TCR_Public/131015.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 15, 2013, Vol. 17, No. 286

                            Headlines

553 WEST: SE Opportunity et al. Breached Sale Deal
710 LONG: Hearing on Bid to Reject CBA Adjourned to Nov. 21
AGFEED USA: Court Approves Amendment to Cash Collateral Access
AGFEED USA: Landlords Balk at Bid to Extend Lease Decision Period
ALLIANT TECHSYSTEMS: Fitch Currently Rates Long-term IDR at 'BB+'

ATLS ACQUISITION: Wants Until February 2014 to File Ch. 11 Plan
BERNSTEIN COMPANY: Auction of Hampton Inn Set for Nov. 25
CHECKERS DRIVE-IN: Moody's Affirms B3 CFR, Outlook Changed to Neg
DEL MONTE: Moody's Changes Outlook to Developing over DMP Deal
DIGITAL INSIGHT: Moody's Gives B3 CFR & Rates First Lien Debt B1

EMBLEM FINANCE: Fitch Affirms 'BB' Rating on $5.08-Mil. Notes
ENERGYSOLUTIONS INC: S&P Raises Rating on Unsecured Notes to 'B+'
EWE WAREHOUSE: Case Summary & 8 Largest Unsecured Creditors
EXOPACK HOLDINGS: Moody's Assigns 'B3' Corp. Family Rating
EXOPACK HOLDINGS: S&P Assigns 'B' Corporate Credit Rating

FOCUS BRANDS: Moody's Affirms 'B2' CFR Over 1st Lien Loan Upsize
FURNITURE BRANDS: Taps KPMG as Auditors and Tax Consultants
FURNITURE BRANDS: Hires PwC as Accounting and Tax Advisors
GENERAL MOTORS: 6th Cir. Upholds Dismissal of Haviland Suit
GORDIAN MEDICAL: Oct. 21 Hearing on Adequacy of Plan Outline

IBAHN CORP: Hires Derek Evans as Special Purpose Accountant
JOURNAL REGISTER: Court Rules Schneller Claim Is Invalid
LIGHTSQUARED INC: Court Temporarily Puts Harbinger Suit On Hold
LLS AMERICA: Judge Strikes Summary Judgment Bid vs. Mark Bigelow
LLS AMERICA: Judge Struck Cilwa's Summary Judgment Bid

LLS AMERICA: Bankr. Judge Recommends Final Judgment Against Olsen
KIK CUSTOM: Moody's Hikes CFR to B3 & 1st Lien Loan Rating to B2
MSD PERFORMANCE: Gets Final Approval to Use Cash Collateral
MSD PERFORMANCE: Lenders Want Exclusivity Ended, to File Own Plan
MSD PERFORMANCE: SSG Advisors Hired as Investment Banker

MSD PERFORMANCE: Troutman Sanders to Serve as Special Counsel
MSI CORP: Nov. 5 Hearing on Request for Exclusivity Extension
MTS GOLF: Defends Settlement Agreement With U.S. Bank
NATIONAL HOLDINGS: Iroquois, et al., to Sell 10.6-Mil. Shares
NET ELEMENT: Francesco Piovanetti Discloses 15.2% Equity Stake

NET TALK.COM: Incurs $1.6 Million Net Loss in First Quarter
NEWARK INSURANCE: Insurers Protected From Insolvent Carrier Gaps
NEW YORK CITY OPERA: Deal May be on Table
NIRVANIX INC: Has Interim Authority to Tap $1.1-Mil. DIP Loan
NIRVANIX INC: Can Continue to Operate Using Cash Collateral

NIRVANIX INC: Proposes Nov. 15 Auction for Assets
NIRVANIX INC: Employs Epiq as Claims & Noticing Agent
NORTEL NETWORKS: Units Ask 3rd Circ. for Arbitration in Dispute
NPS PHARMACEUTICALS: Wellington Held 5.5% Stake at Sept. 30
N-VIRO INTERNATIONAL: To Buy New Facility in Florida

OUI MANAGEMENT: French Bankruptcy Shields Agency From Default
OVERSEAS SHIPHOLDING: Incurs $24.1-Mil. Net Loss in Second Quarter
PACIFIC GOLD: OKs Assignment of $40,000 Notes
PHILADELPHIA SCHOOL: Fitch Cuts GO Bonds Rating to 'BB'
PLATFORM ACQUISITION: Moody's Assigns 'B1' CFR, Outlook Stable

PLATFORM ACQUISITION: S&P Assigns 'B+' Corporate Credit Rating
POSITIVEID CORP: Held 9% Stake in Digital Angel at Sept. 30
PRO'S RANCH: Lender Seeks Trustee to Handle Bankruptcy
QUBEEY INC: Oct. 17 Hearing on Greenberg & Bass Engagement
QUBEEY INC: Files Schedules of Assets and Liabilities

QUICKSILVER RESOURCES: Southeastern Asset No Longer a Shareholder
RANCHER ENERGY: Inks Participation Agreement with PetroShare
REGENCY ENERGY: Fitch Puts 'BB' IDR on Rating Watch Negative
REGENCY ENERGY: Moody's Affirms Ba3 CFR & B1 Unsec. Notes Rating
REGENCY ENERGY: S&P Affirms 'BB' Corp. Credit Rating

RESIDENTIAL CAPITAL: Committee Statement Filed
RG STEEL: Baltimore County Opposes Rejection of 2001 Lease
RG STEEL: Wins Court Approval of Deal With Kinder Morgan
RIVERSIDE MILITARY: Fitch Affirms 'BB+' Revenue Bonds Rating
RURAL/METRO CORP: Revised Hiring Approved

S&Y ENTERPRISES: Dist. Ct. Upholds Denial of Bedford JV Claim
SAFEWAY INC: Plans Chicago Exit, Reports Profit Decline
SANTA CRUZ COUNTY RDA: Moody's Withdraws Ba2 Rating on Successor
SCICOM DATA: May Sell Assets to Venture Solutions
SECUREALERT INC: Issues 3.9 Million Restricted Shares to Sapinda

SENTINEL MANAGEMENT: Ex-Management Trader Pleads Guilty in Fraud
SOUTHERN MONTANA: To Present Plan for Confirmation on Nov. 12
STEREOTAXIS INC: Amends 6.3MM Shares Subscription Rights Offering
SURGICAL ASSOCIATES: Okla. App. Ct. Reverses Smith Suit Dismissal
T-L BRYWOOD: Has Until Jan. 31 to Solicit Plan Votes

T-L BRYWOOD: Objections to Cash Collateral Motion Due Oct. 16
TAYLOR BEAN: Stradley Ronon Can't Dodge $200MM Malpractice Suit
TEVA PHARMACEUTICALS: To Shed 5,000 Employees
THERAPEUTICSMD INC: Amends 3.9 Million Shares Resale Prospectus
THERAPEUTICSMD INC: Files Copy of Investor Presentation

THOMAS PROPERTIES: Unit Inks Forbearance Agreement with NML
TLO LLC: Asks Upward Adjustment to 3 Line Items in Approved Budget
TLO LLC: Kroll, Glocer File $89MM Objection
TORRY AND SONS: In Receivership, Closes Doors
TOWER GROUP: Woes Could Force it to Refocus

TRANS-LUX CORP: Shareholders OK Reverse Split of Common Stock
TRIBUNE CO: County's Late $1-Mil. Tax Claim Denied
TWIN CITIES: State Shuts Down 2 Collection Agencies
UNIFIED 2020: Wants Use of Additional Cash Collateral of $12,000
UNITEK GLOBAL: 2013 Annual Stockholders' Meeting Set on Dec. 5

URS CORP: 3,000 Employees on Furlough Due to Govt. Shutdown
USA BROADMOOR: Files Second Amendment to Plan of Reorganization
VELTI PLC: Receives NASDAQ Listing Non-Compliance Notice
VISUALANT INC: Further Amends 162.1MM Shares Resale Prospectus
WAFERGEN BIO-SYSTEMS: Registers 10.9 Million Shares for Resale

WESTERN FUNDING: Oct. 17 Hearing on Bid to Use Cash Collateral
WPCS INTERNATIONAL: To Request Hearing on Delisting Determination
WPCS INTERNATIONAL: Drew Ciccarelli Holds 8.3% Equity Stake
YESHIVA CHOFETZ: T.D. Bank Seeks Dismissal of Chapter 11 Case

* Fitch Says U.S. Government Shutdown Costing TRICARE Insurers
* Bill of Rights Accelerates Southern Calif. Housing Recovery
* Chadbourne Nabs Winston's Municipal Bankruptcy Duo

* Consumer Confidence Posts Sharpest Drop Since Lehman
* High Court Taps Fee Pool, Opens Term
* New GoBankingRates.com Analysis Shows Default Scenarios

* Realtors(R) Warns Congress Default May Hit Housing Market
* September Retail Sales Disappoint
* September Foreclosure Activity Down 27%, RealtyTrac Report Shows

* Large Companies With Insolvent Balance Sheets


                            *********


553 WEST: SE Opportunity et al. Breached Sale Deal
--------------------------------------------------
Before a New York bankruptcy court is an adversary proceeding
commenced by plaintiffs Brian Binder and 553 West 174th St. LLC
seeking specific performance of a contract to sell to Mr. Binder a
brownstone building at 120 West 74th Street, in New York.
Plaintiffs allege that the contract was breached by defendants SE
Opportunity Fund LP, Seth Miller, Seymour Hurwitz, and Steven
Etkind.

Based on evidence introduced at a three-day trial, Judge Sean H.
Lane finds that Defendants breached the contract for the sale of
the Premises.  The judge further concludes that Plaintiffs are
entitled to specific performance because the Plaintiffs were
ready, willing, and able to perform the sales contract.

The adversary case is Brian Binder and 553 West 174th St. LLC,
Plaintiffs, v. SE Opportunity Fund LP, Seth Miller, Seymour
Hurwitz, and Steven Etkind, Defendants, Adv. No. 12-01054 (Bankr.
S.D.N.Y.).  A copy of Judge Lane's Sept. 4, 2013 Memorandum of
Decision is available at http://is.gd/u4SQTofrom Leagle.com.

553 West 174th St LLC filed for a Chapter 11 petition in the U.S.
Bankruptcy Court for the Southern District of New York, Case No.
11-14968, on October 26, 2011.  Judge Sean H. Lane presides over
the case.  Mark A. Frankel, Esq. -- mfrankel@bfklaw.com -- of
Backenroth Frankel & Krinsky, LLP, represents the Debtor.  The
petition was signed by Jennifer Miller, as Trustee of White
Oak Profit Sharing Plan, general partner of SE Opportunity Fund,
LP, managing member.


710 LONG: Hearing on Bid to Reject CBA Adjourned to Nov. 21
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey adjourned
from Oct. 15, 2013, to Nov. 15, 2013, the hearing to consider 710
Long Ridge Road Operating Company II, LLC, et al.'s motion to:

   i) reject the continuing economic terms of the expired
      collective bargaining agreements with the New England Health
      Care Employees Union, District 1199, SEIU; and

  ii) extend the revised interim modifications to the Debtors'
      collective bargaining agreements pursuant to Section 1113(e)
      of the Bankruptcy Code.

On Sept. 30, 2013, the National Labor Relations Board advised that
an extension of time for the filing of objections to the so-called
1113 motions was necessary because the Board attorneys responsible
for the cases have, as of Oct. 1, 2013, been furloughed
indefinitely as part of the shutdown of the federal government due
to lack of appropriated funds, along with essentially all of the
Board's attorneys and other employees.

The Debtors agreed to stay the 1113 motions until a new deadline
is requested by the Debtors, the Union and the Board after
Congress has appropriated funds for the Board.

The parties have agreed to a standstill period which was in effect
commencing Oct. 8, 2013, until Nov. 15.  The standstill period may
be extended upon consent of the Debtors, the Union and the Board.

The Board is represented by Abby Propis Simms, Esq., and Dawn L.
Goldstein, Esq.

          About 710 Long Ridge Road Operating Company II

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge Road Operating Company II and its affiliates sought
Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13-
13657) on Feb. 24, 2013, to modify their collective bargaining
agreements with the New England Health Care Employees Union,
District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.  Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.

Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors.  The Committee tapped to retain
EisnerAmper LLP as accountant.


AGFEED USA: Court Approves Amendment to Cash Collateral Access
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on Oct. 8
entered a final order approving the second amendment to the final
order authorizing AgFeed USA, LLC, et al.'s use of cash collateral
in which lenders Farm Credit Services of America, PCA, and Farm
Credit Services of America, FLCA assert an interest.

The amendment provides for amended and supplemented projected cash
receipts and expenditures for the period Sept. 13 until Jan. 10,
2014.

As reported in the Troubled Company Reporter on Oct. 2, 2013,
Judge Brendan L. Shannon approved the second amendment to the
final Cash Collateral order.

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

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

                      About AgFeed Industries

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

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

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

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


AGFEED USA: Landlords Balk at Bid to Extend Lease Decision Period
-----------------------------------------------------------------
Landlords, Scott E. Randall and Jane S. Randall, by and though
their counsel Larry R. Curtis, Esq., Pasley and Singer Law Firm,
L.L.P., objected to AgFeed USA, LLC, et al.'s motion to extend the
time to assume or reject unexpired leases of nonresidential real
property.

According to the Randalls, the original 120-day period expires on
Nov. 12, 2013, and there is more than sufficient time for the
Debtor to determine the need for the leased real property located
at 510 S. 17th Street, Ames, Iowa.

The Randalls do not consent to an extension.  The Randalls
explained that they will be damaged beyond the compensation
available under the Bankruptcy Code because of a misused
opportunity to lease the current space occupied by the Debtor, to
a new tenant by Dec. 1, 2013.

As reported in the Troubled Company Reporter on Oct. 3, 2013, the
Debtors asked for an extension until Feb. 10, 2014. The Debtors
have told the Court that the purpose of this additional time is to
allow the debtor an opportunity to thoroughly review all of the
leases so that decisions can be made to maximize the value of the
estate.  According to the Debtors, without an extension of the
Assumption/Rejection Period, the Debtors may be forced to
prematurely assume their remaining leases.

                      About AgFeed Industries

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

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

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

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


ALLIANT TECHSYSTEMS: Fitch Currently Rates Long-term IDR at 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned Alliant Techsystems, Inc.'s proposed
senior secured credit facility a rating of 'BBB-(EXP)'. ATK plans
to enter into a new $1.85 billion senior secured credit facility
to partially fund the acquisition of Bushnell Group Holdings, Inc.
(Bushnell) from MidOcean Partners for approximately $1 billion.
The new senior secured credit facility will consist of a five year
$1 billion term loan A, a seven year $250 million term loan B and
a $600 million revolving facility.

The Bushnell transaction is expected to close sometime in the
third quarter of fiscal 2014 ending March 30, 2014. ATK plans to
fund the acquisition cost almost entirely with debt as the company
announced plans also to issue $300 million of senior unsecured
notes in connection with the acquisition. A part of the proceeds
from the planned debt issuance will be used to refinance ATK's
current senior secured credit facility. Fitch's ratings currently
cover approximately $1.3 billion of debt and will cover
approximately $2.3 billion of long-term and short-term borrowings
giving effect to indebtedness expected to be incurred in
connection with the Bushnell acquisition.

Key Rating Drivers

Fitch's primary credit concern is the timing of ATK's return to
stronger financial metrics, which could be negatively impacted by
the risk of sequestration and an economic downturn in the sporting
goods industry constraining the company's ability to reduce
leverage as anticipated. This concern is mitigated by ATK's solid
margins and strong cash flow. Fitch expects ATK to continue making
significant pension plan cash contributions and deploy its cash
towards moderate share repurchases and dividends, while deploying
all remaining free cash towards reducing the debt incurred in
connection with the Bushnell acquisition.

Fitch is also concerned with the integration risk of the Bushnell
acquisition. The integration risk is heightened by an on-going
integration of Savage Sports Corporation (Savage), a $315 million
acquisition in the first quarter of fiscal 2014.

Fitch estimates the issuance of debt associated with the
acquisition will increase ATK's debt/EBITDA to approximately 3.8x
immediately following the issuance and not taking into account
Bushnell's and Savage's pro forma financials. At June 30, 2013,
ATK's debt/EBITDA was 2.3x, up from 1.8x at the end of fiscal 2013
ended March 30, 2013, due to $200 million draw on its revolving
facility to fund Savage acquisition and on-going operations.
Including the pro forma EBITDA impact from the acquisitions and
some debt reduction, Fitch expects ATK could reduce its leverage
to 3.0x or slightly lower by the end of its fiscal 2014 ending in
March.

Fitch's other concerns include risks to core defense spending
during and after fiscal 2014, including sequestration risk, an
anticipated decline in small caliber ammunition demand and lower
contract rates which resulted from the renewal of the Lake City
operating contract in fiscal 2013, and lower modernization
activities at Lake City. Fitch is also concerned with the low
funded status of ATK's pension (77% funded); NASA funding
priorities after fiscal 2013; and exposure to significant margin
fluctuations in ATK's Sporting Group.

Following the Bushnell acquisition, ATK will be highly exposed to
a downturn in the sporting goods industry as the Sporting Group
will account for more than 40% of the company's revenues. Fitch
does not expect ATK to make other large acquisitions in the near
future, and possible debt funded acquisitions would represent a
rating risk and are likely to result in negative rating action.

ATK's ratings and Stable Outlook are supported by Fitch's
expectations that the company will be able to de-lever rapidly and
reach approximately 2.5x - 2.7x leverage range by the end of
fiscal 2015. The ratings are also supported by positive free cash
flow (FCF; cash from operations less capital expenditures and
dividends); an increase in higher margin commercial sales; an
expected diversification of revenue sources from the Bushnell and
Savage acquisitions; steady margins which are projected to
slightly increase in fiscal 2014 driven by the strength of
Sporting Group; adequate liquidity; and ATK's role as a sole
source provider for many of its products to the U.S.

The Bushnell and Savage acquisitions complement ATK's strong
position within the sporting goods industry by enabling the
company to diversify into different product types. Savage offers
ATK an opportunity to enter the firearm manufacturing segment
providing the company with opportunities to leverage its
accessories business and strong distribution channels. The
Bushnell acquisition diversifies ATK's current portfolio of
sporting goods accessories and sports optics. It also provides an
entry to the performance and safety eyewear market. Additionally,
the acquisitions will decrease ATK's exposure to U.S. government
spending and will increase its commercial and international
presence.

Rating Sensitivities

Fitch does not expect to take positive rating actions over the
next several years as ATK will gradually reduce its leverage.
Fitch may take a negative rating action if ATK's debt reduction
pace is significantly slower than currently anticipated due to
insufficient cash generation to reduce leverage to the 2.5x - 2.7x
range by the end of fiscal 2015. Further negative rating actions
could be expected if the company completes another debt funded
acquisition.

Fitch has assigned ATK the following rating:

-- New senior secured bank facility 'BBB-(EXP)'.

Fitch currently rates ATK as follows:

-- Long-term IDR at 'BB+';
-- Senior secured bank facility at 'BBB-';
-- Convertible senior subordinated notes at 'BB';
-- Senior subordinated notes at 'BB'.

The Rating Outlook is Stable. Fitch expects to withdraw its rating
from the current senior secured bank facility upon the closure of
the transaction.


ATLS ACQUISITION: Wants Until February 2014 to File Ch. 11 Plan
---------------------------------------------------------------
ATLS Acquisition, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend their exclusive periods to file
a plan of reorganization until Feb. 21, 2014, and solicit
acceptances for that Plan until April 23, 2014.

The Court will consider approval of the Debtor's motion on
Oct. 23, at 9:30 a.m.  Objections, if any, are due Oct. 18, at
4:00 p.m.

The Debtors explain that since the last extension of the exclusive
periods, they have successfully renegotiated the terms of their
largest lease.  The renegotiated terms are more favorable for the
Debtors' use of the space.

During the requested extension of the exclusivity periods, the
Debtors intend to:

   -- refresh the business plan to reflect the post MBO
      Transaction experience to date.

   -- complete the implementation of the accounting system and the
      audit of financial statements for the fiscal year ending
      Aug. 31, 2013.

   -- continue settlement discussions with CMS and to pursue a
      consensual resolution of the post-pay audit claims.

   -- settle or pursue claims against Medco.

   -- proceed with the litigation regarding the claims asserted in
     a Civil Litigation.

                         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.


BERNSTEIN COMPANY: Auction of Hampton Inn Set for Nov. 25
---------------------------------------------------------
By order of the U.S. Bankruptcy Court for the Northern District of
Georgia, Hays Financial Consulting will be orchestrating an
auction and sale the 62-room limited service Hampton Inn located
at 21 Chateau Dr. in Rome, Ga., on Nov. 25, 2013.  For additional
information about the auction and sale, contact:

          Christopher Tierney, CTP, CFE
          Managing Director
          Hays Financial Consulting
          3343 Peachtree Road, NE Suite 200
          Atlanta, GA 30326
          Email: ctierney@haysconsulting.net
          Direct Line: 404-442-2470
          Mobile: 678-595-0001
          Fax: 404-926-0055

The Bernstein Company, LLC -- the owner of the hotel -- filed a
chapter 11 petition (Bankr. N.D. Ga. Case No. 12-42142) on July
18, 2012.  At the time of the filing, the Debtor estimated its
assets at less than $500,000 and its liabilities at less than
$1,000,000.  Larry Russell, Esq. -- larry31141@yahoo.com -- in
Stone Mountain, Ga., represents The Bernstein Company, LLC.  A
copy of the Debtor's chapter 11 petition is available at
http://bankrupt.com/misc/ganb12-42142.pdfat no charge.


CHECKERS DRIVE-IN: Moody's Affirms B3 CFR, Outlook Changed to Neg
-----------------------------------------------------------------
Moody's Investors Service affirmed Checkers Drive-In Restaurants,
Inc.'s B3 rating on its $160 million senior secured notes in
addition to its B3 Corporate family Rating and B3-PD Probability
of Default Ratings. In addition, the outlook was changed to
negative from stable.

Ratings Rationale:

"The change in outlook to negative from stable reflects Checkers
weaker than expected debt protection metrics due in part to higher
debt levels associated with the proposed new debt financing and
somewhat softer earnings than originally expected," stated Bill
Fahy, Moody's Senior Credit Officer. "The outlook also reflects
Moody's view that soft consumer spending and high level of
discounts and promotions from competitors will make it difficult
to materially improve debt protection metrics over the
intermediate term" stated Mr. Fahy.

The company is currently in the process of issuing approximately
$25 million of senior unsecured Pay-in-kind toggle notes due 2016
(not rated) at a holding company level above Checkers called
Checkers & Rally's Restaurants, Inc. Proceeds from the new note
offering will be used to fund a special dividend to shareholders.

The affirmation of Checker's B3 Corporate Family Rating reflects
the company's high leverage and modest coverage, soft consumer
spending environment that will continue to pressure weak same
store sales trends, earnings and debt protection metrics. The
ratings are supported by the company's material level of brand
awareness, reasonable scale, and adequate liquidity.

The negative outlook reflects Moody's view that soft consumer
spending and high level of discounts and promotions from
competitors will make it difficult for the company to materially
strengthen credit metrics, which are relatively weak for the B3
rating category.

Stabilization of the outlook could occur over time with a
sustained improvement in operating performance or lower debt
levels that resulted in stronger debt protection measures on a
sustained basis. Whereas a sustained decline in operating
performance driven in part by a deterioration in same store sales
could result in negative ratings pressures. Specifically, a
downgrade could occur if debt to EBITDA exceeded 6.5 times or
EBITA to interest was below 1.1 times on a sustained basis. A
deterioration in liquidity for any reason could also result in
negative ratings pressure.

