property, commonly known as 888 Dayton Street in Yellow
Springs, Ohio.  The leases are also included in the sale.

The Debtors scheduled an Oct. 23 auction for the assets at the
offices of Fredrikson & Byron, 200 South Sixth Street, Suite 4000,
Minneapolis, Minnesota.

In a separate order dated Sept. 30, the Court authorized the
Debtor to enter into a postpetition agreement with Panstoria,
Inc., amending the agreement to provide that the definitions of
StoryBook Software, Memory Manager Software, Artisan Program, and
Historian Program include versions 3.0 and 4.0 of the respective
software/programs.

As reported in the Troubled Company Reporter on Sept. 16, 2013,
the Debtors are selling and assigning their rights to the use of
the StoryBook Software and Memory Manager Software to Panstoria in
exchange for cash and other consideration to the estates.

Panstoria (formerly known as Caspedia Corporation), has partnered
with the Debtors to support all of the Debtors' digital platform
offerings.  Over the years, the Debtors and Panstoria have been
parties to various licensing and software agreements for certain
digital and printing capabilities.  Panstoria is the owner of the
primary software that supports the Debtors' current digital
business.  On June 24, 2011, Panstoria and Antioch executed a
Software License Agreement (the StoryBook Agreement), whereby
Antioch obtained a non-exclusive license to reproduce and
sublicense the Artisan Program (as modified) under the title
"StoryBook Creator Plus 4.0"

The Agreement outlines economic factors (both cash and waiver of
certain claims) well as other non-economic obligations between the
parties.  Under the terms of the agreement, Antioch is agreeing to
perform these, subject to Court approval:

   a. acknowledge that the license under Section 2(d) of the
      StoryBook Agreement is terminated, Antioch no longer has any
      rights in or to the Encryption Code, and Antioch assigns any
      and all of its licensed interests that it may have in the
      Encryption Code back to Panstoria;

   b. grant Panstoria the right and license to market and sell on
      a non-exclusive basis Antioch's digital art kits for a
      period of six months from the Effective Date; and

   c. grant Panstoria permission to release Updates to the
      StoryBook Software, and Updates to the Memory Manager
      Software at any time prior to the termination of the
      Agreement, including Updates that will create a print
      service for StoryBook Users that will permit them to order
      print products from Panstoria.

                   About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Sean D.
Malloy, Esq., at McDonald Hopkins LLC; and Clinton E. Cutler,
Esq., represent the Debtor as counsel.  Antioch disclosed $10
million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee. Michael B. Fisco, Esq., at Faegre Baker
Daniels LLP represents the Committee.  Crowe Horwath LLP serves as
its financial advisor.


ANTIOCH COMPANY: Vantiv Drops Bid to Compel Decision on Contract
----------------------------------------------------------------
Vantiv, LLC filed a notice with the Bankruptcy Court to inform
that it has withdrawn its motion for expedited relief and for an
order (i) fixing Aug. 17, 2013, as the date by which The Antioch
Company, et al., must assume or reject an executory contract; and
(ii) modifying the automatic stay to enforce its rights under
contract.

The withdrawal was pursuant to an agreed order among the Debtors,
Vantiv and the Official Committee of Unsecured Creditors.  The
agreement also provided that, among other things:

   i) the Debtors are authorized and directed to maintain the
postpetition reserve in the amount of $50,000 in accordance with
the interim order dated Sept. 4, 2013, plus unused funds, if any,
in the prepetition reserve Vantiv holds;

  ii) the Debtors will maintain their existing bank accounts of
record with current and sufficient funds to cover the valid fees,
chargebacks, returns, and any other applicable assessment due from
the Debtors to Vantiv under the terms of the agreement in the
ordinary course of the Debtors' business; and

iii) the Debtors are authorized and directed to pay valid
chargebacks and expenses through Vantiv's credit card processing
system in accordance with the agreement, without prejudice to any
party's right to seek disgorgement in the event of the
administrative insolvency of the Debtors' bankruptcy case.

The parties reserve all rights regarding the issues relating to
any satisfaction of prepetition chargebacks occurring
postpetition.

                   About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee.  Faegre Baker Daniels LLP serves as its
counsel.  Crowe Horwath LLP serves as its financial advisor.


ARCH COAL: Moody's Cuts CFR to B3 & Unsec. Debt Rating to Caa1
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Arch Coal
(Arch), including the company's Corporate Family Rating (CFR) to
B3 from B2, Probability of Default Rating (PDR) to B3-PD from B2-
PD, the rating on senior secured credit facility to B1 from Ba3,
and the ratings on senior unsecured debt to Caa1 from B3. The
outlook is negative. At the same time we upgraded the company's
speculative grade liquidity (SGL) rating to SGL-2 from SGL-3 to
reflect the substantial cash inflow from the recent sale of Canyon
Fuel assets. This concludes the review initiated on August 5,
2013. The rating action was prompted by recent deterioration in
performance and persistent weakness in market conditions for both
thermal and metallurgical coal.

Ratings Rationale:

"The rating action was prompted by recent deterioration in
performance due to continuing weakness in the coal industry, and
our expectation that while both thermal and metallurgical markets
have reached bottom, the potential for material recovery in demand
and pricing is limited. Based on our assumptions of flat thermal
spot prices over the next eighteen months, and benchmark
settlements for high quality metallurgical coal of about $155, we
expect average realization per ton to decline in 2014 relative to
2013, with Debt/ EBITDA, as adjusted by Moody's, exceeding 15x
through the end of 2014 and annual negative free cash flows in the
$250 - $400 million range," Moody's said.

"We believe that in order for Arch's metrics to return to
sustainable levels, coal prices in the Powder River Basin (PRB)
would need to increase to $13 - $14 range (from current spot
prices of around $11), settlements for high quality metallurgical
coal would have to recover to $170 - $175 range, and prices for
Central Appalachian thermal coal would have to recover by $10 from
current spot prices of roughly $60. Over the past eighteen months,
production volumes in the Powder River Basin experienced a steep
decline to roughly 420 million short tons in 2012 from roughly 460
million short tons a year prior. Although some demand came back on
natural gas price recovery, production volumes remained steady in
2013 due to working down of the inventories. As inventories in the
region have now normalized, spot prices have recovered from sub-$9
levels a year ago to $11 range -- a level that allows for an
average-cost producer to generate very thin margins. Although we
believe that PRB will continue to gain some market share at the
expense of the continuing secular decline in Central Appalachia,
we expect that natural gas prices in the $3.50- $4 range and
additional production volumes returning to the market may dampen
price recovery. We believe that thermal price recovery in Central
Appalachia is unlikely, as the region is in secular decline due to
high cost of production, competition from low cost natural gas and
regulations-driven coal plant retirements. In addition we believe
that continuing weakness in the global steel industry and weak
Australian dollar will prevent a robust recovery in the
metallurgical coal prices. The downgrade reflects our expectation
that absent material upward momentum to commodity prices, Arch
will continue to burn cash, and the company's leverage metrics
will remain above 10x," Moody's said.

Arch's liquidity position is good, including roughly $1.4 billion
in cash and marketable securities, pro-forma for Canyon Fuel sale
proceeds.  "Although we expect Arch to be in compliance with the
revolver's covenants over the next eighteen months, we view
availability of external liquidity sources as limited, given that
the company's unutilized $350 million revolver contains a minimum
liquidity covenant of $450 million. The company also has roughly
$130 million available under its securitization facilities.
Negative outlook reflects our view that absent robust recovery in
coal prices, Arch's credit metrics may not return to sustainable
levels," according to Moody's.

The ratings could be upgraded should metallurgical and/or thermal
coal prices recover, such that the company's leverage, as
adjusted, is expected to track below 6x and free cash flow is
expected to turn positive. A further downgrade would result if
liquidity deteriorates, if cash burn does not subside, and/or
Debt/ EBITDA is not expected to be sustained below 7x after 2014.
*Arch Coal is one of the largest US coal producers which operates
in all of the major US coal basins. The company's production
consists mainly of low-sulfur thermal coal from its Power River
Basin mines and thermal and metallurgical coal from Appalachia.
Over the twelve months ended June 30, 2013 the company generated
$3.6 billion in revenue.

The principal methodology used in this rating was the Global
Mining Industry Methodology published in May 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.


ARCHDIOCESE OF MILWAUKEE: Wins OK to Sell Wisconsin Property
------------------------------------------------------------
The Archdiocese of Milwaukee received the green light from the
U.S. Bankruptcy Court for the Eastern District of Wisconsin to
sell a real estate in Wheatland, Wisconsin.

The property consists of approximately 0.95 acres of land and a
3,669-square-foot building, which the archdiocese previously used
as a chapel.

Bear Realty Inc., the firm hired by the archdiocese as its real
estate agent, will receive a commission of 6% of the purchase
price, which will serve as a fee cap for its employment in the
archdiocese's bankruptcy case.

                   About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARCHDIOCESE OF MILWAUKEE: Seeks Hike in Baker Tilly's Fee Cap
-------------------------------------------------------------
The Archdiocese of Milwaukee asked Judge Susan Kelley for green
light to increase the fee cap for its accountant Baker Tilly
Virchow Krause LLP.

In a court filing, lawyer for the archdiocese proposed to
increase the fee cap to $285,000 from $175,000, saying the
current fee cap "is not sufficient to cover all of the work that
Baker Tilly has and is anticipated to perform."

"Baker Tilly needs an increased fee cap to satisfy the debtor's
previously incurred and future accounting needs for 2012 and
2013," said Daryl Diesing, Esq., at Whyte Hirschboeck Dudek S.C.,
in Milwaukee, Wisconsin.

These include general accounting services provided in November
and December of 2012 for which Baker Tilly incurred fees of
$30,000 and received payment of $10,000.

The firm needs an increase in fee cap to pay for the remaining
$20,000 for those services provided in November and December of
2012; $67,000 for the 2013 audit engagement that began in January
of 2013; and an estimated fee of $20,000 expected to be incurred
in connection with anticipated work related to the filing of a
plan.

                     Monthly Fee Applications

Whyte Hirschboeck Dudek S.C., the legal counsel of the
Archdiocese of Milwaukee, filed its monthly fee applications,
which cover the period July 1 to August 31, 2013.  The firm
requested a total fee of $364,240 and total disbursement of $797.

Another firm, The Law Offices of Paul A. Richler, also filed a
monthly fee application for approval and payment of $5,232, which
is comprised of 80% of the total fees of $6,540 that it incurred
during the period May 1 to 31, 2013.  The firm did not incur any
expenses.

Separately, Judge Susan Kelley approved the payment of $10,155 in
fees and reimbursement of $107 in expenses to Howard Solochek &
Weber S.C. for services provided during the period June 1 to July
31, 2013.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARCHDIOCESE OF MILWAUKEE: Court Stays Claim Objections
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
granted the request of the Archdiocese of Milwaukee to impose a
stay on the claim objections in the bankruptcy court.

Earlier, the archdiocese, certain underwriters at Lloyd's London,
and a group of claimants reached an agreement to stay the
objections in the bankruptcy court for the same period that the
stay is in place in the insurance adversary case filed in a
Wisconsin district court.

Pursuant to the court order, the proceedings in the bankruptcy
court are stayed for the same period that the stay is in place in
the adversary case while the parties engage in mediation to
settle their dispute.

The hearing scheduled for Oct. 17 was cancelled and will be
rescheduled if necessary after the stay.

                   About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ATLS ACQUISITION: Asks for SJ in $69MM Whistleblower Claim
----------------------------------------------------------
Law360 reported that Liberty Medical Supply Inc. asked a Delaware
bankruptcy court on Oct. 4 to deliver summary judgment on proofs
of claim lodged by whistleblowers who are currently pursuing a $69
million suit in Florida against the bankrupt company over alleged
False Claims Act violations.

According to the report, the medical company, which is under
Chapter 11 protection, contended that the Florida case, brought by
former employees Lucas Matheny and Deborah Loveland, is baseless
and cannot succeed, according to a memorandum.

                         About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq. of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.


BEA EAST: Case Summary & Unsecured Creditor
-------------------------------------------
Debtor: Bea East Apartments LLC
        P.O. Box 13315, PMB 148
        Oakland, CA 94661

Case No.: 13-45601

Chapter 11 Petition Date: October 7, 2013

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Hon. William J. Lafferty

Debtor's Counsel: Reginald Terrell, Esq.
                  LAW OFFICES OF REGINALD TERRELL
                  P.O. Box 13315, PMB #148
                  Oakland, CA 94661
                  Tel: (510) 237-9700
                  Email: reggiet2@aol.com

Total Assets: $1 million to $10 million

Total Debts: $1 million to $10 million

The petition was signed by Eric Terrell, authorized individual.

The Debtor listed Peter Ingersol as its largest unsecured creditor
holding a disputed claim of $160,000.


BERNARD L MADOFF: Frank DiPascali Tapped for Employees' Trial
-------------------------------------------------------------
Ashby Jones, writing for The Wall Street Journal, reported that a
top lieutenant to Bernard L. Madoff, Frank DiPascali Jr. spent
much of the past three decades safeguarding secrets.  But the 56-
year-old Queens, N.Y., native is about to spill some of them.

According to the report, Mr. DiPascali, now under house arrest in
an undisclosed location, is set to take the stand as a key
government witness in its criminal case against five former
employees of the convicted Ponzi-scheme operator at Bernard L.
Madoff Investment Securities LLC.

Messrs. Madoff, DiPascali and seven other people have pleaded
guilty in the scandal that led to an estimated $17 billion in cash
losses for investors, the report related.  Prosecutors have more
to prove, including that two portfolio managers, two computer
programmers and the firm's director of operations knew about the
scheme?and worked to keep it going.

The trial starts on Oct. 8 and could last four or five months, the
report related.  It could be the U.S. government's last, best
chance to undermine Mr. Madoff's insistence that he carried out
the fraud essentially alone. Jurors also are likely to learn more
about how he kept the scheme secret. Prospective jurors will
likely be questioned this week.

"How wide was that inside circle of people who knew what was going
on?" asks Samuel Buell, who helped lead the government's Enron
Corp. task force and is a law professor at Duke University, the
report further related.  He doesn't have a role in the Madoff
case.

                      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.


CENGAGE LEARNING: Ch. 11 Plan & Disclosure Statement Filed
----------------------------------------------------------
BankruptcyData reported that Cengage Learning filed with the U.S.
Bankruptcy Court a Chapter 11 Plan of Reorganization and related
Disclosure Statement.

According to the Disclosure Statement, "The Plan will implement
the restructuring transactions contemplated by the Restructuring
Support Agreement and RSA Term Sheets. As a result of the
Consenting Holders' support, greater than 50 percent of the
Debtors' largest secured and unsecured creditor constituencies
(due to the Consenting Holders' unsecured deficiency claims)
support the Plan and the Debtors' expeditious emergence from
chapter 11. Among other things, the Plan contemplates the
following: An approximate $4.3 billion reduction of funded debt; A
post-reorganization capital structure consisting of (i) a new
first-out revolving credit facility of no less than $250 million
and up to $400 million to be raised from third-parties on market
terms and (ii) no less than $1.5 billion first lien term loan
facility (subject to the terms of the Restructuring Support
Agreement); Holders of First Lien Secured Claims will receive
their pro rata share of (1) 100% of the New Equity in the
Reorganized Debtors less any equity distributed to unsecured
creditors on account of the value of any unencumbered assets of
CLAI and CLI (subject to dilution for the Management Incentive
Plan); (2) a new term loan facility described in the Rollover
Facility Term Sheet or the cash proceeds obtained from the
Debtors' entry into a new term loan facility from a third-party
(as applicable); and (3) cash on the Debtors' balance sheets as of
the Effective Date (other than the Disputed Cash) after funding
all payments and reserves required under the Plan, less $50
million (subject to certain working capital adjustments);
Generally, unsecured creditors of CLAI and CLI (including the
Holders of First Lien Deficiency Claims) will receive their Pro
Rata share of the value of the Disputed Cash and Disputed
Copyrights, respectively, to the extent determined to be
unencumbered by valid liens or security interests, and the value,
if any, of 35% of the Debtors' international operations, the value
of the Debtors' non-wholly owned subsidiaries (Hampton Brown and
CourseSmart), and the value of a certain piece of unencumbered
real estate; The establishment of a trust to hold and maintain (a)
the value attributable to unencumbered or potentially unencumbered
assets of CLAI and CLI or (b) the actual unencumbered or
potentially unencumbered assets, in each case pending the
resolution of disputes regarding the valuation of such assets
and/or the validity of the liens on such assets; The terms of
certain post-reorganization governance rights applicable to the
Holders of New Equity (including rights to nominate directors);
The cancellation of existing equity interests other than to the
extent necessary to preserve the general corporate structure of
the Debtors; and Certain other customary terms and provisions."

                       About Cengage Learning

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

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

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

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


CENGAGE LEARNING: Liquidation Analysis Filed
--------------------------------------------
BankruptcyData reported that Cengage Learning filed with the U.S.
Bankruptcy Court the liquidation analysis as Exhibit F to the
Disclosure Statement for Debtors' Joint Plan of Reorganization
Pursuant to Chapter 11 of the Bankruptcy Code.

The liquidation analysis states, "The Liquidation Analysis has
been prepared assuming that the Debtors converted their cases from
Chapter 11 cases to Chapter 7 cases on or about February 28, 2014
(the 'Conversion Date'). Except as otherwise noted herein, the
Liquidation Analysis is based upon the unaudited balance sheets of
the Debtors as of August 31, 2013 and foreign non-debtor
affiliates as of June 30, 2013 and those values, in total, are
assumed to be representative of the Debtors' assets and
liabilities as of the Conversion Date. On the Conversion Date, it
is assumed that the Bankruptcy Court would appoint a Chapter 7
trustee (the 'Trustee') to oversee the liquidation of the Debtors'
estates, during which time all of the Debtors' major assets would
be sold or surrendered to the respective lien holders, and the
cash proceeds, net of liquidation-related costs, would then be
distributed to creditors in accordance with relevant law."

The Court scheduled a November 12, 2013 hearing to consider the
Disclosure Statement.

                       About Cengage Learning

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

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

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

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


CHAMPION INDUSTRIES: Forbearance Agreement with Lenders Expires
---------------------------------------------------------------
Champion Industries, Inc.'s term loan facilities and revolving
credit facility with a syndicate of banks terminated as a result
of the expiration of the Forbearance Period as of Sept. 30, 2013.
As a result of this termination, the Administrative Agent and the
Lender Parties, among all of their other rights and remedies, are
no longer obligated to either (i) forbear from (a) accelerating
the maturity of the Loans, (b) terminating the Commitments, (c)
otherwise enforcing payment of the Obligations of the Borrower
under the Loan Documents, or (d) exercising any other rights and
remedies available to them under the Loan Documents or applicable
law; or (ii) make any Loans, extensions of credit, or other
financial accommodations to, or for the benefit of, the Company
under the Credit Agreement.

In addition, on Sept. 30, 2013, the Revolving Credit Termination
Date occurred and the final maturity of Term Loans A and Term
Loans B occurred, on which date all principal, interest and other
amounts owing with respect to the Loans became due and payable.
The Company has failed to pay those amounts.  As a result of the
foregoing, on and after Oct. 1, 2013, absent the continuing
consent of the Administrative Agent in its sole and absolute
discretion, the Company will not have the right to : (A) request
any Revolving Loans; (B) request the issuance of any Letter of
Credit; (C) draw or otherwise request as a Temporary Overadvance
(as defined in the Forbearance Agreement).

The Company believes it has received guidance from the
Administrative Agent that will allow the Company to operate on a
cash basis from Oct. 1, 2013, until further advised by the
Administrative Agent.  The Company believes it has reasonable
opportunities to potentially exit its current credit facilities
with the Lender Parties, if such exit is agreed upon and approved
by the Lender Parties as a whole.  The Company has had numerous
discussions with the Administrative Agent and certain members of
the Lender Parties and the Company believes the Lender Parties are
generally in favor of such an exit.

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

                        http://is.gd/VZA1Pq

                     About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal year
ended Oct. 31, 2012, compared with a net loss of $4.0 million in
fiscal 2011.  Champion reported a $3.5 million net loss for the
quarter ended Jan. 31 on revenue of $22.6 million.  As of July 31,
2013, the Company had $26.51 million in total assets, $33.35
million in total liabilities and a $6.83 million total
shareholders' deficit.


CLUBCORP CLUB: S&P Rates $135MM Revolving Credit Facility 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
ClubCorp Club Operations Inc.'s 10% senior notes due 2018 to '5',
indicating S&P's expectation for modest (10% to 30%) recovery in
the event of a payment default, from '4' (30% to 50% recovery
expectation).  S&P subsequently lowered the issue-level rating on
the notes to 'B' from 'B+', in accordance with its notching
criteria.

"At the same time, we assigned ClubCorp's $135 million revolving
credit facility due 2018 our issue-level rating of 'BB' (two
notches higher than the 'B+' corporate credit rating).  We also
assigned this facility a recovery rating of '1', indicating our
expectation for very high (90% to 100%) recovery for lenders in
the event of payment default.  The existing $50 million revolver
due 2015 was reduced to the amount of outstanding standby letters
of credit (about $20 million), and will be terminated when those
outstanding letters of credit expire on the facility," S&P said.

All other ratings on the Dallas-based company, including the 'B+'
corporate credit rating, remain unchanged.

The revised recovery rating on the 10% senior notes reflects the
lower recovery prospects for the notes as a result of a greater
amount of secured debt outstanding under S&P's simulated default
scenario due to the added revolver capacity.

Pursuant to ClubCorp's parent September 2013 IPO, ClubCorp will
use a portion of its net IPO proceeds to redeem approximately
$145 million of principal of the company's senior notes due 2018.
S&P's recovery assumptions incorporate ClubCorp reducing its
$415 million unsecured notes balance to $270 million in the near
future.

"We assess ClubCorp's business risk profile as "fair," reflecting
the company's relatively stable golf business, supported by a
strong customer demographic, historically high retention rates,
and a diverse network of properties that would be difficult to
replicate, creating meaningful barriers to entry in the markets in
which ClubCorp operates.  However, we view the business clubs
segment (about 23% of the company's revenue in 2012) as more
vulnerable.  It is characterized by low barriers to entry, the
existence of competing alternative venues, and intense price
competition in the demand for consumer dollars in this market,"
S&P added.

"We assess ClubCorp's financial risk profile as "highly
leveraged," reflecting its high debt leverage and historically
aggressive financial policy.  Subsequent to the 2006 purchase of
ClubCorp, sponsor KSL Capital Partners received approximately
$357 million in distributions over a three-year period, recouping
the initial equity investment in the company, and we believe the
sponsor likely will seek additional distributions to the extent
operating performance (and restrictions under the terms of the
debt) would facilitate.  The majority of ClubCorp's operations are
owned or long-term leased, in contrast with competing operators
across the golf industry, which predominantly manage club
operations and do not hold large ownership interests.  Because
ClubCorp owns its golf facilities, these hard assets contribute to
its financial flexibility, as one facility could be sold without
disrupting the remaining golf operation," S&P noted.

RATINGS LIST

ClubCorp Club Operations Inc.
Corporate Credit Rating               B+/Stable/--

New Rating

ClubCorp Club Operations Inc.
Senior Secured
  $135M revolver due 2018              BB
   Recovery Rating                     1

Recovery Rating Revision; Downgrade
                                       To          From
ClubCorp Club Operations Inc.
10% senior notes due 2018             B           B+
   Recovery Rating                     5           4


COMPETITIVE TECHNOLOGIES: Conrad Mir Appointed President and CEO
----------------------------------------------------------------
The Board of Directors of Competitive Technologies, Inc.,
announced the appointment Conrad F. Mir as president and chief
executive officer, with full responsibility for running the
corporation, and as a member of the Board of Directors.  Mr. Mir
will also serve as interim chief financial officer while the Board
of Directors commences a search process to identify a suitable
candidate to fill the role on a permanent basis.

"With Mr. Mir's expertise in the micro-cap biotechnology space,
along with his experience turning around distressed biotech
companies, CTI has the right leadership in place to executive
[sic] its corporate reengineering plan and enhance long-term
shareholder value," said Peter Brennan, chairman of the Board of
Directors of CTI.

Mr. Mir has been mandated to implement a corporate reengineering
plan (Plan), which he designed and presented to the Board of
Directors.  The Plan reengineers CTI's core business, cuts
expenses, develops the wound care and bone technologies, and
furthers our flagship Calmare platform.

The Board of Directors also announced the acceptance of Carl
O'Connell's resignation as CEO.  Mr. O'Connell has chosen to
pursue other business opportunities, but will remain on the Board
of Directors to provide continuity and ensure the Plan's success.
He has agreed to serve as a special advisor to CTI in various
medical technology capacities, including the ongoing development
of Calmare.

"Carl has a wealth of knowledge in the medical device field and
will continue to be an instrumental part of the CTI team through
his direction and guidance in the board room," added Mr. Brennan.

In addition, CTI will not extend its consulting agreement with
Johnnie Johnson, chief financial officer and consultant to CTI.
The company said it is indebted to his hard work and wishes him
success in future endeavors.

Mr. Mir has over twenty years of investment banking, financial
structuring, and corporate reengineering experience.  He has
served in various executive management roles and on the Board of
Directors of several companies in the biotechnology industry.
Most recently, Mr. Mir was CFO of Pressure BioSciences, Inc.,
(OTCQB: PBIO), a sample preparation company advancing its
proprietary pressure cycling technology.  Before that, he was
chairman and CEO of Genetic Immunity, Inc., a plasmid, DNA company
in the HIV space, and was the executive director of Advaxis, Inc.,
(OTCQB: ADXS), a vaccine company.  Over the last five years, he
was responsible for raising more than $40 million in growth
capital and broadening corporate reach to new investors and
current shareholders.

                  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.


DARLING INTERNATIONAL: Moody's Places 'Ba1' CFR Under Review
-----------------------------------------------------------
Moody's Investors Service placed Darling International Inc.'s
ratings under review for downgrade following the company's
announcement of its planned acquisition of Son En Breugel,
Netherlands-based renderer Vion Ingredients ("Vion") for
approximately EUR1.6 billion (US$ 2.2 billion). The review will
focus upon understanding the pro forma capital structure, the
composition of the combined businesses, and the strategic fit as
well as management's plan for managing what will be a much larger,
international enterprise going forward.

Moody's understands that as a function of the closing of Darling's
new $1 billion senior secured revolving credit facility and $350
million delayed draw Term Loan A, the company's $250 million notes
due 2018 -- which were previously unsecured -- were granted
security. At the conclusion of the review, Moody's anticipates
equalizing the ratings on all secured debt that is pari passu.

The following ratings have been placed under review:

Corporate Family Rating of Ba1

Probability of Default Rating of Ba1-PD

$1 billion senior secured revolving credit facility expiring 2018
at Ba1 (LGD 4, 51%)

$350 million senior secured delayed draw term loan A due 2018 at
Ba1 (LGD 4, 51%)

$250 million senior notes due 2018 at Ba2 (LGD 5, 77%)

The following rating is affirmed:

Speculative Grade Liquidity Rating of SGL-1

Ratings Rationale:

The Ba1 Corporate Family Rating reflects Darling's attractive
profitability, strong cash flows, its good scale in rendering and
recycling for the food industry -- which Moody's expects will
improve following the acquisition of Canadian food renderer
Rothsay -- and its critical role in the waste handling process.
Moody's expects revenues to increase meaningfully owing to the
company's acquisitions which will expand its operations outside
the United States as well as its entrance into adjacent categories
such as industrial residual processing. Credit metrics will weaken
as a result of the increased debt used to fund acquisitions.
Moody's expects investments in the Diamond Green Diesel joint
venture with Valero to begin to generate incremental earnings for
the company since the processing facility came on line at the end
of June 2013. Darling has good liquidity that is supported by
strong cash flows. The company's increasing scale and geographic
diversity are only partially offset by the execution risk
associated with digesting recent acquisitions.

The Ba1 rating also incorporates risks associated with the
extraordinary volatility in related commodities, changes in raw
material volumes, as well as the price of finished products.
However, flexible pricing mechanisms offset some of the company's
commodity exposure (approximately 75% of Darling's raw material
volumes processed are subject to formula based contracts which
index raw material cost to finished product prices which provides
some protection against price declines). Darling's business can
also be adversely impacted by several factors outside its control,
including animal disease, weather, regulation and trade disputes.

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

Darling provides rendering, recycling and recovery solutions to
the North American food industry. Finished products, which are
sold to producers of livestock, feed, oleo-chemicals, bio-fuels,
soaps and pet foods, include meat and bone meal ("MBM"),
bleachable fancy tallow ("BFT"), cookie meal, and yellow grease
("YG"). Revenues for the twelve months ended June 30, 2013 were
$1.7 billion.


DARLING INTERNATIONAL: S&P Puts 'BB+' CCR on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating and 'BBB-' senior secured bank debt rating on
Irving-based renderer Darling International Inc. on CreditWatch
with negative implications.  S&P also revised the CreditWatch
listing on the company's $250 million senior notes due 2018 to
CreditWatch with developing implications from CreditWatch with
positive implications, reflecting the possibility of a higher,
lower, or unchanged rating.

"The CreditWatch listings reflect the likelihood that pro forma
debt leverage for Darling may increase substantially," said
Standard & Poor's credit analyst Chris Johnson.