Checkers Drive-in Restaurants, Inc. owns and operates
approximately 323 and franchises about 454 hamburger quick service
restaurants under the brand names Checkers and Rally's Hamburgers.
Annual revenues are approximately $318 million although systemwide
revenues are over $700 million.


DEL MONTE: Moody's Changes Outlook to Developing over DMP Deal
--------------------------------------------------------------
Moody's Investors Service affirmed Del Monte Corporation's
ratings, including its B2 Corporate Family Rating, and changed the
outlook to developing from stable. This follows the announcement
that the company is selling its consumer food business to Del
Monte Pacific, Ltd. ("DMP") for approximately $1.7 billion.

On October 11, 2013, Del Monte Pacific Ltd., announced that it
will acquire the consumer food business of Del Monte Foods for
$1.675 billion. Moody's will continue to monitor the transaction
as more information emerges, including the potential uses of net
proceeds from the sale of Del Monte's food business and subsequent
capital structure.

The following rating actions were taken:

Del Monte Corporation:

Ratings Affirmed:

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

Speculative Grade Liquidity Rating at SGL-1;

$2.7 billion senior secured term loan due March 2018 at B1;

$1.3 billion senior unsecured notes due February 2019 at Caa1.

The rating outlook was changed to developing.

Ratings Rationale:

Del Monte's B2 CFR primarily reflects the company's high financial
leverage, aggressive acquisition-based growth strategy, and
uncertainty regarding the company's ultimate capital structure pro
forma for the sale of the consumer foods business. These risks are
balanced against the good profit margins of Del Monte's pet food
franchise as well as its segment's good growth and favorable
product mix.

The developing outlook reflects uncertainty regarding details of
the pending sale of the company's consumer food business,
including ultimate use of net proceeds from the transaction and
the company's future capital structure. Should credit metrics
improve following the divestiture and operating performance
strengthen, a ratings upgrade could be considered. Alternatively,
a downgrade could be considered if Del Monte's post-divestiture
capital structure is more aggressive, if operating performance as
a pure play pet food and snacks company deteriorates, or if its
liquidity profile weakens.


DIGITAL INSIGHT: Moody's Gives B3 CFR & Rates First Lien Debt B1
----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
and a B3-PD probability of default rating to new issuer, Digital
Insight Corporation ("Digital"), as well as B1 ratings on the
proposed first lien senior secured facilities and Caa2 on the
proposed second lien facility. The proceeds will be used in
conjunction with the acquisition of Digital Insight by private
equity group, Thoma Bravo from Intuit, Inc. The ratings outlook is
positive.

Ratings Rationale:

The B3 corporate family rating reflects Digital Insight's very
high initial leverage and transition challenges as the company
begins to operate on a stand-alone basis. The positive outlook
reflects Moody's expectation that near term concerns will be
offset by favorable industry trends and Digital Insight's strong
market position within the online banking software market, leading
to growth in user base as well as improved EBITDA and cash
generation. The B3 rating accommodates the hurdles faced
establishing a stand-alone basis and building a new management
team as well as the risks inherent in the significant cost
reductions underway to achieve Thoma Bravo's plans. Effectively
Thoma Bravo believes they can run the business with significantly
fewer costs than Intuit. A large portion of historic costs were
however Intuit allocations including corporate overhead which can
likely be replicated at lower cost. Though pro forma closing
leverage is estimated at well over 7x (and considerably higher
based on Intuit's allocated cost structure), actual leverage is
expected to decline to 6x by the end of FY2015 through growth in
revenues and full realization of cost savings. Moderate growth in
online users and strong growth in mobile users offset by pricing
pressures should result in mid-single digit or higher growth in
revenues.

Digital Insight has built a leading position providing online
banking software to mid-sized banking institutions. The company
also provides bill payment services and mobile banking
applications to its online software clients. Given the expense and
staff required to develop these products in-house, most community
and regional banks rely on third party software providers to
supply their customers online and mobile access as well as online
bill payment services. Retention rates are high leading to a
stable recurring revenue base. Though retention rates are high,
competitive pressure will continue to be a challenge. Digital
Insight competes with much larger core banking software and
services providers Fiserv and FIS who are able to bundle and
integrate both core and front-end (online) banking solutions.

Free cash flow will likely be muted in the early quarters due to
TSA payments to Intuit and heavy capital expenditures needed to
run the company independently. Liquidity is good and expected to
be sufficient to cover initial separation costs based on a closing
cash balance of an estimated $55 million and an undrawn $20
million revolver.

Ratings could be updgraded if revenues continue to grow, cost
realignments are achieved and the company is on track to get to 6x
leverage. Ratings could be downgraded if the company's leverage
exceeds 8x or free cash flow is not on track to be positive by
2015.

The following ratings were assigned:

Assignments:

Issuer: Digital Insight Corporation

  Probability of Default Rating, Assigned B3-PD

  Corporate Family Rating, Assigned B3

  First Lien Senior Secured Revolving Bank Credit Facility,
  Assigned B1, LGD3, 31 %

  First Lien Senior Secured Term Bank Credit Facility, Assigned
  B1, LGD3, 31 %

  Second Lien Senior Secured Bank Credit Facility, Assigned Caa2,
  LGD5, 85 %

Ratings Outlook: Positive

Digital Insight is a leading provider of online banking software
and services. The company is headquartered in [Menlo Park], CA.
The company is owned by private equity group, Thoma Bravo.


EMBLEM FINANCE: Fitch Affirms 'BB' Rating on $5.08-Mil. Notes
-------------------------------------------------------------
Fitch Ratings affirms its rating and revises its Rating Outlook
for Emblem Finance Company No. 2:

-- CLP 5,082,000,000 credit-linked notes at 'BBsf'; Outlook to
   Negative from Stable.

Key Rating Drivers

The rating action follows Fitch's revision of the Outlook for the
reference entity, Votorantim Participacoes S.A. (VPAR). Fitch
monitors the performance of the underlying risk-presenting
entities and adjusts the rating accordingly through application of
its current credit-linked note (CLN) criteria, 'Global Rating
Criteria for Single- and Multi-Name Credit-Linked Notes' dated
Feb. 21, 2013.

The rating considers the credit quality of VPAR's current Issuer
Default Rating (IDR) of 'BB' with a Negative Outlook, JPMorgan
Chase & Co. as swap counterparty (rated 'A+', Outlook Stable), and
HSBC Holdings Plc subordinated notes (CUSIP US404280AF65, rated
'A+'). The Rating Outlook reflects the Outlook on the main risk
driver, VPAR, which is the lowest-rated risk-presenting entity.

Rating Sensitivities

The rating remains sensitive to rating migration of each risk-
presenting entity. A downgrade of VPAR would likely result in a
downgrade to the notes.

Emblem No. 2 is a single-name CLN transaction designed to provide
credit protection on the VPAR with a reference amount of
CLP5,082,000,000 (USD10 million). This protection is arranged
through a credit default swap (CDS) between the issuer and the
swap counterparty, JPMorgan Chase & Co. Proceeds from the issuance
of the notes were used to purchase USD10 million HSBC Holdings Plc
subordinated notes as a collateral asset for the CDS. The notes
are rated to the payment of interest and principal per the
transaction documents. All payments are made in USD amounts
adjusted according to both the value of the Undidad de Fomento
(UF) and the CLP/USD exchange rate as outlined in the transaction
documents.


ENERGYSOLUTIONS INC: S&P Raises Rating on Unsecured Notes to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
EnergySolutions Inc. to stable from positive.  "At the same time,
we raised the issue-level ratings on its unsecured notes to 'B+'
from 'B' and revised the recovery rating to '2' from '3',
indicating our expectation of substantial (70%-90%) recovery in
the event of payment default," S&P said.

"We also affirmed the 'B' corporate credit rating and the 'BB-'
issue-level rating on the first-lien revolving credit facility and
term loan.  The '1' recovery rating on the debt is unchanged," S&P
said.

"The outlook revision reflects our view that the company is likely
to maintain higher debt levels than our previous expectation of
$675 million.  We now project debt of about $790 million (not
netting restricted cash) and leverage of about 5.7x at year-end
2013.  The stable outlook reflects our view that the company will
generate relatively robust free operating cash flow of about
$65million to $70 million per year, improve operating performance
following $40 million of cost reductions, and keep leverage
between 5x and 6x," S&P said.

"The stable outlook reflects our view that the company will
generate free operating cash flow of about $65 million to $70
million per year, improve operating performance following the $40
million of cost reductions, and maintain leverage between 5x and
6x," said Standard & Poor's credit analyst Pranay Sonalkar".

"We could revise the outlook to positive if the company were to
reduce its risk associated with the Zion project, demonstrate
several quarters of stable performance at its LP&D division, and
maintain a financial policy to keep leverage under 5x," S&P said.

"We could revise the outlook to negative or lower the rating if
the company were to face significant challenges at Zion or if its
annual free operating cash flow were to reduce to below $15
million" S&P said.


EWE WAREHOUSE: Case Summary & 8 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: EWE Warehouse Investments XIII, LLC
        840 South Edgewood, Suite 220
        Jacksonville, FL 32205

Case No.: 13-06164

Chapter 11 Petition Date: October 13, 2013

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

Debtor's Counsel: Robert D Wilcox, Esq.
                  WILCOX LAW FIRM
                  814 Highway A1A North, Suite 202
                  Ponte Vedra Beach, FL 32082
                  Tel: 904-405-1248
                  Email: rw@wlflaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Max Suter, authorized individual.

List of Debtor's eight Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Auto-Owners Insurance          Liability                 $610
                               Insurance

Centerstate Bank of FL, N.A.   -                     $759,443

CIT                            Copier                  $7,850

Dex Imaging                    Maintenance               $150

First Insurance Funding        Property                  $543
                               Insurance

Graybar Financial Services     -                      $61,900

Green Secure Home Innov        -                       $1,715

Kone, Inc.,                    -                       $1,156


EXOPACK HOLDINGS: Moody's Assigns 'B3' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Exopack Holdings S.A. with a stable ratings outlook. Moody's also
assigned an SGL-3 Speculative Grade Liquidity Rating to Exopack.

The proceeds of the transaction will be used to refinance certain
existing debt and to pay related fees and expenses for the newly
formed Exopack Holdings S.A. Exopack Holdings S.A is a Luxembourg
holding company formed for the merger of five of Sun Capital's
packaging portfolio companies into a single operating business.
The five businesses include Exopack Holding Corp., Copper
International Holdings S.a.r.l., Paccor International Holdings
S.a.r.l., Eifel Holdings S.a.r.l, and Paragon Print and Packaging
Limited. During the past two years, prior to the combination,
these five companies were managed as an integrated single unit in
order to rationalize product lines, introduce group-wide
purchasing, sales, and marketing initiatives, and leverage
customer bases, technologies and geographic footprint. The ratings
for only currently rated entity in the merger, Exopack Holding
Corp, will be withrdrawn upon the close of the transaction with
the exception of the $235 million 10% senior unsecured bonds due
June 2018. The company has commenced a consent solicitation from
the senior unsecured bondholders of Exopack Holding Corp for the
merger and these bonds are expected to remain outstanding.

Moody's took the following actions for Exopack Holdings S.A.

- Assigned Corporate Family Rating, B3

- Assigned Probability of default rating, B3-PD

- Assigned $750 million USD equivalent senior secured term loan
   due 2019, B1 (LGD3, 30%)

- Assigned $250 million senior unsecured bond due 2020, Caa2
   (LGD5, 81%)

- Assigned Speculative Grade Liquidity Rating, SGL-3

Moody's took the following actions for Exopack Holding Corp.:

- Affirmed Corporate Family Rating, B3 (to be withdrawn at the
   close of the transaction)

- Affirmed Probability of default rating, B3-PD (to be withdrawn
   at the close of the transaction)

- Affirmed Speculative Grade Liquidity Rating, SGL-3 (to be
   withdrawn at the close of the transaction)

- Affirmed $350 million senior credit facility due 2017, B2
   (LGD3, 35%) (to be withdrawn at the close of the transaction)

- Affirmed $235 million 10% senior unsecured bonds due June 2018,
   Caa2 (LGD5, 81% from 83%)

The rating outlook for Exopack Holding Corp. is revised to stable
from negative.

The rating outlook for Exopack Holdings S.A.is stable.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale:

The B3 Corporate Family Rating reflects Exopack's negative
proforma free cash flow, reliance on synergies to generate
positive free cash flow and significant integration risk. The
rating also reflects the company's aggressive financial profile
and competitive industry and operating environment. The sponsor's
merger of five companies entails significant integration risk as
many of the companies were recently acquired, some were carve-outs
and two are mergers of several other acquisitions. Approximately,
two-thirds of EBITDA is from outside the US, but approximately
two-thirds of interest expense is in US dollars. The company
operates in a competitive and fragmented industry with strong
price competition and has a concentration of sales. Exopack has a
significant exposure to cyclical end markets, lengthy lags in
contractual cost pass-through provisions with many customers and
lacks pass-throughs for costs other than raw materials. The
company`s aggressive financial profile is demonstrated by its
recent debt financed dividend recapitalization and several debt
financed acquisitions.

The rating is supported by the anticipated impact of realized and
projected synergies on operating results over the long-term and
adequate liquidity. The rating is also supported by the
concentration of sales to food end markets and the large
percentage of business under long-term contracts with raw material
cost pass-through provisions. Exopack has long-standing
relationships with customers, manufactures some custom products
and has some geographic diversity. The company has significant
synergy potential long-term (approximately $53 million through
2014 for a projected additional cost of $25 million).
Additionally, the sponsor retains over $400 million in equity in
the combined entity. Exopack also has adequate liquidity for the
rating horizon.

The stable outlook reflects an expectation that the company will
successfully execute on its integration and operating plan and
generate positive free cash flow while maintaining adequate
liquidity. Exopack has little room for negative variance in its
operating results and will need to achieve projected synergies and
operating results to maintain the current rating and outlook.

The rating could be downgraded if there is deterioration in credit
metrics or the operating and competitive environment or if the
company fails to generate positive free cash flow. The rating
could also be downgraded if there is another significant
acquisition or dividend or Exopack fails to maintain adequate
liquidity. Specifically, the rating could be downgraded if free
cash flow remains negative, debt to EBITDA rises above 6.75 times
and/or EBIT interest coverage declines to below 1.0 time.

The rating could be upgraded if Exopack sustainably improved
credit metrics, maintained good liquidity and followed a less
aggressive financial policy. Any upgrade would be contingent upon
stability in the operating and competitive environment and the
successful integration of the merged entities. Specifically,
Exopack could be upgraded if debt to EBITDA declined to below 6.0
times, free cash flow to debt improved to 4.5% or better and EBIT
to interest expense remained above 1.4 times.


EXOPACK HOLDINGS: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Exopack Holdings S.A. and affirmed its
'B' corporate credit rating on Exopack Holding Corp.  The outlook
is stable.

"At the same time, we assigned our 'B' issue-level rating (the
same as the corporate credit rating) to Exopack's $750 million
senior secured term loan facilities.  The recovery rating is '4',
indicating our expectation of average recovery (30%-50%) in the
event of a payment default," S&P said.

"We also assigned our 'B-' issue-level ratings to Exopack's new
$250 million senior unsecured notes.  The recovery rating is '5',
indicating our expectation of modest recovery (10%-30%) in the
event of a payment default," S&P said.

"We also raised our issue-level rating on Exopack's existing
senior unsecured notes to 'B-' from 'CCC+' and revised our
recovery rating to '5' from '6'," S&P said.

"The stable outlook reflects our expectation that Exopack's very
aggressive financial policies will limit any further sustained
reduction in debt leverage.  Because of improvements to the
business risk profile, we believe the company maintains some
financial flexibility at the current rating level," said Standard
& Poor's credit analyst Seamus Ryan.

"We could raise the ratings if the company were able to achieve
greater than 5% revenue growth and improve margins by more than
100 basis point above our expectations.  Such a scenario could
result from a faster European economic recovery, a rapid benefit
from recent capital spending, or greater-than-expected benefits
from the business combination.  To consider higher ratings, we
would also expect the company to commit to maintaining a lower
level of leverage," S&P said.

"While less likely in the near term, we could lower ratings if
operating performance weakened significantly or the company
pursued a large, debt-funded dividend distribution.  If such a
scenario resulted in debt to EBITDA weakening to about 7x without
the prospect for a quick recovery, we would consider a downgrade,"
S&P said.


FOCUS BRANDS: Moody's Affirms 'B2' CFR Over 1st Lien Loan Upsize
----------------------------------------------------------------
Moody's Investors Service affirmed Focus Brands Inc.'s ratings,
including its B2 Corporate Family Rating and B2-PD Probability of
Default Rating, following the company's announcement that it is
seeking to increase its first lien term loan due 2018 by $201
million. The ratings outlook remains negative.

Proceeds from the proposed term loan add-on will be used primarily
to fund the acquisition of Mississippi Restaurant Holdings, Inc.,
owner of McAlister's Deli ("McAlister's"), from an affiliate of
Roark Capital Group ("Roark"). An affiliate of Roark also owns
Focus Brands. The proposed transaction is contingent upon Focus
Brands obtaining an amendment to its credit agreement that will
allow the additional increase in debt levels.

Focus Brands ratings affirmed and LGD assessments revised:

-- Corporate Family Rating at B2;

-- Probability of Default Rating at B2-PD;

-- $15 million first lien revolver due 2017 at B1 (LGD 3, 37%);

-- $340 million (to be increased by $201 million) first lien term
   loan due 2018 at B1 (LGD 3, 37%);

-- $165 million second lien term loan due 2018 at Caa1 (LGD 5,
   89%)

Ratings Rationale:

Although the increase in debt and leverage resulting from the
proposed transaction are credit negatives, the affirmation
reflects the strategic benefits of the transaction which include
further diversification of the Focus Brands portfolio in the fast
casual sandwich category, potential cost synergies due to the
combination of administrative functions and purchasing, and
potential growth opportunities in the US and abroad through new
and existing franchisees. The affirmation also reflects the
expectation for improved debt protection measures over the next
twelve months driven by continued stable growth in revenue and
earnings and use of free cash flow to pay down debt. Pro forma for
the transaction, Moody's estimates that lease-adjusted debt/EBITDA
will rise to around 7 times for the twelve month period ended June
30, 2013, but should decline to near 6 times by the end of 2014.
Pro forma interest coverage is solid, estimated to be around 2.0
times.

Focus Brands' B2 rating reflects the high debt load and high
leverage stemming from its very aggressive financial policy. The
proposed transaction comes on the heels of two debt-financed
dividends totaling $347 million in 2012 that reduced the company's
financial flexibility. Also constraining the ratings are Focus
Brands' modest level of revenues and earnings versus its peers,
the limited tangible asset base driven by its franchise-based
business model, and limited product diversity within each
individual brand. The rating is supported by Focus Brands' multi-
branded restaurant portfolio, the geographic diversity of its
consolidated system, good brand recognition of certain of its
concepts, and the relatively stable earnings stream due to its
franchise-based business model. Liquidity is good, supported by
the expectation for positive free cash flow, excess revolver
availability and ample covenant headroom. The company has
demonstrated the ability to integrate acquisitions, as well as use
free cash flow to materially pay down debt, which is expected to
be the case going forward.

The negative outlook reflects the significant increase in debt and
leverage stemming from the transaction, particularly in light of
continued weak economic conditions. Cushion to withstand short
term fluctuations in operating performance or additional debt will
be limited over the very near term.

Factors that could lead to a downgrade include a deterioration in
operating performance, particularly through declining system-wide
same store sales or sustained weak customer traffic, and an
inability to strengthen debt protection metrics. An erosion in
liquidity or any additional shareholder-friendly activities could
also lead to a ratings downgrade. Specific metrics include a
failure to reduce lease-adjusted Debt to EBITDA to near 6.0 times
within the next twelve months.

The ratings outlook could return to stable through continued
profitable growth and if the company reduces, and sustains, lease-
adjusted debt/EBITDA near 6.0 times while maintaining good
liquidity. A ratings upgrade is unlikely in the near term given
the high debt and leverage stemming from Focus Brands' aggressive
shareholder-friendly activities. To achieve an upgrade, the
company will need to demonstrate the willingness and ability to
sustain debt/EBITDA near 5.0 times.

Focus Brands Inc. owns, operates, and franchises, about 3,980
restaurants under the brand names Auntie Anne's, Carvel Ice Cream,
Cinnabon, Moe's Southwest Grill, Schlotzsky's, and Seattle's Best
Coffee.  The acquisition of McAlister's Deli will add an
additional 321 units. Pro forma revenue for the twelve months
ended June 30, 2013 is estimated to be about $300 million, with
sales of the system (including franchisees) of approximately $2.8
billion. Focus Brands has been owned by an affiliate of Roark
Capital Group (Roark) since 2001.


FURNITURE BRANDS: Taps KPMG as Auditors and Tax Consultants
-----------------------------------------------------------
Furniture Brands International, Inc. and its debtor-affiliates
seek permission from the U.S. Bankruptcy Court for the District of
Delaware to employ KPMG LLP as auditors and tax consultants, nunc
pro tunc to Sept. 9, 2013.

The Debtors require KPMG to provide:

   A.  Audit Related Services:

       (a) performing an audit of the Debtors' consolidated
           financial statements as of Dec. 28, 2013, and Dec. 29,
           2012, the related consolidated statements of
           operations, shareholders' equity, comprehensive loss
           and cash flows for each of the years in the three-year
           period ended Dec. 28, 2013, and the related notes to
           financial statements in accordance with the standards
           of the Public Company Accounting Oversight Board
           (United States);

       (b) issuing a written report on the Debtors' consolidated
           financial statements;

       (c) if applicable, reviewing the condensed consolidated
           balance sheets of the Debtors and the related condensed
           consolidated statements of operations, shareholders'
           equity, comprehensive income (loss), and cash flows for
           the quarterly and year-to-date periods then ended,
           which are to be included in the quarterly reports
           proposed to be filed FBN under the Securities Exchange
           Act of 1934;

       (d) if applicable, reviewing the selected quarterly
           financial data specified by item 302 of Regulation S-K,
           which is required to be included in the annual report
           proposed to be filed by FBN under the Securities
           Exchange Act of 1934;

       (e) if applicable, performing procedures as required by the
           standards of the PCAOB, including, but not limited to,
           reading information incorporated by reference in the
           registration statements and performing subsequent event
           procedures;

       (f) if applicable, performing services in connection with a
           comfort letter, if requested by the Debtors;

       (g) reporting to the Debtors' audit committee KPMG's
           findings prior to the issuance of KPMG's audit report
           as defined in more detail within the audit engagement
           letter; and

       (h) determining that the Debtors' audit committee has been
           informed of:

           * the initial selection of, or the reasons for any
             change in, significant accounting policies of their
             application during the period under audit,

           * the methods used by management to account for
             significant unusual transactions,

           * the effect of significant accounting policies in
             controversial or emerging areas for which there is a
             lack of authoritative guidance or consensus, and

           * KPMG's communication to management of all internal
             control deficiencies identified during the audit and
             not previously communicated in writing by KPMG.

   B.  Tax Consulting Related Services:

       (a) performing an ownership change analysis from
           Jan. 1, 2013 through the date the Debtors emerge from
           bankruptcy in connection with Section 382 of the
           Internal Revenue Code of 1986, as amended.  This
           Section 382 ownership change analysis will be a roll
           forward of the analysis previously completed through
           Dec. 31, 2012;

       (b) performing an analysis of the Debtors' Section 382
           issues arising in connection with the Chapter 11 cases;

       (c) performing an analysis of "NUBIG/NUBIL" tax matters and
           Notice 2003-65 as applied to the Chapter 11 cases;

       (d) performing an analysis of the availability and benefits
           of Section 382 (1)(5) of the IRC;

       (e) determining the tax impact of the Debtors' asset
           dispositions including computations of any gain/loss
           realized;

       (f) performing an analysis of tax implications of
           bankruptcy restructuring alternatives including the
           impact of the bankruptcy restructuring on the Debtors'
           tax attributes;

       (g) performing a calculation of any discharge of
           indebtedness income realized;

       (h) performing a computation of the Debtors' basis in the
           stock of its subsidiaries and assets, as necessary and
           as requested by the Debtors; and

       (i) performing a determination with respect to the
           deductibility of expenses incurred in connection with
           the Debtors' debt restructuring.

In addition to the foregoing, KPMG will provide other consulting,
advice, research, planning, and analysis regarding audit and tax
consulting as may be necessary, desirable or requested from time
to time.

KPMG will be paid at these discounted hourly rates:

       Audit Services
       --------------
       Partners                      $375-$500
       Senior Managers               $300-$450
       Managers                      $250-$350
       Senior Associates             $210-$275
       Associates                       $115

       Tax Consulting Services
       -----------------------
       Partners                         $660
       Managing Directors               $600
       Senior Managers                  $585
       Managers                         $510
       Senior Associates                $375
       Associates                       $240

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

Kenneth G. Grapperhaus, partner of KPMG, 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 District of Delaware will hold a hearing on the
engagement on Oct. 25, 2013, at 11:00 a.m.  Objections, if any,
are due Oct. 18, 2013, at 4:00 p.m.

KPMG can be reached at:

       Kenneth G. Grapperhaus
       KPMG LLP
       Suite 900, 10 South Broadway
       St. Louis, MO 63102-1761
       Tel: 314-444-1400
       Fax: 314-444-1470

                      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: Hires PwC as Accounting and Tax Advisors
----------------------------------------------------------
Furniture Brands International, Inc. and its debtor-affiliates
seek permission from the U.S. Bankruptcy Court for the District of
Delaware to employ PricewaterhouseCoopers LLP as independent
accounting and tax advisor, nunc pro tunc to Sept. 9, 2013.

Under the terms and conditions set forth in the statement of work
between Furniture Brand and PwC (the "Interco SoW"), the services
to be performed under Interco SoW include, but are not limited to:

   -- providing analyses and advice relating to intercompany
      contracts and pricing policies for entities involved in
      certain intercompany transactions; and

   -- preparing transfer pricing analysis reports for intercompany
      transactions concerning:

      (a) Furniture Brand (U.S. Report);
      (b) P.T. Maitland-Smith Indonesia (Indonesia Report);
      (c) Maitland-Smith Cebu, Inc., and Maitland-Smith Regional
          Operating Headquarters (Cebu Report); and
      (d) Furniture Brands (Hangzhou) Ltd. (China Report).

The services to be performed under the Income Tax SoW include, but
are not limited to:

   -- preparing the Debtors' U.S. Corporate Income Tax Return,
      Form 1120, for the fiscal years ending Dec. 29, 2012,
      Dec. 28, 2013 and Jan. 3, 2015; and

   -- preparing state and local corporate income tax returns and
      franchise tax returns for the same periods described above.

The services to be performed under the Accounting SoW include, but
are not limited to, preparing the Debtors' financial statement tax
provisions and related balance sheet accounts for the periods
ending Mar. 31, 2013, June 30, 2013, Sept. 30, 2013 and Dec. 28,
2013.

The Debtors agreed to pay PwC under the following Fee and Expense
Structure:

       Services Provided             Estimated Fees
       -----------------             --------------
       Interco SoW                   $70,000 fixed fee
       Accounting SoW                $62,500 fixed fee
       Income Tax SoW                $98,500 fixed fee

PwC has previously completed its work with respect to the China
Report.  Accordingly, the $70,000 is a fixed fee under the Interco
SoW for work solely relating to completing the U.S. Report, the
Indonesia Report and the Cebu Report.

The total fixed fee under the Accounting SoW is $125,000.  The
Debtors have already paid half this amount for services rendered
pre-petition.  PwC solely seeks compensation for preparing the
Debtors' financial statement tax provisions and related balance
sheet accounts for the periods ending Sept. 30, 2013 and Dec. 28,
2013, in the amount of $62,500.

The total fixed fee under the Income Tax SoW is $175,000 per year.
The Debtors have already paid $77,000 of the fixed fee prepetition
for the tax compliance services associated with the Dec. 31, 2012
tax return.  Accordingly, PwC solely seeks compensation for the
completion of the 2012 tax compliance services, in the amount of
$98,000.  Given the anticipated length of the Debtors' cases, PwC
also may seek $175,000 for work performed for each subsequent tax
year.

The PwC professionals providing the services in the Statement of
Work will consult with internal PwC bankruptcy retention and
billing advisors (PwC Retention Advisors), whose services will
include, but not limited to:

   -- assistance with preparation of the bankruptcy retention
      documents;

   -- assistance with the disinterestedness disclosures; and

   -- preparation of interim and final fee applications.

Due to the specialized nature of these services, and consistency
between bankruptcy venues, specific billing rates have been
established for this PwC Retention Advisors. The PwC Retention
Advisors will be paid at these hourly rates:

       Partner                          $795
       Director                         $550
       Manager                          $400
       Senior Associate                 $290
       Associate                        $225
       Paraprofessional                 $150

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

Brian Sprick, partner of PwC, 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 District of Delaware will hold a hearing on the
motion on Oct. 25, 2013, at 11:00 a.m.  Objections, if any, are
due Oct. 18, 2013, at 4:00 p.m.

PwC can be reached at:

       Brian Sprick
       PRICEWATERHOUSECOOPERS LLP
       800 Market St., Ste. 2000
       St. Louis, MO 63101
       Tel: (314) 206-8509

                      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.


GENERAL MOTORS: 6th Cir. Upholds Dismissal of Haviland Suit
-----------------------------------------------------------
General Motors Corporation provides its salaried retirees with
continuing life insurance benefits under an ERISA-governed plan.
Metropolitan Life Insurance Company or MetLife issued the group
life insurance policy and periodically sent letters to plan
participants advising them of the status of their benefits.
Certain participants of the plan filed a complaint, alleging that
the letters falsely stated that their continuing life insurance
benefits would remain in effect for their lives, without cost to
them.  GM reduced the plaintiffs' continuing life insurance
benefits as part of its 2009 Chapter 11 reorganization.  The
plaintiffs filed the complaint against MetLife bringing claims
under the Employee Retirement Income Security Act of 1974, 29
U.S.C. Sec. 1132(a)(2) & (a)(3), and state law.  The district
court granted MetLife's motion to dismiss and the plaintiffs
appealed.

In a Sept. 12, 2013 Opinion available at http://is.gd/PBqmmJfrom
Leagle.com, the U.S Court of Appeals for the Sixth Circuit
affirmed the district court rulings.  The Sixth Circuit agrees
with the district court that the plaintiffs failed to state
plausible claims on promissory estoppel, breach of fiduciary duty
and breach of plan terms.  The Sixth Circuit also affirms that the
unjust enrichment claim was properly dismissed.

The appeals case is MERRILL HAVILAND, et al., Plaintiffs-
Appellants, v. METROPOLITAN LIFE INSURANCE COMPANY, Defendant-
Appellee, Case No. 12-1958 (6th Cir.)

Appellants were represented by Jeffrey M. Thomson, Esq. --
jthomson@morganrothlaw.com -- of Morganroth & Morganroth, PLLC, in
Birmingham, Michigan..

Appellee is represented by James L. Griffith, Jr., Esq. of Akin
Gump Strauss Hauer & Feld LLP, in Philadelphia, Pennsylvania.

The appellate panel was composed of Circuit Judges Julia Smith
Gibbons, Raymond M. Kethledge, and Jane Branstetter Stranch.
Judge Gibbons delivered the opinion of the court, in which Judge
Kethledge joined and Judge Stranch joined in part.  Judge Stranch
delivered a separate opinion concurring in part and dissenting in
part.

                       About Motors Liquidation

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

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

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

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


GORDIAN MEDICAL: Oct. 21 Hearing on Adequacy of Plan Outline
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
according to Gordian Medical, Inc.'s case docket, will convene a
hearing on Oct. 21, 2013, at 2:00 p.m., to consider the adequacy
of information in the Disclosure Statement and confirmation of the
Debtor's Plan of Reorganization dated Aug. 23, 2013.

As reported in the Troubled Company Reporter on Aug. 27, 2013, the
Plan provides for the payment of all Allowed Claims in full on the
later of the Effective Date and the date upon which a Claim
becomes an Allowed Claim and the continued operation of the
Debtor's business.

The source of funds for the payments that the Reorganized Debtor
will be required to make (or reserve for) on the Plan Effective
Date is Cash on hand and the contribution to be made by Gerald Del
Signore in an amount not to exceed $7.5 million.

Because all Claims against, and Interests, in the Debtor are
Unimpaired under the Plan, the Debtor is not soliciting
acceptances or rejections of the Plan from these Claims and or
Interests.  Hence, the Debtor will not distribute a disclosure
statement with its Plan.  The Debtor will, however, file a motion
for confirmation of the Plan with the Court.

The Allowed CMS Secured Claim (Class 2), if any, will be satisfied
by CMS offsetting the amount of its Allowed Secured Claim against
any amount that CMS owes the Debtor, up to the amount of any
Allowed Secured Claim.  Such offset will take place on the later
of (a) the Effective Date and (b) (i) the date when any CMS
Secured Claim is Allowed and (ii) the amount CMS owes the Debtor
is determined.  Interest will accrue on the amount of any CMS
Allowed Secured Claim at the Judgment Rate from the Petition Date
until the date of payment and will be included in the amount
of any CMS Allowed Secured Claim; provided, however, the amount of
any Allowed CMS Secured Claim will not exceed the amount that it
is determined CMS owes the Debtor.  The Allowed CMS Secured Claim,
to the extent one exists, is unimpaired by the Plan.

General Unsecured Claims (Class 5) will be paid in Cash in full,
plus interest, on the later of (a) the Effective Date and (b) the
date upon which General Unsecured Claim becomes an Allowed General
Unsecured Claim, or, in either event, as soon thereafter as is
practicable.  Each Allowed General Unsecured Claim will accrue
interest at the Judgment Rate from the Petition Date until it is
paid.

The Claims filed by CMS and the IRS are each filed, at least
partially, as General Unsecured Claims.  The Debtor disputes the
IRS Claim and the CMS Claim.  The Debtor has previously filed
an objection to the IRS Claim on the basis that it was filed after
the Governmental Unit Bar Date and the Debtor intends to file an
objection to the Claim of CMS.  The Debtor expects the objections
to both of these Claims will be resolved prior to the Confirmation
Hearing and that both Claims will be disallowed in full.

The Class 5 Claims are unimpaired by the Plan.

On the Effective Date, all Holders of Class 6 Interests will
retain his or her Interest in the Reorganized Debtor in the same
percentage as he or she held in the Debtor and such interest will
be unaffected by the Plan.  Class 6 Interests are unimpaired by
the Plan.

A copy of the Debtor's Plan of Reorganization, dated Aug. 23,
2013, is available at:

        http://bankrupt.com/misc/gordianmedical.doc685.pdf

                       About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The Debtor has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

In its schedules, the Debtor disclosed $37,877,279 in assets and
$7,585,271 in liabilities as of the Petition Date.

Judge Mark S. Wallace oversees the case.  Samuel R. Maizel, Esq.,
at Pachulski Stang Ziehl & Jones LLP serves as the Debtor's
counsel.  Fulbright & Jaworski LLP serves as the Debtor's special
regulatory counsel.  Loeb & Loeb LLP serves as the Debtor's
special tax counsel.

GlassRatner Advisory & Capital Group LLC serves as the Debtor's
financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


IBAHN CORP: Hires Derek Evans as Special Purpose Accountant
-----------------------------------------------------------
IBahn Corp and its debtor-affiliates ask for authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Derek E. Evans CPA PLLC as special purpose accountant and tax
services provider, nunc pro tunc to Sept. 9, 2013.

DEE will perform services for the Debtors in connection with the
preparation of federal and state income tax returns as follows:

   (a) preparation of the federal consolidated, the state combined
       and consolidated and the separate state income tax returns
       of iBahn Corp and subsidiaries;

   (b) preparation of iBahn Leasing LLC separate returns in those
       States that require such returns, including preparation of
       the forms 5471 for all non-U.S. subsidiaries and forms 8858
       for disregarded non-U.S. subsidiaries;

   (c) preparation of all book to tax difference calculations
       necessary for the preparation of the tax returns; and

   (d) provide other services to the Debtors as may be necessary
       to complete the state and federal tax returns.

DEE will be compensated on a $59,000 flat fee basis for the filing
of the state and federal tax returns for the 2012 tax year, plus
reimbursement for out-of-pocket expenses for photocopying and
postage.

Derek Evans, principal of DEE, 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 Bankruptcy Court will hold a hearing on the motion on Nov. 7,
2013, at 9:30 a.m.  Objections, if any, are due Oct. 15, 2013, at
4:00 p.m.

DEE can be reached at:

       Derek E. Evans
       Derek E. Evans CPA PLLC
       3098 Highland Dr
       Salt Lake City, UT 84106
       Tel: 801-419-0664


JOURNAL REGISTER: Court Rules Schneller Claim Is Invalid
--------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York denied James D. Schneller's motion
for temporary allowance of claim for voting purposes and for
estimation of the claim in the Chapter 11 cases of Pulp Finish 1
Company formerly known as Journal Register Company, et al.

On Feb. 2, 2013, Mr. Schneller filed proof of claim in an
unliquidated amount, against The Goodson Holding Company, one of
the Debtors.  Other than the Schneller Claim, Mr. Schneller has
filed no claims against any of the Debtors.

Pursuant to the order, Mr. Schneller will not be permitted to vote
on any plan of reorganization in any of the Debtors' cases.

                     About Journal Register

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

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

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

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

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

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

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

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

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

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

On July 2, 2013, the Debtors filed a Joint Plan of Liquidation.
The Court approved the Disclosure Statement on Aug. 29.


LIGHTSQUARED INC: Court Temporarily Puts Harbinger Suit On Hold
---------------------------------------------------------------
The U.S. Bankruptcy for the Southern District of New York
temporarily put on hold the lawsuit filed by Harbinger Capital
Partner, LLC against Deere & Co. and two other manufacturing
companies.

The bankruptcy court ordered that the Harbinger case is stayed for
60 days or until a time earlier than 60 days if the court grants a
motion to lift the stay, which can be filed by any interested
party.

Harbinger on August 9 sued Deere & Co., Garmin International Inc.,
Trimble Navigation Limited and two trade associations they
control.  The defendants are companies engaged in the design and
manufacturing of products using Global Positioning System
technology.

Harbinger alleges claims for fraud and negligent misrepresentation
as well as violations of securities law.  The company, which
invested about $1.9 billion in LightSquared, specifically alleges
that the defendants fraudulently failed to disclose that they had
designed their GPS devices to use some portions of LightSquared's
spectrum, which ultimately delayed approval for its network and
led to its bankruptcy filing.

                      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.


LLS AMERICA: Judge Strikes Summary Judgment Bid vs. Mark Bigelow
----------------------------------------------------------------
Bankruptcy Judge Patricia C. Williams has entered a memorandum
decision on plaintiff's motion for partial summary judgment on
certain 11 U.S.C. Sec. 544(B)(1) requirements in the adversary
case BRUCE P. KRIEGMAN, solely in his capacity as court-appointed
Chapter 11 Trustee for LLS America, LLC Plaintiff(s), v. MARK
BIGELOW, et al., Defendant, Adv. No. 11-80299 (Bankr. E.D. Wash.)

The Plaintiff sought judgment that he has satisfied requirements
under Sec. 544 that he is entitled to seek avoidance and recovery
of fraudulent transfers.

"The conclusion that the subject motion is a 'dispositive' motion
renders the motion untimely under the scheduling orders.  This
court has historically enforced deadlines in scheduling orders,
and there are no circumstances in this situation to justify an
exception to the court's usual practice.  Also, due to the
scheduled trial date of the adversary involving some of the
objecting defendants, it is inefficient to have the merits of this
issue considered both by this court and the District Court," Judge
Williams said.

Accordingly, the plaintiff's Motion for Partial Summary Judgment
is stricken, the judge ruled.

A copy of Judge Williams' Sept. 5, 2013 Memorandum of Decision is
available at http://is.gd/GAlhKWfrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LLS AMERICA: Judge Struck Cilwa's Summary Judgment Bid
------------------------------------------------------
Bankruptcy Judge Patricia C. Williams struck the defendant's
motion for summary judgment on plaintiff's second cause of action
in the adversary case, BRUCE P. KRIEGMAN, solely in his capacity
as court-appointed Chapter 11 Trustee for LLS America, LLC
Plaintiff(s), v. ANTHONY CILWA and VICTORIA CILWA, Defendant,
ADVERSARY NO. 11-80161 (Bankr. E.D. Wash.)

The Plaintiff, on July 16, 2011, filed an adversary complaint
alleging that the defendants Cilwa had received total transfers
from the debtor of C$187,166.06 plus C$149,668.11.  The complaint
sought recovery of those transfers from the defendant, as the
transfers occurred in the context of a Ponzi scheme and while the
debtor was insolvent and, as a consequence, were the result of
actual fraud.  Specifically, the second cause of action in the
Complaint alleged that of the total amounts transferred, the sum
of C$55,500.00 and C$144,360.90 were received by the defendants
Cilwa more than four years prior to the bankruptcy petition.

Judge William related that as the District Court will be ruling on
the merits of the issue presented by defendants Cilwa's motion in
the adversary proceeding during the course of the trial beginning
Sept. 30, 2013, it would be a waste of judicial resources for this
court to also rule on the merits.  "Therefore, the defendants
Cilwa's Motion for Summary Judgement is stricken."

A copy of Judge Williams' Sept. 5, 2013 Memorandum Decision is
available at http://is.gd/Nh4Z4hfrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LLS AMERICA: Bankr. Judge Recommends Final Judgment Against Olsen
-----------------------------------------------------------------
Bankruptcy Judge Patricia C. Williams issued a Report and
Recommendation that a final judgment be entered against defendant
Monique Olsen in the case, BRUCE P. KRIEGMAN, solely in his
capacity as court-appointed Chapter 11 Trustee for LLS America,
LLC, Plaintiff(s), v. MONIQUE OLSEN, Defendant(s), Adv. Proc. No.
11-80157-PCW11 (Bankr. E.D. Wash.).  Specifically, Mr. Kriegman is
awarded judgment against Ms. Olsen in the amount of C$340,278.42.
The final judgment is based upon the court's Order Granting Motion
for Summary Judgment, which was entered Aug. 20, 2013 due to
defendant's failure to appear at the status conference regarding
the motion or otherwise respond to the motion.

A copy of Judge Williams' Sept. 5, 2013 Report and Recommendation
Re: Final Judgment is available at http://is.gd/wQxHgifrom
Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


KIK CUSTOM: Moody's Hikes CFR to B3 & 1st Lien Loan Rating to B2
----------------------------------------------------------------
Moody's Investors Service upgraded KIK Custom Products Inc.'s
("KIK") corporate family rating ("CFR") to B3 from Caa1,
probability of default rating to B3-PD from Caa1-PD, first lien
term loan rating to B2 from B3, and affirmed the Caa2 rating on
the company's second lien term loan. KIK's rating outlook remains
stable.

On October 10, 2013, KIK announced the acquisition of BioLab Inc.
for $315 million. BioLab, a subsidiary of Chemtura Corporation
(Ba3 stable), develops and markets pool and spa additives
primarily in North America and Europe. Moody's believes the
acquisition will provide KIK with more than 25% market share in
the pool additives business in the US. KIK has secured $75 million
of equity commitments and has $275 million of new debt
underwritten to fund the acquisition. The transaction is subject
to regulatory approval and is expected to close by the end of the
year.

"The ratings upgrade recognizes KIK's continuing improvement in
operating results and expectations that bleach compaction and the
existing pool additives business will support modest earnings
growth and deleveraging in the next 12 to 18 months", says Peter
Adu, Moody's lead analyst for KIK. "In addition, BioLab will
provide KIK with a leading market position in the pool additives
business in the US and the transaction is deleveraging with
synergies", Adu further added.

Ratings Upgraded:

Corporate Family Rating to B3 from Caa1

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

$420 million First Lien Term Loan due 2019 to B2 (LGD3, 33%) from
B3 (LGD3, 35%)

Ratings Affirmed:

$220 million Second Lien Term Loan due 2019 at Caa2 (LGD5, 79%)

Outlook Action:

Remains Stable

Ratings Rationale:

KIK's B3 CFR primarily reflects its high leverage (pro forma
adjusted Debt/EDITDA of 6.3x), an owner that may favor debt-
financed acquisitions over deleveraging, and the presence of a
significantly larger and better capitalized branded competitor,
Clorox Company (Baa1 Stable). The company has not demonstrated an
ability to repay debt meaningfully from free cash flow and Moody's
expects the trend to continue through the next 12 to 18 months as
capital expenditures could increase with the integration of
BioLab. The rating considers KIK's sizeable share of the US
private label bleach market, its position as the largest contract
manufacturer for blue-chip consumer packaged goods customers, and
its potential leading position in a third business, pool additives
after it closes the BioLab acquisition. While many of the
company's products are non-discretionary, they tend to have low
growth characteristics. In addition, operating results may be
volatile given KIK's relatively high exposure to raw material
costs. Moody's expects pool additives and bleach compaction to
drive modest improvement in margins which should enable leverage
to fall below 6x in the next 12 to 18 months.

KIK's liquidity is assessed as adequate, supported by cash of $18
million at Q2/13, expectations for annual free cash flow near $10
million, and about $55 million of availability under its $75
million ABL revolver due 2018. These sources are ample to meet
anticipated term loan amortization of about $4 million per year.
KIK will not have to comply with any financial covenant unless its
excess availability falls below $7.5 million, to which it will
have to comply with a minimum fixed charge coverage ratio of 1x.
Moody's does not expect this covenant to be restrictive for the
foreseeable future. Access to alternative liquidity from asset
sales is unlikely because substantially all of the company's
assets are pledged as collateral for its new credit facilities.

The outlook is stable given Moody's expectation that KIK's
leverage will decline to a level more supportive of the B3 rating
within 12 to 18 months.

Moody's will consider upgrading KIK's ratings if it maintains
adequate liquidity, proves its ability to generate consistent
positive free cash flow, and sustains adjusted Debt/EBITDA towards
5x along with FCF/Debt well above 5%. The rating will be
downgraded if there is significant deterioration in operating
performance arising from volume or price declines and margin
contraction such that adjusted Debt/EBITDA is sustained towards
7x. Negative free cash flow generation on a consistent basis can
also cause a downgrade.

KIK Custom Products Inc. manufactures a variety of household
cleaning, personal care, over-the-counter and prescription drug
products, and pool additives. Revenue for the last twelve months
ended June 29, 2013 was $1.2 billion. KIK is controlled by CI
Capital Partners and is headquartered in Concord, Ontario, Canada.


MSD PERFORMANCE: Gets Final Approval to Use Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has issued
a final order authorizing MSD Performance, Inc., et al. to use
cash collateral in which Z Capital Special Situations Fund II,
L.P. as agent for the first lien lenders; and Madison Capital
Funding, as syndication agent on behalf of the first lien agent,
assert an interest.

The Debtors will use the cash collateral to pay ordinary and
reasonable expenses of operating its business until (a) the
closing of the sale of substantially all of their assets; or (b)
Dec. 20, 2013.