Standard & Poor's will resolve the CreditWatch listings following
its review of Darling's business risk profile pro forma for the
acquisition of Vion, the final amount of debt (and possibly
equity) issued to fund it, and future expectations for debt
reduction.  S&P will also review all recovery ratings, given the
expected increase in debt.


DETROIT, MI: Jones Day's Contract Capped at $18 Million
-------------------------------------------------------
Law360 reported that Detroit will pay up to $18 million to Jones
Day for guiding the city through bankruptcy and restructuring, a
sum that is more than five times greater than the contract
previously inked between the city and the law firm.

According to the report, emergency Manager Kevyn Orr and the firm
have capped legal fees related to the city's bankruptcy at $18
million, officials confirmed on Oct. 4.  The amount is a marked
increase from the $3.35 million contract approved in April, which
extended from March 15 to September 15, 2013, the report related.

                     About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Bankruptcy Could Change Muni Market, Chicago Fed Says
------------------------------------------------------------------
Reuters reported that Detroit's historic bankruptcy filing could
upend long-established market views on the high standing of
general obligation bonds, the form of debt sold most frequently in
the U.S. municipal bond market, Chicago Federal Reserve Bank
researchers said on Oct. 4.

According to the report, the city's move in July to seek
protection from creditors so far has had only a modest effect on
the overall muni market, apart from driving up borrowing costs for
issuers in Michigan.  But how the bankruptcy court rules on the
treatment of different debt classes could profoundly alter market
perceptions of their risk, particularly for issuers with
mushrooming pension obligations like Detroit's, two of the bank's
economists wrote in a monthly research note, the "Chicago Fed
Letter."

A key issue in the city's pending Chapter 9 bankruptcy is whether
Detroit's state-appointed emergency manager, Kevyn Orr, may treat
certain general obligation bonds as unsecured debt on a par with
its pension obligations, and repay them at just pennies on the
dollar, the report noted.

General obligation, or GO, bonds have long been viewed as the muni
market's gold standard, and none of the handful of municipal
bankruptcies since 1970 has resulted in a writedown of GO debt,
the report said. Since 2003, GO bonds accounted for nearly 60
percent of new debt deals in the $3.7 trillion muni bond market,
where cities, states, hospitals, school districts and others raise
cash for capital projects and other needs.

Orr's proposed cuts to retirement benefits, which are being
challenged in the bankruptcy case by labor unions, retirees and
pension funds, conflict with strong protections in the Michigan
Constitution against impairing those benefits, the report further
related.

                     About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DORAL FINANCIAL: Moody's Lowers Sr. Unsecured Rating to 'Caa3'
--------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured rating
of Doral Financial Corporation to Caa3 from Caa1. Doral
Financial's rating outlook remains negative. Doral Financial's
lead bank, Doral Bank, is unrated. The rating agency also
downgraded the senior secured bonds (CUSIPs 74527BLB8, 74527BLC6,
74527BLD4, and 74527BSL9) issued by Doral Properties, Inc. through
the Puerto Rico Industrial, Tourist, Educational, Medical and
Environmental Control Facilities Financing Authority (AFICA) to
Caa3 from Caa1. Doral Properties, Inc. is a wholly-owned
subsidiary of Doral Financial, which is legally responsible for
the payments on the AFICA bonds that are currently outstanding.

Moody's also took the following actions today:

- Banco Santander Puerto Rico (BSPR): Affirmed all ratings
(deposits Baa1, standalone bank financial strength rating
(BFSR)/baseline credit assessment (BCA) D+/ba1). Rating outlook on
BSPR's standalone BFSR/BCA changed to negative from stable. Stable
outlook maintained on the bank's supported deposit and debt
ratings. BSPR's deposit and debt ratings benefit from uplift
because the bank has a higher-rated US affiliate, Sovereign Bank
(deposits Baa1 stable, standalone BFSR/BCA C-/baa1 stable).
Moody's believes that within a US banking family, the deposit
ratings of affiliates should be equalized because of regulatory
powers afforded by the cross-indemnification provisions of the
Federal Deposit Insurance Act.

- Popular, Inc. (Popular) and its subsidiaries: Affirmed all
ratings (lead bank deposits Ba2, standalone BFSR/BCA D/ba2).
Rating outlook changed to negative from stable.

- FirstBank Puerto Rico (FirstBank): Affirmed all ratings
(deposits B2, standalone BFSR/BCA E+/b2). Rating outlook changed
to negative from stable.

Ratings Rationale:

Moody's said the downgrade of Doral Financial's senior unsecured
rating was driven by the company's extremely weak financial
condition.  Doral Financial's credit profile reflects very poor
asset quality, weak capital, and a funding profile that is highly-
dependent on non-core sources.

Doral Financial's poor asset quality is evidenced by its extremely
high level of non-performing assets (NPAs), which Moody's defines
as non-accrual loans, loans past due 90 days or more and still
accruing, all restructured loans, and other real estate owned
(OREO). At 30 June 2013, Doral Financial's NPAs represented 19% of
loans plus OREO and 249% of tier 1 common equity plus reserves.
These ratios are by far the weakest of any rated Puerto Rican
bank. Moreover, there is little likelihood of significant
improvement in the company's asset quality given Puerto Rico's
very weak economy. This will place further negative pressure on
the company's already-weak capital position. At 30 June, Doral
Financial's tier 1 common ratio was a low 5.99%. Moody's added
that Doral Financial is highly-dependent on non-core funding, such
as brokered deposits. At 30 June, brokered deposits accounted for
36% of total deposits and core deposits only funded 31% of total
loans.

The negative outlooks on the ratings of BSPR, Popular and
FirstBank reflect the continued weakening of Puerto Rico's
already-poor economy, which is in the midst of a protracted
recession that began in 2006. The economy is challenged by high
unemployment, low workforce participation, high poverty levels
compared to the US mainland, a declining population, and weakness
in its key pharmaceutical sector. Continued weakening is evidenced
by the recent increase in the unemployment rate to 13.9% in August
2013 and the higher-than-expected 5% year-over-year decline in the
Government Development Bank for Puerto Rico's Economic Activity
Index, which is a good proxy for the health of the Puerto Rican
economy.

Moreover, the prospects for a sustainable recovery are constrained
by the commonwealth's poor finances. The commonwealth is
challenged by a very large unfunded pension liability even after
recently-enacted reforms, and an increasingly heavy debt load. The
commonwealth also has a high dependence on capital markets
financing that has led to increased refinancing risk and reduced
financial flexibility as it waits out currently-volatile market
conditions.

Actions to address the commonwealth's fiscal problems will likely
put additional stress on the economy. This will continue to
threaten the health of the banking system. The banks' NPAs remain
extremely high relative to US mainland banks, which could lead to
significant losses if conditions do not improve.

The recent market volatility also creates uncertainties for the
Puerto Rican banking system. Although the banks' deposit flows
have been steady during this period of heightened volatility,
ongoing volatility could put additional stress on funding profiles
that tend to be weaker than US mainland banks.

Following the ratings actions, the negative outlooks on the
ratings of BSPR, Popular, FirstBank, and Doral are consistent with
the negative outlook on the commonwealth.  Moody's affirmed Puerto
Rico's Baa3 government obligation rating on October 3, 2013 (see
press release "Moody's affirms Puerto Rico general obligation
bonds at Baa3; affirms notched and related debt as well.")

The principal methodology used in these rating were Global Banks
published in May 2013.


ECOTALITY INC: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Ecotality, Inc. filed with the U.S. Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $38,913,918
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $133,973
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $670,478
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $107,392,628
                                 -----------      -----------
        TOTAL                    $38,913,918      $108,197,080

                        About Ecotality Inc.

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

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

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  The Debtors' claims & noticing agent is Kurtzman Carson
Consultants LLC.

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


ECOTALITY INC: Finds $3 Million Bid to Open Bankruptcy Auction
--------------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that Ecotality
Inc., the maker of Blink electric-vehicle-charging stations, has
received a $3 million purchase offer to kick off the upcoming
bankruptcy auction for its business.

According to the report, in court papers, officials at Ecotality,
which obtained a $100 million grant from the U.S. Department of
Energy, said that interested buyers will have to beat the initial
offer from a company called Tellus Power Inc. if they want to take
ownership of the San Francisco company.

Company officials didn't explain in documents filed in the U.S.
Bankruptcy Court in Phoenix whether Tellus Power -- if successful
at auction -- would keep the 54-worker company operating, the
report noted.

Representatives of Tellus Power, based in Irvine, Calif., couldn't
be reached using the contact information listed in court papers,
the report added.  An Irvine, Calif.-based company called Tellus
Power, which couldn't be confirmed as Ecotality's lead bidder,
said in a recent job posting that it was the U.S. subsidiary of
Tusai Holdings, a renewable-energy product manufacturer based on
Hong Kong.

The company's auction is scheduled for Oct. 8, though some of the
company's creditors have asked Judge Randolph Haines to push back
the date, the report said.  A delay could give challengers more
time to evaluate Tellus Power's bid, which was unveiled late on
Oct. 6, attorneys for the company's unsecured creditors committee
said in court papers.

                        About Ecotality Inc.

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

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

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  The Debtors' claims & noticing agent is Kurtzman Carson
Consultants LLC.

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

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.


ECOTALITY INC: Names 5 Members to Creditors' Committee
------------------------------------------------------
Ilene J. Lashinsky, U.S. Trustee for Region 14, named five members
to the official committee of unsecured creditors in the Chapter 11
cases of Electric Transportation Engineering Corporation and its
debtor affiliates.

The Committee members are:

   1. Board of Regents of the University of Nebraska
      Attn: Jeanne Wicks, Director, Office of Sponsored Programs
      UNLOSP, Alex West
      312 N. 14th St.
      Lincoln, NE 68588-0430
      Tel: (402) 472-2171
      Fax: (402) 472-9323
      E-mail: jwicks@unl.edu

   2. Saturn Electric Inc.
      Attn: Timothy A. Dudek, President
      7552 Trade St.
      San Diego, CA 92121
      Tel: (858) 271-4100
      Fax: (858) 271-0230
      E-mail: tim@saturnelectric.com

   3. Hannah Solar, LLC, and Worry Free Energy, LLC
      Attn: Peter H. Marte, CEO
      2135 Defoor Hills Rd., Suite M
      Atlanta, GA 30318
      Tel: (404) 609-7005
      Fax: (404) 609-7655
      E-mail: pete.marte@hannahsolar.com

   4. Kortman Electric Inc.
      Attn: Karl Kortman
      2416 South 17th Place
      Phoenix, AZ 85034
      Tel: (602) 792-1829
      Fax: (602) 256-6125
      E-mail: karl@kortmanine.com

   5. GMA Manufacturing LLC
      Attn: Gary Abramczyk, V.P.
      2075 E. 5th Street
      Tempe, AZ 85281
      Tel: (480) 398-4300
      Fax: (480) 398-4202
      E-mail: info@gma-mfg.com

The U.S. Trustee is represented by Elizabeth C. Amorosi, Esq. --
Elizabeth.C.Amorosi@usdoj.com -- Trial Attorney, in Phoenix,
Arizona.

                        About Ecotality Inc.

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

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

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  The Debtors' claims & noticing agent is Kurtzman Carson
Consultants LLC.

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


ECOTALITY INC: Employs Akin Gump as Lead Bankruptcy Counsel
-----------------------------------------------------------
Electric Transportation Engineering Corporation, et al., sought
and obtained authority from the U.S. Bankruptcy Court for the
District of Arizona to employ Akin Gump Strauss Hauer & Feld LLP
as lead bankruptcy counsel to be paid the following hourly rates:
$365 to $1,200 for attorneys and $170 to $325 for
paraprofessionals.

The current hourly rates for Akin Gump attorneys with primary
responsibility for the Debtors' matters are as follows:

  Charles R. Gibbs, Esq. -- cgibbs@akingump.com           $950
  David P. Simonds, Esq. -- dsimonds@akingump.com         $900
  Arun Kurichety, Esq. -- akurichety@akingump.com         $675
  Travis A. McRoberts, Esq. -- tmcroberts@akingump.com    $550
  Yochun Katie Lee, Esq. -- kylee@akingump.com            $400

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

Mr. Simonds, a partner at Akin Gump Strauss Hauer & Feld LLP, in
Los Angeles, California, assured 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 Debtors and their estates.  As of the Petition Date, the
Debtors made an advance payment to the firm in the amount of
$400,000.  During the course of Akin Gump's prepetition
employment, the firm received from the Debtors a total of $778,162
on account of services performed and expenses incurred during that
period.

                        About Ecotality Inc.

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

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

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  The Debtors' claims & noticing agent is Kurtzman Carson
Consultants LLC.

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

A five-member official committee of unsecured creditors was
appointed in the Chapter 11 cases.


EDWIN RAMOS: Bankruptcy Judge Orders BofA to Pay $10K Per Month
---------------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Bank of America Corp. has been ordered to pay $10,000 per month
for every month it continues to badger a couple to pay off a loan
that was discharged in bankruptcy, in a ruling from a prominent
judge who says he means to "send a message."

"This is not just a stupid mistake.  This is a policy," wrote
Judge Robert Drain of the U.S. Bankruptcy Court in New York,
according to the report.  "And frankly, $10,000.00 a month plus
attorney's fees may not mean much to Bank of America, but at least
it will send a message that other attorneys may pick up on."

Judge Drain's decision, memorialized in a written ruling issued on
Oct. 1, documents a barrage of letters and phone calls attempting
to collect the debt from Edwin and Michelle Ramos.  Chapter 7
bankruptcy relieved them of the obligation to pay off their home
loan while preserving the bank's right to foreclose on its
collateral.  The calls and letters kept coming to the Ramoses,
even after their attorney pointed out that their personal
liability had been discharged in bankruptcy.  The bank ignored
him, he said, and, according to court records, failed to respond
to Judge Drain until 10 days after he signed an order imposing
sanctions on the lender.

In a statement, Bank of America said it's "resolving the issues
with the court" and working with the homeowners "while we continue
researching and investigating what transpired," the report
related.

Judge Drain is not alone in his criticism of Bank of America, the
report noted.  In March, U.S. Bankruptcy Court Judge Karen
Jennemann in Orlando, Fla., fined the bank $220,000 for repeated
violations of court orders involving a loan-modification
arrangement.


ENERGICO PRODUCTION: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Energico Production, Inc.
        c/o Jones Allen & Fuquay
        8828 Greenville
        Dallas, TX

Case No.: 13-44633

Chapter 11 Petition Date: October 7, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Michael D. Lynn

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

Total Assets: $1.76 million

Total Liabilities: $2.62 million

The petition was signed by Stephen Knight, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb13-44633.pdf


ENERGY CONVERSION: Suit Blames Chinese Solar Firms for Demise
-------------------------------------------------------------
Law360 reported that one-time solar panel market leader Energy
Conversion Devices Inc. was driven out of business by three
Chinese companies who conspired to dominate the American solar
market, the bankrupt company's liquidating trustee alleged in a
$950 million antitrust lawsuit filed on Oct. 4.

According to the report, liquidating trustee John Madden filed the
lawsuit in Michigan federal court, claiming Trina Solar Ltd.,
Yingli Green Energy Holding Co. Ltd. and Suntech Power Holdings
Co. Ltd. coordinated a "complex" price-fixing scheme to sell
"inferior" solar panels in the U.S. at artificially low prices.

The case is Energy Conversion Devices Liquidation Trust v. Trina
Solar Limited et al., Case No. 2:13-cv-14241 (E.D. Mich.) before
Judge Arthur J. Tarnow.

                    About Energy Conversion

Energy Conversion Devices -- http://energyconversiondevices.com/
-- has a renowned 51 year history since its formation in Detroit,
Michigan and has been a pioneer in materials science and renewable
energy technology development.  The company has been awarded over
500 U.S. patents and international counterparts for its
achievements.  ECD's United Solar wholly owned subsidiary has been
a global leader in building-integrated and rooftop photovoltaics
for over 25 years.  The company manufactures, sells and installs
thin-film solar laminates that convert sunlight to clean,
renewable energy using proprietary technology.

ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No.
12-43166) on Feb. 14, 2012.  Judge Thomas J. Tucker presides over
the case.  Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert
B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in
Detroit, Michigan, represent the Debtor as counsel.  The Debtor
estimated assets and debts of between $100 million and $500
million as of the petition date.

The petition was signed by William Christopher Andrews, chief
financial officer and executive vice president.

Affiliate United Solar Ovonic LLC filed a separate Chapter 11
petition on the same day (Bankr. E.D. Mich. Case No. 12-43167).
Affiliate Solar Integrated Technologies, Inc., filed a petition
for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D.
Mich. Case No. 12-43169).

An official committee of unsecured creditors has been appointed in
the case.  Foley and Lardner, LLP represents the Committee.
Scouler & Company, LLC, serves as financial advisor.

The company had estimated in court papers that it was worth
$986 million, based on nearly $800 million of investment in the
manufacturing unit.

The Debtors canceled an auction to sell USO as a going concern and
discontinued the court-approved sale process after failing to
receive an acceptable qualified bid by the bid deadline.  Quarton
Partners served as the companies' investment banker.  The Debtors
also hired auction services provider Hilco Industrial to prepare
for an orderly sale of the companies' assets.

In August 2012, the Debtors won confirmation of their Second
Amended Chapter 11 Plan of Liquidation.  The Plan was declared
effective in September 2012.  Under the Plan, unsecured creditors
owed up to $337 million in claims were to expect a recovery
between 50.1% and 59.3%.  The Plan creates a trust to sell
remaining assets and distribute proceeds in the order of priority
laid out in bankruptcy law.


ENERGY SERVICES: Has Until Oct. 31 to Raise $1-Mil. in Equity
-------------------------------------------------------------
Energy Services of America Corp. and its subsidiary corporations,
C.J. Hughes Construction Company, Inc., Contractors Rental
Corporation, Nitro Electric Company, Inc., and S.T. Pipeline,
Inc., (collectively, the "Obligors") on Nov. 28, 2012, entered
into a forbearance agreement with United Bank, Inc., whereby the
Obligors acknowledge that they are in default under the terms of
two credit facilities between United Bank, Inc., and the Company
and United Bank, Inc., has agreed to forbear from exercising
certain of its rights and remedies under the loan agreements and
related documents.  The Forbearance Agreement was subsequently
amended.

On Oct. 1, 2013, the parties entered into an amendment to the
forbearance agreement which extends the period under which the
Company must raise $1,025,000 in cash equity previously due to be
raised by Sept. 30, 2013, until Oct. 31, 2013.  The remaining
provisions of the new forbearance agreement are substantially the
same as those in the Agreement.

A copy of the Amended Forbearance Agreement is available at:

                        http://is.gd/HIZZap

                       About Energy Services

Huntington, West Virginia-based Energy Services of America
Corporation provides contracting services to America's energy
providers, primarily the gas and electricity providers.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Energy Services' ability to
continue as a going concern following the annual report for the
year ended Sept. 30 ,2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a forbearance arrangement with its lenders as a
result of continued noncompliance with certain debt covenants.

The Company reported a net loss of $48.5 million on $157.7 million
of revenue in fiscal 2012, compared with a net loss of $5.3
million on $143.4 million of revenue in fiscal 2011.  The
Company's balance sheet at June 30, 2013, the Company had
$44.10 million in total assets, $36.66 million in total
liabilities and $7.44 million in total stockholders' equity.


EPR PROPERTIES: S&P Affirms 'BB' CCR & Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and 'BB+' senior unsecured debt rating on EPR
Properties Inc. (EPR).  At the same time, S&P revised its rating
outlook on the company to positive from stable.

"The outlook revision reflects our reassessment of EPR's theater
portfolio's expected operating performance," said Standard &
Poor's credit analyst Eugene Nusinzon.  S&P believes EPR's theater
portfolio will outperform the movie exhibitor industry, which in
our assessment is facing a secular decline in demand, and support
the company's longer-term core cash flow.  S&P would raise its
ratings on the company by one notch over the next 12 months if
profitable, leverage-neutral investments diversify its tenant base
and strengthen its debt coverage measures.

"We revised our assessment of EPR's financial risk profile to
"intermediate" after a recent debt refinancing bolstered its pro
forma fixed-charge coverage (FCC) to the mid-2x area (from 2.2x in
2012) and lengthened its debt tenor to 6.7 years (from 5.8 years).
We have maintained our assessment of the company's business risk
profile as "fair," reflecting its geographically diversified
portfolio of specialty net-leased real estate, but somewhat
concentrated and generally weak credit quality tenant base," S&P
said.

"The outlook is positive.  We will continue to monitor the
company's operating performance and the execution of its portfolio
expansion and financing strategies.  We would raise our ratings on
EPR by one notch over the next 12 months if the company maintains
solid property-level rent coverage while diversifying its tenant
base and strengthening its debt coverage measures through
profitable, leverage-neutral investments.  However, we would
revise the outlook back to stable if operating performance within
EPR's theater or charter school portfolios weakens, if one of the
company's larger tenants encounters meaningful credit issues, or
if the company aggressively pursues investments that are outside
of what we believe to be management's core competency.  We would
also revise the outlook if a more aggressive dividend policy
pressures total coverage below 1.0x," S&P added.

Although S&P believes a downgrade is unlikely in the near term, it
would consider lowering its ratings on EPR if more aggressive-
than-anticipated leveraged expansion results in FCC below 2.2x or
debt-plus-preferred-to-EBITDA above 7.0x for a sustained period.


EXIDE TECHNOLOGIES: To Invest More Than $7 Mil. at Vernon Plant
---------------------------------------------------------------
Exide Technologies announced plans on Oct. 7 to invest more than
$7 million over the next two years to upgrade its Vernon battery
recycling facility as part of a comprehensive agreement with the
California Department of Toxic Substances Control (DTSC).

The capital investments are designed to improve the Vernon plant's
compliance with environmental standards and reduce air emission
levels well below regulatory health risk thresholds.  The planned
expenditures will bring Exide's total investment in environmental
upgrades at the Vernon plant to more than $18 million since 2008.

"We continue to strive to make our Vernon plant a premier
recycling facility and consider the health and safety of the
community and our workforce a top priority," said Robert M.
Caruso, president and chief executive for Exide.  "Exide has taken
aggressive steps to install new equipment at the plant and those
efforts have paid off in substantially reducing emissions."

Under the agreement, Exide will replace on-site underground storm-
water piping with a more advanced double-walled system at a cost
of more than $4 million.  The Company has expedited construction,
which is well underway and is expected to be completed by year
end.

This month, Exide will begin installing additional high-efficiency
filters to reduce emissions and later, a separate device to cut
organic emissions.  Exide began furnace modifications early this
year to reduce arsenic emissions.  Preliminary tests in April
showed arsenic levels below regulatory health risk thresholds.
When the remaining installation is completed next summer, at a
cost of more than $2.5 million, emissions are expected to be
further reduced to a theoretical cancer risk of less than half the
level allowed by the South Coast California Air Quality Management
District (AQMD).

"We are one of the best employers in the community and we plan to
keep it that way," said John Hogarth, Exide's plant manager in
Vernon.  "Our average employee has been with us for more than 20
years, and many are the second generation in their families to
work at the plant."

As part of its community outreach efforts, Exide has agreed to
fund a program in cooperation with the Los Angeles County Health
Department that will offer voluntary blood testing to residents of
Vernon and other neighborhoods of Southeast Los Angeles.

Exide also has begun testing soil and surface dust in the
industrial neighborhood around the plant for lead, arsenic and
other metals to determine whether there is any health risk.

The Company will continue to work cooperatively with state and
local officials and representatives of surrounding communities on
these projects and will set up a separate financial account to
fund them.

The agreement between Exide and DTSC resolves issues stemming from
a suspension order in April 2013 that shut down the Vernon plant
for more than seven weeks.  The facility resumed operations in
late June after obtaining a preliminary injunction ruling in its
favor from a Los Angeles Superior Court.

While the agreement is subject to approval of the court in Exide's
bankruptcy case, the Company is implementing many of the remedial
measures prior to bankruptcy court approval.

Of the Vernon facility's 100 hourly employees represented by the
United Steelworks Union, all 60 of them who were furloughed during
the shutdown have returned to work.

The Vernon plant is one of two battery recycling facilities west
of the Rockies.  It recycles approximately 25,000 lead-acid
batteries daily and 8 million a year.

                    About Exide Technologies

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

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

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

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

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

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

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


FAIRMONT GENERAL: Creditors' Panel Taps Sills Cummis as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fairmont General
Hospital, Inc. and Fairmont Physicians, Inc., seek authorization
from the U.S. Bankruptcy Court for the Northern District of West
Virginia to retain Sills Cummis & Gross P.C. as counsel, nunc pro
tunc to Sept. 23, 2013.

The Committee requires Sills Cummis to:

   (a) provide legal advice regarding the Committee's rights,
       powers, and duties in these cases;

   (b) prepare all necessary applications, answers, responses,
       objections, orders, reports, and other legal papers;

   (c) represent the Committee in any and all matters arising in
       these cases, including any dispute or issue with the
       Debtors or other third parties;

   (d) assist the Committee in its investigation and analysis of
       the Debtors, their capital structures, and issues arising
       in or related to these cases, including but not limited to
       the review and analysis of all pleadings, claims, and
       bankruptcy plans that might be filed in these cases and any
       negotiations or litigation that may arise out of or in
       connection with such matters, the Debtors' operations, or
       the Debtors' financial affairs;

   (e) represent the Committee in all aspects of any sale and
       bankruptcy plan confirmation proceedings; and

   (f) perform any and all other legal services for the Committee
       that may be necessary or desirable in these cases.

Sills Cummis will be paid at these hourly rates:

       Andrew H. Sherman           $573.75
       Boris I. Mankovetskiy       $487.90
       Lucas F. Hammonds           $335.75
       Members                     $395-$775
       Associates and of Counsel   $275-$695
       Paralegals                  $195-$295

Sills Cummis advised the Committee that the hourly rates for other
attorneys and paraprofessionals at the firm will be discounted by
15%.

Sills Cummis will also be reimbursed for reasonable out-of-pocket
expenses incurred.  Payment of Sills Cummis' fees and expenses for
its services as attorneys for the Committee will be capped at
$75,000 per month, with payment of any allowed fees and expenses
in excess of $75,000 per month deferred until confirmation of a
plan, conversion or dismissal of these cases.

Andrew H. Sherman, Esq., a member of Sills Cummis, assured the
Court that the 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 Debtors and their estates.

Sills Cummis can be reached at:

       Andrew H. Sherman, Esq.
       SILLS CUMMIS & GROSS P.C.
       The Legal Center
       One Riverfront Plaza
       Newark, NJ 07102
       Tel: (973) 643-6982
       E-mail: asherman@sillscummis.com

                   About Fairmont General

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between $10
million and $50 million in both assets and debts.

The fourth-largest employer in Marion County, West Virginia, filed
for bankruptcy as it looks to partner with another hospital or
health system.

The Debtors are represented by Rayford K. Adams, III, Esq., at
Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina;
David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in
Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman
Thomas & Battle, PLLC, in Morgantown, West Virginia.  The Debtors'
financial analyst is Gleason & Associates, P.C.  The Debtors'
claims and noticing agent is Epiq Bankruptcy Solutions.

An Official Committee of Unsecured Creditors appointed in the
Debtors' cases has retained Sills Cummis & Gross P.C. as counsel.


FIFTH & PACIFIC: To Sell Juicy Couture Brand
--------------------------------------------
Tess Stynes, writing for The Wall Street Journal, reported that
Fifth & Pacific Cos. agreed to sell intellectual rights to the
Juicy Couture brand to brand-licensing firm Authentic Brands Group
for $195 million and also reached a short-term licensing agreement
with the group to allow for an orderly transition through the
first half of next year.

According to the report, Fifth & Pacific, formerly known as Liz
Claiborne, had slimmed down from an empire of some 40 brands to
three including Juicy Couture and Lucky Brand jeans, which it also
has been aiming to shed to focus on its Kate Spade brand.

On Oct. 7, Fifth & Pacific said the company wasn't "prepared at
this time to make comments on any process or decisions about Lucky
Brand," the WSJ report related.

"Ultimately, this is all about bringing Kate Spade to its full
potential," Chief Executive William L. McComb said, the report
cited.

Restructuring and other transition costs and charges are expected
to be significant, the company said, the report added.  However,
specific details weren't provided.

New York-based Fifth & Pacific Companies, Inc. (NYSE: FNP) designs
and markets a portfolio of retail-based, premium, global lifestyle
brands including Juicy Couture, kate spade, and Lucky Brand.  In
addition, the Adelington Design Group, a private brand jewelry
design and development group, markets brands through department
stores and serves jcpenney via exclusive supplier agreements for
the Liz Claiborne and Monet jewelry lines and Kohl's via an
exclusive supplier agreement for Dana Buchman jewelry.  The
Company also has licenses for the Liz Claiborne New York brand,
available at QVC and Lizwear, which is distributed through the
club store channel. Fifth & Pacific Companies, Inc., maintains a
noncontrolling stake in Mexx, a European and Canadian apparel and
accessories retail-based brand.


FOREST OIL: S&P Affirms 'B+' Corp. Credit Rating; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
corporate credit rating on Denver, Colorado-based Forest Oil Corp.
The outlook is negative.  At the same time, S&P affirmed its 'BB'
issue-level rating on Forest's senior secured debt.  The recovery
rating on this debt remains '1', indicating S&P's expectation of
very high (90% to 100%) recovery in the event of a payment
default.  S&P also affirmed the 'B-' issue-level rating on
Forest's senior unsecured notes.  The recovery rating on this debt
remains '6', indicating S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.