As reported in the Troubled Company Reporter on Sept. 18, 2013,
as adequate protection for the diminution in value of their
interests in the Collateral on account of the Debtors' use of that
Collateral, the prepetition First Lien Agent, on behalf of the
First Lien Lenders, is granted valid, binding, enforceable and
perfected replacement liens on and security interests in (1) all
of the Collateral and its proceeds; (2) all real and personal
property and interests in real or personal property owned by any
of the Debtors as of the Petition Date in which the First Lien
Agent and the First Lien Lenders do not hold a valid, enforceable,
perfected and unavoidable lien or security interest and their
proceeds; and (3) all property which becomes part of the Debtors'
estates on or after the Petition Date and their proceeds,
excluding proceeds from avoidance actions.

To the extent that the Senior Replacement Liens are insufficient
protection against the diminution in value of their interests in
the Collateral on account of the Debtors' use of that Collateral,
the First Lien Agent, for the benefit of the First Lien Lenders,
is granted an allowed superpriority administrative expense claim.

The replacement lien and administrative claim are subject to a
carve-out for statutory fees payable to the U.S. Trustee and the
Clerk of Court, the unpaid and outstanding fees and expenses
incurred on or after the Petition Date and prior to the Trigger
Date, by bankruptcy professionals, and the unpaid and outstanding
fees and expenses incurred after the Trigger Date by bankruptcy
professionals in an aggregate amount to exceed $225,000.

The Debtors are represented by Daniel J. DeFranceschi, Esq., at
Richards Layton & Finger, in Wilmington, Delaware; and Thomas A.
Howley, Esq., at Jones Day, in Houston, Texas.

The First Lien Agent is represented by Francis A. Monaco, Jr.,
Esq. at Womble Carlyle Sandridge & Rice, PLLC, in Wilmington,
Delaware; and Douglas Bacon, Esq. and Alicia C. Davis, Esq. at
Latham & Watkins LLP, in Chicago, Illinois.

Certain First Lien Lenders are represented by Randall Klein, Esq.
at Goldberg Kohn, in Chicago, Illinois.

                       About MSD Performance

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

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

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


MSD PERFORMANCE: Lenders Want Exclusivity Ended, to File Own Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Nov. 22, 2013 at 10:00 a.m., to consider the
motion of original par lenders to terminate MSD Performance, Inc.,
et al.'s exclusivity periods.  Objections, if any, are due Nov.
19, at 10:00 a.m.

As reported in the Troubled Company Reporter on Oct. 1, 2013,
according to the Original Par Lenders -- Madison Capital Funding
LLC, Golub Capital Partners IV, L.P., Golub Capital Partners V,
L.P., Golub Capital Partners VI, L.P., Golub Capital Partners
2007-2 Ltd., Golub International Loan Ltd. I, OFSI Fund III, Ltd.,
and CIFC Funding 2006-I, Ltd. -- the Debtors have refused to
pursue a reorganization, and instead have designed a sale path
that will fail to maximize the value of the Original Par Lenders'
secured claims and will preclude confirmation of a Chapter 11 plan
due to resulting administrative insolvency.

If this relief is granted, the Original Par Lenders say they
intend to file and pursue a plan of reorganization that will be in
the best interest of the stakeholders.

The Original Par Lenders hold 41% of the outstanding debt under
the Senior Prepetition Facility.

Holders of the majority of the debt under the Senior Prepetition
Facility, affiliate entities Z Capital MSD, L.L.C., and Z Capital
Special Situations Fund II, L.P. (collectively, "Z Capital") hold
59% of the outstanding debt under the Senior Prepetition Facility.

Z Capital was not an original Senior Lender, but became a Senior
Lender when it began purchasing outstanding debt under the Senior
Prepetition Facility.

                      About MSD Performance

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

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

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


MSD PERFORMANCE: SSG Advisors Hired as Investment Banker
--------------------------------------------------------
MSD Performance, Inc., et al., was given authority by the U.S.
Bankruptcy Court for the District of Delaware to employ SSG
Advisors, LLC, as their investment banker nunc pro tunc to
Sept. 6, 2013.

As reported in the Troubled Company Reporter on Sept. 19, 2013,
the firm will be paid a monthly fee of $25,000, and fees upon the
consummation of a sale transaction or the consummation of a final
restructuring.  Upon the consummation of a Sale Transaction, SSG
will be entitled to a Sale Fee equal to $325,000 plus 1.0% of the
Total Consideration in excess of $70 million.  In the event of a
Sale Transaction to Z Capital MSD, L.L.C., or any of its
affiliates, SSG's Sale Fee will be $325,000.  Upon the
consummation of a Financial Restructuring, SSG will be entitled to
a Financial Restructuring Fee, at and as a condition of closing
that Financial Restructuring, equal to $325,000.

In addition to the fees, the Debtors agree to reimburse SSG,
whether or not a Sale Transaction or Financial Restructuring is
consummated, for all of the firm's reasonable out-of-pocket
expenses, notes the Troubled Company Reporter.

None of the fees payable to SSG will constitute a "bonus" or fee
enhancement under applicable law, says the Court.

                       About MSD Performance

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

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

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


MSD PERFORMANCE: Troutman Sanders to Serve as Special Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
MSD Performance, Inc., et al.'s application to employ Troutman
Sanders LLP as their special counsel to advise the special
committee of the outside members of the board of directors.

As reported in the Troubled Company Reporter on Sept. 19, 2013,
the Troutman Firm's hourly rates at present for professionals who
will work on the matter range from $400 to $835 per hour for
partners, $420 to $650 for of-counsel, $200 to $500 for
associates, and $170 to $265 for paralegals.

In addition, the current hourly billing rates of the attorneys
primarily working on this matter will be:

   John Owen Gwathmey    $650
   Jonathan L. Hauser    $525
   Jonathan Downs        $375

The firm will also be reimbursed for any necessary out-of-pocket
Expenses, says the Troubled Company Reporter.

                       About MSD Performance

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

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

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


MSI CORP: Nov. 5 Hearing on Request for Exclusivity Extension
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
will convene a hearing on Nov. 5, 2013, at 10 a.m., to consider
MSI Corporation's request for extension of its exclusive periods.
Objections, if any, are due Oct. 29.

On Oct. 3, the Debtor filed papers asking the Court to extend its
exclusive periods to file a Chapter 11 Plan until Feb. 2, 2014,
and solicit acceptances for that Plan until April 3, 2014.

The Debtor explained that it needed more time to finalize
financing sufficient to fund a reorganization.  The Debtor and its
professionals have been in discussions with at least four
prospective lenders regarding refinancing the Debtor's
obligations.

                          About MSI Corp.

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  Judge
Jeffery A. Deller presides over the case.  The Vandergrift,
Pennsylvania-based company estimated at least $10 million in
assets and less than $10 million in liabilities.

Albert's Capital Services, LLC, is the Debtor's chief
restructuring officer.  Michael J. Roeschenthaler, Esq., and Scott
E. Schuster, Esq., at McGuireWoods LLP, in Pittsburgh, serve as
the Debtor's counsel.  Geary & Loperfito, LLC serves as special
counsel.


MTS GOLF: Defends Settlement Agreement With U.S. Bank
-----------------------------------------------------
MTS Land, LLC, et al., replied to the objection of the so-called
MSW Parties to the Debtors' motion for order approving the
settlement agreement among MTS Land, LLC, MTS Golf, LLC and U.S.
Bank National Association.

The MSW Parties are:

     -- Mountain Shadows Resort Unit Two Amended aka Mountain
        Shadows West homeowners,

     -- parties-in-interest Jay Stuckey, William Mallender,
        Charles P. Dickinson, Gerald Ritt and Roger Nelson,

     -- 42 additional MSW homeowners whose names are listed in the
        Rule 2019 Statement filed by Francis J. Slavin, P.C. on
        Feb. 20, 2013, and

     -- 2 additional MSW homeowners who signed authorization
        forms received subsequent to the filing of the Rule 2019
        Statement, and

     -- a total of 49 of the 59 lot owners in MSW

On Sept. 30, the so-called MSW Parties, by and through their
attorneys, Francis J. Slavin, P.C., stated that, among other
things:

   i) the settlement agreement contractually obligates the
      Debtors to anticipatorily repudiate the MSW Settlement
      agreement;

   ii) judicial estoppel warrants denying the motion because
       US Bank did not oppose the approval of the MSW settlement
       agreement; and

  iii) the settlement agreement is illegal because it is in
       contempt of the Bankruptcy Court's order approving the
       MSW Settlement.

However, according to the Debtors, counsel for the MSW Parties
misunderstood the terms of the agreement and misconstrued the
Debtors' conduct since the MSW settlement agreement was approved
by the Bankruptcy Court.

The Debtors explained that the US Bank settlement agreement is
consistent with the MSW settlement agreement.  The Debtors'
execution of the settlement Agreement with US Bank was a result,
in part, of the Debtors' efforts to effectuate the terms of the
MSW settlement agreement and redevelop the property in accordance
with the 2013 Town Approvals.

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Cal.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Gerald M.
Gordon, Esq., Robert C. Warnicke, Esq., and Teresa M. Pilatowicz,
Esq., at Gordon Silver, represent the Debtor.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The Plan filed in the Debtors' cases provides that all creditors
with allowed claims will be paid the amount of their allowed
claims in full through the Plan.  Holders of equity securities of
Debtors will retain all of their legal interests.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


NATIONAL HOLDINGS: Iroquois, et al., to Sell 10.6-Mil. Shares
-------------------------------------------------------------
National Holdings Corporation registered with the U.S. Securities
and Exchange Commission 10,583,330 shares of its common stock to
be sold by Iroquois Master Fund Ltd., Stephen Nicholas, Chestnut
Ridge Partners, LP, et al.  The Company will not receive any
proceeds from the sale of shares of its common stock by the
selling stockholders.  The Company's common stock is traded on the
OTC Bulletin Board under the symbol "NHLD.OB".  On Oct. 8, 2013,
the closing sale price of the Company's common stock was $0.39 per
share.   A copy of the Form S-1 is available for free at:

                        http://is.gd/YE2E8L

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at June 30,
2013, showed $23.43
million in total assets, $11.81 million in total liabilities and
$11.62 million in total stockholders' equity.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code," the
Company said in its annual report for the year ended Sept. 30,
2012.


NET ELEMENT: Francesco Piovanetti Discloses 15.2% Equity Stake
--------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Francesco Piovanetti and his affiliates disclosed on
Oct. 8, 2013, that they beneficially owned 4,869,520 shares of
common stock of Net Element International, Inc., representing
15.19 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/q6g2WA

                         About Net Element

Miami, Fla.-based Net Element, Inc. (formerly TOT Energy, Inc.)
currently operates several online media Web sites in the film,
auto racing and emerging music talent markets.

Following the 2011 results, Daszkal Bolton LLP, in Fort
Lauderdale, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has experienced recurring losses
and has an accumulated deficit and stockholders' deficiency at
Dec. 31, 2011.

The Company reported a net loss of $24.85 million in 2011,
compared with a net loss of $3.10 million in 2010.  The Company's
balance sheet at June 30, 2012, showed $3.22 million in total
assets, $7.69 million in total liabilities, and a $4.46 million
total stockholders' deficit.


NET TALK.COM: Incurs $1.6 Million Net Loss in First Quarter
-----------------------------------------------------------
Net Talk.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
and comprehensive loss of $1.60 million on $1.55 million of total
revenue for the three months ended March 31, 2013, as compared
with a net loss and comprehensive loss of $3.53 million on $1.05
million of total revenue for the same period last year.

The Company's balance sheet at March 31, 2013, showed $5.09
million in total assets, $24.08 million in total liabilities,
$5.64 million in redeemable preferred stock, and a $24.63 million
total stockholders' deficit.

                 Going concern/Bankruptcy Warning

"The presentation of financial statements in accordance with GAAP
contemplates that operations will be sustained for a reasonable
period.  However, we have incurred operating losses of $1,605,859
and $3,533,013 during the three months ended March 31, 2013 and
2012, respectively.  The company is also highly leveraged with
$15,995,695 in senior debentures and demand notes and $1,400,000
in mortgage debt.  In addition, during these periods, we used cash
of $562,394 and $1,656,251, respectively, in support of our
operations.  As more fully discussed in Note 6, we have material
redemption requirements associated with our senior debentures and
demand notes, due during the year ended December 31, 2013.  Since
our inception, we have been substantially dependent upon funds
raised through the sale of preferred stock and warrants to sustain
our operating and investing activities.  These are conditions that
raise substantial doubts about our ability to continue as a going
concern for a reasonable period," the Company said in the filing.

"We have never sustained profits and our losses could continue.
Without sufficient additional capital to repay our indebtedness,
we may be required to significantly scale back our operations,
significantly reduce our headcount, seek protection under the
provisions of the U.S. Bankruptcy Code, and/or discontinue many of
our activities which could negatively affect our business and
prospects.  Our current capital raising efforts may not be
successful in raising additional capital on favorable terms, or at
all," the Company added.

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

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

                       http://is.gd/bGFQGz

                        Amends 2012 10-K

Net Talk.com amended its annual report on Form 10-K for the year
ended Dec. 31, 2012, filed with the SEC on Sept. 4, 2013, solely
to submit the filing of XBRL information which was not submitted
simultaneously with the filing of the Edgarized document.  No
other changes were made to the original Form 10-K.  A copy of the
Form 10-K is available for free at http://is.gd/i9qgg4

                         About Net Talk.com

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

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


NEWARK INSURANCE: Insurers Protected From Insolvent Carrier Gaps
----------------------------------------------------------------
Law360 reported that a recent New Jersey Supreme Court holding
that insureds shouldn't be left holding the bag for an insolvent
insurer's share of cleanup costs in long-running environmental
contamination is a major win for policyholders and will be an
important tool in settlement talks, attorneys say.

According to the report, attorneys for policyholders are cheering
the Sept. 24 opinion in Farmers Mutual Fire Insurance Co. v. New
Jersey Property-Liability Insurance Guaranty Association.  The
ruling states, " In long-tail, continuous-trigger cases where an
insolvent carrier is on the risk along with solvent carriers, the
PLIGA Act's exhaustion provision mandates that an insured first
exhaust the policy limits of the solvent carriers prior to seeking
statutory benefits from the Guaranty Association."

The case is Farmers Mutual Fire Insurance Company of Salem v. New
Jersey Property-Liability Insurance Guaranty Association as
Administrator of Claims Against Newark Insurance Company, A-42-11;
068824 (N.J.).


NEW YORK CITY OPERA: Deal May be on Table
-----------------------------------------
Stephanie Gleason and Jennifer Maloney, writing for The Wall
Street Journal, reported that New York City Opera, which filed for
bankruptcy-court protection last week after years of financial
turmoil, said at least one other cultural institution may be
interested in taking up the company's mission or brand.

According to the report, it was unclear who the partner might be,
or what form a deal might take.

Speaking in court on Oct. 10, the opera company's lawyer, Kenneth
Rosen, referred to the interested parties as a "potential partner"
or a "potential merger candidate," the report related.

A spokeswoman for the Brooklyn Academy of Music, which in
September co-produced City Opera's final production, "Anna
Nicole," said the academy isn't in discussions about a potential
merger, the report added.  A spokeswoman for New York City Center,
one of City Opera's venues since the company's departure from
Lincoln Center, said she didn't know whether any discussions were
under way.

Judge Sean H. Lane of the U.S. Bankruptcy Court in Manhattan
didn't immediately approve $323,000 in refunds to ticket holders
of canceled shows, instead scheduling a hearing for later this
month, the report said.

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: Has Interim Authority to Tap $1.1-Mil. DIP Loan
-------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware gave Nirvanix, Inc., interim authority to
obtain secured postpetition superpriority financing in the
aggregate amount of $1.1 million.

A final hearing on the motion commencing on Oct. 23, 2013, at 9:30
a.m. (Eastern).

The DIP Facility consists of a postpetition multi-draw term loan
facility in an aggregate amount, before giving effect to a "roll
up, in an interim amount up to $1.1 million and thereafter in an
amount to be agreed upon by the Khosla Ventures IV, LP, Khosla
Ventures IV (CF), LP, and TriplePoint Capital, LLC, as DIP
Lenders, in their sole discretion.  The initial maximum commitment
for each of the DIP Lenders will be $900,000 for KV and $200,000
for TriplePoint.  The DIP Lenders, according to court documents,
have not agreed to any funding beyond the week ending Oct. 26,
2013, or to any funding in excess of $1.1 million.

The DIP Loans will accrue at 9% per annum, with the interest
payable monthly in arrears on the monthly anniversary of the
Petition Date, computed based on a 360 day year.  At all times
while a default exists, principal, interest and other amount will
bear interest at a rate per annum equal to 2% in excess of the 9%
per annum interest rate.

The DIP Loans will mature on the earliest to occur of the
following: (i) Nov. 22, 2013, and (ii) the acceleration of any of
the DIP Loans and the termination of the commitments to make the
DIP Loans.

To secure the DIP Loan Obligations, the DIP Lenders are granted
valid and perfected first priority liens and security interests,
subject only to permitted liens and the carve out.  The DIP
Lenders will also be granted superpriority administrative expense
claim for all DIP Loan Obligations.

Carve-out means (i) fees payable to the U.S. Trustee, (ii) unpaid
professional fees and expenses payable to each professional
retained by the Debtor and any official committee of unsecured
creditors, and (iii) case administration fees and professional
fees incurred on or after the date of the occurrence of a
termination date in an aggregate amount not to exceed $25,000.

                   DFS Objection Overruled

Judge Shannon overruled the objections raised by Dell Financial
Services, L.L.C., the largest leasing creditor of the estate,
which complained that the postpetition burden has been shifted to
DFS without the Debtor providing it DFS with any form of adequate
protection, including but not limited to the following: current
insurance, lease payment and access to its leased equipment for
the purpose of conducting an inspection and inventory.  In
addition, DFS complained that the Debtor's current proposed course
of action effectively transfers to DFS a substantial financial
risk of both the cost of the sale process and maintaining
operations during the course of that process for the benefit of
the lender/investor group -- risks that DFS did not agree to
undertake when it became the lessor to the Debtor and provided it
the equipment, servers and software to run its operations.

NFS Leasing, Inc., a lessor to the Debtor of certain equipment,
joined in DFS' objection.

TriplePoint, in response to DFS' objection, refuted DFS' assertion
that the Debtor's prepetition debt is not fully secured because a
"general description" was used to describe the collateral in the
UCC-1 financing statement filed by TriplePoint.  TriplePoint
asserted that the UCC-1 financing statement it filed includes a
sufficient identification of collateral and complies in all other
respects with the Delaware Code.

The Debtor is represented by Keith A. McDaniels, Esq., at Cooley
LLP, in San Francisco, California; and Norman L. Pernick, Esq.,
Marion M. Quirk, Esq., and Patrick J. Reilley, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware.

KV is represented by Debra I. Grassgreen, Esq. --
dgrassgreen@pszjlaw.com -- and Maxim B. Litvak, Esq. --
mlitvak@pszjlaw.com -- at Pachulski Stang Ziehl & Jones LLP, in
San Francisco, California; and Peter J. Keane, Esq. --
pkeane@pszjlaw.com -- at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

TriplePoint is represented by Gary B. Rosenbaum, Esq. --
grosenbaum@mwe.com -- at McDermott Will & Emery, in Los Angeles,
California; and Eric M. Sutty, Esq. -- EMS@elliottgreenleaf.com --
at Elliott Greenleaf, in Wilmington, Delaware.

DFS is represented by Christopher A. Ward, Esq. --
cward@polsinelli.com -- and Justin K. Edelson, Esq. --
jedelson@polsinelli.com -- at POLSINELLI PC, in Wilmington,
Delaware; and Sabrina L. Streusand, Esq. -- streusand@slollp.com -
- at Streusand, Landon & Ozburn, LLP, in Austin, Texas.

NFS is represented by Ronald S. Gellert, Esq. --
rgellert@gsbblaw.com -- at GELLERT SCALI BUSENKELL & BROWN LLC, in
Wilmington, Delaware; and John Loughnane, Esq. --
jloughnane@nutter.com -- at Nutter McClennen & Fish LLP, in
Boston, Massachusetts.

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.


NIRVANIX INC: Can Continue to Operate Using Cash Collateral
-----------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware gave Nirvanix, Inc., interim authority to use
cash collateral securing its prepetition indebtedness.

In exchange for the Debtor's use of the prepetition collateral,
TriplePoint Capital LLC, as lender under various prepetition loan
facilities and as collateral agent for Khosla Ventures IV, LP, and
Khosla Ventures IV (CF), LP, as lenders under the Aug. 8, 2013
note purchase agreement, will be granted replacement liens and a
superpriority claim.

A final hearing on the motion commencing on Oct. 23, 2013, at 9:30
a.m. (Eastern).

The Debtor is represented by Keith A. McDaniels, Esq., at Cooley
LLP, in San Francisco, California; and Norman L. Pernick, Esq.,
Marion M. Quirk, Esq., and Patrick J. Reilley, Esq., at Cole,
Schotz, Meisel, Forman & Leonard, P.A., in Wilmington, Delaware.

KV is represented by Debra I. Grassgreen, Esq. --
dgrassgreen@pszjlaw.com -- and Maxim B. Litvak, Esq. --
mlitvak@pszjlaw.com -- at Pachulski Stang Ziehl & Jones LLP, in
San Francisco, California; and Peter J. Keane, Esq. --
pkeane@pszjlaw.com -- at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

TriplePoint is represented by Gary B. Rosenbaum, Esq. --
grosenbaum@mwe.com -- at McDermott Will & Emery, in Los Angeles,
California; and Eric M. Sutty, Esq. -- EMS@elliottgreenleaf.com --
at Elliott Greenleaf, in Wilmington, Delaware.

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.


NIRVANIX INC: Proposes Nov. 15 Auction for Assets
-------------------------------------------------
Nirvanix, Inc., asks permission from the U.S. Bankruptcy Court for
the District of Delaware to sell substantially all of its assets
and approve procedures to govern the asset sale through
competitive bidding.

The Debtor has reached an agreement in principal and is close to
finalizing a "stalking horse" purchase agreement with a strategic
buyer for the Debtor's intellectual property assets (the "Lot 1"
assets).  The Debtor anticipates that the purchase price will be
comprised of a cash payment plus the assumption of certain
liabilities.  The stalking horse bidder, in working with the
Debtor to negotiate the stalking horse agreement, has relief on
promises by the Debtor to seek the Court's approval of (i)
reimbursement of the stalking horse bidder's reasonable expenses
up to $150,000 and (ii) a break-up fee of $150,000.

The Debtor says it has also received indications of interest from
multiple parties with regard to its assets not included in the Lot
1 Stalking Horse Agreement but has not entered into a stalking
horse agreement with a potential purchaser with regard to the Lot
2 Assets.  The Debtor and its advisors -- Arch & Beam Global LLC
and Cooley LLP -- have decided that the best way to maximize the
value of the Debtor's assets is to proceed with the sale process
by seeking to hold an auction for the Lot 1 assets, which will be
immediately followed by an auction for the Lot 2 assets.

The Debtor asks the Court to schedule the auction(s) for Nov. 15,
2013, at 10:00 a.m. (prevailing Pacific Time), at the offices of
Cooley LLP, in San Francisco, California.

Interested bidders must deliver a written offer that intends to
pay for the Lot 1 Assets in an amount equal to or greater than
$2.9 million, plus the Lot 1 Break-Up Fee and the Expense
Reimbursement.  The purchase price for Lot 2 will be payable in
cash equal to or greater than an amount to be determined at a
hearing regarding the bidding procedures.  A Potential Bidder must
submit its bid no later than Nov. 12.

The Debtor will seek entry of an order from the Court at a hearing
to begin on Nov. 19, to approve and authorize the sales.
Objections to the sale must be filed by Nov. 12.

The Court will convene a hearing on Oct. 23, 2013, at 9:30 a.m.
(ET) to consider approval of the bidding procedures motion.
Objections are due Oct. 18.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Wilmington, Delaware.

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.


NIRVANIX INC: Employs Epiq as Claims & Noticing Agent
-----------------------------------------------------
Nirvanix, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to appoint Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent.

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.  Prior to the Petition Date, the Debtor provided Epiq a
retainer in the amount of $10,000.

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.


NORTEL NETWORKS: Units Ask 3rd Circ. for Arbitration in Dispute
---------------------------------------------------------------
Law360 reported that an attorney for European units of Nortel
Networks Inc. on Oct. 8 asked the Third Circuit to overturn a
bankruptcy court ruling and grant binding arbitration to determine
how $7.5 billion in asset sale spoils will be divided between the
defunct telecom and its far-flung affiliates.

According to the report, the units, known as EMEA, contend they
earlier reached an agreement with the company's U.S. and Canadian
units to take disputes over the allocation of proceeds to
arbitration.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


NPS PHARMACEUTICALS: Wellington Held 5.5% Stake at Sept. 30
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that as of Sept. 30, 2013, it beneficially owned 5,469,898 shares
of common stock of NPS Pharmaceuticals, Inc., representing 5.39
percent of the shares outstanding.  Wellington previously reported
beneficial ownership of 8,427,915 common shares or 9.73 percent
equity stake as of Dec. 31, 2012.  A copy of the regulatory filing
is available for free at http://is.gd/QZPavV

                    About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.

NPS has been in the red since 2009.  It posted a net loss of
$36.26 million in 2011, a net loss of $31.44 million in 2010, and
a net loss of $17.86 million in 2009.  As of June 30, 2013, the
Company had $281.48 million in total assets, $196.42 million in
total liabilities and $85.05 million in total stockholders'
equity.


N-VIRO INTERNATIONAL: To Buy New Facility in Florida
----------------------------------------------------
N-Viro International Corporation has entered into a contract to
purchase a new wholly owned facility in Central Florida.  The
facility, located strategically within the Company's current
customer area, is expected to reduce operating costs, improve
profitability while providing long-term disposal services for the
Company's well-established Central Florida customers.  The company
expects to be in production at this new location in the first
quarter 2014.

N-Viro's wholly owned subsidiary, Florida N-Viro, has been
operating in Florida for over 18 years, providing the highest
quality waste treatment service using its N-Viro Soil technology.
The N-Viro process technologies, as defined by Florida Department
of Environmental Protection, achieve Class AA status, the highest
level of treatment in Florida.  The new facility will begin
production using N-Viro Soil technology that produces a product
widely accepted by its agricultural customers.

The new facility also provides the company the vehicle to expand
services to include production of its advanced alternative fuel
technology, N-Viro Fuel.  In addition to the expected technology
expansion provided by this acquisition, N-Viro expects to source
new customers and increase revenues.

N-Viro's CEO and President Timothy Kasmoch said, "The acquisition
is a major milestone for N-Viro International.  Most exciting
however, is the potential for increased revenue, profitability and
final development of our N-Viro Fuel technology in Florida."

                     About N-Viro International

Toledo, Ohio-based N-Viro International Corporation owns and
sometimes licenses various N-Viro processes and patented
technologies to treat and recycle wastewater and other bio-organic
wastes, utilizing certain alkaline and mineral by-products
produced by the cement, lime, electrical generation and other
industries.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, UHY LLP, in Farmington Hills,
Michigan, expressed substantial doubt about N-Viro's ability to
continue as a going concern, citing the Company's recurring
losses, negative cash flow from operations and net working capital
deficiency.

The Company reported a net loss of $1.6 million on $3.6 million of
revenues in 2012, compared with a net loss of $1.6 million of
$5.6 million of revenues in 2011.  The Company's balance sheet at
June 30, 2013, showed $2.38 million in total assets, $2.51 million
in total liabilities and a $129,857 total stockholders' deficit.


OUI MANAGEMENT: French Bankruptcy Shields Agency From Default
-------------------------------------------------------------
Law360 reported that a New York federal judge on Oct. 9 held that
a French modeling agency is protected against a U.S.-based hedge
fund's demands that it pay up under a loan by the bankruptcy-like
proceedings it entered last year in Paris.

According to the report, U.S. District Judge Ronnie Abrams
dismissed Oui Financing LLC's breach of contract, declaratory
judgment and fraud claims against Oui Management SAS and its
president, Steven Dellar, in a decision finding that the modeling
agency is protected by its "safeguard" restructuring plan, which
was approved in Paris.

The case is Oui Financing LLC v. Dellar, Case No. 1:12-cv-07744
(S.D.N.Y.) before Judge Ronnie Abrams.  The case was filed on
Oct. 17, 2012.


OVERSEAS SHIPHOLDING: Incurs $24.1-Mil. Net Loss in Second Quarter
------------------------------------------------------------------
Overseas Shipholding Group, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $24.1 million on $228.1 million
of shipping revenues for the three months ended June 30, 2013,
compared with a net loss of $52.7 million on $291.4 million of
shipping revenues for the same period last year.

Reorganization items included in the net loss for the three months
ended June 30, 2013, totaled $37.5 million.

The Company's balance sheet at June 30, 2013, showed
$4.040 billion in total assets, $3.670 billion in total
liabilities, and equity of $369.9 million.

A copy of the Form 10-Q is available at http://is.gd/PEJKZ7

                    About Overseas Shipholding

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

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

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

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


PACIFIC GOLD: OKs Assignment of $40,000 Notes
---------------------------------------------
Pacific Gold Corp., on Oct. 2, 2013, agreed to the assignment of
$40,000, in principal amount of outstanding notes, which represent
notes the Company issued to the original debt holder on May 11,
2012.  The assignment was to a third party that is not affiliated
with the Company.

In connection with the assignment, the Company agreed to various
modifications of the note for the benefit of the new holder, which
enhance and reset the conversion features of the note and change
certain other basic terms of the note.  As a result of the
amendments, the note now:

    (i) has a conversion rate of a 45 percent discount to the
        average of the 3 lowest daily VWAP prices of the common
        stock based on the twenty day period prior to the date of
        conversion, which rate will be subject to certain
        adjustments;

   (ii) has an annual interest rate of 8 percent, due at maturity;

  (iii) has a new maturity date of Oct. 2, 2014; and

   (iv) has additional default provisions, including a default
        penalty of 50 percent of outstanding principal and
        interest at the time of default.

The assigned portion of the principal note has a conversion rate
at an approximate 45 percent discount to market and, without
taking into account the conversion of any of the interest to be
earned or converted, represents the potential issuance of
727,272,727 shares, limited to a maximum conversion right at any
one time to 4.99 percent of the then outstanding shares of common
stock of the company.

                         About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold disclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  As of June 30,
2013, the Company had $1.39 million in total assets, $4.30 million
in total liabilities and a $2.91 million total stockholders'
deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PHILADELPHIA SCHOOL: Fitch Cuts GO Bonds Rating to 'BB'
-------------------------------------------------------
Fitch Ratings downgrades to 'BB' from 'BBB-' the underlying rating
on the following bonds:

-- $2.1 billion Philadelphia School District (the district)
   general obligation (GO) bonds;

-- $1.1 billion State Public School Building Authority
   (Commonwealth of Pennsylvania) (The School District of
   Philadelphia Project) school lease revenue bonds.

The Rating Outlooks for the underlying district and authority
ratings remain Negative.

All of the bonds have an 'AA-' enhanced rating based on the
Pennsylvania School Credit Enhancement Direct-Pay Intercept
Program (the program). The Rating Outlook for the program is
Negative, reflecting the Negative Outlook on the Commonwealth of
Pennsylvania's GO bonds.

Security

All of the bonds are secured by protections under the Pennsylvania
School Credit Enhancement Law as well as the district's full faith
and credit and taxing power.

Key Rating Drivers

Weakening Underlying Credit Profile: The downgrade of the
underlying rating largely reflects the continued deterioration of
the district's already tenuous financial position.

Uncertain Projections: The district's plans to achieve structural
balance rely heavily on its continued ability to achieve dramatic
expenditures savings, particularly gaining significant negotiated
concessions from the teacher's union. Fitch believes the level of
cooperation needed to fully realize these plans will likely not be
forthcoming, resulting in continued negative operations and
increased accumulated deficits.

Limited Ability To Raise Revenue: Fifty-seven percent of the
district's funding is tied to state sources, and raising locally
generated revenue requires state and city council approval.

Elevated Debt Levels: The district's overall debt burden is high
relative to the tax base, although annual debt service
expenditures consume a moderate share of the district's operating
budget. Payments for other long-term liabilities are modest but
growing.

Stable Service Area: Demographic and economic indicators are weak,
although the city's economy is anchored by the presence of several
large healthcare and higher education institutions.

Sound Intercept Program: The enhanced, programmatic 'AA-' rating
is based on Pennsylvania School Credit Enhancement Direct-Pay
Intercept Program (Intercept Program) state law, which requires
the withholding of state appropriations and their direct payment
to bondholders or their paying agents.

Solid Coverage: For fiscal 2014, budgeted commonwealth subsidies
to the district cover annual debt service obligations, including
short-term debt, by 3.45 times (x), above the 1.25x required for
eligibility under Fitch's criteria for the use of this intercept
program's rating. Coverage has increased over past levels due to a
reduction in the district's short-term debt.

Rating Sensitivities

Cost-Cutting Plan Implementation: Failure to implement the
additional level of cost-cutting measures needed to avoid further
deterioration in its financial position would likely lead to a
further downgrade.

Credit Profile

Large Urban District With Weak Socioeconomics
The Philadelphia School District is the nation's eighth largest
school district and the largest in the commonwealth, with a fiscal
year 2013 enrollment of 203,000 students. District enrollment has
shown growth in recent years primarily because charter school
enrollment continues to escalate at a healthy rate each year, with
a current population of 63,600. Non-charter school enrollment has
declined fairly rapidly.

As both a city and county and with an estimated population of
almost 1.5 million residents, Philadelphia benefits from its role
as a regional economic center with a stable employment base
weighted in higher education and health care sectors. Led by the
University of Pennsylvania, Jefferson Health System and Temple
University, the city is home to several large colleges and
universities and is anchored by multiple hospitals and health
systems.

The city's July 2013 unemployment rate of 10.8% remains high as
does the poverty rate at over 25% of the population. Income levels
on both a per capita and median household level are well below the
state and national averages.

Deficits Reflect Structural Imbalance
Fiscal 2012 continued the trend of negative performance begun in
fiscal 2010, with the unrestricted fund balance declining to
negative $136.8 million. The district benefited from a $95 million
increase in funding from the city through a 3.5 mill property tax
increase. However, this was not enough to offset a $200 million
decrease in state funding. Management cut spending extensively to
help offset these revenue declines, including over $318 million of
cuts to schools and $63 million of reductions in the central
office. Reductions also included several non-recurring measures,
such as refinancing debt to delay debt service.

Deficit Financing Offsets Large Fiscal 2013 Operating Deficit
Unaudited fiscal 2013 results show a cash basis operating deficit
of over $250 million, driven largely by increases in debt service
payments following fiscal 2012 restructurings, and payments to
charter schools. Increased charter school enrollment has caused
financial pressure for the district, and Fitch expects this trend
to continue. Results would have been even weaker without a
favorable outcome in the district's negotiations with its blue
collar unions. The district bridged the $250 million operating gap
with the issuance of deficit bonds, generating $300 million in
proceeds and yielding a surplus of approximately $52 million or a
cash-basis fund balance of $33 million. Fitch anticipates a
continued very large accumulated deficit on a GAAP basis.

Five-Year Plan Depends On Labor Savings And Closings

The district's fiscal 2014 budget assumes the depletion of its $33
million cash-basis fund balance. The budget avoided a cash deficit
largely through the closure of 24 schools and layoff of 2,400
mostly part-time workers. The district laid off 4,000 workers this
summer, but hired back over 1,600 when additional funds were
identified to open schools.

The district reached an agreement in 2012 with the Service
Employees International Union (SEIU) that will provide $100
million in savings over the four year life of the contract,
largely from an approximately 10% reduction in wages. The
district's contract with the Philadelphia Federation of Teachers
(PFT) expired in August 2013, along with the principals (CASA) and
two smaller unions representing cafeteria works and school police.
The district is seeking concessions from PFT similar to those
reached with SEIU, with corresponding budgeted savings of $118
million-$155 million per year. These savings were not incorporated
in the fiscal 2014 budget but are reflected in the district's
five-year plan. PFT is not legally permitted to strike and is
somewhat limited in its negotiating leverage because the district
is a 'distressed' district. However, Fitch believes the district
will be hard-pressed to achieve the level of savings it has
projected.

The district is anticipating additional funding from the city and
state. The state has agreed to provide the city with $45 million
of additional aid, on the condition that it sees progress in
negotiations with PFT. Additionally, the city expects to provide
$50 million in aid by borrowing against future sales tax receipts.
However, the mechanism for this payment has not yet been agreed
upon. The funds are anticipated to cover the rehiring of the 1,600
employees at the start of the school year. The current plan for
the extension of the sales tax would also provide the district
with an additional $120 million per year of sales tax revenue
beginning in fiscal 2015. The state has agreed to advance the
district payments it normally receives later in the year, reducing
the district's need for cash flow borrowing from its $500 million
issue in fiscal 2013 to $125 million in fiscal 2014.

Elevated Debt Levels

Overall debt ratios are above average at over $4,900 per capita
and a very high 17.3% of market value. The market value ratio is
overstated due to antiquated property assessment practices, which
the city recently updated. Based on the city's revised market
value, debt would still be a high 6.5% of market value.
Amortization is slightly below average at approximately 41% in 10
years, though amortization was slowed by recent restructurings.

The district will be faced with a more than doubling of pension
costs from fiscal 2012 to fiscal 2017. This growth is factored
into the district's five-year plan, though it is hoping for relief
from the state as the state pursues pension reform. The district
participates in a state-sponsored plan with approximately 70%
being met by the state. The plan is currently approximately 63%
funded using a Fitch-adjusted 7% return level, and the funding
level has been deteriorating as the state has consistently
underfunded its annual required contribution. Other post-
employment benefits are minimal. Carrying costs are a moderate
10.5% of governmental spending, though this is expected to grow
with increased pension costs.


PLATFORM ACQUISITION: Moody's Assigns 'B1' CFR, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating
and B1-PD probability of default rating to Platform Acquisition
Holdings in connection with the announcement that Platform is
planning to acquire MacDermid Incorporated for $1.1 billion.
Moody's also assigned an SGL-2 speculative grade liquidity rating
to Platform. In connection with the proposed transaction, Moody's
withdrew MacDermid's B2 corporate family rating and B2-PD
probability of default rating. Due to the expected change in the
capital structure Moody's also downgraded MacDermid's first lien
senior secured credit facilities to B1 from Ba3 as Platform plans
to repay MacDermid's $360 million second lien term loan due 2020.
The ratings outlook is stable.

Ratings assigned:

Issuer: Platform Acquisition Holdings

Corporate Family Rating B1

Probability of Default Rating B1-PD

Speculative Grade Liquidity Rating SGL-2

Ratings Downgraded:

$50 million revolving facility due 2018 to B1 (LGD3, 46%) from Ba3
(LGD3, 31%)

$755 million first lien term loan facility due 2020 to B1 (LGD3,
46%) from Ba3 (LGD3, 31%)

Ratings Withdrawn:

Issuer: MacDermid Incorporated

Corporate Family Rating B2

Probability of Default Rating B2-PD

The rating on $360 million second lien term loan due 2020 remains
unchanged Caa1 (LGD 5-82%) and will be withdrawn after the
transaction closes.

The ratings outlook is stable.

Ratings Rationale:

The assignment of Platform's B1 corporate family rating reflects a
significant reduction in leverage pro forma for the acquisition.
Platform is expected to have Debt to EBITDA of approximately 5
times in the twelve months ended June 30, 2013, pro forma for the
repayment of the $360 million second lien term loan and the $105
million remaining on MacDermid's subordinated notes, which was
repaid prior to this transaction. Further supporting the rating
are Platform's ability to generate positive free cash flow
throughout the business cycle and track record of improving
margins to levels reflective of specialty products. Pro forma for
the transaction, Platform's Free Cash Flow to Debt in the twelve
months ended June 30, 2013 will improve to above 10%. The company
enjoys strong market positions in certain niche markets, modest
capital expenditure requirements and has limited exposure to
volatile raw materials costs. Platform benefits from a diverse
revenue stream as well as geographic, operational, and product
diversity through its global footprint with significant operations
in the US, Europe, and Asia. The rating is also supported by good
liquidity. (All ratios are calculated using Moody's Standard
Adjustments.)

The downgrade of the first lien senior secured facilities reflects
the change in the proposed capital structure due to the repayment
of the second lien term loan. The second lien term loan used to
provide loss absorption, supporting the higher rating for the
first lien facilities.

There is limited upside to the rating at this time. The ratings
could be upgraded if leverage falls below 4 times on a sustained
basis and the company demonstrates its ability to grow its sales
and generate significant free cash flow. Platform's ratings could
be downgraded if its operating and credit metrics deteriorate.
Specifically, if leverage increase above 5 times and free cash
flow to debt declines below 4% Moody's could contemplate a rating
downgrade. The rating could also be lowered if management
undertakes a significant debt-financed acquisition.


PLATFORM ACQUISITION: S&P Assigns 'B+' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Platform Acquisition Holdings Ltd. and
raised its corporate credit rating on MacDermid Inc. to 'B+' from
'B'.  The outlook is stable.

"At the same time, we raised our issue-level rating on MacDermid's
$755 million first-lien credit facilities to 'BB-' from 'B' and
revised our recovery rating to '2' from '3', indicating our
expectation of substantial recovery (70%-90%) in the event of a
payment default. Platform will become a co borrower under this
facility," S&P said.

"We will withdraw our ratings on MacDermid's second-lien term loan
when the acquisition closes and the loan is repaid," S&P said.

"The upgrade reflects MacDermid's improved credit measures
resulting from the repayment of the second-lien term loan with
Platform common equity.  We also expect that the company will
adopt somewhat less aggressive financial policies and maintain
lower leverage.  In addition, we believe continued improvements to
operating performance and cash flow generation will support a
slightly stronger financial risk profile," S&P said.

"The stable outlook reflects our expectation that MacDermid's
operating results, cash flow generation, and financial policies
will help sustain its financial profile. We also expect the
company to take a prudent approach to funding growth," said
Standard & Poor's credit analyst Seamus Ryan.

"We could raise the ratings if a combination of operating
performance improvements and financial policy keeps debt to EBITDA
near 4.5x and FFO to debt near 15% on a sustainable basis. This
scenario could occur if revenues and margins continue to grow and
the company uses excess cash to reduce debt, or if the company
establishes a track record of approaching growth spending in a
prudent manner," S&P said.

"We could lower the ratings if a large acquisition results in
considerable weakening of credit measures such that adjusted
leverage remains at or more than 5x, with no prospect of
improvement in near term.  We could also lower ratings if
unexpected weakness in global demand or raw material cost pressure
leads to a 5% revenue drop and a margin decline of over 200 basis
points.  Such a scenario could result in debt to EBITDA of more
than 5x and FFO to debt of less than 12%," S&P said.


POSITIVEID CORP: Held 9% Stake in Digital Angel at Sept. 30
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, PositiveID Corporation disclosed that as of
Sept. 30, 2013, it beneficially owned 871,754 shares of common
stock of Digital Angel Corporation representing 9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/eUs8KP

                         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.


PRO'S RANCH: Lender Seeks Trustee to Handle Bankruptcy
------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that the biggest
lender to the Pro's Ranch Market grocery chain wants an outside
professional to take over the company's bankruptcy case, arguing
that nearly every decision that would help the struggling 2,235-
worker company survive will hurt conflicted Provenzano family
members who both own and manage it.

According to the report, in court papers, Bank of America Corp.
lawyers said that the tight-knit Provenzano family hasn't been
able to avoid "decisional gridlock" as members try to reorganize
the chain's 11 stores, which cater to Hispanic shoppers.

The bank, which extended $48 million to the company along with
Grocers Capital Co., asked on Oct. 9 for the court to appoint a
Chapter 11 trustee to take over the reorganization efforts,
according to papers filed with the U.S. Bankruptcy Court in
Phoenix.

Without an outside leader, "all signs point to a meltdown," bank
attorneys wrote to Judge Sarah Sharer Curley, the report further
related.  "The [company's] financial performance is simply too
weak and the conflicted management team and their professionals
are running out of time and money."

In the past, judges have appointed Chapter 11 trustees in cases
where a case has stalled or when a lender or other group has
accused the company's leaders of mismanagement, the report said.

Pro's Ranch Markets is a family-owned chain of grocery stores.
Pro's Ranch Markets was founded 31 years ago by Mike Provenzano,
Sr.  Since then it has grown to eleven stores in three states,
including seven stores in Arizona, two in New Mexico, and two in
Texas.  The company was named Arizona Retailer of the Year in 2004
and 2012 by the Arizona Food Marketing Alliance.

Pro's Ranch Markets on May 31 disclosed that the company has
voluntarily filed for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.


QUBEEY INC: Oct. 17 Hearing on Greenberg & Bass Engagement
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on Oct. 17, 2013, at 9:30 a.m., to consider
Qubeey Inc.'s request to employ Greenberg & Bass LLP as bankruptcy
counsel.

U.S. Trustee Peter C. Anderson asked the Court to deny the firm's
request for approval of periodic postpetition payments without
prior court approval.

As reported in the Troubled Company Reporter on Sept. 25, 2013,
G&B will:

   -- advise the Debtor as to its duties, rights and powers as
      debtor-in-possession;

   -- assist the Debtor in the formulation and confirmation of
      a Plan of Reorganization or a sale of subject property;

   -- perform other legal services as may be required and in the
      interests of the Debtor and the estate; and

   -- provide other services as may be required and in the best
      interest of the Debtor and the estate

The Debtor believes G&B is a disinterested party and represents
and holds no interest adverse to the estate.

According to papers filed with the Court, because G&B will be
required to bear all of the additional cost and fees, the firm
would seek a substantial premium because of the contingent nature
of the undertaking.  The bonus, which will be subject to the
approval of the Bankruptcy Court, will be equal to 2.5% of the
gross selling price of the assets, less all amounts paid out to
creditors of the Qubeey estate.  The bonus will be in addition to
the firm's hourly billings plus costs.

G&B's hourly fees are:

     Partners                       $425
     Of Counsel                     $375 - $495
     Associates                     $275 - $375
     Senior Manager, Strategic
        Planning and Analysis       $360
     Law Clerk                      $125
     Paralegal/Legal Assistant       $95 - $220

                        About Qubeey, Inc.

Qubeey, Inc., filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 13-15805) on Sept. 5, 2013.  Rocky Wright signed the petition
as president.  The Debtor disclosed $83,500 in assets and
$11,108,391 in liabilities as of the Chapter 11 filing.  Douglas
M. Neistat, Esq., at Greenberg & Bass, in Encino, California,
serves as the Debtor's counsel.  Judge Maureen Tighe presides over
the case.


QUBEEY INC: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Douglas Neistat, Esq., at Greenberg & Bass LLP, on behalf of
Qubeey Inc., filed with U.S. Bankruptcy Court for the Central
District of California the Debtor's schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               $83,500
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $500,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $89,007
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,519,384
                                 -----------      -----------
        TOTAL                        $83,500      $11,108,391

A copy of the schedules is available for free at
http://bankrupt.com/misc/QUBEEY_INC_sal.pdf

                        About Qubeey, Inc.