On Oct. 3, 2013, Forest Oil Corp. announced that it entered into a
definitive agreement to sell its oil and gas assets located in the
Texas Panhandle Area to Templar Energy LLC for $1 billion; S&P
expects proceeds will mainly be used for debt reduction.  The
transaction is expected to close on or before Nov. 25, 2013.

"Despite the company's improved liquidity and enhanced financial
flexibility following the sale of its panhandle assets, the
negative outlook reflects our assessment that we could lower the
rating on Forest within the next year if production results are
below our expectations, and if we believe the company will be
unsuccessful developing its crude oil prospects in the Eagle Ford
shale.  Should such a scenario occur, we would likely reduce our
production growth assumptions and profitability forecast," said
Standard & Poor's credit analyst Mark Salierno.

With the recent debt reduction, S&P believes the company does have
some flexibility to absorb a productivity shortfall in 2014, but
believe that if a meaningful underperformance were to occur, the
company's credit measures could weaken considerably in 2015,
including debt to EBITDA approaching or exceeding our 4.5x
downgrade trigger.  Under this scenario, S&P would also reassess
liquidity, particularly if costs are higher, or the company
requires additional debt to fund its capital program, as S&P
believes that under such a scenario covenant cushion could tighten
to less than 15%, as covenants also become more restrictive in
2014.  Specifically, as recently amended, the company's maximum
leverage covenant steps down to 4.75x for the quarter ended
June 30, 2014, and to 4.5x thereafter.

S&P would consider an outlook revision to stable within the next
several quarters if the company were able to successfully develop
its crude oil prospects in Eagle Ford, with production and costs
in line with S&P's current assumptions.  If this occurs, S&P
believes that the company should be able to maintain good
liquidity and sustain leverage at or below 4x through the end of
2015.


FRIENDFINDER NETWORKS: Dodging $3.5-Mil. Bill, CRT Capital Says
---------------------------------------------------------------
Law360 reported that the former financial advisory firm for
Penthouse magazine's publisher claimed on Oct. 4 that the
publisher terminated its contract days before seeking bankruptcy
protection in Delaware to skip out on a $3.5 million bill, saying
its court filings are misleading enough to undermine the firm's
subsequent claim.

According to the report, CRT Capital Group LLC lodged an objection
against FriendFinder Networks Inc.'s requests for court approval
of its restructuring transaction support agreement and of its
retention of a new advisory firm, arguing the filings contain
several misstatements.

                    About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  In total, its Web sites are offered in
12 languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

FriendFinder Networks reported a net loss of $49.44 million
in 2012, a net loss of $31.14 million in 2011, and a net loss of
$43.15 million in 2010.

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

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

On Sept. 21, 2013, the Debtors filed a plan of reorganization
containing details on a reorganization worked out with about 80
percent of first and second-lien lenders before the Sept. 17
Chapter 11 filing.  Under the Plan, holders of the $234.3 million
in 14 percent first-lien notes will receive accrued interest plus
an equal amount in new 14 percent first-lien notes to mature in
five years.  Excess cash will be used in part to pay down
principal on the notes before maturity.  Holders of $330.8 million
in two issues of second-lien notes are to receive all the new
equity.


FURNITURE BRANDS: Can Employ Alvarez & Marsal as Advisor
--------------------------------------------------------
Furniture Brands International, Inc., et al., sought and obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Alvarez & Marsal North America, LLC, as their
restructuring advisor.

The firm will be paid by the Debtors for services of its
professionals at their customary hourly rates which are as
follows:

   Managing Directors           $675-$875
   Directors                    $475-$675
   Associates/Analysts          $275-$475

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

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.  The firm received $300,000 as a retainer before the
Petition Date.  In the 90 days before the Petition Date, the firm
received retainers and payments totaling $2,175,230.

                       About Furniture Brands

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

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

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

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

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


FURNITURE BRANDS: Miller Buckfire Okayed as Investment Banker
-------------------------------------------------------------
Furniture Brands International sought and obtained approval from
the U.S. Bankruptcy Court to employ Miller Buckfire & Co., LLC as
investment banker for the purpose of providing investment banking
services to the Debtors.

Morgan Suckow of Miller Buckfire attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                       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.


GLYECO INC: Expects to Raise $6.8 Million From Units Offering
-------------------------------------------------------------
GlyEco, Inc., previously conducted an initial closing of a private
placement offering of units of the Company's securities on
Aug. 15, 2013, with each Unit being sold at a purchase price of
$1.00 per Unit and consisting of (i) one share of the Company's
common stock, par value $0.0001 per share, and (ii) one-half of a
warrant to purchase one share of Common Stock at an exercise price
of $1.50 per share for a period of five years.

On Sept. 30, 2013, the Company conducted the final closing of the
Offering.

In connection with the Final Closing of the Offering, the Company
entered into subscription and warrant agreements with 31
accredited investors and one non-accredited investor, pursuant to
which the Company sold to the Investors, for an aggregate purchase
price of $4,490,000, a total of 4,490,000 Units, consisting of
4,490,000 shares of Common Stock and Warrants to purchase up to
2,245,000 shares of Common Stock.  The Warrants may be exercised
at any time until the fifth anniversary of the date of issuance by
surrendering a properly executed notice of exercise and the
appropriate payment to the Company.

The Company utilized the services of FINRA registered placement
agents during the Offering.  In connection with the Final Closing,
the Company paid an aggregate cash fee of approximately $107,050
to the Placement Agents and will issue to the Placement Agents
warrants or options to purchase up to approximately 115,850 shares
of Common Stock at an exercise price of $1.50 per share.

The net proceeds to the Company from the Final Closing, after
deducting the cash fee and other expenses related to the Offering,
are expected to be approximately $4,382,950.  When combined with
the proceeds from the Initial Closing, the aggregate gross
proceeds to the Company for the entire Offering are expected to be
approximately $6,838,450.

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

                       http://is.gd/i5HkFe

                        About GlyEco, Inc.

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

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

Jorgensen & Co., in Lehi, UT, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GRAYMARK HEALTHCARE: To Buy Foundation Corporate Headquarters
-------------------------------------------------------------
Graymark Healthcare, Inc., entered into an Agreement of Sale and
Purchase with Foundation Medical Center of Oklahoma City, LLC,
pursuant to which the Company agreed to acquire from Foundation
the real property occupied as the corporate headquarters of
Foundation Surgery Affiliates, LLC, and Foundation Surgical
Hospital Affiliates, LLC, wholly owned subsidiaries of Graymark.

The real property covered by the Purchase Sale Agreement includes
an ambulatory surgery center facility owned and operated by a
Foundation affiliate called Foundation Surgery Affiliate of
Northwest Oklahoma City, LLC.  The remainder of the building is
medical office space occupied by a physician group, a sleep lab, a
medical infusion company, and the Foundation corporate office.
The building consists of approximately 52,000 square feet. The
purchase price under the Purchase Agreement was $10,588,235.

Simultaneous with the execution of the Purchase Sale Agreement,
Graymark entered into an Agreement in Connection with Assignment
and Assumption of PSA with DOC-GREYMARK HQ OKC MOB, LLC, whereby
Graymark assigned and DOC assumed, all of Graymark's right, title,
interest and obligations in, to and under the Purchase Sale
Agreement.  The consideration under the Assignment Agreement with
DOC was $15,600,000 and was composed of the following:

   1. $10,588,235 which was paid directly to Seller;

   2. $4,885,328 which was paid to Graymark; and

   3. $35,937 which was paid on behalf of Graymark to cover
      certain legal and closing expenses.

Graymark has a one percent ownership interest in DOC.

A copy of the Sale and Purchase Agreement is available at:

                        http://is.gd/OVIbeY

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

                        http://is.gd/aNlw1d

                      About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at June 30, 2013, showed $4.78 million
in total assets, $26.20 million in total liabilities and a $21.41
million total deficit.

                           Going Concern

As of March 31, 2013, the Company had an accumulated deficit of
$60.2 million and reported a net loss of $2.7 million for the
first quarter of 2013.  In addition, the Company used $0.3 million
in cash from operating activities from continuing operations
during the quarter.  On March 29, 2013, the Company signed a
definitive purchase agreement with Foundation Healthcare
Affiliates, LLC to purchase 100 percent of the interests in
Foundation Surgery Affiliates, LLC and Foundation Surgical
Hospital Affiliates, LLC, in exchange for 98.5 million shares of
the Company's common stock.  Management expects the transaction to
close in the second quarter of 2013; however, there is no
assurance the acquisition will close at that time or at all.

"If the Company is unable to close the Foundation transaction or
raise additional funds, the Company may be forced to substantially
scale back operations or entirely cease its operations and
discontinue its business.  These uncertainties raise substantial
doubt regarding the Company's ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.


GROEB FARMS: Strikes Ch. 11 Deal With Peak Rock Unit
----------------------------------------------------
Law360 reported that bankrupt and beleaguered honey supplier Groeb
Farms Inc. announced a recapitalization and restructuring deal
with a unit of private equity firm Peak Rock Capital LLC on Oct. 4
as the company hopes to get through its Chapter 11 reorganization
in about 90 days.

According to the report, under the deal, Peak Rock unit Honey
Financing Company LLC would extend Groeb a revolving postpetition
credit facility of up to $27 million to be used to refinance
senior secured loans, originally extended by Wells Fargo Bank NA.

                        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.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.).
Judge Walter Shapero is overseeing the case.  The Debtor is
represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at
Foley & Lardner LLP, in Detroit, Michigan.


GROEB FARMS: Section 341(a) Creditors' Meeting Set for Oct. 31
--------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Groeb Farms Inc.
will be held on Oct. 31, 2013, at 2:00 p.m. at Room 315 E, 211 W.
Fort St. Bldg. Detroit 341.

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.

Creditors have until Jan. 29, 2014, to submit their proofs of
claim.

                         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.

Groeb Farms, Inc., filed a Chapter 11 petition (Bankr. E.D. Mich.
Case No. 13-58200) on Oct. 1, 2013.  The Debtor estimated assets
and debts of at least $50 million.  Judge Walter Shapero presides
over the case.


HAWAII OUTDOOR: Can Access Cash Collateral Until Oct. 21
--------------------------------------------------------
In a tenth interim order dated Oct. 3, 2013, the U.S. Bankruptcy
Court for the District of Hawaii David C. Farmer, Chapter 11
trustee for Hawaii Outdoor Tours, Inc., to use cash collateral
until Oct. 21, 2013, to continue operating the property located at
93 Banyan Drive, Hilo, Hawaii, which includes the hotel known as
Naniloa Volcanoes Resort and a nine-hole golf course known as the
Naniloa Volcanoes Gold Club.

The Court will hold another hearing on Oct. 21, 2013, at 9:30
a.m., on the Debtor's continued use of cash collateral.

As adequate protection on the Trustee's use of collateral, First-
Citizens Bank is granted a Senior Replacement Lien in all of the
Borrower Accounts created from and after the Petition Date and all
of Debtor's right, title and interest in, to and under the Pre-
Petition Collateral.

The Trustee also grants, assigns and pledges to the Department of
Taxation, State of Hawaii a second priority replacement lien and
security interest, junior to the Senior Replacement Lien of First-
Citizens Bank in all of the Borrower Accounts created from and
after the Petition Date and all of Debtor's right, title and
interest in, to and under the Pre-Petition Collateral.

The Trustee and First-Citizens Bank have agreed to provide post-
petition financing of a reserve account held by the Trustee at
First Hawaiian Bank (the "Reserve Account").  First-Citizens Bank
will cause the sum of $100,000 to be wire transferred to
the Reserve Account.  The Reserve Account funds will be used
solely in the event that the Trustee does not have sufficient cash
to fund the following: (i) payroll, (ii) payroll taxes, (iii)
State of Hawaii general excise tax ("GET"), and/or (iv) State of
Hawaii transient accommodation taxes ("TAT") (collectively
"Payroll and Taxes").

The complete terms and conditions of the postpetition financing of
the Reserve Account can be found on pages 32 to 34 of the Tenth
Interim Cash Collateral Order, a copy of which is available at:

         http://bankrupt.com/misc/hawaiioutdoor.doc407.pdf

                    About Hawaii Outdoor Tours

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

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

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

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

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

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

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


HUDSON'S BAY: Moody's Assigns 'B3' Rating to $300MM 2nd Lien Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Hudson's Bay
Company ("HBC") proposed $300 million second lien term loan due
2021.  All other ratings, including the B1 Corporate Family
Rating, the B1 rating assigned to the company's $2.0 billion first
lien term loan due 2020 and the SGL-2 Speculative Grade Liquidity
rating, were affirmed. The rating outlook is stable. The ratings
assigned are subject to receipt and review of final loan
documentation.

HBC entered into a definitive agreement to acquire Saks, Inc.
("Saks" -- Ba2/Review for Downgrade) for approximately US$2.9
billion including debt. Proceeds from the new $2.3 billion first
and second lien term loans, along with drawings under asset based
revolving credit facilities in the US and Canada, US$1 billion in
common equity will be used to fund the purchase price of Saks, to
refinance certain existing debt of Saks and HBC, and to pay fees
and expenses.

The B3 rating assigned to the company's proposed second lien term
loan reflects its junior ranking vis-a-vis the meaningful level of
more senior ranking secured debt in the company's capital
structure including the company's proposed C$750 million and
US$950 million asset based revolvers which will have a first lien
on the company's accounts receivable and inventory in Canada and
the US as well as the proposed $2.0 billion first lien term loan.

The following ratings were assigned:

Hudson's Bay Company

$300 million second lien term loan due 2021 at B3 (LGD 5, 84%)

The following ratings were affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Speculative Grade Liquidity Rating at SGL-2

$2.0 billion first-lien Senior Secured Term Loan B due 2020 at B1
(LGD 4, 57%)

Ratings Rationale

The B1 Corporate Family Rating assigned to HBC reflects the
company's meaningful debt burden following the acquisition of Saks
-- proforma debt/EBITDA is estimated to be around 6.4 times
(improving to near six times pro-forma for prospective cost
savings if fully achieved). The ratings also considers the
integration risk associated with this acquisition, which increases
HBC's existing revenues by around 80%, and that Saks' luxury
business is a new segment for HBC. The company's US operations --
which will represent around 60% of total sales -- also have a
significant geographic concentration in the Northeastern US, with
Lord & Taylor primarily operating in this area which also includes
Saks NY flagship store. The company's high leverage is mitigated
by its sizable owned real estate holdings across all 3 banners, a
substantial portion of which is unpledged. The ratings also take
into consideration the improved operating performance of Hudson's
Bay and Lord & Taylor under current management, which has shown
generally consistent trends in same store sales and margins over
the past few years. The ratings also take into consideration the
diversification of the company across the US and Canada and with 3
distinct brands.

The stable rating outlook reflects our expectation the company
will manage the integration of Saks without significant
disruption, and substantially achieve targeted cost synergies over
the next three years. We expect the combined firm will primarily
utilize cash flow to support investments in its business --
including but not limited to store remodels, omnichannel
initiatives and the rollout of Saks into Canada -- rather than to
reduce funded debt. We expect the company's financial policies to
remain supportive of creditor interests, and that any possible
actions the company may take with respect to its sizable real
estate holdings will be essentially neutral to credit metrics.

In view of the company's high leverage and integration risk,
ratings are unlikely to be upgraded in the near term. Over time
ratings could be upgraded if the company makes sustained progress
with the integration of Saks and is successful with growth
initiatives at Hudson's Bay and Lord & Taylor, which would be
evidenced by continued modestly positive revenue growth and
improved operating margins on a consolidated basis. Quantitatively
ratings could be upgraded if debt/EBITDA was sustained below 5
times and interest coverage was sustained above 2.0 times while
maintaining a good overall liquidity profile.
In view of the high initial leverage and integration challenges,
there is limited capacity for the company's financial policies to
become more aggressive, for example, if actions with its sizable
real estate portfolio were not supportive of creditor interests.
Ratings could be downgraded if the competitive profile of the
company weakened. For example, if integration challenges with Saks
led to revenue declines or if greater competition in the Canadian
market led to reversal of recent positive trends at Hudson's Bay.
Ratings could also be lowered if there were any meaningful erosion
in the company's good overall liquidity profile. Quantitatively
ratings could be downgraded if debt/EBITDA was expected to remain
above 6.5 times for an extended period or interest coverage
approached 1.25 times.

Headquartered in Toronto, Canada, Hudson's Bay Company ("HBC")
operates Hudson's Bay, Canada's largest branded department store
with 90 locations, and Home Outfitters, Canada's largest home
specialty superstore with 69 locations across the country. In the
United States, HBC operates Lord & Taylor, a department store with
48 full-line store locations throughout the northeastern United
States and in two major cities in the Midwest, and
lordandtaylor.com. The company has agreed to acquire Saks, Inc.
("Saks") who currently operates 41 Saks Fifth Avenue stores, 69
Saks Fifth Avenue OFF 5TH stores, and saks.com. Fiscal 2012
revenues for HBC and Saks were C$4.1 billion and US$3.1 billion,
respectively.


HUDSON'S BAY: S&P Assigns 'B-' Rating to $300MM Sr. Secured Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level rating and '6' recovery rating to retailer Hudson's
Bay Co.'s (HBC) proposed US$300 million senior secured second-lien
term loan B due 2021.  A '6' recovery rating represents S&P's
expectation of negligible (0%-10%) recovery for second-lien term
loan creditors in the event of a default.  S&P understands that
the terms of the proposed second-lien term loan will be
essentially the same as the company's recently proposed
US$2 billion first-lien term loan B, with the exception of
security ranking and principal maturity.  The corporate credit
rating on HBC is 'B+' with a stable outlook.

HBC expects to use net proceeds from the proposed loan, combined
with the company's proposed first-lien term loan, primarily to
fund its acquisition of Saks Inc. and repay existing debt.

The ratings on HBC reflect what S&P views as the company's "weak"
business profile, characterized by competitive conditions for
department stores in North America that have contributed to weak
and volatile profitability.  On the other hand, HBC benefits from
good diversity in Canada and the U.S., as well as attractive
market positions for its key banners.  In addition, HBC's
"aggressive" financial profile (as we define the term) is
characterized by its high pro forma debt leverage and thin cash
flow coverage.  S&P believes that deleveraging prospects rely
heavily on the company's synergy targets.  As such, S&P estimates
that leverage could decline if HBC improves its reported EBITDA
margin another 25-50 basis points after the acquisition,
potentially contributing C$100 million-C$125 million of free cash
flow to fund its reduced dividend and some debt reduction.

RATINGS LIST

Hudson's Bay Co.
Lord & Taylor Holdings LLC
Saks Inc.

  Corporate credit rating                        B+/Stable/--

New Rating

Hudson's Bay Co.

  Proposed US$300 million 2nd-lien term loan B   B-
  Recovery rating                                6


ID PERFUMES: Has Worldwide License to "Kendall Jenner"
------------------------------------------------------
ID Perfumes, Inc., entered into an exclusive license agreement
with Kendall Jenner Inc.  The License Agreement was effective
Sept. 23, 2013, and grants ID Perfumes the worldwide right to use
the trademark "Kendall Jenner" including but not limited to her
name, likeness, image, voice and other attributes of her
personality and the right to provide services in connection with
the license.  ID will be responsible for the design, manufacture,
marketing, distribution and sale of the Kendall Jenner fragrances
for women and children.  ID Perfumes also has the right to request
from the Licensor the licensing rights for a line of men's
fragrances.  ID Perfumes also has the non-exclusive right to
market scented personal beauty products for men, women and
children but only with a "Gift with Purchase" package or gift set
and full sized sellable fragrance ancillaries.

The Licensing Agreement is for a five year term.  The License
Agreement will be automatically extended for an additional five
year term should the Company achieve minimum wholesale net sale
levels.  Ms. Jenner will earn a minimum percentage of sales in the
form of a royalty which will be paid on a quarterly basis.  The
Company is required to pay royalties based on net sales of the
products.  The Company has guaranteed minimum annual royalty
payments and committed to an annual minimum advertising budget.

Ms. Jenner will have the right to review and approve all materials
prepared to be used in connection with all product sales including
but not limited to photos, fragrances, aromas, creative
development, designs, naming/identification and all materials
related to the advertising, promotion, and marketing of the
product lines.

The Company expects an initial product launch May 2014.  The
Company may sell the products in department stores, mass
retailers, perfumeries, duty free shops, international
distributors and through online eCommerce retailers.

Kendall Jenner is a television personality, model and brand
ambassador for Seventeen Magazine.  She has appeared on the E!
reality TV show "Keeping Up with the Kardashians".  She has
modeled for the Sherry Hill dress line, which specializes in
dresses for proms and pageants.  Ms. Jenner was also featured in
People's "Beautiful People" article.  She had done photo shoots
with OK magazine and Teen Vogue.  In February 2013 PacSun
announced it launched a women's clothing line designed and
inspired by Kendall Jenner and her younger sister, Kylie, called
"Kendall & Kylie" available exclusively at PacSun.

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

                        http://is.gd/jJ6DPX

                         About ID Perfumes

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

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

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


INTERFAITH MEDICAL: Has Final OK to Obtain DIP Financing of $21MM
-----------------------------------------------------------------
On Sept. 30, 2013, the U.S. Bankruptcy Court for the Eastern
District of New York entered a final order authorizing Interfaith
Medical Center, Inc., to obtain postpetition financing up to the
aggregate Commitment Amount of $21.1 million from The Dormitory
Authority of the State of New York.  According to the Commitment
Schedule, the Initial Loan Commitment will be $9,850,000.
Subsequent Loan Commitments total $11,250,000.

The amount of the DIP Facility and Cash Collateral authorized to
be used under the Final DIP Order will not exceed the amounts
reflected in the DIP Budget prepared by the Debtor.

A copy of the Final DIP Order is available at:

       http://bankrupt.com/misc/interfaith.finalDIPOrder.pdf

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTRAOP MEDICAL: Firtshand Technology Completes Acquisition
-----------------------------------------------------------
Firsthand Technology Value Fund, Inc., a publicly-traded venture
capital fund that invests in technology and cleantech companies,
on Oct. 7 disclosed that it has completed its purchase of a
majority interest in IntraOp Medical Corporation.

IntraOp has developed a revolutionary medical device called the
Mobetron, which delivers Intra-Operative Electron Radiation
Therapy (IOERT) for the treatment of certain types of cancers.
"We are excited to provide growth capital to such a dynamic
company," stated Kevin Landis, Firsthand's CEO.  "IntraOp's
Mobetron is a technology that truly makes a difference in people's
lives."

As its name suggests, IOERT involves the delivery of electron
radiation directly to the site of a tumor's removal during
surgery.  IOERT has several benefits over conventional post-
operative x-ray radiation therapy, including (1) a dramatically
shorter treatment cycle, (2) a lower overall dose of radiation,
(3) fewer side effects, (4) lower recurrence rates, and (5) less
damage to surrounding tissues.  Furthermore, it is the only
machine of its kind that can be used in the operating room itself,
eliminating the need to transport the patient during surgery to a
neighboring shielded "bunker" to administer the IOERT.

The Mobetron is currently in use at the Cleveland Clinic, the Mayo
Clinic, Stanford University Medical Center, the University of
California at San Francisco, University Hospitals Case Medical
Center, and dozens of other locations in the U.S. and worldwide.
IntraOp received U.S. Food and Drug Administration (FDA) approval
for the Mobetron in 1998.  Earlier this year, Medicare approved
reimbursement for IOERT, which the company believes will assist in
accelerating the use of the Mobetron nationwide.

The purchase, funded with a combination of cash and stock, was
effectively a take-private transaction, as IntraOp was formerly a
publicly-traded company.  The deal was facilitated by a Section
363 bankruptcy process, whereby the Fund led a group of investors
in restructuring IntraOp's debt obligations and providing
additional cash to fund the company's continuing operations.  "The
issuance of SVVC stock was critical to the transaction," said
Firsthand CEO Kevin Landis.  "It enabled us to ensure that legacy
stakeholders remained invested in the success of IntraOp, while at
the same time giving these stakeholders the liquidity they were
looking for."

              About Firsthand Technology Value Fund

Firsthand Technology Value Fund, Inc. --
http://www.firsthandtvf.com-- is a publicly-traded venture
capital fund that invests in technology and cleantech companies.

                     About IntraOp Medical

Headquartered in Sunnyvale, California, IntraOp Medical Corp.
(OTC BB: IOPM) -- http://www.intraopmedical.com/-- develops,
manufactures, markets, distributes and services Mobetron, a
proprietary mobile electron-beam cancer treatment system designed
for use in intraoperative electron-beam radiation therapy, or
IOERT.

IntraOp Medical Corp. filed a petition for Chapter 11 protection
(Bankr. N.D. Cal. Case No. 13-bk-53791) on July 15 in San Jose,
California.

Revenue for the September 2012 fiscal year was $13.2 million.  The
IntraOp device delivers radiation during surgery to cancerous
tissue while shielding healthy tissue.


IDERA PHARMACEUTICALS: Broadfin Capital Holds 7.6% Equity Stake
---------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Broadfin Capital, LLC, Broadfin Healthcare Master
Fund, Ltd., and Kevin Kotler disclosed that as of Sept. 25, 2013,
they beneficially owned 4,525,000 shares of common stock of Idera
Pharmaceuticals, Inc., representing 7.68 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/j1vTy7

                     About Idera Pharmaceuticals

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

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

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

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


IDERA PHARMACEUTICALS: HealthCor Owns 5.6% Equity Stake
-------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, HealthCor Management, L.P., and its affiliates
disclosed that as of Sept. 25, 2013, they beneficially owned
3,270,000 shares of common stock of Idera Pharmaceuticals, Inc.,
representing 5.6 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/dGVSj8

                     About Idera Pharmaceuticals

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

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

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

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


INVESTCORP BANK: Fitch Affirms 'BB' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Rating
(IDR) of Investcorp Bank B.S.C. at 'BB'. The Rating Outlook
remains Stable.

Key Rating Drivers

The rating affirmation reflects the company's successful
refinancing of 2013 debt maturities and new debt issuance last
year, both of which have lengthened its funding profile at a cost
commensurate with its rating. The ratings also reflect an enhanced
fee income stream through increased private equity and real estate
deal flow, improved leverage and continued reduction in more
volatile hedge fund co-investments. It should be noted that asset
under management (AUM) fees declined by 8% due to falling AUM,
while deal fees rose sharply by 73% through increased private
equity and real estate placement and realizations.

During 2012, Investcorp entered into a $529 million forward start
debt facility, with contractual amortizations in September 2013
and 2014 and final maturity in September 2015. The facility was
provided by a syndicate of banks. Fitch notes that the new
facility has stricter and more creditor-friendly net worth and
leverage covenants; conversely, liquidity covenants were relaxed.
In November 2012, Investcorp S.A. issued $250 million in unsecured
five-year notes maturing on Nov. 1, 2017. Proceeds of the forward
start facility and debt issue were used to repay maturing
obligations in March and April 2013 and extend debt maturities.

It should be noted that Investcorp has announced that it will
potentially repurchase approximately $100 million of the $515
million in preferred stock at a slight premium. Based on its
economic capital model, Investcorp has a sufficient capital
cushion to cover this potential purchase and its regulatory
capital ratio is well above the required minimum.

The Stable Outlook reflects Fitch's view that Investcorp's
liquidity, leverage and funding profile have stabilized and could
improve over the medium term, absent a material market stress.

Rating Sensitivities

Fitch believes that near-term rating upside is likely limited due
to Investcorp's volatility in profitability (particularly asset-
based income associated with private equity and hedge fund
investments), a significant proportion of high-cost preferred
stock in the capital base, and wholesale funding structure. A one-
notch upgrade could be achievable over the longer term if
Investcorp is able to successfully increase the proportion of fee
income, decrease more volatile asset-based income and improve
fixed charge coverage. This assumes that leverage metrics continue
to improve, liquidity grows and the level of co-investments
continues to decline according to management's plans.

Should Investcorp be unable to generate sufficient earnings to
cover fixed charges, reverse continued net AUM outflows and/or
maintain the recent decline in co-investments, ratings could be
downgraded. Furthermore, if the sovereign rating of Bahrain (rated
'BBB', Outlook Stable by Fitch) was downgraded significantly,
Investcorp's ratings would be downgraded as Fitch does not
envision rating the issuer above the sovereign ratings.

Fitch has taken the following rating actions:

Investcorp Bank B.S.C.

-- Long-term Issuer Default Rating (IDR) affirmed at 'BB';
    Outlook Stable;
-- Short-term IDR affirmed at 'B';
-- Viability Rating affirmed at 'bb';
-- Support Rating affirmed at '5';
-- Support Rating Floor affirmed at 'NF'.

Investcorp S.A.

-- Long-term IDR affirmed at 'BB'; Outlook Stable;
-- Short-term IDR affirmed at 'B';
-- Senior unsecured debt affirmed at 'BB'.

Investcorp Capital Ltd.

-- Long-term IDR affirmed at 'BB'; Outlook Stable;
-- Short-term IDR affirmed at 'B';
-- Senior unsecured debt affirmed at 'BB'.