Qubeey, Inc., filed a Chapter 11 petition (Bankr. C.D. Calif. Case
No. 13-15805) on Sept. 5, 2013.  Rocky Wright signed the petition
as president.  The Debtor disclosed $83,500 in assets and
$11,108,391 in liabilities as of the Chapter 11 filing.  Douglas
M. Neistat, Esq., at Greenberg & Bass, in Encino, California,
serves as the Debtor's counsel.  Judge Maureen Tighe presides over
the case.


QUICKSILVER RESOURCES: Southeastern Asset No Longer a Shareholder
-----------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Southeastern Asset Management, Inc., and its
affiliates disclosed on Oct. 10, 2013, that they do not
beneficially owned shares of common stock of Quicksilver Resources
Inc.  Southwestern Asset previously reported beneficial ownership
of 9,470,612 common shares or 5.3 percent equity stake as of
Sept. 10, 2013.  A copy of the regulatory filing is available for
free at http://is.gd/990MYy

                          About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

As of June 30, 2013, the Company had $1.39 billion in total
assets, $2.36 billion in total liabilities and a $968.49 million
total stockholders' deficit.

                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


RANCHER ENERGY: Inks Participation Agreement with PetroShare
------------------------------------------------------------
On Oct. 3, 2013 (effective Sept. 30, 2013), Rancher Energy Corp.
executed a Participation Agreement with PetroShare Corp., a
privately-held Colorado corporation not affiliated with Rancher,
for the purposes of drilling at least one and up to two oil and/or
gas wells to test the Niobrara formation to a depth of
approximately 7,850 feet total vertical depth (TVD) in Moffatt
County, Colorado.

The following description of the Participation Agreement is
qualified in its entirety by reference to the Participation
Agreement.

On Oct. 7, 2013, Rancher paid 30% of the costs of drilling the
first well (Kowach 3-25) in exchange for a 30% working interest
(25.309% net revenue interest), subject to a reduction of the
working interest to 25% (and a proportional reduction of the net
revenue interest) if Rancher and PetroShare do not complete a
business combination.  Rancher and PetroShare have entered into a
non-binding letter of intent by which the two parties are
negotiating and pursuing a business combination. Any business
combination will be subject to approval by Rancher's stockholders
and a number of other conditions precedent.

The estimated cost for drilling the first well is $1,824,460
($547,338 net to Rancher), and if warranted an additional $471,772
for completion ($141,517 net to Rancher).  Rancher has an option
not to participate in the second well, based on the results
obtained from the first well.  If Rancher participates in the
second well (of which there can be no assurance), the estimated
cost for drilling the second well (Voloshin 3-25) is $1,982,998
($594,899 net to Rancher), and if warranted an additional $474,247
for completion ($142,274 net to Rancher).

According to the Form 8-K filing, it is expected that drilling on
the first well will commence within the next several weeks.
PetroShare will be the operator of the wells pursuant to a
standard AAPL Form 610 operating agreement and exhibits thereto.
Two other companies, not affiliated with either Rancher or
PetroShare, are also participating in the proposed drilling
operation.

A copy of the Participation Agreement is available at:

                       http://is.gd/NKAtrR

                       About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by lawyers at Onsager, Staelin &
Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for cash of $20 million plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.

The Bankruptcy Court approved the Second Amended Plan of
Reorganization and accompanying Disclosure Statement of Rancher
Energy Corporation on Sept. 10, 2012.  The Plan became effective
on Oct. 10, 2012.

Rancher Energy reported of $148,299 on $0 of revenue for the three
months ended June 30, 2013, as compared with a net loss of $79,217
on $0 of revenue for the same period during the prior year.

The report of Rancher Energy's independent registered public
accounting firm on the financial statements for the years ended
March 31, 2013, and 2012. includes an explanatory paragraph
relating to the uncertainty  of the Company's ability to continue
as a going concern.  The Company has incurred a cumulative net
loss of approximately $91 million for the period from
incorporation, Feb. 4, 2004, to June 30, 2013.


REGENCY ENERGY: Fitch Puts 'BB' IDR on Rating Watch Negative
------------------------------------------------------------
Fitch Ratings has placed its ratings for Regency Energy Partners,
LP (RGP; IDR 'BB') on Rating Watch Negative following RGP's
announcement of its intent to acquire PVR Partners, LP (PVR).

As proposed, RGP will acquire PVR in a unit for unit exchange
valued at roughly $5.6 billion including RGP's assumption of $1.8
billion in PVR debt. The Rating Watch Negative reflects the
negative initial impact the transaction is expected to have on
RGP's credit metrics. Additionally, Fitch believes PVR to be a
higher business risk entity relative to RGP, due to the smaller
size of its operations, higher leverage, and negative coal
industry fundamentals.

Fitch expects to resolve the Rating Watch Negative at or near deal
close following a full review of the final capital structure and
the long-term financial impact from the acquisition. Fitch expects
RGP's debt-to-adjusted EBITDA to be high, roughly 5.9x, for 2013
excluding material project adjustments driven by its recent
Southern Union Gathering Company, LLC (SUGS) acquisition and
roughly 4.6x for 2014 and 2015, assuming a 1Q 2014 close for the
PVR acquisition, and a distribution coverage around 1.0x to 1.1x.
Debt/Adj. EBITDA above the 4.5x to 5.0x range and distribution
coverage below 1.0x on a sustained basis would likely lead to a
one-notch downgrade.

On a positive note, the transaction significantly increases RGP's
size and scale, which are critical components toward successfully
operating MLPs, providing more diversified cash flows along with
opportunities for growth. Additionally, the transaction provides
strategic benefits from a geographic perspective in not only
getting RGP a significant foothold in the growing Marcellus region
but also providing Midcontinent assets that are complementary to
RGP's existing operations.

Key Ratings Drivers

Increased Size/Scale: RGP has been able to increase the size and
scale of its gathering and processing operations. This announced
acquisition and recent acquisition of SUGS has helped increase
RGP's presence in the Marcellus, Midcontinent and Permian basins
where production and the need for gathering and processing
services is expected grow. Additionally, PVR provides decent
organic growth opportunities for RGP.

General Partner Relationship: While Fitch's ratings are largely
reflective of RGP's credit profile on a stand-alone basis, they
also consider the company's relationship with Energy Transfer
Equity, L.P. (ETE; IDR 'BB'), the owner of its general partner
interest. ETE's general partner interest gives it significant
control over the MLP's operations, including most major strategic
decisions such as investment plans. The relationship has also
provided investment opportunities that might otherwise be
unavailable to RGP.

Increased Leverage: For 2013, Fitch expects RGP's debt-to-adjusted
EBITDA to be approximately 5.9x excluding material project
adjustments for SUGS. Leverage was unchanged from the end of 2012
but up from 5.2x at the end of 2011. With expectations for
significant EBITDA growth, Fitch forecasts leverage to decrease to
approximately 4.6x for 2014 and 2015. Fitch typically adjusts
EBITDA to exclude nonrecurring extraordinary items, and noncash
mark-to-market earnings. Adjusted EBITDA excludes equity in
earnings and includes dividends from unconsolidated affiliates.

JV/Structural Subordination: RGP is the owner of several joint
venture (JV) interests some of which have external debt. RGP is
structurally subordinate to the cash operating and debt service
needs of these JVs and reliant on JV distributions to fund its
capital spending and its own distributions.

Adequate Liquidity: RGP currently has roughly $1.0 billion in
availability under its $1.2 billion revolving credit facility. The
revolving credit facility contains financial covenants requiring
RGP and its subsidiaries to maintain debt to consolidated EBITDA
ratio (as defined in the credit agreement - including JV and
material projects pro forma EBITDA) of less than 5.5x,
consolidated EBITDA to consolidated interest expense ratio greater
than 2.50x and a secured debt to consolidated EBITDA ratio less
than 3.25x. As of June 30, 2013 RGP was in compliance with all of
its covenants, debt to EBITDA was 4.3x, interest coverage was
5.07x and senior secured leverage was 0.79x. Fitch expects RGP to
be in compliance with its covenants pro forma for the PVR
acquisition.

Rating Sensitivities

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Continued large-scale acquisitions, or capital expenditures
   funded by higher than expected debt borrowings;

-- A failure or reluctance to hedge open commodity price exposure;

-- Significant and prolonged decline in demand/prices for NGLs,
   crude and natural gas;

-- Debt/Adj. EBITDA above the 4.5x to 5.0x range and distribution
   coverage below 1.0x on a sustained basis would likely lead to
   a one-notch downgrade.

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- Reduced business risk resulting from a higher percentage of
   fixed-fee operations;

-- A material improvement in credit metrics with sustained
   leverage at 4.0x or below.

Fitch places the following ratings for RGP on Rating Watch
Negative:

-- Long-term IDR 'BB';
-- Senior secured revolver 'BB+';
-- Senior unsecured notes 'BB';
-- Series A preferred units 'B+'.


REGENCY ENERGY: Moody's Affirms Ba3 CFR & B1 Unsec. Notes Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Regency Energy Partners LP's
(RGP) Ba3 Corporate Family Rating (CFR) and its B1 senior
unsecured notes rating. Its positive outlook remains unchanged.
Moody's also affirmed PVR Partners, L.P.'s (PVR) Ba3 CFR and its
B2 senior unsecured notes. Moody's changed PVR's outlook to
positive from negative.

These rating actions were prompted by RGP's announcement that it
will acquire PVR for approximately $5.6 billion on a unit-for-unit
basis, including the assumption of $1.8 billion of PVR debt. Each
company's board of directors has unanimously approved the
definitive merger agreement. Closing is expected in 2014's first
quarter.

Ratings Affirmed:

Issuer: Regency Energy Partners LP

  Corporate Family Rating, Affirm Ba3

  Probability of Default Rating, Affirm Ba3-PD

  Senior Unsecured Regular Bond/Debenture, Affirm B1, LGD 4, 60%

  Senior Unsecured Shelf Rating, Affirm (P)B1

Issuer: PVR Partners, L.P.

  Corporate Family Rating, Affirm Ba3

  Probability of Default Rating, Affirm Ba3-PD

  Senior Unsecured Regular Bond/Debenture, Affirm B2, LGD 5, 76%

Outlook Actions:

Issuer: Regency Energy Partners LP

  Maintain positive outlook

Issuer: PVR Partners, L.P.

  Outlook, Changed To Positive From Negative

Ratings Rationale:

"The proposed acquisition will further expand the scale and scope
of RGP's already sizable midstream gathering and processing (G&P)
operations while augmenting the largely fee-based nature of its
earnings stream," commented Andrew Brooks, Moody's Vice President.
"While RGP's debt leverage is currently elevated, and will remain
so pro forma for the acquisition, Moody's does not regard this as
a leveraging transaction and expect that incremental EBITDA
accruing from recent growth projects and acquisitions by both
companies will lead to lower relative debt leverage in 2014."

RGP is a publicly traded master limited partnership (MLP) whose
midstream operations consist of natural gas G&P, gas pipeline
transmission and natural gas liquids (NGLs) transportation,
processing and fractionation. RGP's general partner (GP) is Energy
Transfer Equity, L.P. (ETE, Ba2 stable), which also owns 12.5% of
its limited partnership (LP) units. Energy Transfer Partners, L.P.
(ETP, Baa3 stable) also holds a 15% LP interest in RGP.

RGP's midstream footprint comprises the Permian Basin, augmented
in April with the purchase of Southern Union Company's G&P system
situated in the Permian, South Texas in the Eagle Ford Shale and
in North Louisiana. PVR's midstream G&P asset base in the
Marcellus Shale, and to a lesser extent in the Mid-Continent
region, will supplement and further diversify RGP's G&P footprint.
Both companies generate the majority of their operating margin
under fee-based contract pricing structures.

PVR's positive outlook reflects Moody's expectation that PVR will
become part of a larger more diversified business, consistent with
RGP's positive outlook. PVR's negative outlook had reflected its
high leverage and the volumetric risk in its Marcellus G&P
operations. However, there is uncertainty regarding how RGP will
treat PVR's debt in the combined company's capital structure. If
RGP guarantees PVR's debt, PVR's debt ratings would be upgraded to
B1 under Moody's Loss Given Default methodology. Otherwise,
Moody's will evaluate whether PVR will continue to provide
sufficient information to maintain the ratings.

Both RGP and PVR posted elevated debt leverage as of June 30,
exceeding 6x, in both instances reflecting recent acquisitions.
While debt leverage pro forma for the acquisition will remain
high, Moody's expects debt to EBITDA of the combined partnership
to decline towards 5x in 2014 as a result of anticipated EBITDA
growth and moderating capital spending on the part of both
companies. Through growth capital spending and acquisitions,
Moody's expects RGP's EBITDA alone to more than double over the
period 2010 to 2013.

RGP's positive outlook reflects its large size and scale,
notwithstanding the financial constraints associated with its MLP
structure, its business and geographic diversification and high
level of fee-based income derived from recent expansions and
acquisitions. Its rating also recognizes RGP's rapid growth and
evolving business mix profile, the execution risks associated with
its growth projects, increased structural complexity and its
elevated leverage. The rating is further supported by RGP's track
record of issuing equity and its commitment to the balanced
funding of growth capital spending. Moody's also takes into
account ETE's control of RGP through its GP interest, recognizing
that ETE also looks to RGP to help fund its own distributions and
debt service obligations

Presuming RGP successfully integrates PVR into its existing asset
base and continues to execute on its growth initiatives, its
rating could be upgraded. At the same time Moody's would expect
RGP to restore debt to EBITDA to below 5x while maintaining
operating margins from fee-based sources around 70%. Ratings could
be downgraded should peak leverage not begin to trend down.
Additionally, should the credit of ETE or ETP materially weaken,
or should ETE or ETP aggressively pressure RGP for a higher
distribution payout, a negative rating action could be considered.


REGENCY ENERGY: S&P Affirms 'BB' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
corporate credit rating on Regency Energy Partners L.P. and
maintained the stable outlook.

"We maintained Regency's senior unsecured recovery rating at '4',"
S&P said.

"We also placed the 'B+' corporate credit rating on PVR Partners
L.P. and the 'B-' senior unsecured rating on CreditWatch with
positive implications.  The recovery rating on PVR's senior
unsecured debt is '6'. We will reassess the recovery ratings on
both companies' senior unsecured debt issued when we have firm
details on the combined company's capital structure," S&P said.

"We believe the $5.6 billion equity-funded acquisition of PVR is
broadly neutral to Regency's credit profile.  We also expect
Regency's pro forma credit measures to remain adequate for the
rating, with debt/EBITDA of about 4.5x in 2014.  PVR's fee-based
asset portfolio (about 70% of its gross margin is under fixed-fee
contracts) will slightly boost Regency's fee-based percentage of
cash flows to about 75% from 70%.  The acquisition also enables
Regency to enter the Marcellus shale gas region and grow its
EBITDA base to about $1 billion, improving its geographic
diversity and operating scale.  These positive factors are
somewhat offset by challenging market conditions across all three
of PVR's operating segments, which have resulted in weakening
financial measures.  Most notably, the currently low natural gas
prices and disparity to natural gas liquids prices have led to
drilling slowdowns and reduced throughput margins at PVR's
Marcellus operations," S&P said.

"We believe, however, that PVR's operations have stabilized to
some degree and the risk for substantial downside is limited,"
said Standard & Poor's credit analyst William Ferara.

"The positive CreditWatch on PVR reflects our expectation that we
will raise its ratings in line with those of Regency. PVR will be
integrated within Regency's operations with Regency assuming PVR's
adjusted debt of about $1.8 billion.  We are forecasting PVR's
stand-alone debt to EBITDA of 5x with distribution coverage just
under 1x in 2013," S&P said.

"We expect to resolve the positive CreditWatch on PVR when the
transaction is complete in the first quarter of 2014.  We expect
to raise PVR's corporate credit rating to 'BB'," S&P said.

"The stable outlook on our rating on Regency reflects our
expectation the company's pro forma debt to EBITDA will be about
4.5x in 2014 and it will successfully integrate the PVR
acquisition.  We also expect the partnership to manage and finance
its capital spending program while keeping an adequate liquidity
position.  We could lower the ratings if debt to EBITDA were to
surpass 5x on a sustained basis.  We are unlikely to raise the
ratings unless the partnership maintains total adjusted debt to
EBITDA at 3.5x to 4x, and increases the cash flow it receives from
fee-based organic projects," S&P said.


RESIDENTIAL CAPITAL: Committee Statement Filed
----------------------------------------------
BankruptcyData reported that Residential Capital's official
committee of unsecured creditors filed with the U.S. Bankruptcy
Court a statement with respect to the Debtors' motion for an order
approving an amendment to its engagement letter with the Debtors'
chief restructuring officer, Lewis Kruger.

The committee states, "After carefully considering and discussing
the Success Fee with the Debtors, the Committee does not object to
the Success Fee being proposed by the Motion. The Committee
recognizes that, since his appointment as CRO, Mr. Kruger has
played an important role in guiding the Debtors through the
mediation process and working with the Committee towards plan
confirmation. Given the important role that Mr. Kruger has played
and will continue to play in his role as CRO, the Committee
believes the Success Fee is appropriate."

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RG STEEL: Baltimore County Opposes Rejection of 2001 Lease
----------------------------------------------------------
The Baltimore County said it will object to the proposed rejection
of its lease agreement with RG Steel Sparrows Point LLC to the
extent it alters a provision of Judge Kevin Carey's previous order
that authorized the sale of the steel maker's Sparrows Point
assets.

The Baltimore County was referring to Paragraph 39 of the
bankruptcy judge's order dated August 15, 2012, which preserves
its objection to the sale of the Sparrows Point assets.

"Baltimore County intends to continue to preserve its interest in
the lease agreement," said its lawyer, Darek Bushnaq, Esq., a
partner at Venable LLP's Bankruptcy and Creditors' Rights Group.

RG Steel on Sept. 27 proposed to reject the agreement with
Baltimore County, which allowed the latter to lease land at
Sparrows Point for important community purposes.

Mr. Bushnaq can be reached at:

     Darek S. Bushnaq, Esq.
     1200 North Bloom Street
     Wilmington, Delaware 19806
     Tel: 302-656-3929
     Fax: 302-656-8503
     Email: dsbushnaq@venable.com

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: Wins Court Approval of Deal With Kinder Morgan
--------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey approved an agreement, which
requires Kinder Morgan Bulk Terminals LLC to withdraw its
affirmative defense in a case filed by RG Steel Sparrows Point LLC
against the company.

Under the deal, both sides agreed that Kinder Morgan's assertion
of the affirmative defense did not violate the so-called automatic
stay but was merely an attempt to preserve its ability to seek
setoff under the Bankruptcy Code.  The agreement can be accessed
for free at http://is.gd/yI3xIj

RG Steel sued the company in 2009 to recover damages resulting
from the collapse of a crane at the Sparrows Point facility that
allegedly caused property damage and interfered with raw materials
intake process at the facility.

In September 2012, Kinder Morgan filed a $2.3 million claim in RG
Sparrow's bankruptcy case for services rendered at the Sparrows
Point facility.  In July 2013, Kinder Morgan amended its answer in
the litigation to assert setoff as an affirmative defense solely
to preserve its right to pursue setoff of its claim against any
judgment obtained by the steel maker in the litigation.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RIVERSIDE MILITARY: Fitch Affirms 'BB+' Revenue Bonds Rating
------------------------------------------------------------
Fitch affirms the 'BB+' rating on approximately $71 million of
Gainesville Redevelopment Authority's series 2007 revenue
refunding bonds issued on behalf of Riverside Military Academy
(RMA, or the academy).

The Rating Outlook is Stable.

Security

The bonds are an absolute and unconditional obligation of RMA,
further secured by a fully funded debt service reserve and a first
lien on the academy's campus.

Key Rating Drivers

Rating Affirmed: The rating reflects RMA's unrestricted liquidity
which is materially depleted by providing support to the academy's
consistently negative operations. While fiscal 2013 operations
showed improvement, a high debt burden and systemic mismatch of
revenue and expenses continue to hamper RMA's ability to balance
operations.

Operating Results Remain Negative: The academy's fiscal 2013
operations outpaced the business plan due to enrollment growth but
margins remain deeply negative.

Liquidity Under Pressure: The academy's decline in available funds
due to investment losses in fiscal 2012 contribute to a weakened
liquidity position which faces further dilution as it funds
operating shortfalls in future years.

High Debt Burden: Maximum annual debt service (MADS) is very high
and constitutes a debt burden of 32.6%, though this is slightly
offset by lack of additional debt plans.

Rating Sensitivities

Enrollment Growth: The ability of RMA to generate and sustain
enrollment gains is imperative to achieve cash basis breakeven
operations inclusive of the endowment draw.

Liquidity Decline: Continued use of endowment resources without
growing income support from operations will pressure liquidity
beyond forecasted levels and could negatively influence the
rating.

Credit Profile

RMA was founded in 1907 as a military-style boys college
preparatory school and offers boarding and day school programs for
grades 7-12. The academy is situated on a 206 acre campus located
in the foothills of the Blue Ridge Mountains, north of Atlanta in
Gainesville, Georgia.

Operating Results Improve Yet Remain Deeply Negative
RMA's operating performance, characterized by negative margins, is
expected to continue at a loss through the intermediate term.
While fiscal 2013 results were better than forecasted, RMA has to
consistently rely on a declining endowment fund to service annual
debt. While RMA has been diligent in executing a board adopted
business plan to return to profitability, GAAP based positive
margins are unlikely until post fiscal 2017. As RMA does not
include depreciation in assessing the return to breakeven, Fitch
expects the academy to need additional years of improved
operations post 2017 to generate a GAAP positive margin. RMA's
recovery to positive margins are also hampered by increased costs
related to student recruitment and marketing, however Fitch
considers these expenditures necessary as they were followed by
enrollment growth in excess of forecasted levels in fall 2012-
2013.

Liquidity Concerns

RMA's primary credit strength, its liquid resources, consisting of
unrestricted cash and investments totaled $37.9 million as of
fiscal 2013. These levels have diminished substantially from
nearly $82 million in 2008. The academy's available funds (AF)
provide healthy coverage of operating expenses (183%), and modest
coverage of long-term debt (52.1%). While annual endowment draws
were planned and incorporated into the forecast, RMA also suffered
investment losses in the previous fiscal year, further weakening
liquidity.

Investment losses in fiscal 2012 also prompted the academy to
adopt a very conservative investment allocation. The academy
increased its fixed income securities allocation to 95% earlier
this year with the remainder to be held in cash equivalents. This
conservative allocation, while limiting upside gain, should enable
RMA to preserve its balance sheet resources.

Increased Fundraising

Active fund raising initiatives, which were previously limited,
are built into RMA's operational activities and are expected to
offset annual expense growth. Contributions and grants including
scholarship funds have increased from $848k in 2011 to over $2
million in fiscal 2013. RMA received pledges of $985,000 as of May
2013 and realized $275,000 of that amount as of October 2013.
Fitch anticipates RMA will leverage its new fund raising practices
to actively procure contributions for its capital needs going
forward. Notwithstanding the aforementioned funding sources, RMA's
ability to sustain improvement in its balance sheet resources can
be impeded by volatility in the investment markets, which could
reduce economic wherewithal of RMA's targeted benefactors and fund
raising audience.

Enrollment Growth Evident

Enrollment levels have improved over the years, however the
academy will continue to require consistent growth and solid
retention for operations to improve. 460 students were enrolled at
the end of the 2012-2013 school year, which was above target.
Preliminary fall 2013 figures were lower than expected for new
students (181 compared to 200), however, RMA's practice of
enrolling students throughout the year should enable it to meet
the goal of 443 students at years end. Fitch expects year end
enrollment for RMA to meet or exceed the business plan and will
monitor ending enrollment for fiscal 2014 to measure RMA's success
with its admission initiatives.

The retention rate, 69% for fall 2013, is lower than fall of 2012
when 75% of former RMA students returned, an improvement from the
previous four-year average (65%) retention rate. Fitch is less
concerned with the drop in the retention rate as the 75% rate was
an anomaly for RMA. RMA increased tuition and fees 4% for 2012-
2013 and at about $31k annually, including room and board remains
comparable to other boarding schools nationwide.

High Debt; Minimal Future Needs

The debt burden remains high. MADS of $5.6 million consumes 32.6%
of fiscal 2013 unrestricted operating revenues. Debt outstanding
totals $71 million and is secured by all revenues of RMA and a
fully funded debt service reserve. RMA can draw upon a line of
credit secured by its long-term investments which is currently
outstanding in the amount of $1 million. RMA does not have
significant capital needs and does not have any additional debt
plans.


RURAL/METRO CORP: Revised Hiring Approved
-----------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved,
with revisions, Rural/Metro's motion to retain KPMG as independent
auditor at the following hourly rates: partner at $450 to 625,
director/senior manager at 375 to 575, manager at 300 to 450,
senior associate at 200 to 350 and associate at 150 to 250.

As previously reported, "The Debtors have selected KPMG as their
independent auditors because of the firm's diverse experience and
extensive knowledge in the fields of accounting and bankruptcy.
KPMG has significant qualifications and experience as auditors.
The firm's experience in audit is widely recognized, and it
regularly provides such services to large and complex business
entities. Significantly, KPMG has extensive experience in
delivering audit services in Chapter 11 cases."

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District
of Delaware.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.


S&Y ENTERPRISES: Dist. Ct. Upholds Denial of Bedford JV Claim
-------------------------------------------------------------
Bedford JV, LLC, appealed from the September 28, 2012 order and
accompanying memorandum decision of the Honorable Elizabeth S.
Stong of the U.S. Bankruptcy Judge for the Eastern District of New
York, which denied Bedford JV's application, pursuant to 11 U.S.C.
Sec. 503(b)(3)(D) and (b)(4), for allowance of an administrative
expense claim in the chapter 11 bankruptcy cases of S & Y
Enterprises, LLC and Sky Lofts, LLC.  The Debtors, CAB Bedford LLC
and the United States Trustee opposed the appeal.

In a Sept. 3, 2013 Memorandum and Order available at
http://is.gd/FxYxylfrom Leagle.com, District Judge Dora L.
Irizarry affirmed the bankruptcy court's order.

The appeals cases are BEDFORD JV, LLC, Appellant, v. SKY LOFTS,
LLC, Appellee, and BEDFORD JV LLC, Appellant, v. S & Y
ENTERPRISES, LLC, Appellee, Case Nos. 12-CV-5850, 12-CV-5851 (DLI)
(E.D.N.Y.).

Appellant Bedford JV, LLC, is represented by Janice Mac Avoy, Esq.
-- janice.macavoy@friedfrank.com -- of Fried Frank Harris Shriver
& Jacobson LLP.

Defendant U.S. Trustee Tracy Hope Davis is represented by Alicia
M. Leonhard, Esq. -- Alicia.M.Leonhard@usdoj.gov -- of the Office
of the United States Trustee.

Appellee Sky Lofts, LLC is represented by Pincus David Carlebach,
Esq. -- david@carlebachlaw.com -- of Law Offices of David
Carlebach.

                 About S & Y Enterprises, LLC

Brooklyn, New York-based S & Y Enterprises, LLC, own and maintain
real estate.  The Company filed for Chapter 11 protection (Bankr.
E.D.N.Y. Case No. 10-50623) on Nov. 11, 2010.  David Carlebach,
Esq., who has an office in New York, assists the Debtor in its
restructuring effort.  In its amended schedules, the Company
disclosed $20.2 million in assets and $8.71 million in
liabilities.

On March 19, 2012, the Debtor obtained court confirmation of its
Third Amended Plan of Reorganization.


SAFEWAY INC: Plans Chicago Exit, Reports Profit Decline
-------------------------------------------------------
Annie Gasparro, writing for The Wall Street Journal, reported that
Safeway Inc. said it will exit the Chicago market by unloading its
72 Dominick's grocery stores in the area, its latest move to shed
unprofitable operations under pressure from an activist investor.

According to the report, Safeway said the move will allow it to
spend less money this year, and could produce a tax benefit of
$400 million to $450 million, which would partly offset expenses
related to the pending sale of its Canadian business. However,
Safeway could be liable to pay pension-withdrawal charges of as
much as $375 million over the next 20 years, unless the buyer of
the Dominick's stores takes on those responsibilities.

Safeway, which operates about 1,400 U.S. grocery stores under its
own name and regional chains, said it hopes to sell the Dominick's
stores by the end of next year, the report related.  The company
said on Oct. 10 that it had sold four of them to New Albertsons
Inc., which operates the Jewel-Osco grocery chain spun out from
Supervalu Inc. earlier this year.

Safeway didn't estimate how much the Dominick's stores might
fetch, the report further related.  Chief Executive Robert Edwards
said the company has just begun shopping around the struggling
grocery chain. "We have received significant interest. And so
we're working on that in earnest with a number of different
parties," he said on a conference call with investors. "The
objective will be to sell all or as many of the stores that we can
as quickly as we can."

Activist shareholder Jana Partners LLC last month said it had
acquired a stake of roughly 6% in Safeway, the report added.  Jana
has had discussions with the company about several regions,
including Chicago, but also Texas and Arizona, Southern California
and Mexico, said a person familiar with the firm's investment.
Jana considers the plan to leave the Chicago market a good first
step, but plans to continue talking with management about more
moves, this person said.

Pleasanton, California-based Safeway Inc. (NYSE: SWY) is a Fortune
100 company and one of the largest food and drug retailers in
North America, based on sales.  The Company operates 1,638 stores
in the United States and western Canada and had annual sales of
US$44.2 billion in 2012.


SANTA CRUZ COUNTY RDA: Moody's Withdraws Ba2 Rating on Successor
----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba2 rating on the
Successor Agency to Santa Cruz County Redevelopment Agency's Tax
Allocation Bonds for business reasons.

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


SCICOM DATA: May Sell Assets to Venture Solutions
-------------------------------------------------
The Hon. Michael E. Ridgway of the Bankruptcy Court for the
District Minnesota has authorized SCICOM Data Services, Ltd., to
sell substantially all of its operating assets, excluding the
Debtor's real property, to Venture Solutions, Inc., pursuant to an
assets purchase agreement.

The Court also approved all of the terms of the employee success
bonus program, as set forth in the purchase agreement.  Alerus
Financial, N.A., is approved as the employee success bonus program
administrator.  The purchaser's payment of a portion of the
earnout payment directly to the employee success bonus program
administrator is also approved.

The APA provides that the purchaser will:

   a) pay to the Debtor 97% of the balance of the net current
accounts receivable; plus 100% of the book value of the saleable
inventory; plus 100% of the book value of the prepaid assets, but
specifically excluding any excluded assets; plus 100% of the book
value of the equipment; plus $500,000; minus outstanding postage
liability; and minus all assumed liabilities; and

   b) pay an earn-out payment of 5% of the amount of net customer
revenue for the first year after closing provided that the net
customer revenue exceeds $10 million.  20% of the payment will be
paid to the Debtor and the remainder will fund the employee
success bonus program.

In addition, the purchase agreement requires the Debtor to enter
into several additional agreements with the purchaser:

   i) an assumption agreement, pursuant to which, among other
things, the Debtor will assign certain contracts or leases to the
purchaser.

  ii) a records agreement pursuant to which the purchaser will
provide access to pre-closing financial, vendor and employee books
and records acquired by the purchaser pursuant to the Purchase
Agreement, including electronic records.

iii) an occupancy agreement pursuant to which the Debtor will
provide the purchaser with access to and quiet possession of the
Debtor's real property until March 31, 2014, unless the occupancy
agreement is earlier terminated.

The Court, in its order, stated that the Debtor has demonstrated
compelling circumstances and good, sufficient and sound business
purposes for the sale of the purchased assets pursuant to section
363(b) of the Bankruptcy Code outside of a plan of reorganization
and without an auction process.

Lighthouse Management Group, Inc., acted as the Debtor's advisor
on the sale, and worked with the Debtor to negotiate and finalize
the purchase agreement and the conveyance of the purchased assets
to the purchaser.

All objections to the sale motion or the motion to assume and
assign or the relief requested therein that have not been
withdrawn, waived, or settled, including all reservations of
rights which are not otherwise provided for by the order, are
overruled on the merits.

                          About SCICOM

Headquartered in Minnetonka, Minnesota, SCICOM provides data
processing solutions that transform critical data into effective
customer communications, on any platform, at any time.  SCICOM's
business focus has been employee benefits, retirement and
investment services, and statement processing.

SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis,
Minnesota, with a deal to sell assets to Venture Solutions without
an auction.

Arden Hills, MN-based Venture Solutions is a provider of print and
digital transactional Communications and is a subsidiary of Taylor
Corporation.

Judge Michael E. Ridgway presides over the case.  The Debtor has
tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management
Group, Inc., as financial consultant; and Shenehon Company as
valuation expert.

The Debtor disclosed $13,254,128 in assets and $17,801,787 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Timothy L. Johnson, senior vice president and CFO.

Daniel M. McDermott, the U.S. Trustee for Region 12, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of Scicom Data Services, Ltd.


SECUREALERT INC: Issues 3.9 Million Restricted Shares to Sapinda
----------------------------------------------------------------
Sapinda Asia Limited exercised its right to convert the principal
amount and all accrued interest under a Loan Agreement into common
stock of SecureAlert, Inc.  The amount of principal and accrued
interest as of Sept. 30, 2013, totaled $17,576,627, and as a
result of the conversion, the Company issued a total of 3,905,917
restricted shares of Common Stock to Sapinda on Sept. 30, 2013.
Following issuance of the Shares, the total number of issued and
outstanding shares of the Company's common stock was 9,805,503.

On Dec. 3, 2012, SecureAlert entered into a Loan and Security
Agreement with Sapinda.  The principal amount of the loan made to
the Company under the Loan Agreement was $16,640,000.  Proceeds of
the loan were used to redeem certain royalty rights held by
Borinquen Container Corporation, and for working capital.  Under
the terms of the Loan Agreement, Sapinda had the right at its sole
discretion to convert the principal amount of the loan and any
accrued interest into Common Stock of the Company at a rate of
$4.50 per share (giving effect to the 200:1 reverse stock split
effected by the Company on March 25, 2013), at any time after
March 1, 2013.

The Company intends to file a registration statement with the
Securities and Exchange Commission registering the Shares and
other shares of Common Stock currently outstanding on behalf of
the Company and the selling shareholders of such securities.

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2013, showed
$27.63 million in total assets, $9.73 million in total
liabilities, and $17.90 million in total equity.


SENTINEL MANAGEMENT: Ex-Management Trader Pleads Guilty in Fraud
----------------------------------------------------------------
Andrew Harris, writing for Bloomberg News, reported that former
Sentinel Management Group Inc. portfolio manager Charles K. Mosley
pleaded guilty to two counts of investment-adviser fraud before a
federal judge in Chicago and faces as long as 10 years in prison.

According to the report, Mosley and the cash-management firm's
chief executive officer, Eric A. Bloom, were indicted last year on
charges they misled Sentinel clients about how their money was
being handled. They allegedly defrauded at least 70 customers of
more than $500 million. Sentinel filed for bankruptcy in 2007.

While each man initially faced 20 criminal counts, Mosley, 49, of
Vernon Hills, Illinois, agreed to plead guilty to just two and to
cooperate with prosecutors, the report related.  He entered his
plea today before U.S. District Judge Ronald A. Guzman after
Assistant U.S. Attorney Clifford Histed summarized the charges.

"How do you now plead to counts one and two, guilty or not
guilty?" Guzman asked Mosley, the report cited.  "Guilty, your
honor," Mosley replied.

The case is U.S. v. Bloom, 12-cr-00409, U.S. District Court,
Northern District of Illinois, Eastern Division (Chicago).

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007.  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust.  The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.


SOUTHERN MONTANA: To Present Plan for Confirmation on Nov. 12
-------------------------------------------------------------
On Oct. 1, 2013, the U.S. Bankruptcy Court for the District of
Montana approved the Disclosure Statement with respect to Trustee
Lee A. Freeman's Third Amended Plan of Reorganization for Southern
Montana Electric Generation and Transmission Cooperative, Inc.,
filed Sept. 23, 2013.

The hearing on confirmation of the Trustee's Third Amended Plan
will be held Tuesday, Nov. 12, 2013, at 1:30 p.m.

Oct. 29, 2013, is fixed as the last day for filing and serving
written objections to confirmation of the Plan, and for filing
written acceptances or rejections of the Plan.

The Court further ordered that the Plan Supplement be filed on or
before Oct. 18, 2013.

                    Trustee's Third Amended Plan

The Trustee's Third Amended Plan provides for the continued
operation of the Debtor, a settlement with the Noteholders which
resolves the issue of the value of the Noteholders' collateral and
under which the Noteholders' current claim for a $46 million
"make-whole amount" is waived, significant recoveries to secured
creditors, a distribution to unsecured creditors that is equal to
if not greater than what they would receive if the Debtor were to
be liquidated, and reasonable rates to the Debtor's members for at
least the next decade.

In addition to the settlement with the Noteholders, one of the
other key elements of the Plan is a 10-year, all requirements
power supply agreement between Reorganized Southern and Morgan
Stanley Capital Group, Inc. (the "MSCGI Agreement") under which
all of the Debtor's power and energy needs will be met with under
market-based prices that are, in real dollars, at historical lows.
The MSCGI Agreement replaces a pre-petition, long-term power
supply agreement with PPL Montana ("PPL") that required the Debtor
to purchase quantities of power that greatly exceeded its needs
and at prices that turned out to be significantly over-market.

According to papers filed with the Court on Sept. 23, 2013, the
MSCGI Agreement will save the Debtor over $100,000,000 as compared
to what it would have had to pay PPL through Dec. 31, 2019, the
expiration date of the PPL.  The significant savings achieved by
the replacement of the PPL contract will allow the Debtor to pay
off the debt on Highwood Generating Station ("HGS") on
restructured terms and still charge rates to its members that are
significantly lower than what they would have been had the PPL
contract been performed.  Further, by paying off the HGS debt on
restructured terms, the Debtor will be able to retain the
optionality presented by continued ownership of a gas-fired power
generation facility in an environment in which coal-fired plants
across the country are being shut down or scheduled to shut down
due to environmental issues as well as the cost-effectiveness of
operating gas-fired plants at current natural gas prices.
Finally, by continuing to operate rather than liquidate, the value
of the Debtor's claims against certain members that are attempting
to terminate their wholesale power contracts is preserved for the
benefit of creditors.

Claims in Classes 2(A) (Prudential), 2(B) (Modern Woodmen), 2(C)
(First Interstate Bank Secured Loan), 3 (CFC), 4 (First Interstate
Bank Unsecured Loan), 5 (Construction Lien Claims), 6 (General
Unsecured Claims), and 7 (Convenience Claims) are impaired under
the Plan and Claims in such Classes will receive distributions
under the Plan to the extent not otherwise waived.  As a result,
holders of Allowed Claims in those Classes are entitled to vote to
accept or reject the Plan.

Holders of Claims in Classes 1 (Priority Non-Tax Claims), 8
(Member Patronage Capital and similar Claims), and 9 (Member
Interests) are unimpaired by the Plan.  As a result, holders of
Claims or Member Interests in those Classes are conclusively
presumed to have accepted the Plan pursuant to section 1126(f) of
the Bankruptcy Code.

General Unsecured Claims in Class 6 will receive their Pro Rata
share of the Unencumbered Cash in the Estate.  Distribution of the
Pro Rata payment will be made within 30 days after the Effective
Date, with additional distributions from any Unencumbered Cash
proceeds received from the Litigation Recoveries to be made as and
when available, provided, however, Allowed General Unsecured Claim
holders will have no interest in and will receive no distribution
from the Operating Cash Reserve.

Member Patronage Capital and similar Claims in Class 8 will retain
their Allowed Claims in accordance with and as provided by the
Debtor's Bylaws.

Member Interests and Member Certificates in Class 9 will be
retained by the Members in accordance with and as provided by the
Debtor's Bylaws.

A copy of the Disclosure Statement for the Trustee's Third Amended
Plan for the Debtor is available at:

    http://bankrupt.com/misc/SOUTHERN_MONTANA_ds_3amended-1.pdf

                    Mid-Yellowstone's Objection

Prior to approval of the Disclosure Statement, Gary Ryder, Esq.,
attorney for Mid-Yellowstone Electric Cooperative, Inc., filed an
objection on Sept. 24, 2013, saying that he has reviewed the 3rd
revised Disclosure Statement and it is still inherently flawed as
it still purports to represent a confirmable plan.  Mid-
Yellowstone Electric continues their objection to the most recent
Disclosure Statement.

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


STEREOTAXIS INC: Amends 6.3MM Shares Subscription Rights Offering
-----------------------------------------------------------------
Stereotaxis, Inc., has amended its registration statement on Form
S-1 relating to the distribution, at no charge, to the Company's
holders of common stock and of certain of the Company's warrants,
transferable subscription rights to purchase an aggregate of up to
6,315,953 shares of the Company's common stock, par value $0.001
per share, at $3.00 per Share.

The Company has agreed with Broadridge Corporate Issuer Solutions,
Inc., to serve as the rights agent for the rights offering.  The
rights agent will hold in escrow the funds the Company receives
from subscribers until the Company completes or cancel the rights
offering.

The rights offering will expire at 5:00 p.m., New York City time,
on the date that is twenty-one days after the commencement of the
rights offering.  The rights offering is currently expected to
expire at 5:00 p.m. New York City time, on [   ] , 2013.  The
Company has the option to extend the expiration of the rights
offering and the period for exercising your subscription rights.

Once the rights offering has commenced, the subscription rights
will be transferable until the expiration of the rights offering.
The Company intends to apply to list such rights on The NASDAQ
Capital Market.                   .

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

                        http://is.gd/yeWMAr

                         About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc. is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

As of June 30, 2013, the Company had $23.99 million in total
assets, $49.63 million in total liabilities and a $25.63 million
total stockholders' deficit.


SURGICAL ASSOCIATES: Okla. App. Ct. Reverses Smith Suit Dismissal
-----------------------------------------------------------------
The Supreme Court of Oklahoma reversed the trial court's dismissal
of the case CHARLENE C. SMITH, Individually and as Surviving
Spouse of Jon Dwight Smith, Deceased, Plaintiff-Appellant, v.
ROGER A. SIEMENS, M.D., SURGICAL ASSOCIATES, INC., BRIAN D.
WORLEY, M.D., VERNON TOM SMITH, M.D., PULMONARY MEDICINE
ASSOCIATES, INC., and SAINT FRANCIS HOSPITAL, INC., Defendants-
Appellees, Case No. 111244 (Sup. Ct. Okla.) and the cause is
remanded for further proceedings.

A copy of the appellate court's Sept. 12, 2013 Order is available
at http://is.gd/sfDmXWfrom Leagle.com.

Surgical Associates filed for Chapter 11 bankruptcy (Bankr. N.D.
Oka. Case No. 13-10081) on Jan. 17, 2013.  Judge Dana L. Rasure
oversees the case.  Steven W. Soule, Esq., at Hall, Estill,
Hardwick, Gable, et al., serves as the Debtor's counsel.  In its
petition, the Debtor estimated $500,001 to $1 million in both
assets, and $1 million to $10 million in debts.  A list of the
Company's 20 largest unsecured creditors filed with the petition
is available for free at http://bankrupt.com/misc/oknb13-10081.pdf
The petition was signed by Mark R. Reese, M.D., president.


T-L BRYWOOD: Has Until Jan. 31 to Solicit Plan Votes
----------------------------------------------------
The Hon. J. Philip of the Klingeberger of the U.S. Bankruptcy
Court for the Northern District of Indiana extended until Jan. 31,
2014, T-L Brywood LLC's exclusive period to solicit acceptances
for its Chapter 11 Plan.

In a separate order, the Court overruled the objection of RCG-KC
Brywood, LLC, on the extension.

As reported in the Troubled Company Reporter on Sept. 25, 2013,
the Debtor replied to RCG-KC Brywood's objection to the Debtor's
motion to extend the period to solicit acceptances for the Joint
Plan.  According to the Debtors, among other things:

   1. the probability of confirmation of a plan in a reasonable
      time is not an issue in determining whether to extend the
      solicitation exclusive period, and the relevant factors
      establish that a further extension of the solicitation
      exclusive period is warranted;

   2. substantive consolidation is not warranted because the
      debtors are separate entities; and

   3. RCG does not have the burden of showing that it would be
      prejudiced by substantive consolidation.

RCG-KC Brywood, successor by assignment to The PrivateBank & Trust
Company, by and through Thomas M. Lombardo, Esq., at Ginsberg
Jacobs LLC, had asked the Court to reject the Debtor's Joint
Disclosure Statement.

As reported in the TCR on Aug. 30, 2013, the Debtor asked the
Court to overrule the limited objection of RCG-KC Brywood to the
approval of the Disclosure Statement.  The Debtor explained that,
among other things:

   1. The Debtors are entitled to seek and obtain substantive
      consolidation of their estates pursuant to the Joint Plan.
      The substantive consolidation will not prejudice RCG and
      will benefit Brywood and its creditors, including RCG.

   2. The use of substantive consolidation as a means for
      implementing the Joint Plan is permissible under Section
      1123(a)(5)(C) of the Bankruptcy Code.

As reported in the TCR on Aug. 20, 2013, RCG-KC Brywood filed a
limited objection asking the Court to deny approval of the Joint
Disclosure Statement explaining the Debtor's Plan.

A summary of the Plan was reported in the TCR on June 26, 2013.
According to the Disclosure Statement, the Plan provides for full
payment of Class 1 Claim of RCG-KC Brywood, Class 2 Claim of
CT Bank, Class 6 Claim of JC Collector, and Class 7 Claim of The
Conyers Tax Collectors.

Classes 3 to 5 Claim of CT Bank will receive monthly interest
payments until the claim is paid in full.

Class 8 Claim of the Smyrna Tax Collectors will be paid in full in
cash on the Effective Date or soon as practicable thereafter.

The Plan is premised upon the deemed substantive consolidation of
the Debtors solely for purposes of implementing the Plan,
including for purposes of voting, confirmation, distributions to
creditors and administration.  On the Effective Date, and for Plan
implementation purposes only:

   1. the assets and liabilities of each of the Debtors will be
      treated as though such assets and liabilities were assets
      and liabilities of a single entity;

   2. the collective cash flow of all of the Debtors maybe
      utilized to pay for the operating expenses and the payments
      required under the plan for all Debtors; and

   3. inter-Debtor claims as of the filing of the Chapter 11
      cases, if any, are extinguished.

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

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.


T-L BRYWOOD: Objections to Cash Collateral Motion Due Oct. 16
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
issued a notice that objections to T-L Brywood LLC's use of cash
collateral are due Oct. 16, 2013.

In the event any objection or request for hearing is filed, the
Court will set hearing at a later date upon further notice.
Absent any objections or requests for hearing, the Court may enter
an order relating to the Debtor's motion for use of cash
collateral, without further notice and hearing.

As reported in the Troubled Company Reporter on June 7, 2013, in
exchange for the Debtor's continued interim use of cash
collateral, RCG-KC Brywood, LLC, is granted adequate protection
for its purported secured interests.  The lender will be granted
valid, perfected, enforceable security interests in and to the
Debtor's post-petition assets.

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.