JACKSONVILLE BANCORP: Amends 10MM Subscription Rights Prospectus
----------------------------------------------------------------
Jacksonville Bancorp, Inc., amended its registration statement
relating to the distribution of subscription rights exercisable
for up to an aggregate of 10 million shares of the Company's
common stock.

Each whole subscription right will entitle a holder of the
Company's common stock, to purchase [   ] shares of common stock,
at a subscription price of $0.50 per share.  The subscription
price is the same price, on an as-converted basis, at which the
Company effected its December 2012 private placement of 50,000
shares of the Company's Series A Preferred Stock.  The offerees
and purchasers of the Series A Preferred Stock in the Private
Placement have waived their rights to participate in this rights
offering and will not be receiving any subscription rights.

The subscription rights will expire if they are not exercised by
5:00 p.m., New York time, on [   ], 2013, unless the Company
extends the rights offering period.

Concurrently with the rights offering, shares of common stock
offered by this prospectus that remain unsubscribed for in the
rights offering will be offered for sale to the public through
Hovde Group, LLC, who the Company has engaged to act as the
Company's financial advisor and sales agent in the public
offering.  Hovde will act on a "best efforts" basis only.  Because
the offering is not underwritten by a broker-dealer on a firm
commitment basis, there can be no assurance that any unsubscribed
shares of common stock the Company is offering to the public will
be sold.

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

                        http://is.gd/y9slwb

                     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.


JAMES RIVER: BNP Paribas Held 5.5% Equity Stake at Sept. 30
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, BNP Paribas Arbitrage, SNC, disclosed that as
of Sept. 30, 2013, it beneficially owned 2,084,724 shares of
common stock of James River Coal Co representing 5.5 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/4tCrBc

                          About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $1.16 billion in
total assets, $944.75 million in total liabilities and $215.26
million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JEFFERSON COUNTY, AL: Citizens Slam Bankruptcy Plan
---------------------------------------------------
Law360 reported that a putative class of Jefferson County, Ala.,
citizens objected to Jefferson's bankruptcy plan in Alabama
federal court on Oct. 4, saying the county intends to illegally
impose unfair sewer rates without giving citizens adequate time or
information to object.

According to the objection filed by three citizens currently
paying to access the county's sewer system, the bankruptcy plan
preliminarily approved by a federal judge in August would cause
undue harm to Jefferson County residents and strip them of their
constitutional rights, the report related.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley ArantBoult Cummings LLP and Klee, Tuchin, Bogdanoff&
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.

In June 2013, the county reached settlement with holders of 78
percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid $1.84
billion through a refinancing, according to a term sheet.  The
settlement calls for JPMorgan Chase & Co., the owner of $1.22
billion in bonds, to make the largest concessions so other
bondholder will recover more.

On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt
adjustment.  Pursuant to the Plan, sewer bondholders will receive
65 percent in cash. If they elect to waive claims against JPMorgan
and bond insurers, they receive 80 percent in cash.  Bondholders
supporting the plan already agreed to waive claims and receive the
larger recovery.  Existing sewer bonds will be canceled in
exchange for payments under the plan.  The county will fund plan
distributions by selling new sewer bonds calculated to generate
$1.96 billion to cover the $1.84 billion earmarked for existing
sewer bondholders.  JPMorgan has agreed to waive $842 million of
the sewer debt and a $657 million swap debt, resulting in an 88
percent overall write off by JPMorgan.  To finance the new sewer
bonds, there will be 7.4 percent in rate increases for sewer
customers in each of the first four years.  In later years, rate
increases will be 3.5 percent.


JVMW PROPERTIES: Wants Oct. 19 Extension of Plan Deadline
---------------------------------------------------------
JVMW Properties Management Corp. asks the U.S. Bankruptcy Court
for the District of Puerto Rico to grant it an extension of 30
days to file the required Disclosure Statement and Plan of
Reorganization, or until Oct. 19, 2013.

The Debtor tells the Court it has obtained a firm commitment from
an undisclosed party who has expressed interest to acquire all of
the company's and two other related entities' assets in exchange
for a lump sum payment to Banco Popular de Puerto Rico.  According
to the Debtor, BPPR is evaluating the proposal.

JVMW says that additional time is needed to review the proposal
and conclude negotiations with BPPR.

                    About JVMW Properties

JVMW Properties Management Corp filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-02532) on April 1, 2013.  The petition
was signed by Julio Blanco D'Arcy, as president.  The Debtor
scheduled assets of $15,694,947 and liabilities of $25,782,161.
Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC represents
the Debtor in its restructuring effort.


LAFAYETTE YARD: Has Interim Authority to Access $2MM DIP Loan
-------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey gave LaFayette Yard Community Development
Corporation interim authority to obtain from Racebrook Capital
Advisors LLP $200,000 from a senior secured priming and
superpriority debtor-in-possession credit facility with a
commitment amount equal to $2.0 million.

The obligations of the Debtor to the DIP Lender, subject only to a
carve-out, will be secured by (i) a fully perfected priming first-
priority security interest in all of the Debtor's assets,
including insurance and other proceeds; (b) a perfected first
priority, senior security interests in all of the Debtor's
collateral; and (c) a junior priority, perfected security
interests in all of the Debtor's encumbered property.  The DIP
Lender will also be granted an allowed superpriority
administrative expense claim against the Debtor.

The liens and superpriority claims granted to the DIP Lender with
respect to the DIP Facility will be subject and subordinate to a
carve-out of the DIP Liens in an aggregate amount equal to sum of:
(i) the dollar amount of those fees and expenses to the extent (a)
incurred or accrued prior to an Event of Default; (b) provided for
under the Budget; and (c) previously or subsequently allowed by
court order; plus (ii) $50,000; plus (iii) the statutory fees of
the United States Trustee pursuant to 28 U.S.C. Sec. 1930 and the
fees of the Clerk of the Bankruptcy Court, and (iv) the payment of
any claim of any subsequently appointed Chapter 7 Trustee to the
extent of $20,000, subject to the rights of the DIP Lender and any
other party in interest to object to the award of any those fees
and expenses.

The Debtor will pay interest on the unpaid principal amount,
accrued at a daily rate from the date of the agreement through and
including the maturity date, at a rate equal to 7% per annum.
During the occurrence and continuance of the event of default
additional interest will accrue on the unpaid principal and
interest of the agreement at a rate equal to 12% per annum of the
maximum amount of interest allowed by applicable law.

A full-text copy of the Interim DIP Order is available for free at
http://bankrupt.com/misc/LAFAYETTEdipord0926.pdf

A final hearing will be held on Oct. 15, 2013, at 11:00 a.m.
Objections are due Oct. 10.

Gregory Johnson, Esq., at WONG FLEMING, in Princeton, New Jersey;
and Robert L. Rattet, Esq. -- rrattet@ddw-law.com -- Dawn Kirby,
Esq. -- dkirby@ddw-law.com -- and Julie Cvek Curley, Esq. --
jcvek@ddw-law.com -- at DELBELLO DONNELLAN WEINGARTEN WISE &
WIEDERKEHR, LLP, in White Plains, New York, represent the Debtors.

Joseph T. Moldovan, Esq. -- jmoldovan@morrisoncohen.com -- and
Robert K. Dakis, Esq. -- rdakis@morrisoncohen.com -- at Morrison
Cohen LLP, in New York; and Richard M. Meth, Esq. --
rmeth@foxrothschild.com -- at Fox Rothschild LLP, in Roseland, New
Jersey, represent the DIP Lender.

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 23, 2013 (Case No. 13-30752, Bankr.
D.N.J.).  The Debtor is represented by Gregory G. Johnson, Esq.,
at Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.


LAFAYETTE YARD: Can Continue to Operate Using Cash
--------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey gave interim authority for LaFayette Yard
Community Development Corporation to continue to use the cash
collateral securing its prepetition indebtedness.

As adequate protection and in consideration for the use of Cash
Collateral, Wells Fargo Bank National Association, as indenture
bond trustee, will receive a replacement lien and a supplemental
lien, and will be granted a super-priority administrative expense
claim, subject to a carve-out.  Holders of the prepetition loans
from the New Jersey Economic Development Authority, from the
Capital City Redevelopment Corporation, and from the State of New
Jersey, subject to the carve-out, will also be granted a
replacement lien and a super-priority administrative expense claim
as adequate protection and in consideration for the use of any
Cash Collateral.

The "Carve Out" means fees and expenses of professionals retained
by the Debtor or a Committee in an aggregate amount not to exceed
the sum of: (i) the dollar amount of those fees and expenses to
the extent (a) incurred or accrued prior to a Termination Event;
(b) provided for under the Budget; and (c) previously or
subsequently allowed by court order; plus (ii) $50,000; plus (iii)
the statutory fees of the United States Trustee pursuant to 28
U.S.C. Sec. 1930 and the fees of the Clerk of the Bankruptcy
Court, and (iv) the payment of any claim of any subsequently
appointed Chapter 7 Trustee to the extent of $20,000.

Any objection to the Interim Order must be filed on or before
Oct. 10, 2013.  A final hearing will be held at 11:00 a.m. on
Oct. 15.

A full-text copy of the Interim Cash Collateral Order is available
for free at http://bankrupt.com/misc/LAFAYETTEcashcolord0926.pdf

Gregory Johnson, Esq., at Wong Fleming, in Princeton, New Jersey;
and Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek
Curley, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, in White Plains, New York, represent the Debtor.

William W. Kannel, Esq. -- wkannel@mintz.com -- and Ian A. Hammel,
Esq. -- ihammel@mintz.com -- at Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., in Boston, Massachusetts, represent the
Bond Trustee.

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 23, 2013 (Case No. 13-30752, Bankr.
D.N.J.).  The Debtor is represented by Gregory G. Johnson, Esq.,
at WONG FLEMING, ATTORNEYS AT LAW, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP, in
White Plains, New York.


LAFAYETTE YARD: Taps Sheldon Good as Auctioneer
-----------------------------------------------
LaFayette Yard Community Development Corporation seeks authority
from the U.S. Bankruptcy Court for the District of New Jersey to
employ Racebook Marketing Concepts, LLC, d/b/a Sheldon Good &
Company, as auctioneer of its assets.

The Debtor believes that the best way to maximize the value of its
estate is to sell substantially all of the assets through an
auction sale process.  Sheldon Good has considerable expertise in
auction sales of depressed real estate, and has particular
expertise in conducting auctions of hotel properties, Gregory
Johnson, Esq., at Wong Fleming, in Princeton, New Jersey, tells
the Court.

Pursuant to an engagement agreement, Sheldon will receive a
commission in an amount equal to 1% of the sales price of the
Debtor's property.  In addition, Sheldon will advance no more than
$40,000 on behalf of the Debtor toward marketing expenses.

Sheldon is an affiliate of Racebrook Capital Advisors LLC, the DIP
lender.  Racebrook Capital and Racebrook Marketing share common
ownership.  Racebrook Marketing is the sole owner and member of
Sheldon Good.  Furthermore, Racebrook Capital and Sheldon Good
share only one Director, the chairman of the board of all
Racebrook entities, and share only one Officer, their general
counsel.  Further, management of Sheldon Good is independent of
other Racebrook entities.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

The Debtor is also represented by Robert L. Rattet, Esq., Dawn
Kirby Arnold, Esq., and Julie Cvek Curley, Esq., at DELBELLO
DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP, in White Plains, New
York.

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 23, 2013 (Case No. 13-30752, Bankr.
D.N.J.).  The Debtor is represented by Gregory G. Johnson, Esq.,
at Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.


LAST MILE: Panel May Hire Receivable Mgmt as Collections Agent
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Last Mile, Inc.
aka Sting Communications, sought and obtained authorization from
the Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York to retain The Receivable
Management Services Corporation ("RMS") as collections agent, nunc
pro tunc to Sept. 18, 2013.

RMS will assist the Committee in pursuing causes of action by
providing services that the Committee deems necessary and
beneficial, including, but not limited to:

   (a) analyzing, and investigating transactions with non-debtor
       entities and other related parties;

   (b) performing a preliminary investigation and assessment of
       Causes of Action;
   (c) identifying and analyzing recipients of avoidable
       transfers;

   (d) issuing demand letters to entities identified as recipients
       of avoidable transfers;

   (e) performing collections services on behalf of the Committee
       with respect to Causes of Action;

   (f) negotiating settlements of Causes of Action; and

   (g) performing such other services as the Committee and its
       counsel deem necessary.

RMS will pursue resolution of the Causes of Action in conjunction
with Whiteford, Taylor & Preston, LLP on behalf of the Committee.
RMS and Whiteford, Taylor, collectively, will be compensated for
their services on a contingent fee basis of 27.5% of the gross
amounts recovered from the Causes of Action, which will be
allocated between Whiteford Taylor and RMS based upon worked
performed.

Pursuant to the Sale Transaction granted May 16, 2013, the Debtor,
the Committee and Global Leveraged Capital Advisors LLC agreed
that all that all estate claims, causes of action, and rights of
recovery sounding in avoidance under Chapter 5 of the Bankruptcy
Code or any other theory, would vest post-closing in GLC, provided
that GLC agreed to pay to the general unsecured creditors a sum
equal to 30% in the aggregate of the Net Proceeds realized from
the prosecution and settlement of the Causes of Action.

Steven D. Sass, senior vice president of legal services in RMS,
assured the Court that the 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 Debtors and their
estates.

RMS can be reached at:

       Steven D. Sass, Esq.
       THE RECEIVABLE MANAGEMENT SERVICES CORPORATION (RMS)
       307 International Cir Ste 270
       Hunt Valley, MD 21030-1322
       Tel: (410) 773-4040
       Fax: (410) 773-4057
       E-mail: steven.sass@rms-iqor.com

                     About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Thomas A. Pitta, Esq. at Emmet, Marvin & Martin, LLP
represents the Debtor in its restructuring effort. In its
schedules, the Debtor disclosed $11,757,058 in assets and
$23,300,655 in liabilities.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Last Mile Inc., aka Sting Communications.
Halperin Battaglia Raicht, LLP, serves as counsel for the
Committee.


LAST MILE: Court Approves Whiteford Taylor as Committee Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Last Mile, Inc.
aka Sting Communications, sought and obtained permission from the
Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York to retain Whiteford, Taylor & Preston, LLP as
special counsel, nunc pro tunc to Sept. 18, 2013.

The Committee requires Whiteford Taylor to:

   (a) commence and prosecute the Causes of Action as appropriate;

   (b) negotiate settlements of the Causes of Action; and

   (c) perform other services as the Committee and its
       counsel deem necessary.

Whiteford Taylor will pursue the Causes of Action in conjunction
with RMS on behalf of the Committee on a contingent fee basis of
27.5% of the gross amounts recovered from the Causes of Action,
which will be allocated between Whiteford Taylor and RMS based
upon worked performed.

Whiteford Taylor will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Pursuant to the Sale Transaction granted May 16, 2013, the Debtor,
the Committee and Global Leveraged Capital Advisors, LLC agreed
that all that all estate claims, causes of action, and rights of
recovery sounding in avoidance under Chapter 5 of the Bankruptcy
Code or any other theory, would vest post-closing in GLC, provided
that GLC agreed to pay to the general unsecured creditors a sum
equal to 30% in the aggregate of the Net Proceeds realized from
the prosecution and settlement of the Causes of Action.

Brent C. Strickland, Esq., a partner at Whiteford Taylor, assured
the Court that the 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 Debtors and their estates.

Whiteford Taylor can be reached at:

       Brent C. Strickland, Esq.
       WHITEFORD, TAYLOR & PRESTON, LLP
       Seven Saint Paul Street, Ste 1800
       Baltimore, MD 21202
       Tel: (410) 347-9402
       Fax: (410) 223-4302
       E-mail: bstrickland@wtplaw.com

                     About Last Mile

Based in Lebanon, Pennsylvania, Last Mile Inc., aka Sting
Communications, is a telecommunications services company
delivering advanced Ethernet transport services.  It specializes
in designing, implementing and managing Wide Area Networks that
leverage the power of Internet Protocol to link the customers'
locations securely, efficiently and cost effectively to support
delivery of advanced applications, voice, data and video at
scalable broadband speeds.

Last Mile filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 11-14769) on Oct. 12, 2011.  Judge Sean H. Lane presides over
the case.  Thomas A. Pitta, Esq. at Emmet, Marvin & Martin, LLP
represents the Debtor in its restructuring effort. In its
schedules, the Debtor disclosed $11,757,058 in assets and
$23,300,655 in liabilities.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Last Mile Inc., aka Sting Communications.
Halperin Battaglia Raicht, LLP, serves as counsel for the
Committee.


LEHMAN BROTHERS: To Pay Another $15.6-Bil. to Creditors
-------------------------------------------------------
Lehman Brothers Holdings Inc. said it would pay another $15.6
billion to creditors under its $65 billion payout plan on
October 3.

Of the total amount, about $11.1 billion will go to third-party
creditors and non-controlled affiliates.  It also includes $4.1
billion of payments among Lehman, its affiliated debtors and
controlled affiliates, according to documents filed with the U.S.
Bankruptcy Court for the Southern District of New York.

In addition, Lehman will pay $276 million to holders of claims it
recently approved who would otherwise have received the money in
previous distributions, and another $60.7 million on account of
post-petition interest to holders of claims that have been paid
in full.  A full-text copy of the court filing is available
without charge at http://is.gd/lBYKBx

Lehman has already paid half of the $65 billion it aims to pay by
2016 or so.  In its initial distribution on April 17, 2012, the
company paid $22.5 billion, of which $10.208 billion went to its
creditors while $3.235 billion was paid to creditors of its
commercial paper unit.

On October 1, 2012, Lehman paid another $10.2 billion, of which
more than $6.75 billion was paid to its creditors while more than
$2.51 billion went to creditors of the commercial paper unit.
The company paid more than $14 billion in its third distribution
on April 4, 2013.

The company's fifth distribution to creditors is expected to be
made within five business days of March 30, 2014.

Lehman's payout plan, which treats creditors of its subsidiaries
better than its own creditors, was confirmed by the U.S.
Bankruptcy Court for the Southern District of New York in
December 2011.  On March 6, 2012, the company officially emerged
from bankruptcy protection.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

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


LEHMAN BROTHERS: Seeks Rejection of Freddie Mac's $1.2-Bil. Claim
-----------------------------------------------------------------
Lehman Brothers Holdings Inc. is blocking efforts by Freddie Mac
to have its $1.2 billion claim placed ahead of other claims filed
in the company's bankruptcy case.

In a court filing, Lehman asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to reject
Freddie Mac's "priority" claim in order to free up hundreds of
millions of dollars for other creditors.

The claim stemmed from two loans Freddie Mac made to Lehman
before the company filed for Chapter 11 protection in 2008.
Freddie Mac asserts that the claim is entitled to priority under
Lehman's $65 billion payout plan pursuant to the Housing and
Economic Recovery Act of 2008.  Lehman, however, said the claim
fits into none of the priority categories under U.S. bankruptcy
law.

Lehman previously proposed to allow the claim as a "general
unsecured" claim but Freddie Mac turned down the proposal.  The
company needs to maintain a $1.2 billion cash reserve for the
disputed claim until the bankruptcy court classifies it as
general unsecured, according to the filing.

"The priority reserve is prejudicial to the thousands of
creditors holding allowed claims against LBHI," said its lawyer,
Alfredo Perez, Esq., at Weil Gotshal & Manges LLP, in New York.

"Indeed, these creditors are being deprived of their pro rata
share of the hundreds of millions of dollars that would be made
available for distribution upon proper classification of the
claim and the elimination of the excess from the priority
reserve," Mr. Perez said in court papers.

Judge Peck will hold a hearing on Oct. 24.  Objections are due by
Oct. 15.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

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


LEHMAN BROTHERS: Has Paid More Than $2 Billion to Advisors
----------------------------------------------------------
Lehman Brothers Holdings Inc. has paid more than $2 billion in
fees and expenses to bankruptcy professionals, dwarfing the
previous record of $757 million in Enron Corp.'s bankruptcy.

Lehman's legal counsel Weil Gotshal & Manges LLP has made almost
$500 million since the company's bankruptcy started and more than
$600 million has gone to its turnaround manager Alvarez & Marsal
Inc., according to a Sept. 11 report by Erik Larson of Bloomberg
News.

Harvey Miller, Esq., a partner at Weil Gotshal lawyer, said the
fees are reasonable considering they went to hundreds of people,
including financial advisers, forensic accountants, appraisers,
and tax specialists.

"It has been the largest, most complex case ever filed," Mr.
Miller said in an e-mail sent to Bloomberg.  "Professionals had
to be engaged all over the world to protect Lehman assets."

Mr. Miller said the fees are justified given the effort put into
the case, including many days of "24-7" work by employees.

Weil Gotshal, which represented Lehman in financial matters for
more than two decades before its bankruptcy, won court approval
in 2008 to bill as much as $950 an hour for its top lawyers.
That figure rose to $990 by 2010 and as much as $1,000 for
partners working overseas, court records show.

The Lehman case should be viewed as a success even with the fees,
according to Stephen Lubben, a bankruptcy professor at Seton Hall
University School of Law in Newark, New Jersey.

"The creditors got a pretty decent recovery given the
circumstances," Mr. Lubben told Bloomberg in a phone interview.
"If you think of the fees as the price the creditors pay to get
this recovery, I'm sure most of them would be willing to pay."

Robert Lawless, a professor at the University of Illinois College
of Law in Champaign, said Lehman's fees are well within
historical norms for very large cases, particularly for a case
involving assets of $639 billion.  He said fees usually total 2%
to 4% of a bankrupt company's assets.

Lehman is scheduled to pay out $14 billion to creditors on
Oct. 3, bringing total distributions to $43 billion since the
Chapter 11 plan was approved, according to court records and
Mr. Miller.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

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


LEHMAN BROTHERS: Court Sets Oct. 31 Admin. Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan set an Oct. 31, 2013,
deadline for filing administrative expense claims against Lehman
Brothers Inc. arising between Sept. 19, 2008 and Aug. 31, 2013.

The court also approved a procedure for filing proofs of claim
for administrative expenses.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

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


LEHMAN BROTHERS: $1.842 Billion Recovered From ADR Settlements
--------------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman Brothers Holdings' legal
counsel, filed its 46th status report on the settlement of claims
it negotiated through the so-called alternative dispute resolution
process.

The report noted that since the filing of the 45th status report,
Lehman has served one additional ADR notice, bringing the total
number of notices served to 431.

The company also reached settlements with counterparties in nine
ADR matters, five as a result of mediation.  Upon closing of
those settlements, the company will recover a total of
$1,842,080,288.  Settlements have now been reached in 280 ADR
matters involving 374 counterparties.

As of Sept. 18, 112 of the 120 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only eight mediations were terminated without settlement.

Another mediation is scheduled to be conducted on Oct. 24, 2013.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

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


LEHMAN BROTHERS: Demands Documents for Baupost's $600MM Claim
-------------------------------------------------------------
Lehman Brothers Holdings Inc. asked the U.S. Bankruptcy Court in
Manhattan to force Baupost Group LLC to turn over documents
showing how the $300 million claim it bought from Giants Stadium
LLC was later increased to $600 million.

Lehman believes the hedge fund has "firsthand knowledge" since it
was the holder of the claim when the decision to amend it was
made.

"Baupost is not merely a passive bystander but almost certainly
was an active participant in the decision to improperly amend the
claims that seek to double the amount set forth in the original
proofs of claim," Lehman said in court papers.

Lehman sees the amendment as a "purely tactical maneuver" to
force the company to hold back more reserves for the claim and
enter into an "unfair" settlement.

The company said the documents requested can shed light on the
issue of whether amending the claim long after the bar date was
valid and was permitted under the swap deal.

Baupost in July urged the bankruptcy court to quash the subpoena
Lehman issued for the documents, saying it merely owns and
advises the funds that created the company that bought the claim.
The hedge fund also argued that what Lehman seeks is either
irrelevant or would duplicate materials already sought from
Giants Stadium.

The claim stemmed from the swap deal Giants Stadium entered into
with Lehman's special financing unit in connection with the
$700 million of auction-rate bonds it issued to finance the
construction of a football stadium in New Jersey.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

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


LIFE CARE: Court Sets Nov. 12 as Claims Bar Date
------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Jacksonville Division, has set Nov. 12, 2013 at 4:00 p.m.
prevailing Eastern time, as the deadline for filing proofs of
claim in the bankruptcy case of Life Care St. Johns Inc.

Attorneys for the Debtor can be reached at:

         Richard R. Thames, Esq.
         50 N. Laura Street, Suite 1600
         Jacksonville, FL 32202
         Tel: (904) 358-4000
         Fax: (904) 358-4001

                      About Life Care St. Johns

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  Navigant Capital Advisors, LLC,
acts as the Debtor's financial advisor.  American Legal Claim
Services, LLC, serves as claims and noticing agent.

The Committee of Creditors Holding Unsecured Claims appointed in
the bankruptcy case of Life Care St. Johns, Inc., is represented
by Akerman Senterfitt's David E. Otero, Esq., and Christian P.
George, Esq., in Jacksonville, Florida.

Bruce Jones signed the petition as CEO.  The Debtor estimated
assets of at least $10 million and debts of at least $50 million.


LIGHTSQUARED INC: Dish Again Under Fire Over Bid
------------------------------------------------
Sharon Terlep, writing for The Wall Street Journal, reported that
Dish Network Corp. has again come under fire over its takeover bid
for a telecommunications firm, a potential deal that could be
personally lucrative for Dish Chairman Charlie Ergen.

According to the report, shareholders suing the satellite-
television company over its handling of an offer for LightSquared
Inc. argue that two directors appointed by Dish to a committee to
evaluate the merits of that lawsuit have close ties to Mr. Ergen
and the company, according to court documents filed on Oct. 4.

The filing said one director, Tom Ortolf, has a daughter who works
at Dish; the other, George Brokaw, chose Mr. Ergen's wife, Cantey
Ergen -- a Dish director named in the shareholder suit -- to be
the godmother of his son, according to the documents, which were
filed in Clark County, Nevada, the report related.  Those
relationships could compromise their independence in the matter,
the shareholders alleged.

A Dish spokesman declined to make Messrs. Ortolf or Brokaw or
either of the Ergens, available for comment, the report said.  He
referred to a statement from the company, included in the court
filing, that said neither of the directors is "subject to any
interest that, in the opinion of the Board or Directors, would
interfere with the exercise by him of his independent judgment" as
a member of the committee.

Dish in July made a $2.2 billion bid for LightSquared, which filed
for bankruptcy-court protection last year, the report recalled.
Mr. Ergen in the past year or so bought LightSquared debt at
discounts through an investment vehicle, and stands to profit
personally if Dish purchases the company, according to court
documents and people familiar with the trades.

                      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: Seeks to Obtain $2.5-Mil. in DIP Loans from Reich
-------------------------------------------------------------
Lily Group, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of Indiana, Terre Haute Division, to
incur postpetition debt up to $2.5 million on a priming secured
and super-priority administrative claim basis from Reich Brothers,
LLC.

Reich will have a first priority priming lien on the Debtor's
assets to secure the DIP Loan and a super-priority allowed
administrative claim with respect to the DIP Loan.

The DIP Loan will accrue at an interest at the greater of LIBOR
plus 8% per annum or 14.25% per annum.

According to David R. Krebs, Esq., at Tucker Hester Baker & Krebs,
LLC, in Indianapolis, Indiana, LGI is in immediate need for the
DIP Loan to assist it in maintaining and preserving its estate as
a going concern in preparation for an anticipated sale through
Section 363 of the Bankruptcy Code.

The Debtor is also represented by Courtney E. Chilcote, Esq., at
Tucker Hester Baker & Krebs, LLC, in Indianapolis, Indiana.

LC Energy Holdings LLC, as assignee of Platinum Partners Credit
Opportunities Master Fund LP, complains that the proposed
postpetition financing is replete with unnecessary, and onerous
terms designed to benefit the Debtor and its insiders at the
expense of Lily Holdings, LLC, and other secured creditors having
liens upon the Debtor's assets.  Moreover, some of the expenses of
the Debtor proposes to pay are not legally permissible, while
others are simple excessive, LC Energy further complains.

LC Energy is represented by James A. Knauer, Esq. --
jak@kgrlaw.com -- at Kroger, Gardis & Regas, LLP, in Indianapolis,
Indiana.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23 in Terre Haute,
listing assets and debt both exceeding $10 million.

The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at TUCKER, HESTER, BAKER & KREBS, LLC, in
Indianapolis, Indiana.


LILY GROUP: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------
Lily Group, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Indiana a list disclosing that the following
creditors hold the 20 largest unsecured claims:

   Entity                     Nature of Claim   Amount of Claim
   ------                     ---------------   ---------------
Paul Richard Risinger         Royalties             $18,500,000
James Stuckert                Royalties              $1,800,000
Lily Group Holdings           Equipment              $6,400,000
MacAllister Machinery Co.     Lawsuit                $1,019,035
KREG Equities, Ltd.           Royalties              $1,000,000
Hendrix Electric              Open Account             $974,643
Kammco Co., LLC               Open Account             $781,002
Heartland Pump Rental & Sales Open Account             $587,616
Rockwood Casualty             Open Account             $437,769
Solomon Howell                Open Account             $400,000
Internal Revenue Service      Withholding Taxes        $236,561
Custom Engineering, Inc.      Open Account             $198,082
James McDonald                Legal Services           $171,444
Ceres Solutions, LLP          Open Account             $146,155
N.E.W. Interstate Concrete    Open Account             $131,450
Bramco MPS Co.                Open Account             $129,629
Fairmont Supply Company       Open Account             $129,448
Grabner Blasting              Open Account             $128,161
REI Drilling                  Open Account             $116,954
Michael Morris                Open Account             $107,046

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23 in Terre Haute,
listing assets and debt both exceeding $10 million.

The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at TUCKER, HESTER, BAKER & KREBS, LLC, in
Indianapolis, Indiana.


MEMORIAL PRODUCTION: S&P Affirms 'B-' Rating; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B-'
issue-level rating, with a '5' recovery rating, on Memorial
Production Partners L.P.'s senior unsecured notes due 2021 after
the partnership announced a proposed $300 million add-on to the
issue.  Memorial Production Partners intends to use the net
proceeds from this offering to refinance borrowing under its
credit facility, incurred in part to fund the recent acquisition
of oil and gas properties in the Permian Basin, East Texas, and
the Rocky Mountains.  The 'B' corporate credit rating and stable
outlook remain unchanged.

The ratings on Memorial Production Partners are based on Standard
& Poor's assessment of the partnership's "vulnerable" business
risk and "highly leveraged" financial risk.  The ratings continue
to reflect a relatively small production base relative to the
partnership's speculative-grade exploration and production peers,
an aggressive financial policy characterized by a reserve
replacement strategy that has relied heavily on acquisitions, and
a relatively high dividend payout to unitholders.  S&P's ratings
also reflect the partnership's favorable cost structure and strong
hedge book for the next several years, which should provide some
stability against hydrocarbon volatility, and modest capital
spending requirements.

Ratings List

Memorial Production Partners L.P.
Corporate Credit Rating                    B/Stable/--

Ratings Affirmed

Memorial Production Partners L.P.
Memorial Production Finance Corp.
Senior Unsecured Notes due 2021            B-
  Recovery Rating                           5


MF GLOBAL: Customers Seek Closure with Final Payments
-----------------------------------------------------
Julie Steinberg, writing for The Wall Street Journal, reported
that it's been a long two years for former customers of MF Global
Inc., the brokerage unit of MF Global Holdings Ltd.

According to the report, in the week leading up to the firm's
bankruptcy on Oct. 31, 2011, an estimated $1.6 billion in customer
money flew out the door as the firm frantically tried to fill
margin calls. A bankruptcy trustee has since recovered 98% of
customer property for those who traded on U.S. exchanges, and 74%
for those who traded on foreign exchanges.

The trustee, James Giddens, filed an allocation motion this week
to recover the rest of the money, this time for all customers, the
report related.  The motion needs to be approved by a judge, and a
hearing on the matter has been called for as soon as Oct. 31.

While some customers are thrilled to get their money back, they
don't consider the matter closed, the report said.

'You're damn right, I'm excited," said Rob Brenneman, the owner of
a hog farm in Washington, Iowa, who had about $860,000 with MF
Global that was frozen, the report further related.  Reached for a
phone interview, Mr. Brenneman said he would let his tractor drive
itself while he discussed the continuing legal fallout from the
historic bankruptcy.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MF GLOBAL: Corzine, Others Ask Judge to Rethink Insurance Ruling
----------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that Jon Corzine and other former MF Global officials are asking a
bankruptcy judge to reconsider his decision to deny them access to
an additional $10 million in insurance money as their legal
defense bills pile up.

According to the report, in a filing with U.S. Bankruptcy Court in
Manhattan on Oct. 4, lawyers for the former MF Global officials
said Judge Martin Glenn's Sept. 20 decision to delay payment of
the $10 million came at a time of "pressing need" to fund their
defenses. They said the inability to access the directors and
officers insurance is causing their clients "severe hardship."

Judge Glenn earlier in the case cleared the former executives to
access $30 million in insurance coverage but said they'd have to
come back to court to ask for more, the report related.  Former MF
Global customer Sapere Wealth Management appealed that decision,
prompting Judge Glenn to deny the officials' most recent request
to give Sapere a chance to argue its case before he releases the
additional $10 million. A Sapere lawyer didn't respond to a
request for comment.

Lawyers for Mr. Corzine, MF Global's former chief executive, and
more than 20 other former MF Global employees said in the filing
that they're facing at least 23 lawsuits filed by bankruptcy
trustees, regulatory agencies and customers, the report further
related.

"With only a handful of exceptions, the Individual Insureds lack
the financial resources to pay their lawyers to defend them," the
lawyers said in the filing, noting many of the former employees
haven't found work since MF Global collapsed on Oct. 31, 2011, the
report added.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


NABRUBUS INVESTMENT: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Nabrubus Investment, Development and Equity LLC
        492 W Wirghtwood
        Elmhurst, IL 60126

Case No.: 13-39410

Chapter 11 Petition Date: October 7, 2013

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

Judge: Hon. Benjamin Goldgar

Debtor's Counsel: Allan Fridman, Esq.
                  LAW OFFICE OF O. ALLAN FRIDMAN
                  555 Skokie Blvd, Suite 500
                  Northbrook, IL 60062
                  Tel: 847 412-0788
                  Fax: 847 412-0898
                  Email: allanfridman@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Darrick Samocik, manager.

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


NAVISTAR INTERNATIONAL: Fitch Affirms 'CCC' Issuer Default Ratings
------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) for
Navistar International Corporation (NAV), Navistar, Inc. and
Navistar Financial Corporation (NFC) at 'CCC'. In addition, Fitch
assigns a rating of 'CC'/'RR6' to NAV's planned $200 million of
senior subordinated convertible notes due 2018. Proceeds from the
new notes will be available for general corporate purposes and to
repay a portion of 3% senior subordinated notes scheduled to
mature October 2014. A full list of ratings is shown at the end of
this release.

Fitch has removed the Positive Rating Outlook on NAV due to
uncertainty about the timing of possible future changes in the
company's credit profile, particularly as the operating
environment remains difficult. Fitch believes NAV's past actions
to revise its engine strategy and improve liquidity could support
stronger operating results and rebuild financial flexibility over
the long term, but the effectiveness of these actions will be
subject to near term challenges surrounding the company's market
share and industry demand for heavy duty trucks.

Key Rating Drivers

NAV has made meaningful progress in implementing its revised
engine strategy that involves Selective Catalytic Reduction (SCR)
emissions technology. The introduction of SCR technology on NAV's
heavy duty engines was completed in August 2013 and is currently
being phased in on its medium duty engines. NAV also continues to
restructure and streamline its manufacturing and engineering
operations to improve efficiency and cut costs which can be
expected to support margins over the long term. NAV estimates it
will reduce its cost structure by $50 million - $60 million in
2014 in addition to $236 million of savings realized to date.

Key rating concerns include low sales volumes related to weak
industry demand for heavy duty trucks, declines in the company's
market share, high warranty costs, operating losses and negative
free cash flow. NAV's share in its traditional heavy and medium
duty truck markets fell to 14% and 24%, respectively, in the third
fiscal quarter of 2013 compared to 18% and 23%, respectively, in
fiscal 2012. Orders have recently improved for certain heavy duty
trucks which could begin to boost sales in future periods, but
orders for medium duty trucks have been especially weak pending
NAV's implementation of SCR technology in the medium duty market.
NAV recently added the Cummins medium-duty ISB engine to its
offerings, but full introduction of SCR in medium duty engines
will take place largely in 2014.

Concerns about the availability and use of emissions credits are
declining as the production of SCR engines increases. Non-
conformance penalties totaled $7 million in the third quarter of
fiscal 2013 compared to $10 million in the year-earlier-quarter.
NAV has received required regulatory approvals of its reconfigured
emissions compliant engines and on-board diagnostics, and there
are sufficient emissions credits to support sales of medium duty
vehicles equipped with non-compliant engines into 2015.

Warranty expense more than doubled in 2012 to $895 million and has
remained high in 2013, at $594 million through the first nine
months. Charges in 2012 included more than $400 million of
adjustments to pre-existing warranties. Warranty expenses are
largely attributable to complexity surrounding engine emissions
regulations, especially for engines produced in 2010. Cash charges
could be high in the near term as NAV makes repairs related to
accrued warranty liabilities.

Manufacturing sales declined nearly 16% in the first nine months
of 2013 due to lower industry deliveries, NAV's deteriorating
market share, and lower military sales. NAV continues to generate
significant operating losses and may not return to profitability
until it completes its transition to SCR technology and rebuilds
market share. To preserve cash, NAV is limiting capital spending,
pruning non-core operations, and expanding restructuring actions.

Manufacturing free cash flow (FCF) was negative $383 million
through the first nine months of fiscal 2013. Fitch expects it
will be negative for the full year and possibly again in fiscal
2014 before the full impact of NAV's revised engine strategy and
cost restructuring become evident. NAV's FCF is usually strongest
in the last two quarters but is currently pressured by low sales
volumes, costs to implement SCR emissions technology, high
warranty cash costs, and pension contributions. FCF in 2014 could
potentially benefit from higher sales volumes if the growth in
orders for heavy duty trucks in the third quarter is sustained,
costs decline related to the implementation of SCR, and NAV
realizes expected savings from restructuring.

NAV's liquidity at July 31, 2013 included manufacturing cash and
marketable securities totaling $1,026 million (net of BDT and BDP
joint venture cash and restricted cash) compared to net cash of
$1,448 million at FYE Oct. 31, 2012. NAV also has an undrawn $175
million ABL facility. Liquidity was offset by current maturities
of manufacturing long term debt of $116 million. Liquidity could
decline through early 2014 when working capital is typically
negative. However, working capital may be less cyclical in the
near term due to weak sales levels. In addition, NAV's financial
services business is conservatively leveraged, which provides
adequate capacity to support a planned $270 million intercompany
loan to NAV.

Pension contributions represent a recurring use of cash. NAV
estimates it will be required to contribute $166 million in 2013
and at least $200 million annually between 2014 and 2016. The
company contributed $157 million in 2012 and $86 million through
the first nine months of 2013. NAV's net pension obligations
increased to $2.1 billion at the end of fiscal 2012 from $1.8
billion in 2011. The favorable impact of higher interest rates on
the pension liability calculation could potentially reduce the
liability at the end of 2013.

Rating Sensitivities

Fitch could take a positive rating action if manufacturing FCF
returns toward a sustainable breakeven level, the SCR engine
strategy is completed successfully, NAV's market share recovers,
restructuring and integration lead to further cost savings, and
earnings improve.

Fitch could take a negative rating action if NAV's market share
fails to recover or liquidity declines materially from current
levels. If NAV's operating performance does not improve
sufficiently in the next several quarters, the company could be
challenged to fund capital expenditures, seasonal working capital
requirements, pension contributions and interest expense. Several
investors have accumulated a material portion of NAV's common
shares which contributes to some uncertainty about long-term
operating and financial policies. The ratings could also be
negatively affected depending on the outcome of the SEC's
investigation of the company's accounting and disclosure
practices.

The Recovery Rating (RR) of '1' for Navistar Inc.'s $700 million
term loan supports a rating of 'B', three levels above NAV's IDR,
as the loan can be expected to recover more than 90% in a
distressed scenario based on a strong collateral position. The
'RR4' for senior unsecured debt reflects average recovery
prospects in a distressed scenario. The RR '6' for senior
subordinated convertible notes reflects a low priority position
relative to NAV's other debt.

Navistar Financial Corporation

Fitch believes NFC is core to NAV's overall franchise, and the IDR
of the finance subsidiary is directly linked to that of its
ultimate parent due to the close operating relationship and
importance to NAV, as substantially all of NFC's business is
connected to the financing of new and used trucks sold by NAV and
its dealers. The linkage also reflects the potential that, under a
stress scenario, NAV may seek to extract capital and/or
unencumbered assets from NFC.

The relationship between NAV and NFC is formally governed by the
Master Intercompany Agreement. Also, there is a requirement
referenced in NFC's credit agreement requiring Navistar, Inc. or
NAV to own 100% of NFC's equity at all times.

Fitch views NFC's operating performance and overall credit metrics
as neutral to NAV's rating. NFC's performance has not changed
materially compared to Fitch's expectations, but its financial
profile remains tied to NAV's operating and financial performance.
Total financing revenue declined in third quarter 2013 (3Q13) on
continued reduction of NFC's retail portfolio balance and lower
wholesale financing volume to dealers. The average receivables
balance declined to $1.6 billion at July 31, 2013 compared to $2.3
billion one-year prior.

NFC's asset quality remains stable, reflecting the mature retail
portfolio which is running off. Charge-offs and provisioning
volatility has declined as NFC focuses on its wholesale portfolio,
which historically has experienced lower loss rates relative to
the retail portfolio.

NFC's leverage has remained at historically low levels due to
reduced overall financing needs. Balance sheet leverage, as
measured by total debt to equity, was 2.36x in 3Q13 compared to
3.98x one-year prior. Management believes NFC can more effectively
operate with a leverage target between 5x and 6x, consistent with
historic levels and with other Fitch-rated captives. The company
is contemplating financing actions, which may include
reestablishing dividends from NFC to NAV in efforts to maintain
adequate asset coverage and leverage, as well as to enhance
liquidity at NAV in the medium to longer term.

Liquidity is adequate at July 31, 2013, with $5.2 million of
unrestricted cash and approximately $768 million of availability
under its various borrowing facilities. In February and September
2013, NFC completed refinancings of a portion of its borrowing
facilities which Fitch believes mitigates some potential near-term
liquidity constraints.

The 'RR4' for NFC's senior secured credit facilities reflects
average recovery prospects in a distressed scenario.

As of July 31, 2013, debt totaled nearly $3.1 billion at NAV,
including unamortized discount, and $1.7 billion at the Financial
Services segment, the majority of which is at NFC.

Fitch has affirmed the following ratings:

Navistar International Corporation

-- Long-term IDR at 'CCC';
-- Senior unsecured notes at 'CCC'/'RR4';
-- Senior subordinated notes at 'CC'/'RR6'.

Navistar, Inc.

-- Long-term IDR at 'CCC';
-- Senior secured bank term loan at 'B'/'RR1'.
    Cook County, Illinois
-- Recovery zone revenue facility bonds (Navistar International
    Corporation Project) series 2010 at 'CCC'.

Illinois Finance Authority (IFA)

-- Recovery zone revenue facility bonds (Navistar International
    Corporation Project) series 2010 at 'CCC'.

Navistar Financial Corporation

-- Long-term IDR at 'CCC'.
-- Senior secured bank credit facilities at 'CCC'/'RR4'.


NAVISTAR INT'L: Moody's Affirms 'B3' CFR & Assigns 'Caa2' to Notes
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Navistar
International Corporation, including the B3 Corporate Family
Rating (CFR) and B3-PD Probability of Default Rating (PDR), and
assigned a Caa2 rating to the company's offering of $200 million
of senior subordinated convertible notes.  The rating outlook is
stable.

Ratings Rationale

The ratings reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses. These initiatives,
combined with various restructuring and cost cutting programs
completed during 2013, should significantly reduce the pace of
cash consumption during 2014, help the company strengthen its US
competitive position, and significantly improve earnings.

The stable outlook reflects Moody's expectation that Navistar's
operating performance and all of its key credit metrics will show
steady improvement through 2014. The outlook also recognizes
Moody's view that the company has adequate liquidly to comfortably
fund all cash requirements that will arise during the coming
twelve months.

Ratings affirmed are:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

Senior notes at B3 (LGD4, 55)

Industrial Revenue Bond at B3 (LGD4, 55)

Secured Term Loan at Ba3 (LGD2, 10 from LGD1, 7)

Speculative Grade Liquidity Rating at SGL-3

Ratings assigned are:

Senior subordinated convertible debenture at Caa2 (LGD-6, 94)

Navistar's loss of market share is largely attributable to the
unavailability of competitive engines following the company's
failure to receive EPA certification of its EGR emissions
technology. The paced transition to EPA- certified Cummins
engines, which is largely complete, should enable Navistar to
begin recapturing lost share. In addition, Navistar's
identification of the specific component failures that led to
large unexpected warranty charges, should contribute to a notable
reduction in future charges. Moreover, the increased use of
Cummins engines in the fleet will also reduce Navistar's future
warranty exposure. These two factors -- the lack of a competitive
engine lineup throughout its product portfolio and the spike in
warranty charges -- were the principal cause of the erosion in
Navistar's financial performance.  Moody's believes that the
company's actions address these problems.

During the coming quarters, Moody's expects to see clear evidence
that Navistar is harvesting the anticipated benefits of these
initiatives. Progress should be reflected in the company's monthly
order book, its retail share position in both medium and heavy
truck sectors, and a decline in warranty charges. The new note
offering is a positive development in that it will provide
additional liquidity until the anticipated operational
improvements are more fully realized during the course of 2014,
and the company's operating cash flow turns positive.

A critical factor supporting the ratings is the adequacy of
Navistar's pro forma $1.7 billion liquidity profile. This position
consists of a July 2013 cash position of $1 billion, proceeds from
the $200 million note offering, a newly arranged loan of $270
million from Navistar Financial Corporation (NFC), and
availability under an undrawn $175 million ABL facility. This $1.7
billion in sources should provide sufficient flexibility to fund
the company's principal needs during the coming twelve months.
These requirements include our estimate of approximately $500
million in minimum cash needed to comfortably fund normal
operating activities, the generation of negative cash from
operations that should be notably lower than the approximately
negative $500 million that will likely be generated during 2013,
and the October 2014 maturity of $570 million outstanding
convertible notes.

NFC's low level of leverage, its ample capacity under a committed
credit facility, and its continued access to the ABS market will
easily accommodate the finance operation's proposed loan of $270
million to Navistar.

Navistar's rating could come under pressure if the company is
unable to show steady progress in reestablishing a viable longterm
business position in North America. Progress will be monitored in
the areas of new order intake, retail market share, and warranty
charges and expenditures.

As Navistar achieves the anticipated levels of operational
progress, its ratings could be considered for possible upgrade by
late 2014 if metrics reach the following levels: EBIT margin
exceeding 3%; debt/EBITDA below 5X; and EBIT/interest over 1.5x.


NAVISTAR INTERNATIONAL: S&P Lowers Corp. Credit Rating to 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Illinois-based truckmaker Navistar International
Corp. (NAV) to 'CCC+' from 'B-'.  The outlook is developing.

At the same time, S&P lowered its issue rating on Navistar Inc.'s
(a NAV subsidiary) secured loan to 'B' from 'B+'.  The recovery
rating on the loan is '1', indicating S&P's expectation of strong
(90%-100%) recovery if a payment default occurs.  In addition, S&P
lowered the corporate credit rating on Navistar Financial Corp. to
'CCC+' from 'B-'.

In addition, S&P lowered its issue rating on NAV's senior
unsecured notes, as well as its subordinated debt, to 'CCC-' from
'CCC'.  The recovery ratings on these issues are unchanged at '6',
indicating S&P's expectation of negligible (0%-10%) recovery if a
payment default occurs.

S&P is also assigning a 'CCC-' issue-level rating and a '6'
recovery rating to NAV's proposed subordinated convertible notes,
due to mature in 2018.

The ratings reflect S&P's assessments of the company's business
risk profile as "vulnerable" and its financial risk profile as
"highly leveraged".

"The rating downgrades reflect our increased skepticism regarding
NAV's prospects for achieving the market shares it needs for a
successful business turnaround," said credit analyst Sol Samson.
The company has made slow progress over recent quarters, but we do
not believe that NAV's Class 8 market share will reach 18% any
time soon. Meanwhile, its medium-duty truck share has declined in
recent months, prompting the company to announce plans to offer
Cummins engines in its medium-duty trucks and buses.  Similar to
the earlier replacement of its proprietary Class 8 engines and
emissions technology offerings, this strategic repositioning
involves execution risks, higher costs, and the potential loss of
lucrative parts sales in the future.

NAV cannot rely on a robust market in 2014-2015, either.  While
Standard & Poor's is not forecasting a decline in the overall
truck market, neither can S&P rule out a slump in the medium term.
The truck industry is historically cyclical and the anemic
economic expectations for the U.S. would ordinarily have negative
implications for both medium- and heavy-duty truck demand.  (Over-
the-road Class 8 truck demand is correlated to manufacturing
levels, retail deliveries, and GDP; severe service truck demand is
geared to construction activity.)

Given the risks and uncertainties S&P associates with NAV's
prospects -- the very reasons underlying this rating action -- S&P
believes there is potential for NAV's performance to deviate
significantly from its forecast.  Nonetheless, S&P envisions a
"base-case" scenario for fiscal-years 2014 and 2015 where revenues
grow to $12 billion-$12.5 billion and losses narrow significantly
in 2014 and are close to breakeven in 2015.  NAV's debt burden is
substantial in any event and potentially unsustainable.  Assuming
that NAV can generate $500 million of EBITDA in fiscal-year 2014,
its debt leverage would be more than 10x (excluding finance-
related debt, including operating lease and retiree liabilities).

The developing outlook reflects S&P's view that NAV's cash
liquidity will not last indefinitely, although it is sufficient
for several quarters.

S&P could lower its ratings in the near term if any additional
setbacks occur to the turnaround efforts -- and jeopardized the
payment of NAV's upcoming maturity.  It would be critical if NAV's
liquidity deteriorated more rapidly than we currently anticipate
-- for example, due to loss of trade credit.

S&P could revise its corporate credit rating to 'B-' within
roughly 12 months if NAV:

   -- Amasses sufficient new liquidity to repay its upcoming
      maturity;

   -- Demonstrates that it has recaptured the market share that it
      needs for viability (in S&P's view, that equates to 18% for
      Class 8); and

   -- Restores even nominal profitability -- and starts to
      generate free cash flow -- and makes meaningful progress in
      reducing its debt burden and improving credit.


NEIMAN MARCUS: Moody's Cuts CFR to 'B3' & Rates $2.9BB Loan 'B2'
----------------------------------------------------------------
Moody's Investors Service downgraded Neiman Marcus Group LTD,
Inc.'s ("NMG") Corporate Family Rating to B3 from B2 and its
Probability of Default Rating to B3-PD from B2-PD.  The company's
Speculative Grade Liquidity rating was also lowered to SGL-2 from
SGL-1.  At the same time, Moody's assigned a B2 rating to NMG's
proposed $2.95 billion term loan, and a Caa2 rating to the
company's proposed senior unsecured notes.

This concludes the review for downgrade that was initiated on
September 10, 2013. The rating outlook is stable.

The downgrade of NMG's Corporate Family Rating acknowledges that
the company's debt levels will increase to about $4.6 billion from
$2.7 billion as a result of NMG's $6 billion leveraged buyout by
Ares Management, LLC and the Canada Pension Plan Investment Board.
Moody's expects that NMG will not be able to materially reduce its
debt levels over the next eighteen months resulting in debt to
EBITDA remaining above 7.0 times. The proceeds from the proposed
senior secured term loan and senior unsecured notes will be used
to finance NMG's leveraged buyout. In addition, the financial
sponsors along with management expect to contribute about 25% of
the purchase price.

The downgrade of NMG's Speculative Grade Liquidity rating to SGL-2
acknowledges that Moody's expects NMG to maintain lower cash
balances going forward that it has historically. It also
acknowledges that a sizable amount of NMG's free cash flow will be
used to fund a mandatory cash flow sweep to repay its term loan.
However, NMG's proposed $800 million asset based revolving credit
facility supports it maintaining good liquidity.

Ratings assigned subject to receipt and review of final
documentation:

  Proposed $2.95 billion term loan due 2020 at B2 (LGD 3, 38%)

  Proposed $960 million senior unsecured notes due 2021 at Caa2
  (LGD 5, 85%)

  Proposed $600 million senior unsecured notes due 2021 at Caa2
  (LGD 5, 85%)

Ratings downgraded:

  Corporate Family Rating to B3 from B2

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

  Speculative Grade Liquidity rating to SGL-2 from SGL-1

Ratings confirmed and LGD point estimates revised:

Neiman Marcus Group, Inc. (Old) $121 million senior secured
debentures due 2028 at B2 (to LGD 3, 38% from LGD 4, 53%)

Ratings affirmed:

  $2.56 billion senior secured term loan due 2018 at B2 (LGD 4,
  53%)

The rating on the $2.56 billion senior secured term loan due 2018
will be withdrawn upon the closing of the transaction and its
repayment in full.

Rating Rationale

NMG's B3 Corporate Family Rating reflects its very high leverage
as a result of the buyout. Moody's estimates that NMG's debt to
EBITDA will remain above 7.0 times over the next eighteen months.
The rating also acknowledges NMG's moderate interest coverage with
EBITA to interest expense pro forma for the transaction of 1.8
times at August 3, 2013. Partly mitigating NMG's very high
leverage, and the primary support for the B3 Corporate Family
Rating, is Moody's view that the luxury goods market is insulated
from certain economic pressures such as higher taxes and weak wage
growth. Moody's also believes that it is insulated from a degree
of capital markets volatility but is exposed to a prolonged
decline in the equity markets. Thus, barring a sustained decline
in the equity markets or a shock to the economic system, NMG's
performance will likely remain solid. Positive ratings
consideration is also given to NMG's well-know reputation in the
luxury goods market, strong execution ability, and good liquidity.
The stable outlook reflects Moody's view that NMG will experience
earnings improvement as the luxury goods market continues to grow,
albeit not enough to materially reduce the company's absolute debt
levels and leverage over the next eighteen months. Ratings could
be upgraded if NMG demonstrates the ability and willingness to
achieve and maintain debt to EBITDA below 6.75 times and EBITA to
interest expense above 1.5 times. Ratings could be downgraded if
EBITA to interest expense falls below 1.25 times for any reason.
Negative rating pressure could also develop should liquidity
materially deteriorate.
The B2 rating on the proposed $2.95 billion senior secured term
loan is one notch higher than the Corporate Family Rating due to
its size and position in the capital structure. The term loan is
secured by a first lien on all fixed assets and a second lien on
accounts receivable and inventory. This places it behind the
proposed $800 million asset based revolving credit facility and
ahead of the proposed $1.46 billion in senior unsecured notes. The
proposed $1.46 billion in senior unsecured notes are rated Caa2
due to the junior position in the capital structure behind the
asset based revolving credit facility and term loan.

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

Neiman Marcus Group LTD, Inc., ("NMG") headquartered in Dallas,
TX, operates 41 Neiman Marcus stores, 2 Bergdorf Goodman stores, 6
CUSP stores, 36 clearance centers, and a direct business. Total
revenues are about $4.6 billion.


NEW YORK CITY OPERA: Ch. 11 Cautionary Tale for Arts Community
--------------------------------------------------------------
Law360 reported that cultural organizations have been fighting to
keep up funding for the better part of a decade, but the 70-year-
old New York City Opera Inc.'s recent bankruptcy announcement
served as an especially rude wakeup call to the arts community:
Without donor support, it's curtains.

According to the report, dubbed "The People's Opera" due to its
affordable ticket prices, the nonprofit filed its voluntary
bankruptcy petition on Oct. 3 after a failed campaign to raise $7
million. The opera did everything a cash-strapped and debt-laden
company should do, the report related.

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
on Thursday, Oct. 3 (Bankr. S.D.N.Y. Case No. 13-13240), listing
between $1 million and $10 million in both assets and debts.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


NIRVANIX INC: Gets Nod for $1MM DIP, Plans Asset Sales
------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave cloud
computing company Nirvanix Inc. interim approval on Oct. 4 for a
$1.1 million debtor-in-possession loan designed to keep the
company solvent while it looks to sell its assets and transfer
customer data elsewhere.

According to the report, at a first-day hearing in Wilmington,
U.S. Bankruptcy Judge Brendan L. Shannon agreed to sign off on the
interim DIP, after Dell Financial Services LLC -- one of
Nirvanix's largest creditors and the owner of its data servers --
agreed to push back its objection to a later hearing.

As previously reported by The Troubled Company Reporter, DFS, one
of Nirvanix's largest creditors, blasted the cloud storage firm's
proposed $1 million DIP loan, arguing it shifts much of the case's
risk onto DFS by allowing Nirvanix to continue using leased
equipment without assuring payments.

DFS, which says it's already owed $12.4 million for the use of the
bulk of the equipment Nirvanix ran its cloud-based systems on,
contended that without adequate assurance it will be paid its
monthly lease bill, DFS is essentially funding the Chapter 11
case.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.).  The case
is assigned to Judge Brendan Linehan Shannon.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at COLE, SCHOTZ,
MEISEL, FORMAN & LEONARD, PA.  Cooley LLP serves as the Debtor's
special corporate counsel.  Arch & Beam Global LLC serves as the
Debtor's financial advisor.  Epiq Systems Inc. is the Debtor's
claims and noticing agent.

The Debtor disclosed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.

The petition was signed by Debra Chrapaty, CEO.


NNN 3500 MAPLE 26: Taps Andrews Kurth as Attorneys
--------------------------------------------------
NNN 3500 Maple 26 LLC and its debtor-affiliates seek authorization
from the Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the
Northern District of Texas to employ Andrews Kurth LLP as
attorneys to the Debtors, nunc pro tunc to Aug. 29, 2013.

The Debtors require Andrews Kurth to:

   (a) advise the Debtors with respect to their powers and duties
       as debtors in possessions in the continued operations of
       their businesses and management of their property;

   (b) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       behalf of the Debtors, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved, and the preparation of objections
       to claims filed against the estate;

   (c) prepare on behalf of the Debtors, as debtors in possession,
       all necessary motions, applications, answers, orders,
       reports and papers in connection with, and required for,
       the orderly administration of the estates;

   (d) negotiate and document any transactions relating to the
       sale or disposition of any assets of the Debtors;

   (e) work on any amendments to, and approval of the Debtors'
       disclosure statement, plan of reorganization and all
       related documents; and

   (f) perform any and all other legal services for the Debtors in
       connection with their Chapter 11 cases that the Debtors
       determine are necessary and appropriate.

Andrews Kurth received a $140,000 retainer.  The retainer was not
paid by the Debtors or with the Debtors' funds, but rather paid on
behalf of the Debtors by the Debtors' sole members and other
tenants-in-common owning an interest in the real property commonly
known as 3500 Maple, Dallas, Texas, for the specific purpose of
the Debtors' Chapter 11 cases and to that extent, the retainer is
not property of the bankruptcy estate.  Prior to the petition
date, Andrews Kurth applied $43,521.64 of the retainer to satisfy
pre-petition fees and expenses.  Separately, Andrews Kurth was
also provided $35,177 specifically to be utilized for the payment
of filing fees.  Andrews Kurth utilized $31,538 toward the payment
of filing fees.  Andrews Kurth now holds $96,478.36 of the
retainer in trust.

Andrews Kurth will be paid at these hourly rates:

       Attorneys             $265-$1,090
       Paralegals            $200-$330

Michelle V. Larson, Esq., will be primarily responsible for this
matter.   Ms. Larson's hourly rate is $600 but she voluntarily
reduced her hourly rate to $450.

Andrews Kurth will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Ms. Larson, partner of Andrews Kurth, assured the Court that the
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 Debtors and their estates.

The Court for the Northern District of Texas will hold a hearing
on the motion on Oct. 22, 2013, at 9:00 a.m.

Andrews Kurth can be reached at:

       Michelle V. Larson, Esq.
       ANDREWS KURTH LLP
       1717 Main Street, Suite 3700
       Dallas, TX 75201
       Tel: (214) 659-4731
       Fax: (214) 915-1461

                     About NNN 3500

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.


NORTH CAROLINA MEDICAL: S&P Raises Bonds Rating From 'BB+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term rating to
'BBB-' from 'BB+' on North Carolina Medical Care Commission's
health care facilities revenue bonds (McDowell Nursing Center),
series 2002A.  The bonds are secured by Ginnie Mae mortgage-backed
securities (MBS).  The outlook is stable.

"The rating action reflects our analysis of available updated
financial information based on our current stressed reinvestment
rate assumptions for all scenarios as set forth in the related
criteria articles," said Standard & Poor's credit analyst Jose
Cruz.

S&P believes the bonds are able to meet all bond costs from
transaction revenues until maturity, assuming reinvestment
earnings.  In addition, S&P's projected debt service coverage
ratio of the transaction exceeds 1.01x throughout the life of the
bonds, which is commensurate with the rating.


OGX PETROLEO: Said to Weigh Bankruptcy Filing in a Month
--------------------------------------------------------
Cristiane Lucchesi, writing for Bloomberg News, reported that OGX
Petroleo & Gas Participacoes SA, the oil company controlled by
former billionaire Eike Batista, is considering filing for
bankruptcy protection in about a month, said two people with
direct knowledge of the matter.

According to the report, the filing would be done in Rio de
Janeiro, said the people, asking not to be identified as
discussions are private. While Batista is negotiating with
creditors to avoid the same process for shipbuilder OSX Brasil SA,
the most likely outcome is that both companies will seek legal
protection, they said.

The proceedings would put $3.6 billion of OGX dollar bonds into
default in Latin America's largest corporate debt debacle, the
report related.  For Batista, it would culminate an 18-month
decline that wiped out more than $30 billion of his fortune after
offshore deposits he had valued at $1 trillion turned out to be
duds.

Once a judge accepts a filing, the company would have 60 days to
present a restructuring plan, the report related.  The judicial
process gives new investors top priority for payments, said
Leonardo Morato, chairman of the local affiliate of the Turnaround
Management Association of professionals involved with corporate
recovery. He declined to comment on OGX's case specifically.

In a statement to Brazilian regulators on Oct. 4, OGX said it's
considering all legal measures to keep the business running and
protect its interests, the report added.  The company and its
advisers, Lazard Ltd. and Blackstone Group LP, are analyzing
different capital restructuring scenarios, it said.

                         All Time Low

Luciana Magalhaes, writing for Daily Bankruptcy Review, reported
that bonds of OGX Petroleo e Gas Participacoes SA, the Brazilian
oil company controlled by businessman Eike Batista, fell to an
all-time low on Oct. 7.

As previously reported by The Troubled Company Reporter, the oil
firm missed a crucial bond payment on Oct. 1, setting up one of
the biggest defaults in the history of Latin America.

The $44.5 million missed payment triggered a downgrade to "D" by
the credit-ratings firm Standard & Poor's, although some creditors
and analysts expect that OGX will still have a multiday grace
period to make the payment before formally defaulting.  Investors
have sold off his shares and bonds, worrying Mr. Batista's various
companies may not reach profitability

Restructuring OGX's debts has additional importance because it is
a linchpin in a matrix of Batista companies with interlinked
businesses.  Another of Mr. Batista's companies, shipbuilder OSX,
was set up to build oil platforms for OGX and also faces solvency
questions.

The missed payment adds pressure to the talks between OGX and its
creditors, which include U.S.-based investment firms Pacific
Investment Management Co., or Pimco, and BlackRock Inc., the
report further related.

                         About OGX Petroleo

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes
S.A. is an independent exploration and production company with
operations in Latin America.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 17, 2013, Moody's Investors Service downgraded OGX Petroleo e
Gas Participaaoes S.A.'s Corporate Family Rating to Ca from Caa2
and OGX Austria GmbH's senior unsecured notes ratings to Ca from
Caa2.  The rating outlook remains negative.


OHANA GROUP: Exclusivity Period Extended Until Dec. 2
-----------------------------------------------------
At the behest of Ohana Group, LLC, the U.S. Bankruptcy Court for
the Western District of Washington further extended the Debtor's
exclusive period to obtain acceptances of its Plan of
Reorganization by 60 days, to and including Dec. 2, 2013, to give
it a full opportunity to seek and obtain confirmation of its Plan.

As reported in the Troubled Company Reporter on Sept. 19, 2013,
according to papers filed with the Court, the Debtor and its
primary lender, Wells Fargo, N.A., continue to discuss the terms
of a consensual plan, and that it is possible a settlement will be
achieved without the need for a contested confirmation hearing.

The Debtor filed a proposed Plan of Reorganization and explanatory
Disclosure Statement on July 31, 2013.  Under the proposed Plan,
the Debtor will continue to operate the Fremont Village Square
condominium development Project in the ordinary course of
business.  Funding for payments to creditors under the Plan will
come from Cash on hand as of the Effective Date, and operating
revenues.  The Debtor or its designee will act as disbursing agent
for payments and distributions due under the Plan.

The Plan also provides that the secured claim of Wells Fargo,
N.A., as trustee for the registered Holders of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2007-C5, which filed a proof of claim of
$13,434,336 on Jan. 25, 2013, will be satisfied through equal
monthly principal and interest payments based upon a 30-year
amortization schedule through the month prior to the Class 1
Maturity Date, with all amounts due and payable on the Class
Maturity date.

Holders of general unsecured claims will be paid in full in 12
equal monthly payments.

Members will retain their interests following Confirmation but
will receive no distributions on account of such interests (i) if
there exists a default under payments owing to any Class, or (ii)
if the Debtor will fail to make any payment due on the Effective
Date.

A copy of the Disclosure Statement is available at:

           http://bankrupt.com/misc/ohanagroup.doc115.pdf

                      About Ohana Group LLC

Ohana Group LLC, is a Washing limited liability company formed in
2006 for the purpose of managing and operating a mixed-used real
property development located at 3601 Fremont Avenue N. in Seattle,
Washington.  The Company filed for Chapter 11 bankruptcy (Bankr.
W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.  The Debtor's
members are Patricia Cawdrey and Daniel Cawdrey, Jr.  Judge Marc
Barreca oversees the case.  James I. Day, Esq., at Bush Strout &
Kornfeld LLP, in Seattle, serves as bankruptcy counsel.  The Law
Offices of Brian H. Krikorian represents the Debtor as special
counsel in connection with the litigation against one of the
Debtor's former tenants.  In its petition, the Debtor scheduled
$16,000,000 in assets and $11,696,131 in liabilities.


ORMET CORP: Shutdown Announced as Energy Transition Plan Rejected
-----------------------------------------------------------------
BankruptcyData reported that Ormet stated that it cannot emerge
from bankruptcy and must immediately shut down operations as the
Public Utilities Commission of Ohio denied the majority of Ormet's
request for an energy transition plan that would allow it to
operate while constructing an onsite natural gas based power
generation facility.

According to the report, Ormet estimates that an additional 600
people will be affected under the existing WARN notice.

"The economic impact of PUCO's decision is simply a restructuring
of the existing economic incentives already pledged to Ormet for
maintaining the jobs and does not address the continued rate
increases from AEP. It is not sufficient to maintain, let alone
increase, operating levels at Hannibal and begin construction of
an onsite power plant," said Mike Tanchuk, Chief Executive Officer
and President of Ormet Corporation.

                         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.


PACIFIC RUBIALES: Moody's Affirms 'Ba2' CFR Over PMG Acquisition
----------------------------------------------------------------
Moody's Investors Service affirmed Pacific Rubiales Energy Corp.'s
(PRE) Ba2 Corporate Family Rating (CFR) and long-term debt rating
in response to the announcement that the company will acquire
Petrominerales Ltd. (PMG) in a debt-financed transaction valued at
C$1.675 billion, including C$640 million of assumed debt. The
rating outlook is stable.

"This is a very large acquisition for Pacific Rubiales, but we
think that the company's rising production, strong cash margins
and planned debt reduction should allow it to restore leverage to
a more manageable level in the next year," said Thomas Coleman,
Senior Vice President.

Ratings Rationale

PMG's assets include 29.7 million BOE of proved reserves, about
22,000 bpd of primarily light crude production, and exploration
and development acreage in the Llanos Basin in Colombia that is
contiguous to PRE's own operations, as well as four prospective
exploration blocks in Peru. These assets increase PRE's scale and
diversify its exposure relative to the Rubiales concession, which
expires in 2016. PMG also holds interests in pipelines co-owned
with PRE, which are expected increase market access for PRE's
production while replacing trucking operations and reducing
transportation costs.

The acquisition should close in fourth quarter 2013 and PRE
currently expects to finance most of the C$1.675 billion cost via
an existing revolver as well as a $1.3 billion committed loan,
which the company expects to replace with term financing in the
short-term. At closing, PRE's leverage will almost double, with
adjusted Debt/Proved Developed Reserves of about $26/BOE and
Debt/Production of $31,000/bbl. However, management is targeting
at least C$600 million of debt reduction from the sale of PMG's 5%
stake in OCENSA pipeline and monetization of the 9.65% stake in
the OBC (Bicentenario) pipeline via a new midstream venture,
Pacific Midstream. PRE owns Pacific Midstream but plans to sell a
40% interest in it to investors in 2014.

While these transactions involve execution risk, they should be
achievable in the near-term. In addition, PRE will retain capacity
rights in the pipeline interests. The proceeds, combined with
rising production from PRE's core heavy oil developments, should
support rising cash flow and allow PRE to reduce leverage metrics
within a reasonable timeframe in 2014.

Management is also targeting an estimated US$160 million in annual
cost reductions to bolster earnings and help leverage reduction,
including internal access to diluents to back out higher costs
gasoline purchases, reduced trucking of heavy crude, and corporate
cost reductions.

PRE'S Ba2 CFR is underpinned by the company's success in growing
production, reserves and cash flow, with net production averaging
about 129,000 BOE/day in 2013. However, its PD reserve life is
short at about 3.3 years and the company has relatively high
reserve and production concentration risk, heightened by the
expiration of its Rubiales concession in July 2016. The company
expects to increase production from the Quifa field and other
prospects such as CPE-6 and Sabanero in the Llanos Basin, on the
La Creciente gas field and related LNG project, and Block Z-1
offshore Peru. It is also diversifying through new exploration and
development not only in Colombia and Peru, but in Guatemala,
Guyana, Brazil and Papua New Guinea.

Since leverage will be elevated after the acquisition, expected
de-leveraging is a key element of the ratings affirmation and
stable outlook, consistent with management's own target of less
than 1x Debt/EBITDA and Retained Cash Flow/Total Debt metrics
restored to the high 50% area. An extended delay or the failure to
complete supportive asset sales could result in a negative outlook
or downgrade of PRE's ratings. We also see relatively little
flexibility at the current rating level for further leveraged
acquisitions.

To achieve an upgrade, PRE will need to demonstrate further proved
reserves and production growth and asset diversification to offset
the risk of the Rubiales concession expiration in 2016.


PATRIOT COAL: 2 New Debtors Join Chapter 11 Case
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri,
Eastern Division, signed two separate orders directing the joint
administration of the Chapter 11 cases of Brody Mining, LLC, and
Patriot Ventures LLC, with the Chapter 11 cases of Patroit Coal
Corporation, et al., under Case No. 12-51502-659.

Brody Mining and Patriot Ventures sought protection under Chapter
11 of the Bankruptcy Code on Sept. 23, 2013.

                        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.


PENN NATIONAL: Moody's Assigns Ba2 CFR & Rates Sr. Unsec. Notes B1
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
and a Ba2-PD Probability of Default Rating to Penn National
Gaming. Moody's also assigned a Ba1 to the company's proposed
$1.25 billion senior secured credit facilities, and a B1 to the
its proposed $300 million 10-year senior unsecured notes.

Penn National Gaming ("PNG") was formed to facilitate Penn
National Gaming, Inc.'s (Ba1 stable) plan to separate its gaming
operating assets and real property assets into two publicly traded
companies including an operating entity, PNG, and through a tax-
free spin-off of its real estate assets to holders of Penn
National Gaming common stock, a newly formed, publicly traded real
estate investment trust called Gaming and Leisure Properties, Inc.
("GLPI").

PNG will hold the gaming licenses, operate the leased gaming
facilities and own and operate the non-REIT qualifying assets,
including the Casino Rama casino management contract, the 50%
joint venture interest in Hollywood Casino at Kansas Speedway, and
seven non-casino racetracks and gaming equipment. It is expected
that PNG would pay approximately $450 million per annum to GLPI in
rent, which would result in a rent coverage ratio, defined as
earnings before interest, taxes, depreciation, amortization and
rent expense ("EBITDAR") as a multiple of rent, of about 1.9
times.

New Ratings Assigned:

  Corporate Family Rating, at Ba2

  Probability of Default Rating, at Ba2-PD

  $500 million 5-year senior secured revolver, at Ba1 (LGD 3, 38%)

  $500 million 5-year term loan A, at Ba1 (LGD 3, 38%)

  $250 million 7-year term loan B, at Ba1 (LGD 3, 38%)

  $300 million 10-year senior unsecured notes, at B1 (LGD 6, 90%)

The ratings are subject to completion of the spin-off which is
expected to occur on January 1, 2014, and the receipt and review
of final documentation. Moody's expects to withdraw Penn National
Gaming, Inc.'s ratings when the spin-off occurs given that as part
of the transaction, all of Penn National Gaming, Inc.'s debt will
be refinanced.

Ratings Rationale:

The Ba2 Corporate Family Rating considers that despite PNG's high
leverage -- pro forma lease-adjusted/EBITDAR is about 5.6 times,
or 3.0 times on an unadjusted basis -- the company will benefit
from its strategic relationship with GLPI in that it will: (1)
accommodate an asset light business model; (2) create
opportunities to secure management contracts from new assets at
GLPI and other gaming operators; and (3) facilitate greater
diversification in that it will allow for ownership of assets in
jurisdictions with restrictions on ownership of more than one
asset. These attributes are expected to result in operating
margin, fixed charge coverage, and free cash flow characteristics
that are substantially better than regional casino operators that
own and operate all of their assets.

Moody's expects that PNG's fixed charge coverage, defined as
EBITDAR less maintenance capital expenditures as a multiple of
interest and 1/3 lease payments, will be considerable at about 4.0
times over the next few years, a coverage level characteristic of
a high 'Ba' issuer, according to Moody's Global Gaming
methodology. The projected coverage of PNG's contracted master
lease payments to GLPI -- the master lease payment has first
priority over PNG's debt service -- is also strong at about 1.9.
Additionally, PNG's asset light model is expected to result in
significant free cash flow. Free cash flow as a percent of EBITDA
is expected to be almost 50% annually.

Key credit concerns include PNG's high pro forma lease-adjusted
leverage along with the risk that overall U.S. gaming demand
trends nationwide could deteriorate from current levels. Any
meaningful reduction of consumer spending on gambling -- a highly
discretionary form of entertainment -- prompted by fears of slow
economic growth could have a negative impact on PNG's earnings and
free cash flow generating ability. Additionally, while PNG's
coverage contracted lease payments to GLPI is projected to be
strong; the fixed nature of this considerable obligation reduces
the company's operating flexibility and in turn, increases its
earnings volatility if revenues decline significantly due to an
economic downturn or any other reason.

The stable rating outlook reflects Moody's expectation that PNG's
free cash flow will be used to repay debt above and beyond
scheduled term loan repayment, and achieving lease-adjusted
debt/EBITDAR close to 5.0 times by the end of fiscal 2015. The
stable rating outlook also considers the long-term nature of the
master lease agreement between PNG and GLPI -- the term is 15
years, with four extension options at PNG's option -- and good
liquidity profile. In addition to PNG's positive free cash flow
profile, the company will have a $500 million revolver available
to it of which only $90 million is expected to be drawn at
closing.

A higher rating would require the company achieve and maintain
lease-adjusted debt/EBITDAR at/or below 3.5 times along with a
sustainable improvement in PNG's contracted master lease payments
to GLPI to about 2.5 times. Ratings could be lowered if it appears
PNG's lease-adjusted debt/EBITDAR will not improve to at/below 3.5
times by the end of fiscal 2015 and/or there is a material drop in
the coverage of PNG's contracted master lease payments for any
reason.

The Ba1 on PNG's senior secured debt considers its secured
position along with the credit support it receives from the senior
unsecured debt below it, while assuming 50% utilization of the
company's $500 million revolver for Loss Given Default ("LGD")
modeling purposes, the standard assumption for a Ba2 issuer. PNG's
senior secured credit facilities will be secured by non-REIT
eligible assets that it will own on a pro forma basis, all gaming
licenses and FF&E for REIT and non-REIT owned assets, and
intellectual property rights. The B1 on PNG's senior unsecured
debt -- two notches lower than the recommended Corporate Family
Rating -- considers the significant amount of senior secured debt
ahead of it in the pro forma capital structure.

Moody's does not consider the lease payments from PNG to GLPI as a
form of credit support for LGD purposes given that the lease is
structured as a master lease. In a master lease, the rejection of
one lease requires the rejection of all leases. As a result, the
benefit of being able to reject individual leases -- typically
considered a form of credit support to more senior funded debt --
is not available to GLPI. PNG creditors are incentivized to
maintain the master lease as it is their primary asset.


POSITIVEID CORP: Satisfies $1MM Debt to Directors & Officers
------------------------------------------------------------
The Board of Directors of PositiveID Corporation agreed to satisfy
$1,003,000 of accrued compensation owed to its directors, officers
and management through a Liability Reduction Plan.  Under this
Plan the Company's Management agreed to accept a combination of
PositiveID Corporation Series I Convertible Preferred Stock and to
accept the transfer of Company-owned shares of common stock in
Digital Angel Corporation, a Delaware corporation, in settlement
of accrued compensation.

Subject to the Plan, 413 shares of Series I Preferred Stock were
issued in settlement of $413,000 of accrued compensation, and
$590,000 of accrued compensation was settled through the
commitment to transfer 327,778 shares of Digital Angel common
stock (out of the 1,199,532 total shares of common stock that will
be issued to PositiveID upon the conversion of Series C
Convertible Preferred ownership in Digital Angel).  The conversion
is expected to occur during the second half of October 2013.  The
Digital Angel shares were valued at $0.06, which is a 21 percent
discount to the closing bid price on Sept. 30, 2013, to reflect
liquidity discount and holding period restrictions.

The Company's Series I Preferred Stock is convertible into shares
of the Company's common stock, par value $0.001, at a price of
$0.036 per share, which was the closing bid price on Sept. 30,
2013.  The Series I Preferred Stock will vest on Jan. 1, 2016,
subject to acceleration in the event of conversion or redemption.

On Sept. 30, 2013 the Board of Directors authorized a Certificate
of Designations of Preferences, Rights and Limitations of Series I
Preferred Stock.  The Series I Preferred Stock ranks junior to the
Company's Series F Preferred Stock and to all liabilities of the
Company and is senior to the Common Stock and any other preferred
stock.  The Series I Preferred Stock has a stated value per share
of $1,000, a dividend rate of 6 percent per annum and a conversion
price equal to the closing bid price of the Company's Common Stock
on the date of issuance.  The Series I Preferred Stock is subject
to redemption by the Company after three years or any time after
one year, subject to a ten-day notice.  The Series I Preferred
Stock is convertible into the Company's Common Stock, at stated
value plus accrued dividends, at the closing bid price on
Sept. 30, 2013, any time at the option of the holder and by the
Company in the event that the Company's closing stock price
exceeds 400 percent of the conversion price for twenty consecutive
trading days.  The Series I Preferred Stock has voting rights
equal to the number of shares of Common Stock that Series I
Preferred Stock is convertible into, times twenty-five.  The
holders of Series I Preferred Stock will have functional voting
control in situations requiring shareholder vote.

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at June 30, 2013, showed $2.10 million
in total assets, $7.18 million in total liabilities and a $5.08
million total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


REAL ESTATE ASSOCIATES: Edward Schmidt Resigns as CFO
-----------------------------------------------------
Real Estate Associates Limited VII announced that, effective
Oct. 3, 2013, Mr. Edward Schmidt has resigned as the Director of
Reporting and the equivalent of chief financial officer of the
Partnership, and will continue to serve in various roles with the
corporate general partner of the Partnership.

Additionally, effective Oct. 3, 2013, the sole member of the
corporate general partner of the Partnership has appointed Mr.
Joseph Dryden as the Director of Reporting of the general partner
of the Partnership and of Bethesda Holdings, II, LLC, and the
chief financial officer of the Partnership.  Since Aug. 1, 2013,
Mr. Dryden has worked with McGrath Investment Management, LLC,
most recently as CFO.  Mr. Dryden joins the Partnertship from
Republic-Financial, a multinational finance and private equity
firm he joined in March 2010, where he served as Republic's
Corporate Controller.  As the Corporate Controller, Mr. Dryden was
responsible for the development and management of highly complex
multi-level consolidated audited financial statements.  Prior to
Republic, Mr. Dryden was the CFO for Decision Display, a Denver
based audio visual company specializing in high tech command
centers and control rooms he joined in 2005.  In this role Mr.
Dryden was responsible for all accounting and finance functions
including all financial reporting, detailed cash management and
forecasting and also managed the company's banking relationships.
Additionally, from 2007 to 2010 Mr. Dryden was the President of
Dryden Consulting, an accounting and management consulting firm
specializing in GAAP and SEC reporting, internal and external
audit assistance and Sarbanes-Oxley compliance.  Mr. Dryden
Consulting's client list included 1st Data, AIMCO, Crocs, Woodward
Governor, McData, and several other large publicly traded
companies.  Mr. Dryden's expertise in GAAP financial reporting,
SEC reporting, cash management and process improvement will enable
him to create immediate value for the company.  Mr. Dryden
received a Bachelor of Arts Degree in Accounting from Clarke
University in 1984.

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership which
was formed under the laws of the State of California on May 24,
1983.  On Feb. 1, 1984, the Partnership offered 2,600 units
consisting of 5,200 limited partnership interests and warrants to
purchase a maximum of 10,400 additional limited partnership
interests through a public offering managed by E.F. Hutton Inc.
The Partnership received $39,000,000 in subscriptions for units of
limited partnership interests (at $5,000 per unit) during the
period from March 7, 1984 to June 11, 1985.

The general partners of the Partnership are National Partnership
Investments Corp., a California Corporation, and National
Partnership Investments Associates II.  The business of the
Partnership is conducted primarily by NAPICO, a subsidiary of
Apartment Investment and Management Company, a publicly traded
real estate investment trust.

As of Sept. 30, 2012, and Dec. 31, 2011, the Partnership holds
limited partnership interests in 1 and 11 Local Limited
Partnerships, respectively, and a general partner interest in REA
IV which, in turn, holds limited partnership interests in 3 and 8
additional Local Limited Partnerships, respectively; therefore,
the Partnership holds interests, either directly or indirectly
through REA IV, in 4 and 19 Local Limited Partnerships,
respectively.  The other general partner of REA IV is NAPICO.  The
Local Limited Partnerships own residential low income rental
projects consisting of 403 and 1,237 apartment units at Sept. 30,
2012, and Dec. 31, 2011, respectively.  The mortgage loans of
these projects are payable to or insured by various governmental
agencies.

The Partnership disclosed net income of $13.01 million on $0 of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $861,000 on $0 of revenue during the prior year.  The
Company's balance sheet at March 31, 2013, showed $1.03 million in
total assets, $8.24 million in total liabilities and a $7.21
million total partners' deficit.

Ernst & Young LLP, in Greenville, South Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Partnership continues to generate recurring operating
losses.  In addition, notes payable and related accrued interest
totalling $8.09 million are in default due to non-payment.  These
conditions raise substantial doubt about the Partnership's ability
to continue as a going concern.


ROCKY MOUNTAIN: S&P Assigns 'B+' Rating to $27.6MM Revenue Bonds
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
rating to the Colorado Educational and Cultural Facilities
Authority's (CECFA) $27.6 million series 2013A and $500,000 series
2013B charter school revenue bonds issued for Rocky Mountain
Classical Academy (RMCA).  The outlook is stable.

"The 'B+' rating reflects our view of RMCA's demonstrated need for
considerable enrollment growth to absorb its high debt burden, as
well as RMCA's just adequate liquidity," said Standard & Poor's
credit analyst Ashley Ramchandani.

Management will use the proceeds of the series 2013 bonds to fund
the acquisition of land, construction of an 89,800-square-foot,
47-classroom facility, and to repay a loan from Tatonka Capital
Corp. initially used to finance portables for the elementary
school campus.

The stable outlook reflects S&P's anticipation that the school
will maintain its good demand profile, continue to produce
positive operating results, generate at least 1.1x maximum annual
debt service coverage by fiscal year-end 2015 (and 1.2x in
subsequent years) and maintain at least its current level of
reserves.


S.A. MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: S. A. Medical of Virginia, Inc.
        125 Olde Greenwich Drive, Suite 160
        Fredericksburg, VA 22408

Case No.: 13-35420

Chapter 11 Petition Date: October 7, 2013

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

Judge: Hon. Keith L. Phillips

Debtor's Counsel: Robert S. Westermann, Esq.
                  HIRSCHLER FLEISCHER, P.C.
                  2100 East Cary Street
                  The Edgeworth Building
                  Richmond, VA 23223
                  Tel: 804-771-5610
                  Fax: 804-644-0957
                  Email: rwestermann@hf-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dana P. Tate, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb13-35420.pdf

Affiliates filing separate Chapter 11 petitions:

    Affiliate                        Case No.
    ---------                        --------
    DANTRA Healthcare, Inc.          13-35419
    King George Medical Center, Ltd  13-35421
    Southpointe OBGYN, LLC           13-35422


SAND TECHNOLOGY: Harris to Buy All Outstanding Shares to C$3.6MM
----------------------------------------------------------------
N. Harris Computer Corporation, a wholly-owned subsidiary of
Constellation Software Inc., and Sand Technology Inc. jointly
announce that they have entered into a definitive arrangement
agreement pursuant to which Harris will acquire all of the issued
and outstanding shares of Sand.  The transaction outlined in the
Arrangement Agreement, subject to certain customary conditions, is
expected to close in November 2013.

The aggregate purchase price payable by Harris pursuant to the
Arrangement Agreement is a minimum of C$3,650,000 in cash, subject
to certain upward adjustments to reflect cash received prior to
the closing of the transaction in payment of specific accounts
receivable of Sand.  That aggregate purchase price will be used to
pay the outstanding principal and accrued interest on Sand's
outstanding debentures, satisfy specific accounts payable of Sand,
cover the expenses related to the transaction, and to purchase all
of the issued and outstanding shares of Sand at a price of C$0.066
per share (on a fully diluted basis), subject to certain upward
adjustments.

Sand develops and supports a leading Enterprise Analytics Database
Platform that permits instant access to complex queries on
extremely large data sets.  Sand supports Big Data customers in
retail analytics and government taxing authorities.

The transaction will be implemented by way of a plan of
arrangement pursuant to the Canada Business Corporations Act, and
is subject to customary closing conditions, including shareholder
and court approval.  A special meeting of Sand shareholders to
consider the Arrangement is currently expected to occur early to
mid-November 2013.

The Sand board of directors has considered strategic alternatives
and has received a fairness opinion from PricewaterhouseCoopers
LLP dated Sept. 30, 2013.  The Opinion states that as of that
date, the consideration paid pursuant to the Arrangement Agreement
is fair from a financial point of view to the Sand shareholders.
After taking into consideration the Opinion and other factors, the
Sand Board voted unanimously to approve the Arrangement Agreement
and recommends that all Sand shareholders vote in favor of the
Arrangement.

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

As of April 30, 2013, the Company had C$2.86 million in total
assets, C$3.64 billion in total liabilities and a C$787,933
shareholders' deficiency.

"With the exception of the year ended July 31, 2012, the Company
has incurred operating losses in the past years and has
accumulated a deficit of $42,992,975 as at April 30, 2013.  The
Company has also generated negative cash flows from operations.
Historically, the Company financed its operating and capital
requirements mainly through issuances of debt and equity.  The
Company's continuation as a going concern is dependent upon,
amongst other things, attaining a satisfactory revenue level, the
support of its customers, a return to profitable operations and
the generation of cash from operations, the ability to secure new
financing arrangements and new capital.  These matters are
dependent on a number of items outside of the Company's control.
These material uncertainties cast substantial doubt regarding the
Company's ability to continue as a going concern," according to
the Company's quarterly report for the period ended April 30,
2013.


SANUWAVE HEALTH: Sells 800,000 Units for $480,000
-------------------------------------------------
SANUWAVE Health, Inc., on Sept. 30, 2013, issued 675,000 Units to
certain accredited investors for an aggregate total purchase price
of $405,000, in conjunction with an offering of up to an aggregate
of $600,000 in securities of the Company pursuant to an exemption
from registration under the Securities Act of 1933, as amended.
In addition, on Oct. 3, 2013, the Company issued an additional
125,000 Units for an aggregate total purchase price of $75,000.

The Company has further received subscription agreements for the
remaining 200,000 Units in the Offering for a total purchase price
of $120,000.  The full number of Units for sale in the Offering to
accredited investors was 1,000,000 at a total aggregate purchase
price of $600,000.

Each Unit was sold to the accredited investors at a purchase price
of $0.60 per Unit.  Each "Unit" in the Offering consists of: (i)
one share of common stock, par value $0.001 per share; and (ii) a
five-year common stock purchase warrant to purchase one share of
Common Stock, at an exercise price of $0.85.  The Warrants are
callable by the Company if the average share price of the Common
Stock is at or above $1.40 for a 20 day period.

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, 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, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.
The Company's balance sheet at June 30, 2013, showed $1.61 million
in total assets, $13.36 million in total liabilities and a $11.74
million total stockholders' deficit.


SAVE MOST: Court Okays Deal Extending Cash Collateral Use
---------------------------------------------------------
The U.S. Bankruptcy Court has approved a stipulation regarding the
use of cash collateral and adequate protection entered into by and
between Save Most Desert Rancho, Ltd. and JP Morgan Chase Bank.
The stipulation provides a first extension of the Debtor's right
to use cash collateral through Oct. 15, 2013.

Attorneys for the Debtor can be reached at:

         Michael G. Spector, Esq.
         Vicki L. Schennum, Esq.
         LAW OFFICES OF MICHAEL G.SPECTOR
         2677 North Main Street., Suite 910
         Santa Ana, CA 92705
         Tel: 714-835-3130
              714-849-3988
         Fax: 714-558-7435

                   About Save Most Desert Rancho

Save Most Desert Rancho, Ltd., filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-23173) in Santa Ana, California on Nov. 15,
2012.  The Laguna Hills-based company disclosed $10,134,997 in
assets and $14,874,770 in liabilities as of the Chapter 11 filing.
The petition was signed by Charles Kaminskas for Brighton Park,
LP, general partner.  Michael G. Spector, Esq., and Vicki L.
Schennum, Esq., at The Law Offices of Michael G. Spector, in Santa
Ana, Calif., represent the Debtor as Chapter 11 insolvency
counsel.

Michael D. Testan, Esq., represents JPMorgan.


SPRINGLEAF FINANCE: Inks Employment Pact with President & CEO
-------------------------------------------------------------
Springleaf Finance Inc. and Springleaf General Services
Corporation entered into an employment agreement with Jay Levine
pursuant to which he serves as the Company's president and chief
executive officer.  The initial term of the agreement expires on
Dec. 31, 2015, and the agreement will automatically be renewed for
additional one-year terms thereafter unless either party provides
notice of non-renewal to the other at least 90 days before
expiration of the then-current term.

Mr. Levine will receive an annual base salary of $400,000 and is
eligible to participate in the Company's annual cash incentive
plan.  The agreement also provides that Mr. Levine is eligible to
participate in all retirement and welfare benefit plans and paid-
time off policies as are made available to the Company's senior
executives.

Grant of Restricted Units

Jay Levine and John Anderson were granted restricted stock units
relating to a total of 8.203125 common units of Springleaf
Holdings, LLC, on Sept. 30, 2013.  These restricted stock units
will be converted into the right to receive 8.203125 percent of
the outstanding shares of Springleaf Holdings, Inc., common stock
following the conversion of Springleaf Holdings, LLC, into SHI,
which is expected to occur prior to the completion of the initial
public offering of SHI common stock.  The shares of SHI common
stock underlying these restricted stock units will be delivered on
the earlier of the completion of that offering and March 15, 2014.

The shares of SHI common stock to be delivered in respect of the
restricted stock units may not be sold or otherwise transferred by
a holder until the earlier of Sept. 30, 2018, or the holder's
death, except that the holders may sell a limited number of the
shares sufficient to cover certain tax obligations relating to the
shares and certain other equity interests.

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

                      http://is.gd/jGgkzQ

                    About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

The Company's balance sheet at Sept. 30, 2012, showed
$15.05 billion in total assets, $13.74 billion in total
liabilities and $1.31 billion in total shareholder's equity.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the TCR on Sept. 11, 2012, Fitch Ratings has
withdrawn the 'CCC' IDR assigned to Springleaf Finance, Inc., as
the entity no longer exists.

In the June 5, 2012, edition of the TCR, Moody's Investors Service
downgraded Springleaf Finance Corporation's senior unsecured and
corporate family ratings to Caa1 from B3.  The downgrade reflects
Springleaf's funding constraints and uncertain liquidity outlook,
increased operational stresses, and record of operating losses
since early 2008.


SOUTH LAKES DAIRY: Court Confirms Reorganization Plan
-----------------------------------------------------
On Oct. 1, 2013, the U.S. Bankruptcy Court for the Eastern
District of California entered an order confirming South Lakes
Dairy Farm's Plan of Reorganization dated Sept. 17, 2013.

Any application for approval of administrative claims must be
filed and served no later than 30 days after the Debtor gives
notice of said requirement to the affected creditors.

Wells Fargo Bank, N.A. will retain its lien on the Debtor's
livestock, inventory, equipment and other personal property.  The
Debtor will make fixed principal and interest payments to Wells
Fargo in the amount of $238,003 per month until paid in full on
the maturity date.  Payments are based on a standard principal and
interest amortization over 84 months.  Interest will accrue at the
rate of prime rate, plus 2% per annum.  The maturity date will be
the date that is the third anniversary of the Effective Date.

General unsecured creditors each owed in excess of $3,500 will
receive $2,636,000 on a pro-rata basis over a 7-year period.  The
claims won't accrue interest.

Partners of the Debtor will retain their interests in the Debtor.

The Debtor will dedicate sufficient income generated from the
operation of its business to fund the Plan.  The Debtor will
continue to operate its business after confirmation of the Plan.

A copy of the Confirmation Order is available at:

          http://bankrupt.com/misc/southlakes.doc461.pdf

A copy of the Sept. 17, 2013 Plan is available at:

          http://bankrupt.com/misc/southlakes.doc449.pdf

About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012.  The Debtor said it has
$1.97 million in accounts receivable charged to Dairy Farmers of
America on account of milk proceeds, and that it has cattle worth
$12.06 million.  The farm owes $12.7 million to Wells Fargo Bank
on a secured note.

The Debtor disclosed, in an amended schedules, $25,281,583 in
assets and $26,193,406 in liabilities as of the Chapter 11 filing.
The Debtor disclosed $19.5 million in assets and $25.4 million in
liabilities in a prior iteration of the schedules.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  Ronald A. Clifford, Esq., at Blakley & Blakeley LLP,
represents the Creditors Committee as counsel.


STANADYNE HOLDINGS: Robert Isaman Assumes Pres. & CEO Positions
---------------------------------------------------------------
David Jones retired from his position as president and chief
executive officer of Stanadyne Corporation.  Mr. Jones, who joined
Stanadyne in 2006, will remain on Stanadyne's Board of Directors.
Commenting on his retirement, Jones stated: "Stanadyne's
employees, innovative technologies and long history of market
leadership in the niches it serves are unmatched in the industry.
I am pleased to have played a part in Stanadyne's development over
the last eight years.  The company's recent product launches have
positioned the company for continued growth in the years ahead.  I
would like to thank all of Stanadyne's employees for their hard
work and professionalism."

James D. Wiggins, chairman of Stanadyne added: "On behalf of the
Board of Directors of Stanadyne, I wish to thank David for his
distinguished service to the Company.  David oversaw the most
significant new product and new market development initiative in
Stanadyne's history, with notable successes including latest-
technology commercial relationships with many new customers around
the world, the opening of a new manufacturing facility in China
and the expansion of the company's existing manufacturing facility
in India.  We appreciate his leadership through this commercial
repositioning of the company and look forward to his continuing
involvement on the Board."

Stanadyne and Mr. Jones have agreed to a severance agreement
pursuant to which Stanadyne will pay to Mr. Jones for a period of
18 months following the date of separation, his base salary at the
rate in effect at the date of termination for a total of $802,500
and the cost of participation by Mr. Jones and his dependents in
the Company's group health benefit plans in excess of amounts
currently paid by Mr. Jones, estimated to be $13,500.  In
addition, Mr. Jones will continue as a director of Holdings and
Stanadyne and receive annual cash compensation of an aggregate of
$50,000 for serving as a director of both companies.

Stanadyne also announced the election by Stanadyne's Board of
Directors of Robert G. Isaman to the position of President and
Chief Executive Officer.  Mr. Isaman is an Operating Partner at
Kohlberg & Company, Stanadyne's majority shareholder.  Mr. Isaman
was most recently the Chairman and Chief Executive Officer of
Stolle Machinery Company, a $500 million in revenues manufacturer
of production equipment for the beverage packaging industry.
Prior to Stolle, Mr. Isaman was the President of the Construction
and Roadbuilding Division of Terex Corporation.  In addition, from
1985 to 2006, Mr. Isaman was employed by United Technologies
Corporation where he held positions of increasing responsibility,
culminating as President of Fire Safety Americas and a member of
United Technologies' Senior Executive Leadership team.

Mr. Isaman stated: "I am pleased to be joining Stanadyne and to
help continue its new product and market expansion efforts and
successes."  Wiggins commented: "Stanadyne is fortunate to have an
executive with Bob's breadth of experience.  We look forward with
confidence to his role in furthering Stanadyne's position as an
industry leader in existing and new product segments and
geographies."

                      About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

Stanadyne Holdings disclosed a net loss of $11.50 million on
$251.45 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $32.50 million on $245.76 million of
net sales in 2011.  The Company incurred a net loss of $9.98
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $364.87 million in total assets, $437.97 million in total
liabilities, $998,000 in redeemable non-controlling interest, and
a $74.09 million total stockholders' deficit.

                           *     *     *

As reported by the TCR on June 27, 2013, Moody's Investors Service
downgraded Stanadyne Holdings Inc.'s Corporate Family Rating to
Caa2 from Caa1 to reflect Moody's view that a debt restructuring
is likely in the near-term.

In March 2012, Standard & Poor's Ratings Services revised its
long-term outlook to negative from stable on Windsor, Conn.-based
Stanadyne Corp. At the same time, Standard & Poor's affirmed its
ratings, including the 'CCC+' corporate credit rating, on
Stanadyne.

"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.


STELERA WIRELESS: Panel's Bids to Hire Polsinelli, Gavin Denied
---------------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma denied the request of the Official
Committee of Unsecured Creditors in the Chapter 11 case of Stelera
Wireless, LLC, to retain Polsinelli PC as its counsel.

In the same ruling, Judge Jackson denied the Committee's request
to retain Gavin/Solmonese LLC as its financial advisor.

The Court, however, permitted the Committee to renew its
application for the retention of these firms.

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.  Christensen Law Group, PLLC, serves as the Debtor's
primary counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as
additional bankruptcy counsel.  American Legal Claims Services,
LLC serves as official noticing agent.

The Debtor will hold an auction on Nov. 20, 2013 at 9:00 a.m., to
sell their FCC licenses.

U.S. Trustee Richard A. Wieland appointed three members to the
official committee of unsecured creditors.


STELERA WIRELESS: Committee May Retain GABLEGOTWALS as Counsel
--------------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma granted the request of the Official
Committee of Unsecured Creditors in the Chapter 11 case of Stelera
Wireless, LLC, to retain G. Blaine Schwabe, III and the firm of
GABLEGOTWALS as its counsel.

As reported in the Troubled Company Reporter on Sept. 20, 2013,
GABLEGOTWALS has not received any payment for services rendered
prior to September 4, 2013.

GABLEGOTWALS will be compensated and reimbursed for its expenses
relating to the services performed before the Committee's
appointment.

G. Blaine Schwabe, III, will be the attorney primarily responsible
for the engagement, with other GABLEGOTWALS attorneys and
paralegals being involved as appropriate.  Their current hourly
rates are:

   G. Blaine Schwabe, III     $385
   John M. (Jake) Krattiger   $235

Mr. Schwabe assures the Court GABLEGOTWALS is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy
Code.

The United States, the only secured creditor and party-in-
interest, on behalf of its agency, the Rural Utilities Service of
the U.S. Department of Agriculture, (Rural Utilities Service, U.S.
Department of Agriculture), objected to the hiring.  In an amended
objection, the government argued that:

   1. it does not consent to the payment of any legal fees
      incurred by the Committee;

   2. the Committee has not established that the employment of any
      professionals is necessary; and

   3. the Committee has not demonstrated that it needs
      multiple counsel.

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.  Christensen Law Group, PLLC, serves as the Debtor's
primary counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as
additional bankruptcy counsel. American Legal Claims Services, LLC
serves as official noticing agent.

The Debtor will hold an auction on Nov. 20, 2013 at 9:00 a.m., to
sell their FCC licenses.

U.S. Trustee Richard A. Wieland appointed three members to the
official committee of unsecured creditors.


STELERA WIRELESS: Wilkinson Barker Okayed as Special FCC Counsel
----------------------------------------------------------------
The Hon. Niles Jackson of the U.S. Bankruptcy Court for the
Western District of Oklahoma authorized Stelera Wireless, LLC to
employ Wilkinson Barker Knauer, LLP as the Debtor's special
counsel on matters involving the Federal Communications
Commission.

As reported in the Troubled Company Reporter on Aug. 23, 2013,
Wilkinson will give advice to the Debtor respecting FCC issues as
may arise concerning the Debtor, including without limitation the
sale of some or all of the FCC Licenses under 11 U.S.C. Section
363(f).

The Debtor will compensate Wilkinson at its normal hourly billing
rates, plus its actual and necessary expenses.

The Debtor and Wilkinson believe that Wilkinson does not represent
any interest adverse to Debtor, or to the estate in the matters
upon which it is to be engaged.

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.  Christensen Law Group, PLLC, serves as the Debtor's
primary counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as
additional bankruptcy counsel.  American Legal Claims Services,
LLC serves as official noticing agent.

The Debtor will hold an auction on Nov. 20, 2013 at 9:00 a.m., to
sell their FCC licenses.

U.S. Trustee Richard A. Wieland appointed three members to the
official committee of unsecured creditors.


STELERA WIRELESS: Files Amended Schedules of Assets and Debts
-------------------------------------------------------------
Stelera Wireless, LLC, filed with the Bankruptcy Court for the
Western District of Oklahoma its amended schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets         Liabilities
     ----------------             -----------      -----------
  A. Real Property                         $0
  B. Personal Property            $18,005,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $23,831,615
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $462,783
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $6,681,187
                                 -----------      -----------
        TOTAL                    $18,005,000      $30,975,586

                      About Stelera Wireless

Stelera Wireless, LLC, specialized in providing broadband services
to consumers and businesses in rural markets in the United States.
The Company filed a Chapter 11 petition (Bankr. W.D. Okla. Case
No. 13-13267) on July 18, 2013.  Tim Duffy signed the petition as
chief technology officer/manager.  Judge Niles L. Jackson presides
over the case.  The Debtor disclosed $18,005,000 in assets and
$30,809,314 in liabilities as of the Chapter 11 filing.  J. Clay
Christensen, Esq., at Christensen Law Group, PLLC, serves as the
Debtor's primary counsel.  Mulinix Ogden Hall & Ludlam, PLLC,
serves as additional bankruptcy counsel.  American Legal Claim
Services, LLC serves as the official noticing agent.

U.S. Trustee Richard A. Wieland appointed three members to the
official committee of unsecured creditors.


SUNSHINE HOTELS: Sept. 19 Effective Date of Reorganization Plans
----------------------------------------------------------------
In a notice filed Sept. 19, 2013, Sunshine Hotels, LLC, and
Sunshine Hotels, II, LLC, inform the U.S. Bankruptcy Court for the
District of Arizona that the Effective Date of the Sunshine
Hotels, LLC's First Amended Plan of Reorganization dated July 25,
2013, and Sunshine Hotels II, LLC's First Amended Plan of
Reorganization dated July 25, 2013, occurred on Sept. 19, 2013.

Any creditor or party in interest that would like to receive post-
confirmation notice of pleadings and reports filed by the
Debtors must file a request for post-confirmation notice.

The Bankruptcy Court confirmed on Sept. 3, 2013, Sunshine Hotels,
LLC's and Sunshine Hotels II, LLC's separate Amended Plans of
Reorganization, both dated July 25, 2013.

A copy of Sunshine Hotels, LLC's First Amended Disclosure
Statement is available at:

         http://bankrupt.com/misc/sunshinehotels.doc89.pdf

A copy of Sunshine Hotels II, LLC's First Amended Disclosure
Statement is available at:

         http://bankrupt.com/misc/sunshinehotelsII.doc91.pdf

                       About Sunshine Hotels

Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on
Feb. 4, 2013, in Yuma Arizona.  The Debtors' cases are jointly
administered under Case No. 13-01560.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.

John R. Clemency, Esq., and Craig S. Ganz, Esq., at Gallagher &
Kennedy, P.A., in Phoenix, Ariz., represent the Debtors as
counsel.


SUSANNA ANKRAH: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Susanna Ankrah Estates, LLC
        6 Brrainerd Road
        Summit, NJ 07901

Case No.: 13-32017

Chapter 11 Petition Date: October 7, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Donald H. Steckroth

Debtor's Counsel: David A. Ast, Esq.
                  DAVID ALAN AST, P.C.
                  222 Ridgedale Ave.
                  PO Box 1309
                  Morristown, NJ 07962-1309
                  Tel: (973) 984-1300
                  Fax: (973) 984-1478
                  Email: davidast@davidastlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $50,000 to $100,000

The petition was signed by Susanna Ankrah, member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb13-32017.pdf


TOWER GROUP: Fitch Lowers Issuer Default Rating to 'B'
------------------------------------------------------
Fitch Ratings has downgraded Tower Group International, Ltd.'s
(TWGP) Issuer Default Rating (IDR) to 'B' from 'BBB' and Tower's
operating subsidiaries' (collectively referred to as Tower)
Insurer Financial Strength (IFS) ratings to 'BB' from 'A-'. All
ratings remain on Rating Watch Negative pending the company's
exploration of strategic alternatives.

Key Rating Drivers

Fitch's rating actions follow Tower's announcement today that it
will be taking $364 million in adverse reserve development and
writing down $214 million in goodwill in conjunction with its
delayed second quarter 2013 earnings release. The company has also
announced that it has engaged investment bankers to explore
strategic alternatives.

The company's inability to effectively place adequate controls on
the loss reserving process where potential charges were first
announced on Aug. 7 followed by additional events, including a
drop in the company's share price and the lack of new capital
raising, have led to a material weakening in the insurer's
financial profile. Further, Fitch is concerned that TWGP's
competitive position has been materially damaged, negatively
impacting the company's financial flexibility and ability to write
new business.

The magnitude of the second quarter charges was large enough to
cause several key ratios to fall well outside of previously
established ratings downgrade triggers, which resulted in the
multi-notch downgrade.

The combined charges equate to approximately 63% of year-end 2012
shareholders' equity. The majority of the reserve development came
from accident years 2008-2011, and primarily emanates from
business acquired during the Specialty Underwriters Alliance, Inc.
(SUA) acquisition, which Tower acquired in 2009.

On Aug. 8, 2013 Tower had provided guidance to the market that
loss reserves could be deficient by between $60-110 million and
the goodwill could be impaired depending on the settlement of
reserve estimates. Fitch had earlier placed Tower's ratings on
Rating Watch Negative on Aug. 7, 2013 after the company announced
a delay in filing its June 2013 10Q.

After the charges, financial leverage and annualized operating
leverage are forecasted to be 45% and 3.3 times (x). These reflect
a sharp deterioration from 29% and 1.6x, respectively, as of Q1
2013.

Near-term pressure on the holding company cash flows are at risk
as $70 million due under the bank credit is at risk of
acceleration. With limited to no access to funds from the
operating companies the funds to pay off this debt must come from
selling assets or raising new capital.

The Rating Watch Negative reflects the potential that ratings
could be lowered further depending upon the company's ability to
seek strategic alternatives and future reserve development. Fitch
notes that the situation at Tower is very dynamic and will update
its ratings accordingly.

Fitch may provide Recovery Ratings in the future, which is typical
for IDRs of 'B+' or lower.

Rating Sensitivities

The following is a list of key rating triggers that could lead to
the ratings being affirmed:

-- No other material adverse reserve development or negative
   announcements by the company;

-- Evidence that competitive positioning can be sustained

The following is a list of key rating triggers that could lead to
a ratings downgrade:

-- Further adverse reserve developments or announcement of
   additional losses by the company;

-- Inability to materially de-risk the balance sheet;

-- Inability to meet financial obligations of the operating or
   holding company including accelerated payments.

Fitch has downgraded the following ratings, and they remain on
Rating Watch Negative:

Tower Group International, Ltd.
-- IDR to 'B' from 'BBB'.

Tower Group, Inc.
-- IDR to 'B' from 'BBB';
-- 5% senior convertible debt rating to 'B-' from 'BBB-'.

Tower Insurance Company of New York
Tower National Insurance Company
Preserver Insurance Company
CastlePoint National Insurance Company
York Insurance Company of Maine
Hermitage Insurance Company
CastlePoint Florida Insurance Company
North East Insurance Company
Massachusetts Homeland Insurance Company
CastlePoint Insurance Company
Kodiak Insurance Company
-- IFS ratings to 'BB' from 'A-'.


TRAINOR GLASS: Court Schedules Nov. 6 Disclosure Statement Hearing
------------------------------------------------------------------
The hearing to consider the adequacy of the Disclosure Statement
submitted by Trainor Glass Company and the Official Committee of
Unsecured Creditors in support of the Plan Proponents' Joint Plan
dated Sept. 9, 2013, will be held on Nov. 6, 2013, at 11:00 a.m.

Any objection to the adequacy of the Disclosure Statement will be
filed and served no later than Nov. 1, 2013.  A party in interest
may file a reply to any Objection.  A Reply must be submitted to
the Court and served no later than twenty-four (24) hours before
the Disclosure Statement Hearing.

As reported in the TCR on Sept. 13, 2013, the key aspects of the
Joint Plan include the Debtor's liquidation and wind-down and the
formation and operation of a Trainor Liquidating Trust that will
be charged with: (i) liquidating the Debtor's remaining assets;
(ii) pursuing claims and Causes of Action on behalf of the
Debtor's Creditors; (iii) analyzing and reconciling Claims that
have been filed against the Debtor's Estate; and (iv) making
distributions on account of Allowed Claims in accordance with the
Joint Plan and the Liquidating Trust Agreement executed pursuant
to the Joint Plan.

The Debtor's existing equity interests will be canceled under the
Joint Plan, and the Debtor's Equity Security Holders will receive
no distributions on account of their existing Interests in the
Debtor.

The cost of distributing the Joint Plan and Disclosure Statement
well as the costs, if any, of soliciting acceptances, will be paid
from property of the estate.  The professional fees of the
Debtor's counsel and the Committee's counsel are not contingent
upon the acceptance of the Joint Plan, and are payable as a
cost of administration, upon Bankruptcy Court approval.

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

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  George P.
Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David
A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick,
Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel.

Thomas, Feldman & Wilshusen LLC serves as the Debtor's local Texas
counsel.  The Police Law Group serves as local Michigan counsel.
Arnold & Arnold, LLP, serves as local Colorado counsel.  Thompson
Hine LLP serves as local Maryland counsel.  Kasimer & Annino,
P.C., serves as local Virginia counsel.

High Ridge Partners, Inc., serves as the Debtor's financial
consultant.  The Debtor has tapped Cole, Martin & Co., Ltd., to
render certain auditing services related to the Debtor's 401(k)
and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRANS ENERGY: To Sell Marcellus Assets for $11.2 Million
--------------------------------------------------------
Trans Energy, Inc., signed an agreement to divest its Marcellus
assets in Tyler County, West Virginia, for approximately $11.2
million in net proceeds, subject to adjustments to be determined
at closing.

The divestiture consists of 1,163 net acres, two pad sites, and
one uncompleted horizontal Marcellus well.  The acreage represents
approximately six percent of Trans Energy's total net acreage
position targeting the Marcellus Shale.  The Company has not
completed the horizontal Marcellus well in Tyler County and no
longer plans to complete either of the two previously announced
wells before the closing of the transaction.  The transaction is
expected to close before year end 2013, pending satisfactory title
diligence by the buyer.

John Corp, president of Trans Energy, said, "Today's announcement
supports our belief that Marcellus Shale acreage in northwest West
Virginia is highly valuable."

Mr. Corp continued, "While we believe Tyler County is located in
an attractive part of the Marcellus Shale, we determined that our
acreage position in the county was not large enough to warrant
spending additional resources.  Moreover, we believe that
allocating the proceeds from the sale toward development of our
core acreage positions in Marshall, Wetzel and Marion Counties can
further enhance the value of our positions in those counties,
thereby increasing shareholder value."

After the sale, Trans Energy will continue to own approximately
17,500 net acres in Marshall, Wetzel and Marion Counties.

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

In its audit report on the Company's 2011 results, Maloney +
Novotny, LLC, in Cleveland, Ohio, noted that the Company has
generated significant losses from operations and has a working
capital deficit of $18.37 million at Dec. 31, 2011, which together
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company's balance sheet at June 30, 2013, showed $88.89
million in total assets, $85.48 million in total liabilities and
$3.40 million in total stockholders' equity.


TRINITY COAL: Bankruptcy-Exit Strategy Heads to Creditors
---------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that a Kentucky
judge has signed off on the bankruptcy-exit strategy for
struggling coal mining company Trinity Coal Corp., which would
enable its India-based owner to repay some of its $530 million in
debts and put the company on stable financial ground.

A copy of the Second Amended Disclosure Statement for the Second
Amended Debtors' Joint Chapter 11 Plan of Reorganization is
available at http://bankrupt.com/misc/trinitycoal.doc725.pdf

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at CURTIS, MALLET-PREVOST,
COLT & MOSLE LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at BINGHAM GREENEBAUM
DOLL LLP, in Lexington, Ky., represent the Debtors as counsel.

Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel.  Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel.


UPH HOLDINGS: Plan Disclosures Hearing on Nov. 6
------------------------------------------------
UPH Holdings, Inc., et al., filed with the U.S. Bankruptcy Court
for the Western District of Texas a proposed Chapter 11 Plan of
Reorganization filed Sept. 23, 2013, and an explanatory disclosure
statement.

Generally, the Plan will provide for the transfer to a Liquidating
Trust of all of the Debtors' assets that remain after: (i) the
sale of a substantial portion of the Debtors' assets to TNCI
Operating Company, LLC.  The sale order provided for the payment
of the net proceeds to Hercules Technology II, L.P.

Under the Plan, the Liquidating Trustee will liquidate the
remaining assets, reconcile outstanding claims, and make
distributions to holders of allowed claims.

After confirmation of the Plan, all objections to Claims and all
causes of action and avoidance actions will be prosecuted by the
trustee.  All objections to Claims must be filed within 90 days
following the Effective Date of the Plan, unless extended by the
Bankruptcy Court.

The bankruptcy estates of the Debtors will be substantively
consolidated for purposes of allowance and distributions to
claims.

Hercules Technology II, L.P., the Debtors' primary secured
creditor, will receive all the net proceeds from the sale of
substantially all of the Debtors' assets to TNCI.  Hercules will
have a general unsecured claim for any unpaid portion of the
Hercules Secured Claim that remains after all of Hercules's
prepetition collateral is liquidating [sic] and the net proceeds
of such collateral are distributed in accordance with the Plan.

Holders of allowed general unsecured claims will each receive a
pro rata share of distributable cash held by the liquidating
trust.

Prepetition equity interests will be canceled and holders thereof
will receive no distribution.

The hearing to consider the adequacy of the proposed Disclosure
Statement is scheduled for Nov. 6, 2013, at 1:30 p.m.

A copy of the proposed Disclosure Statement is available at:

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

Counsel for the Debtors can be reached at:

         Patricia Baron Tomasco, Esq.
         JACKSON WALKER L.L.P.
         100 Congress Avenue, Suite 1100
         Austin, TX 78701
         Tel: (512) 236-2276
         Fax: (512) 691-4438
         E-mail: ptomasco@jw.com

             - and -

         Jennifer F. Wertz, Esq.
         JACKSON WALKER L.L.P.
         100 Congress Avenue, Suite 1100
         Austin, TX 78701
         Tel: (512) 236-2247
         Fax: (512) 391-2147
         E-mail: jwertz@jw.com

                      Conflicting Information

Judy A. Robbins, United States Trustee for Region 7, objects to
the approval of the proposed disclosure statement filed by UPH
Holdings, Inc., et al., in support of the Debtors' Plan of
Reorganization dated Sept. 23, 2013, citing:

   1. The Disclosure Statement lacks certain information, or
contains conflicting information, which is essential for the
unsecured creditors concerning voting on the Debtors' plan of
reorganization.  Additional clarifications should also be made
regarding matters affecting the UST.

   2. Article V.B.2. addresses the Bar Date for and payment of
Administrative Claims.  The UST should be added as a party to
receive all applications for payment of fees and reimbursement of
expenses filed by Professional Persons.

   3. Article V.C sets out the treatment of Classified Claims in a
chart at the top of page 13.  With respect to Class 5, General
Unsecured Claims, there is no description in the column "Total
Payments To Class."  If that amount is unknown, the chart should
reflect that.

   4. The Disclosure Statement is inconsistent in the class number
assigned to General Unsecured Claims.  On pages 10 and 13 that
class is referred to as Class 5.  On pages 14 and 15 (in section
VII.C) however, that class is referred to alternately as class 4
and class 20(a).  This change in numbering also affects the
references to Prepetition Equity Interests.  The numbering should
be corrected.

   5. Neither the Disclosure Statement nor Plan defines
"distributable cash," which is the source of payments of General
Unsecured Claims.  These claims will be paid "after payment of
allowed Professional fees/expenses and the expenses of the
Liquidating Trust/Liquidating Trustee."  The Debtors should
include a date certain for payment, rather than leaving creditors
in the dark.

   6. The Disclosure Statement limits its default provisions
(Section X.C.) only to Taxing Authorities.  The default provisions
should be extended to all creditors.

   7. Section X.E.3. should be amended to include timely paying
all U.S. Trustees Program fees and timely filing all U.S. Trustees
Program post-confirmation reports to the responsibilities of the
Liquidating Trustee.

   8. Section X.E.6. refers to "Section 15.9 of this Plan."  There
is no Section 15.9 in the Debtors' Plan nor in the Disclosure
Statement.

   9. Section XI.F. states that "The Court has conditionally
approved this Disclosure Statement."  This is not a true
statement.  Section XI.F does not provide for a specific, to be
determined date by which objections to confirmation must be filed.
This date should be included in the Disclosure Statement as well
as in the notice of the confirmation hearing.

                        About UPH Holdings

UPH Holdings Inc. and several affiliates filed Chapter 11
Petitions (Bankr. W.D. Tex. Lead Case No. 13-bk-10570) on
March 28, 2013.  Judge Tony M. Davis oversees the case.  Jennifer
Francine Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson
Walker, L.L.P., serve as the Debtors' counsel.  Q Advisors, LLC
serves as financial advisors.  UPH Holdings disclosed $26,917,341
in assets and $19,705,805 in liabilities as of the Chapter 11
filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.

The Committee tapped Kelley Drye & Warren LLP as its counsel, and
QSI Consulting, Inc. as its financial advisor.


VALLEY AND MOUNTAIN: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Valley and Mountain, LLC
        82434 Requa Avenue
        Indio, CA 92201

Case No.: 13-26623

Chapter 11 Petition Date: October 7, 2013

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Debtor's Counsel: James L Pagano, Esq.
                  PAGANO & KASS APC
                  96 N Third St Ste 525
                  San Jose, CA 95112
                  Tel: 408-999-5678
                  Fax: 408-999-5684
                  Email: paganolaw@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Veena Kaura, manager.

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


VPR OPERATING: Panel Taps Newera Consulting as Financial Advisors
-----------------------------------------------------------------
The Official Creditors' Committee of VPR Operating, LLC and its
debtor-affiliates asks permission from the Hon. Tony M. Davis of
the U.S. Bankruptcy Court for the Western District of Texas to
retain Newera Consulting, LLC as financial advisors.

The Committee requires Newera Consulting to provide these
services:

   (a) assist and advise the Committee in the analysis of the
       current financial position of the Debtors;

   (b) assist and advise the Committee in its analysis of the
       Debtors' business plans, cash flow projections,
       restructuring programs, selling, general and administrative
       structure and other reports or analyses prepared by the
       Debtors or their professionals, in order to assist the
       Committee in its assessment of the business viability of
       the Debtors, the reasonableness of projections and
       underlying assumptions, the impact of market conditions on
       forecasted results of the Debtors; and the viability of the
       restructuring strategy pursued by the Debtors or other
       parties in interest;

   (c) assist and advise the Committee in its analysis of proposed
       transactions or other actions for which the Debtors or
       other parties in interest seek Court approval
       including, but not limited to, evaluation of competing bids
       in connection with the divestiture of corporate assets, DIP
       financing or use of cash collateral, assumption/rejection
       of leases, extensions of exclusivity, objections to claims
       or liens, and other executory contracts, management
       compensation and retention and severance plans;

   (d) assist and advise the Committee in its analysis of the
       Debtors' internally prepared financial statements and
       related documentation, in order to evaluate performance
       of the Debtors as compared to its projected results;

   (e) attend and advise at meetings/calls with the Committee and
       its counsel and representatives of the Debtors and other
       parties;

   (f) assist and advise the Committee and its counsel in the
       development, evaluation and documentation of the optimal
       strategic positions to pursue in the Case, including but
       not limited to any plan of reorganization or strategic
       transaction, including developing, structuring and
       negotiating the terms and conditions of potential plans or
       strategic transaction including the value of consideration
       that is to be provided thereunder;

   (g) assist and advise the Committee in its analysis of the
       Debtors' hypothetical liquidation analyses under various
       scenarios; and

   (h) assist and advise the Committee in such other services as
       may be necessary and advisable to support the foregoing
       services, including but not limited to, other bankruptcy,
       reorganization and related litigation support efforts,
       valuation assistance, corporate finance/M&A advice,
       compensation and benefits consulting, or other specialized
       services as may be requested by the Committee and which
       may be agreed to by Newera in writing.

Newera Consulting will be paid at these hourly rates:

       Loretta Cross               $475
       John D. Baumgartner         $375
       Associate/Analyst         $200-$300

Newera Consulting will also be reimbursed for reasonable out-of-
pocket expenses incurred.

John D. Baumgartner, vice president of Newera Consulting, assured
the Court that the 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 Debtors and their estates.

Newera Consulting can be reached at:

       John D. Baumgartner
       NEWERA CONSULTING, LLC
       5090 Richmond Avenue
       Houston, TX 77056
       Tel: (832) 423-6711

                     About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.  Newera
Consulting, LLC, serves as financial advisors.


WALLDESIGN INC: Files Liquidating Plan; DS Hearing on Nov. 20
-------------------------------------------------------------
Walldesign Inc., filed with the U.S. Bankruptcy Court for the
Central District of California on Sept. 30, 2013, a disclosure
statement explaining the Debtor's Chapter 11 Plan of Liquidation.
The hearing to approve the disclosure statement will be held on
Nov. 20, 2013, at 10:00 a.m.

The Debtor seeks to accomplish payments under the Plan to holders
of Allowed Administrative Claims and Class 1 - Class 5 Claims by
the distribution of all cash on hand, together with net proceeds
realized from the litigation of claims held by the Estate and
liquidation of any other assets.

Each holder of an Allowed General Unsecured Claims in Class 5 will
receive a pro rata share of the Class 5 Liquidation Trust
Interests on the later of: (a) the Effective Date; and (b) the
fifteenth (15th) Business Day after such General Unsecured
Claim becomes an Allowed General Unsecured Claim, or, in either
case, as soon thereafter as is practicable.

Holders of Claims in Subordinated Claims in Class 6 and Interests
in Class 7 do not receive any property under the Plan and thus
Classes 6 and 7 are deemed to reject the Plan.

Counsel for the Debtor can be reached at:

     Marc J. Winthrop, Esq.
     Garrick A. Hollander, Esq.
     WINTHROP COUCHOT
     PROFESSIONAL CORPORATION
     660 Newport Center Drive, Suite 400
     Newport Beach, CA 92660
     Tel: (949) 720-4100
     Fax: (949) 720-4111
     E-mail: mwinthrop@winthropcouchot.com
             ghollander@winthropcouchot.com

A copy of the Disclosure Statement is available at:

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

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WARNER CHILCOTT: S&P Withdraws 'BB' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew the 'BB'
corporate credit rating on Warner Chilcott PLC and Warner Chilcott
Corp.  At the same time, S&P withdrew the 'BBB-' issue-level
rating on the senior secured debt issues by Warner Chilcott Corp.,
Warner Chilcott Co. LLC, and WC Luxco S.a.r.l.  The withdrawal
actions reflect S&P's opinion that the consolidated entity,
Actavis PLC, will determine the credit quality.  S&P believes the
Warner Chilcott operating entity is core to Actavis' future
operating and growth strategies.

S&P is raising the issue-level rating on the $1.250 billion 7.75%
unsecured notes, issued by Warner Chilcott Finance LLC and Warner
Chilcott Co. LLC, to 'BBB' from 'BB'.  The upgrade reflects the
fact that the unsecured notes were acquired by Actavis PLC and
that, post-acquisition, Warner Chilcott's unsecured rating is in
parity with its parent, Activis PLC.


WARNER MUSIC: Inks Headquarters Lease with Paramount Group
----------------------------------------------------------
WMG Acquisition Corp. entered into a lease for its new worldwide
headquarters.  The Lease between the Company and Paramount Group,
Inc., as agent for PGREF I 1633 Broadway Tower, L.P., is for
nearly 300,000 square feet of office space at 1633 Broadway in
midtown Manhattan.  The initial term of the Lease runs for
approximately 16 years.  The Lease also includes a single option
for the Company to extend the term for either five years or 10
years.  In addition, under certain conditions, the Company has the
ability to lease additional space in the building and has a right
of first refusal with regard to certain additional space.

The Company will be initially obligated to pay approximately $16
million in annual rent, in addition to its pro rata share of
certain real property taxes, operating expenses and common area
maintenance expenses.  Terms include initial periods of free rent
and a tenant improvement allowance as set forth further in the
Lease.

In connection with entering into the Lease, the Company posted a
$10 million letter of credit which reduces in stages, with a
reduction to $0 on July 1, 2018, subject to certain conditions.

Certain subsidiaries of the Company have also issued a guaranty
whereby they have fully and unconditionally guaranteed the
payments of the Company under the Lease.  The Guaranty expires on
Oct. 1, 2021.

                     About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music incurred a net loss attributable to the Company of
$112 million for the fiscal year ended Sept. 30, 2012, compared
with a net loss attributable to the Company of $31 million for the
period from July 20, 2011, through Sept. 30, 2011.

The Company's balance sheet at June 30, 2013, showed $4.89 billion
in total assets, $4.09 billion in total liabilities and $794
million in total equity.

                           *    *     *

As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings
Services placed its ratings on New York City-based recorded music
and music publishing company Warner Music Group (WMG) on
CreditWatch with negative implications.  This action follows the
company's announcement that it has entered into a definitive
agreement to acquire U.K.-based Parlophone Label Group for about
$765 million in cash.


WOLFE BROTHERS: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: Wolfe Brothers Face Art & FX, LLC
                   dba Wolfe Face Art & FX
                6325 All American Blvd.
                Orlando, FL 32810

Case Number: 13-12422

Involuntary Chapter 11 Petition Date: October 7, 2013

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

Petitioners' Counsel: Sundeep S Sidhu, Esq.
                      AKERMAN SENTERFITT
                      420 South Orange Avenue, Suite 1200
                      Orlando, FL 32802
                      Tel: (407) 423-4000
                      Fax: (407) 843-6610
                      Email: sunny.sidhu@akerman.com

Wolfe Brothers' petitioners:

   Petitioners                 Nature of Claim   Claim Amount
   -----------                 ---------------   ------------
Douglas Drake                   Loan Debt          $295,784
28 Monroe Ave.
Pittsford, NY 14534

Barbara Powell                  Loan Debt           $65,942
9 Old Batson Road
Taylors, SC 29687

Carole Taormina                 2013 Wage Debt       $7,500
710 Powderhorn Circle
Lake Mary, FL 32746


YUKOS CAPITAL: $186MM Award Upheld in Oil Loan Row
--------------------------------------------------
Law360 reported that a New York federal court entered a $185.9
million final judgment in favor of Yukos Capital S.a.r.l., an
affiliate of defunct Yukos Oil Co., affirming on Oct. 2 an
arbitration award the company had won against a former Yukos Oil
subsidiary that is now part of a Russian state-controlled oil
company.

According to the report, U.S. District Judge Paul A. Crotty's
final judgment upheld the International Court of Arbitration's
ruling awarding Luxembourg-based Yukos Capital over 2.4 billion
rubles ($75.1 million), for loans Yukos Capital had made to OAO
Samaraneftegaz.

The case is Yukos Capital S.A.R.L. v. Oao Samaraneftegaz, Case No.
1:10-cv-06147 (S.D.N.Y.) before Judge Paul A. Crotty.  The case
was filed on Aug. 18, 2010.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- was an
open joint stock company under the laws of the Russian
Federation. Yukos was involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for US$9.35
billion, as payment for US$27.5 billion in tax arrears for 2000-
2003.  Yugansk eventually was bought by state-owned Rosneft,
which is now claiming more than US$12 billion from Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard Rebgun
filed a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-0775),
in an attempt to halt the sale of Yukos' 53.7% ownership interest
in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.

On Nov. 23, 2007, the Russian Trading System and Moscow
Interbank Currency Exchange stopped trading Yukos shares after
the company formally ceased to exist.  Mr. Rebgun completed the
company's liquidation process after Russia's Federal Tax Service
has entered Yukos' liquidation on the Uniform State Register of
Legal Entities.

As reported in the Troubled Company Reporter-Europe on Nov. 14,
2007, the Moscow Arbitration Court entered an order closing the
liquidation proceedings of Yukos, 15 months after it was declared
bankrupt on Aug. 1, 2006.


* Beijing Urges U.S. to Avoid Default
-------------------------------------
Josh Chin, writing for The Wall Street Journal, reported that
China called on the U.S. to take necessary steps to avoid
defaulting on government debt, in the first official comment on
the shutdown impasse from Washington's largest foreign creditor.

According to the WSJ report, noting that China is a major holder
of U.S. Treasury's, Chinese Vice Finance Minister Zhu Guangyao
warned on Oct. 7 that failure by the U.S. to raise its debt
ceiling would have global ramifications.

"Because of this, we naturally are paying attention to financial
deadlock in the U.S. and reasonably demand that the U.S. guarantee
the safety of Chinese investment there," Mr. Zhu said, according
to a report on the website of the official Xinhua news agency.

"On the question of the debt ceiling, the Chinese side feels the
U.S. needs to take realistic and resolute steps to ensure against
default on the national debt," he added.

WSJ said the comments highlight China's sensitivity to U.S.
government debt and the nation's overall fiscal health. China has
the world's largest stockpile of foreign-exchange reserves due in
part to its efforts to encourage exports by holding down the value
of its currency, the yuan. While it doesn't disclose holdings, a
major chunk of its roughly $3.5 trillion in foreign reserves is
invested in U.S. government debt. China holds $1.277 trillion in
overall Treasury debt, more than any other country. Japan is
second with $1.135 trillion.


* Financial Execs See Dire Consequences to Potential U.S. Default
-----------------------------------------------------------------
Financial executives see dire consequences to prolonged political
theater in Washington and a potential U.S. government default,
according to a survey released on Oct. 7 by the Association for
Financial Professionals (AFP).

On October 3-4, AFP surveyed financial executives in the corporate
treasury and finance departments of a broad range of U.S.
companies across many industries, receiving 964 responses.  The
survey found that in the near term, finance executives believe
political wrangling in Washington will lead to reduced demand for
goods and services and that a failure to raise the debt ceiling in
time will result in reduced capital expenditures and reduced
hiring or layoffs at many companies.

But the damage goes beyond just short-term consequences.  Forty
percent of organizations report that they are holding back on
making growth-oriented investments in the U.S. because they are
having difficulty evaluating U.S. investments, due to the
recurring battles over budgets and debt limits.

"Companies are issuing a warning: A default will lead to lower
capital investment and job losses, and slowing business activity
amid an already-tepid recovery," said Jim Kaitz, AFP's president
and CEO.  "Companies are already expecting lower demand for their
goods and services as a result of the budget and debt ceiling
impasse."

Finance professionals expect lingering uncertainty emanating from
Washington to impact demand for their products and services, with
41 percent expecting a negative impact on their own products and
services and 35 percent expecting their companies to have
decreased demand for others' products and services.

A default would make U.S. Treasury securities, an investment
vehicle used in many companies' short-term investment portfolios,
far less attractive.  The survey found that one-sixth of U.S.
organizations currently holding U.S. Treasury securities would
shift out most or all of those investments if the debt ceiling
isn't raised in time.  Another 36 percent of organizations would
hold onto their current holdings of Treasuries, but would not
purchase these securities going forward.

Meanwhile, half of the respondents say that a government default
would harm their organization's access to, and raise their cost
of, capital.  An increase in the cost of bank credit and higher
cost of debt financing were each cited as possible outcomes by 27
percent of financial professionals.

                            About AFP

Headquartered outside Washington, D.C., the Association for
Financial Professionals (AFP) is the professional society that
represents finance executives globally.  AFP established and
administers the Certified Treasury Professional and Certified
Corporate FP&A Professional credentials, which set standards of
excellence in finance.


* U.S. Default Seen as Catastrophe Dwarfing Lehman's Fall
---------------------------------------------------------
Yalman Onaran, writing for Bloomberg News, reported that anyone
who remembers the collapse of Lehman Brothers Holdings Inc. little
more than five years ago knows what a global financial disaster
is. A U.S. government default, just weeks away if Congress fails
to raise the debt ceiling as it now threatens to do, will be an
economic calamity like none the world has ever seen.

According to the report, failure by the world's largest borrower
to pay its debt -- unprecedented in modern history -- will
devastate stock markets from Brazil to Zurich, halt a $5 trillion
lending mechanism for investors who rely on Treasuries, blow up
borrowing costs for billions of people and companies, ravage the
dollar and throw the U.S. and world economies into a recession
that probably would become a depression.  The report related that
among the dozens of money managers, economists, bankers, traders
and former government officials interviewed for this story, few
view a U.S. default as anything but a financial apocalypse.

The $12 trillion of outstanding government debt is 23 times the
$517 billion Lehman owed when it filed for bankruptcy on Sept. 15,
2008, the report related.  As politicians butt heads over raising
the debt ceiling, executives from Berkshire Hathaway Inc.'s Warren
Buffett to Goldman Sachs Group Inc.'s Lloyd C. Blankfein have
warned that going over the edge would be catastrophic.


* Puerto Rico Debt Troubles U.S. Regulators
-------------------------------------------
Mike Cherney, writing for The Wall Street Journal, reported that
U.S. government officials are becoming more concerned about Puerto
Rico's deepening economic and financial woes?and their risks for
American investors.

According to the report, an index that tracks bonds issued by
Puerto Rico is down more than 18% so far this year, and leaders
have put off selling new bonds while they work to restructure some
of the island's troubled finances.

As a result, officials at the White House, Treasury Department and
Federal Reserve have been meeting to discuss the matter and to
assess the potential consequences for the overall municipal-bond
market, people familiar with the discussions said, the WSJ report
related.

Few analysts and investors expect Puerto Rico to renege on its
obligations anytime soon, but it owes about $70 billion on its
bonds, has a credit rating just one notch above junk status and is
having trouble attracting investors because of its budget deficit
and high unemployment, the report noted.

For decades, Puerto Rico was a bedrock investment in many
municipal-bond portfolios, its bonds owned directly or through
mutual funds, the report pointed out.  The biggest reason: Unlike
most other municipal bonds, interest on Puerto Rico's debt is free
from local, state and U.S. income taxes.


* Car-Parts Workers End Strike in South Africa
----------------------------------------------
Devon Maylie, writing for The Wall Street Journal, reported that
car-parts workers in South Africa on Oct. 6 accepted a double-
digit pay increase, ending a monthlong strike that has cost
companies tens of thousands of units in lost vehicle production.

According to the report, under the three-year agreement, around
45,000 union members will receive a 10% pay rise in the first
year, followed by two years of 8% annual increases.

The strikes have taken a steep toll, the report related.  The
component work stoppage came after a three-week strike at the
vehicle producers themselves. Due to both strikes, Ford Motor
Corp. didn't produce 10,000 automobiles, equivalent to 16% of its
annual vehicle production in South Africa. Toyota and BMW AG each
were unable to produce 13,000 automobiles.

The lost production linked to unrest in the vehicle sector have
left many companies questioning the competitiveness of South
Africa as a manufacturing hub, putting government plans to create
more manufacturing jobs in jeopardy, the report said.  BMW said
South Africa was passed over for a new vehicle line not yet
announced, since the labor unrest means the country can't be
counted to deliver the cars on time.

South Africa's economy was growing at its slowest pace in years --
on track to be 2% -- well below the average 4.9% expansion
forecast for the rest of the continent, the report further
related.  The strikes threaten to weigh on even that modest pace.


* Interest Rate Hikes Shrinking "Refinancible" Population
---------------------------------------------------------
The August Mortgage Monitor report released by Lender Processing
Services found that prepayment activity (historically a good
indicator of mortgage refinance activity) declined sharply in
August as mortgage rates continued to rise.  In conjunction with
those rate increases, a large portion of borrowers has been
effectively shifted out of the "refinancible" population.
However, at the same time, according to analysis done by LPS,
rising home prices and corresponding levels of equity for many
borrowers may translate into opportunity for the home equity loan
and lines of credit market.

"We have seen prepayments decline by more than 30 percent since
May, when mortgage interest rates began climbing approximately 100
basis points to where we are today," LPS Senior Vice President
Herb Blecher said.  "As a result, the percentage of borrowers
currently in loans with interest rates high enough for refinancing
to make fiscal sense has decreased significantly.  Over half of
borrowers are now 'out of the money' with respect to refinancing.
In December 2012, the population of potentially refinance-eligible
borrowers stood at roughly 10 million.  However, refinance
activity during that time, along with rising interest rates, have
shrunk that pool to just 5.7 million borrowers as of August.

"While higher interest rates may certainly have the effect of
tamping down refinance activity, they may actually wind up
contributing to a new appetite for home equity loans among
homeowners," Mr. Blecher continued.  "After bottoming out at the
beginning of 2012, home prices are now at their highest levels
since 2009, and borrowers who bought or refinanced within the last
few years are quite likely to have accumulated additional equity
in their homes.  Based upon LPS' analysis of historical borrowing
patterns and home value trends, it is possible that we could see
an increase in second-lien borrowing among those who have locked
in their first mortgages at very low rates and who wish to tap
their equity without refinancing into a higher rate."

This month's Mortgage Monitor also looked at foreclosure pipelines
at both the national and state levels.  Though national pipelines
have been steadily decreasing due to both an increase in
foreclosure sales and declining foreclosure starts, pressure is
still growing or extreme in many states.  New York, a judicial
state, still has the largest pipeline ratio based on the very
limited volume of current foreclosure sales in that state, but
certain non-judicial states have seen dramatic increases in the
wake of passing foreclosure-related legislation or rulings.
California, for example, has seen its pipeline ratio increase
nearly 70 percent since that state's Homeowners Bill of Rights
went into effect at the beginning of this year.  Likewise,
Massachusetts has seen an increase of 136 percent (to 168 months)
since a Q2 2012 state Supreme Court ruling slowed the process
significantly there.

As reported in LPS' First Look release, other key results from
LPS' latest Mortgage Monitor report include:

Total U.S. loan delinquency rate: 6.20%
Month-over-month change in delinquency rate: -3.31%
Total U.S. foreclosure presale inventory rate: 2.66%
Month-over-month change in foreclosure presale
inventory rate: -5.74%
States with highest percentage of non-current* loans:
FL, MS, NJ, NY, ME
States with the lowest percentage of non-current* loans:
MT, CO, WY, SD, ND
*Non-current totals combine foreclosures and delinquencies as a
percent of active loans in that state.
Totals are extrapolated based on LPS Data & Analytics' loan-level
database of mortgage assets.

                   About the Mortgage Monitor

LPS manages the nation's leading repository of loan-level
residential mortgage data and performance information on nearly 40
million loans across the spectrum of credit products.  The
company's research experts carefully analyze this data to produce
a summary supplemented by dozens of charts and graphs that reflect
trend and point-in-time observations for LPS' monthly Mortgage
Monitor Report.

                 About Lender Processing Services

LPS -- http://www.lpsvcs.com-- delivers comprehensive technology
solutions and services, as well as powerful data and analytics, to
the nation's top mortgage lenders, servicers and investors.  As a
proven and trusted partner with deep client relationships, LPS
offers the only end-to-end suite of solutions that provides major
U.S. banks and many federal government agencies the technology and
data needed to support mortgage lending and servicing operations,
meet unique regulatory and compliance requirements and mitigate
risk.

These integrated solutions support origination, servicing,
portfolio retention and default servicing. LPS' servicing
solutions include MSP, the industry's leading loan-servicing
platform, which is used to service approximately 50 percent of all
U.S. mortgages by dollar volume.  The company also provides
proprietary data and analytics for the mortgage, real estate and
capital markets industries.  Lender Processing Services is a
Fortune 1000 company headquartered in Jacksonville, Fla.


* Loan Spigot Runs Dry for Small Businesses
-------------------------------------------
Ruth Simon and Angus Loten, writing for The Wall Street Journal,
reported that the government shutdown is throwing a wrench into
efforts by some small businesses to get government-backed loans
from the U.S. Small Business Administration.

According to the report, lenders said they continue to process and
submit loans to the SBA, but borrowers will have to wait for
approvals. Other borrowers are facing shutdown-related paperwork
snafus that are slowing loan fundings.

Charlotte Calmels has been planning to use a $150,000 SBA loan to
open her second French restaurant in Philadelphia, next month, but
before the loan can close, her lender, Susquehanna Bank, in
Lititz, Pa., must confirm her legal immigration status, a process
that begins by contacting the SBA, the report related.  The
federal immigration agency, which remains open, stopped receiving
requests from SBA officials to verify borrowers' immigration
status last Oct. 1, according to a spokesman.

While Susquehanna is looking for a way around the problem, Ms.
Calmels worries that the mid-October closing could be delayed, the
report said.  "I have the keys to the restaurant," she said. "But
that could prevent me from opening and hiring any employees."

Rohit Arora, the chief executive of Biz2Credit, a New York small-
business lending broker, said he fears many business owners who
rely on government-backed loans for working capital will turn to
alternative lenders, such as merchant cash advances, which charge
interest rates of up to 100% with short terms of just six to eight
months, the report related.


* Mortgage-Investor Group Raises Concerns on Legal Settlements
--------------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
a group representing mortgage-bond investors has raised concerns
with Attorney General Eric Holder over potential legal settlements
with banks that they say could stick investors with some of the
tab.

According to the report, in a letter sent on Oct. 7, the
Association of Mortgage Investors warned that its members were
concerned investors could shoulder a significant portion of the
burden of penalties that might be assessed as part of any legal
settlement over mortgage abuses. The letter was prompted by recent
reports that indicated a settlement could be near between the U.S.
government and J.P. Morgan Chase & Co., according to people
familiar with the matter.

The New York bank has been in discussions with federal officials
in recent weeks to resolve a range of probes and lawsuits alleging
an array of mortgage-disclosure frauds by the New York bank or the
ailing institutions it acquired in 2008, the report related.

One scenario under discussion last month would have required the
bank to pay $11 billion, which would be split between a $7 billion
cash penalty and $4 billion in consumer relief, the report said.
The bank and U.S. government are still far apart on a number of
issues, said people close to the talks, including how many
agencies would participate, what J.P. Morgan would admit to as
part of a deal and how much protection it would receive against
further liability.

A spokesman for the Justice Department declined to comment and
J.P. Morgan also declined to comment, the report related.


* To Skirt Ch. 11, GCs to Spend More on Restructuring in 2014
-------------------------------------------------------------
Law360 reported that law firms can expect to see a surge in client
spending on restructuring in the coming year as companies that
have failed to finagle their way out of debilitating indebtedness
make last-ditch efforts to stave off bankruptcy.

According to the report, spending on restructuring is expected to
jump 1.1 percent next year as the retail, distribution, industrial
manufacturing, transportation and mining industries continue to
struggle, according to the BTI Premium Practices Forecast 2014
report from The BTI Consulting Group of Wellesley, Mass.


* 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.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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