TAYLOR BEAN: Stradley Ronon Can't Dodge $200MM Malpractice Suit
---------------------------------------------------------------
Law360 reported that a Pennsylvania state judge on Oct. 9 ruled
that Stradley Ronon Stevens & Young LLP can't dodge a suit
alleging it botched loan agreements prepared for Sovereign Bank NA
that backed $200 million fronted to a now-defunct mortgage
company, denying its motion for judgment on the pleadings.

According to the report, in a two-page order, Philadelphia Court
of Common Pleas Judge Patricia McInerney rejected the
Philadelphia-based firm's efforts to avoid a trial in the dispute
stemming from the 2009 bankruptcy of mortgage servicing firm
Taylor Bean & Whitaker Mortgage Corp.

                        About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TEVA PHARMACEUTICALS: To Shed 5,000 Employees
---------------------------------------------
Peter Loftus, writing for The Wall Street Journal, reported that
Teva Pharmaceutical Industries Ltd. plans to reduce its global
workforce by 10%, or 5,000 employees, underscoring growing
competitive pressures in the generic-drug industry.

According to the report, as the generics industry has grown,
companies are facing intense price competition, as well as fewer
new opportunities in the once-lucrative business of being the
first to sell copies of blockbuster brands that lose patent
protection. Teva's sales and earnings have declined this year
partly because of weakness in its core generics business in the
U.S. and Europe.

Teva needs to adapt to changes in the business landscape,
including "competition to brand products, price erosion of generic
products, an increase in the cost of labor and raw materials, and
rising tax rates," a spokeswoman for the company said on Oct. 10,
the report related.  "The program will strengthen our organization
and our ability to provide patients with access to high-quality,
affordable medicines, while remaining competitive in the global
marketplace."

Israel-based Teva said its planned cost cuts will save $2 billion
annually by the end of 2017, the report further related.

Teva's pressures are the flip side of the challenges facing the
big pharmaceutical companies that make patent-protected, brand-
name drugs, the report said.  Merck & Co. has said that it would
slash 20% of its total workforce to cut costs amid sales pressures
and setbacks in its research-and-development efforts. But as Merck
and other big drug makers work their way through a wave of patent
expirations for blockbuster drugs that began several years ago,
generics companies have fewer big-selling pills to copy.

Based in Petach Tikva, Israel, Teva Pharmaceutical Industries
Limited is a fully-integrated global pharmaceutical company.  Its
business includes three primary areas: generic, specialty and
over-the-counter medicines.


THERAPEUTICSMD INC: Amends 3.9 Million Shares Resale Prospectus
---------------------------------------------------------------
TherapeuticsMD, Inc., filed a post-effective amendment to the Form
S-1 registration statement to update the registration statement to
make certain revisions to the information contained in the Form
S-1 which was initially declared effective by the U.S. Securities
and Exchange Commission on Dec. 12, 2012.  No additional
securities are being registered under the Amendment.

The prospectus relates to the resale of up to 3,953,489 shares of
common stock of the Company by certain stockholders of its
stockholders.  The Company will not receive any of the proceeds
from the sale of the Shares offered by the Selling Stockholders.

The Company's common stock is listed on the NYSE MKT under the
symbol "TXMD."  On Oct. 8 , 2013, the reported closing price of
the Company's common stock on the NYSE MKT was $ 3.74 per share.

A copy of the amended Form S-1 prospectus is available at:

                        http://is.gd/bajhj4

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  As of June 30, 2013, the
Company had $43.06 million in total assets, $4.59 million in total
liabilities and $38.46 million in total stockholders' equity.


THERAPEUTICSMD INC: Files Copy of Investor Presentation
-------------------------------------------------------
TherapeuticsMD, Inc., furnished the U.S. Securities and Exchange
Commission a copy of a PowerPoint presentation to be given at
meetings with institutional investors or analysts.  The
Presentation is available for free at http://is.gd/xEt1XT

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.  As of June 30, 2013, the
Company had $43.06 million in total assets, $4.59 million in total
liabilities and $38.46 million in total stockholders' equity.


THOMAS PROPERTIES: Unit Inks Forbearance Agreement with NML
-----------------------------------------------------------
Thomas Properties Group, Inc.'s subsidiary has entered into a
forbearance agreement, dated as of Sept. 30, 2013, with The
Northwestern Mutual Life Insurance Company, as lender, under which
NML has agreed not to exercise its remedies a certain loan
agreement.

TPG's acquisition of CityWestPlace III & IV is a violation of the
transfer provisions of the mortgage loan for that property, which
would give the lender the right to accelerate the debt and pursue
certain remedies against the property, including foreclosure.

This forbearance was conditioned on (x) payment of a $0.5 million
fee, based on 0.5 percent of the outstanding balance; and (y)
TPG's execution of a guarantee of all obligations under the
mortgage loan.  The Forbearance Agreement also provides that the
default arising from TPG's acquisition of CityWestPlace III & IV
will be deemed cured and the guarantee will be released if each of
the following conditions are met on or before March 1, 2014:

    (i) there are no other defaults under the loan;

   (ii) conditions for a one-time transfer of the property set
        forth in the mortgage loan documents are satisfied;

  (iii) NML has consented to the Company's merger with Parkway and
        the merger closes on or before March 1, 2014; and

   (iv) TPG pays NML an additional fee equal to 0.5 percent of the
        outstanding balance of the loan.

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

                        http://is.gd/WcwXHx

                    About Thomas Properties Group

Thomas Properties Group, Inc., is a full-service real estate
company that owns, acquires, develops and manages primarily
office, as well as mixed-use and residential properties on a
nationwide basis.  The company's primary areas of focus are the
acquisition and ownership of premier properties, both on a
consolidated basis and through its strategic joint ventures,
property development and redevelopment, and property management
and leasing activities.  For more information about Thomas
Properties Group, Inc., please visit www.tpgre.com.


TLO LLC: Asks Upward Adjustment to 3 Line Items in Approved Budget
------------------------------------------------------------------
TLO, LLC, filed with the U.S. Bankruptcy Court for the Southern
District of Florida on Oct. 4, 2013, an emergency motion to amend
the Court's Aug. 13, 2013 order granting the Debtor authority to
use cash collateral of Technology Investors, Inc., through
Oct. 31, 2013.  According to the Debtor, the relief sought impacts
its ability to operate and requires immediate attention.

Specifically, the Debtor requests the Court to reflect the
following changes to three line items in the approved budget for
the month of October:

                           From              To
                          -------         --------
(a) Co-Location           $75,000               $0
(b) Rent Expense          $85,000         $245,000
(c) Utilities             $30,000         $135,000

Debtor explains that the upward adjustment results from the delay
in the implementation of the Restructuring Lease Agreement and
Master Service Agreement, such that the reduced expenses contained
in the October budget have not yet been realized.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TLO LLC: Kroll, Glocer File $89MM Objection
-------------------------------------------
Paul Brinkmann, writing for South Florida Business Journal,
reported that big names in the consulting industry are objecting
to $89 million claims filed in the bankruptcy of Boca Raton-based
tech company TLO LLC.

According to the report, Jules Kroll, founder of Kroll Inc. and
Tom Glocer, former CEO of Thomson Reuters, filed they objection to
claims made by a company controlled by the family of deceased TLO
founder Hank Asher.

Asher's daughters, Desiree Asher and Carly Asher Yoost, took over
TLO as co-CEOs after he died, the report related.

The Ashers characterize payments made by an investment vehicle,
Technology Investors Inc., as loans, the report said.

Technology Investors Inc., which was controlled by Hank Asher,
currently owns about 40 percent of the company, the report noted.
The Ashers own other pieces of the company directly.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TORRY AND SONS: In Receivership, Closes Doors
---------------------------------------------
Drew A. Penner at canada.com reports that newly unemployed workers
are scrambling to find jobs as one of the biggest plumbing and
heating firms on Vancouver Island closes its doors.

According to the reports, workers learned that Torry and Sons
Plumbing and Heating Ltd. would be placed in receivership, ending
the rise of the family-run business and sending shockwaves across
the industry.

"The closure of Torry and Sons will have a substantial impact on
the industry, as they were doing work in Victoria, Nanaimo and
other cities on Vancouver Island. . . . This is a big loss for us,
for the community and for the hardworking employees of Torry and
Sons who were counting on their management for continued
employment, the report quoted Brian Findlay, president of Andrew
Sheret Ltd., a Torry and Sons supplier for over 28 years, as
saying.

The report notes that the company emerged out of father Bill
Torry's basement in February 1981 and grew rapidly after son Scott
took over the business in 2004 along with Brian Farnham.

The report relates that a Nanaimo office sprung up right away and
a satellite location was opened in Victoria later on.

The report says that the company grew more than 300 per cent to
135 employees in just six years.

"They were a major mechanical contractor on Vancouver Island,"
Findlay said, adding Andrew Sheret will take a hit with the
closure, the report notes.  "Any receivership has a substantial
impact on our business as we have supplied material for which we
will not be paid.  It hurts.  It hurts a business of our size when
a customer of this magnitude goes into receivership, and it hurts
other businesses in our community who are in the same situation,"
the report quoted Mr. Sheret as saying.

The report says that many aware of the situation are rallying to
be there for the Torry family and to support the people forced out
of work.  Several area businesses have already snapped up former
employees of the company.

Mr. Findlay said he remains upbeat about the future of the
plumbing and heating world, the report notes.

The report discloses that Torry and Sons was already in turbulent
waters when Courtenay resident Jeremy Dick was hired a year ago.


TOWER GROUP: Woes Could Force it to Refocus
-------------------------------------------
Leslie Scism, writing for The Wall Street Journal, reported that
Tower Group International Ltd. got its start insuring corner
groceries and dry-cleaning shops in New York before embarking on a
global expansion through a series of acquisitions.  Now it may be
forced to return to its roots.

According to the report, after announcing on Oct. 7 a much-larger-
than-expected charge to boost its reserves, Tower's ratings were
downgraded and its share price plummeted. Amid a market rally
paced by financial stocks, its shares rose 9.4% on Thursday but
are down 47% this week.

Tower's investment bankers are exploring strategic alternatives,
including a possible sale of the company to a "runoff" firm,
according to people familiar with the matter, the report related.
Such a firm pays claims and manages the investments backing them
but doesn't sell new policies. Analysts said another option is for
the company to focus again on small businesses, cars and homes,
because buyers of these policies are less mindful of financial-
strength ratings than bigger firms.

Tower's travails illustrate the pitfalls of building an insurer
through deals, as some of the company's problems can be traced to
a relatively small acquisition it made in 2009, analysts said, the
report further related.  And it comes as consulting firm Deloitte
is predicting an increase in mergers-and-acquisitions activity in
the insurance sector, in part because other growth opportunities
are limited.

Tower Group is Bermuda-based and through its subsidiaries
underwrites insurance and reinsurance products including
commercial, personal, and specialty insurance, in Bermuda, the
United States and London markets.


TRANS-LUX CORP: Shareholders OK Reverse Split of Common Stock
-------------------------------------------------------------
Trans-Lux Corporation's President and CEO hosted shareholders at
the Company's Cartersville, Georgia, office for the Company's
Annual Meeting of Stockholders, held on Oct. 2, 2013.

During the meeting, the shareholders approved all proposals made
by the Board of Directors, including a reverse/forward stock
split.  President & CEO J.M. Allain commented that, "the
reverse/forward split is intended, among other things, to result
in a price level for our Common Stock that will broaden
institutional investor interest.  By decreasing the number of our
shares of Common Stock outstanding, we believe we will be able to
raise our Common Stock price to a level where it will be viewed
more favorably by potential investors."

Following the Shareholder's meeting, the Board set the ratios for
the reverse split at 1-for-1,000, immediately followed by a
forward split by a ratio of 40-for-1.  The Company is in the
process of implementing the reverse/forward stock split, however
there can be no assurance as to the timing of when the
reverse/forward stock split will be implemented.

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $1.36 million on $23.02 million of total revenues, as compared
with a net loss of $1.41 million on $23.75 million of total
revenues during the prior year.  As of March 31, 2013, the Company
had $20 million in total assets, $18.31 million in total
liabilities and $1.69 million in total stockholders' equity.

"Our independent registered public accounting firm has issued an
opinion on our consolidated financial statements that states that
the consolidated financial statements were prepared assuming we
will continue as a going concern and further states that the
continuing losses and uncertainty regarding the ability to make
the required minimum funding contributions to the pension plan as
well as the sinking fund payments on the Debentures and the
principal and interest payments on the Notes and the Debentures
raises substantial doubt about our ability to continue as a going
concern.  As a result, if the Company is unable to (i) obtain
additional liquidity for working capital, (ii) make the required
minimum funding contributions to the pension plan and (iii) make
the required principal and interest payments on the Notes and
Debentures, there would be a significant adverse impact on the
financial position and the operating results of the Company,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


TRIBUNE CO: County's Late $1-Mil. Tax Claim Denied
--------------------------------------------------
Law360 reported that a Delaware bankruptcy judge on Oct. 8
expunged a late-filed $1.3 million tax claim against reorganized
media giant Tribune Co., rejecting Cook County's contention that
the Bankruptcy Code permits tardy priority claims to trump allowed
unsecured claims.

According to the report, U.S. Bankruptcy Judge Kevin J. Carey
rejected the county's argument that Section 726 of Bankruptcy Code
provides that tardy priority claims in Chapter 11 should be
allowed and paid before any distribution is made to general
unsecured creditors, finding that that section applies only to
cases in Chapter 7.

                        About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TWIN CITIES: State Shuts Down 2 Collection Agencies
---------------------------------------------------
The Bemidji Pioneer reports that state regulators in Minnesota
have accused the owner of two Twin Cities collection agencies of
using his clients' money for "personal extravagances" and of
operating without a license.

The Minnesota Department of Commerce has placed both businesses
into receivership and is seeking to revoke Robert Dunham's debt
collection registration, according to The Bemidji Pioneer.  The
report relates that civil charges against the 50-year-old
Lakeville man include commingling customer funds with money for
operating expenses.

The report notes that Dunham owns Receivables Management Solutions
and Wentworth Assets.

Bemidji Pioneer discloses that the St. Paul Pioneer Press says
Dunham illegally spent his clients' money on lavish foreign
travel, upscale spa and golf resorts and a Corvette.


UNIFIED 2020: Wants Use of Additional Cash Collateral of $12,000
----------------------------------------------------------------
Daniel J. Sherman, Chapter 11 Trustee for Unified 2020 Realty
Partners, LP, asks the U.S. Bankruptcy Court for the Northern
District of Texas for additional authority to use cash collateral
in the amount of at least $12,000 for the purpose of cleaning and
power washing the cooling tower at the Debtor's real property
located at 2020 Live Oak Street, Dallas County, Texas.

The additional use of cash collateral would be subject to the same
protections granted to United Central Bank as described in the
Agreed Fifth Interim Cash Collateral Order dated Sept. 9, 2013.

Trustee explains that at the time of the previous Agreed Fifth
Interim Order, neither the malfunctioning cooling tower nor the
expense to repair was anticipated or known.

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.


UNITEK GLOBAL: 2013 Annual Stockholders' Meeting Set on Dec. 5
--------------------------------------------------------------
UniTek Global Services, Inc. plans to hold its 2013 Annual Meeting
of Stockholders on Dec. 5, 2013.  This date is more than 30 days
after the anniversary of the Company's 2012 Annual Meeting of
Stockholders.  As a result, in accordance with the Company's
Amended and Restated Bylaws, as amended, and the applicable rules
and regulations of the U.S. Securities and Exchange Commission,
written notice from a stockholder interested in bringing business
before the Company's 2013 Annual Meeting of Stockholders or
nominating a director candidate for election at the Company's 2013
Annual Meeting of Stockholders, including, any notice on Schedule
14N, must be received by no later than 5:00 p.m., Eastern time, on
Oct. 22, 2013, at the Company's principal executive office, 1777
Sentry Parkway West, Gwynedd Hall, Suite 302, Blue Bell,
Pennsylvania.

Any such written notice must be directed to the attention of the
Company's Secretary and comply with the applicable advance notice
provisions of the Company's Amended and Restated Bylaws, as
amended.  Stockholder proposals intended to be considered for
inclusion in the Company's proxy materials for the 2013 Annual
Meeting of Stockholders must comply with the requirements,
including the deadline, set forth above as well as the all
applicable rules and regulations promulgated by the SEC under the
Securities Exchange Act of 1934, as amended.

                    About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

Unitek incurred a net loss of $77.73 million in 2012, as compared
with a net loss of $9.13 million in 2011.  As of Dec. 31, 2012,
the Company had $326.40 million in total assets, $278.10 million
in total liabilities and $48.30 million in total stockholders'
equity.

                         Bankruptcy Warning

As of Dec. 31, 2012, the Company's total indebtedness, including
capital lease obligations, was approximately $170 million.  This
amount has increased to approximately $210 million as of Aug. 9,
2013, including amounts borrowed to cash collateralize letters of
credit.  The Company's current debt also bears interest at rates
significantly higher than historical periods.  The Company said
its substantial indebtedness could have important consequences to
its stockholders.  It will require the Company to dedicate a
substantial portion of its cash flow from operations to payments
on its indebtedness, thereby reducing the availability of the
Company's cash flow to fund acquisitions, working capital, capital
expenditures and other general corporate purposes.

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the 2012 annual report.

                             *    *    *

As reported by the TCR on June 11, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Blue Bell, Pa.-
based UniTek Global Services Inc. to 'D' from 'CCC'.  "The
downgrade follows UniTek's announcement that it did not make
a scheduled interest payment on May 29, 2013, on its senior
secured term loan due 2018, which we consider to be a default
under our timeliness of payments criteria," said Standard & Poor's
credit analyst Michael Weinstein.

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.


URS CORP: 3,000 Employees on Furlough Due to Govt. Shutdown
-----------------------------------------------------------
URS Corporation on Oct. 10 disclosed that approximately 3,000
employees have been put on furlough status as of October 7, 2013
as a result of the federal government shutdown.  This includes
employees who are unable to work because the government facility
where they work has been closed or URS has received direction from
the government to stop work or reduce staffing levels.  If the
shutdown continues, URS expects the number of affected employees
to increase.

"The government shutdown, the continuing effects of sequestration,
and uncertainty about the federal budget are all having negative
impacts on URS and many other government contractors," said
H. Thomas Hicks, URS' Chief Financial Officer.  "We hope the
situation is resolved as soon as possible to avoid additional
impact on our federal business and our employees."


USA BROADMOOR: Files Second Amendment to Plan of Reorganization
---------------------------------------------------------------
USA Broadmoor, LLC, amended its Plan of Reorganization on Sept. 30
for the second time to reflect that four claim classes will be
amortized and paid in 48 monthly installments at 5% per annum
commencing on the first day of the month after the Plan Effective
Date and continuing each month until the allowed claim is paid in
full.

The four claim classes involved are Class 3 Secured Claim of
Guardian; Class 4 Secured Claim of Challenger Pools; Class 5
Secured Claim of All Saints, and Class 6 Secured Claim of Superior
Seal.

The Allowed Claim Classes may be prepaid in whole of in part at
any time without penalty.  The Claimants will retain their Liens
until the Allowed Claim is paid in full.

                     About USA Broadmoor

USA Broadmoor, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 13-04880) on April 16, 2013.  The petition was signed by
Hugh L. Caraway, chief executive officer of Internacional Realty,
Inc., member.  The Debtor estimated assets and debts of at least
$10 million, respectively.  Judge Michael G. Williamson presides
over the case.  The Debtor is represented by Scott A. Stichter,
Esq., Edward J. Peterson, III, Esq. and Amy Denton Narris, Esq.,
at Stichter, Riedel, Blain & Prosser, P.A., as counsel.

The Debtor disclosed $11,117,091 in assets and $11,121,374 in
liabilities as of the Chapter 11 filing.


VELTI PLC: Receives NASDAQ Listing Non-Compliance Notice
--------------------------------------------------------
Velti plc on Oct. 10 announced receipt of written notice on
October 3, 2013, from the Listing Qualifications Department of The
NASDAQ Stock Market LLC notifying the Company that for the
preceding 30 consecutive business days, the Company's ordinary
shares did not maintain a minimum closing bid price of $1.00 per
share as required by NASDAQ Listing Rule 5450(a)(1).  The notice
has no immediate effect on the listing or trading of the Company's
ordinary shares and the ordinary shares will continue to trade on
The NASDAQ Global Select Market under the symbol "VELT" at this
time.

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

If the Company does not achieve compliance with the Minimum Bid
Price Requirement by April 1, 2014, the Company may be eligible
for additional time by applying to transfer the listing of its
ordinary shares to The NASDAQ Capital Market.

If the Company does not regain compliance during the initial grace
period and is not eligible for an additional grace period, NASDAQ
will notify the Company that its ordinary shares will be subject
to delisting.  If the Company receives a notice of delisting, the
Company would then be entitled to appeal the NASDAQ Staff's
determination to a NASDAQ Listing Qualifications Panel and request
a hearing.  The Company is currently considering available options
to resolve the listing deficiency and to regain compliance.  There
can be no assurance that the Company will be able to regain
compliance with The NASDAQ Global Select Market listing
requirements.

                           About Velti

Velti -- http://www.velti.com-- is a global provider of mobile
marketing and advertising technology and solutions that enable
brands, advertising agencies, mobile operators and media to
implement highly targeted, interactive and measurable campaigns by
communicating with and engaging consumers via their mobile
devices.  The Velti platform, called Velti mGage(TM), allows
companies to use mobile and traditional media to reach targeted
consumers, engage the consumer through the mobile Internet and
applications, convert them into customers and continue to actively
manage the relationship through the mobile channel.  Velti is a
publicly-held corporation based in Jersey, and trades on the
NASDAQ Global Select Market under the symbol VELT.


VISUALANT INC: Further Amends 162.1MM Shares Resale Prospectus
--------------------------------------------------------------
Visualant, Inc., amended its registration statement on Form S-1
relating to the resale by William D. Moreland, Aeneas Valley
Holdings LLC/Scott Wilburn, J3E2A2Z LP, et al., of up to
162,130,000 shares of the Company's common stock, $.001 par value
per share, including:

    (i) 52,300,000 shares of common stock issued to Special
        Situations and 40 other accredited investors pursuant to
        the Private Placement which closed June 14, 2013;

   (ii) 52,300,000 shares of common stock issuable upon the
        exercise of the five-year Series A Warrants at $0.15 per
        share, which were issued to the investors as part of the
        Private Placement;

  (iii) 52,300,000 shares of common stock issuable upon the
        exercise of five year Series B Warrants at $0.20 per
        share, which were issued to the investors as part of the
        Private Placement; and

   (iv) 5,230,000 shares of common stock issuable upon the
        exercise of five year Placement Agent Warrants at $0.10
        per share, which were issued to GVC Capital LLC or
        affiliated parties pursuant to the Private Placement.

The Company will not receive any of the proceeds from the sale of
the common stock by the selling security holders.

The Company's common stock trades on the OTCQB under the symbol
VSUL.  On Oct. 7 , 2013, the last reported sale price for the
Company's common stock as reported on OTCQB was $0.10 per share.

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

                        http://is.gd/NL9NP5

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at June 30, 2013, showed $5.59 million in total assets,
$7.32 million in total liabilities, $46,609 in noncontrolling
interest and a $1.78 million total stockholders' deficit.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


WAFERGEN BIO-SYSTEMS: Registers 10.9 Million Shares for Resale
--------------------------------------------------------------
Wafergen Bio-Systems, Inc., registered with the U.S. Securities
and Exchange Commission 10,949,689 shares of common stock, par
value $0.001 per share, to be offered by Biomedical Value Fund,
L.P., WS Investments II, LLC, Class D Series of GEF-PS, L.P., et
al.  These shares include 1,067,317 shares of issued and
outstanding shares of common stock, 7,513,372 shares of common
stock issuable upon the conversion of 2,987.0167 shares of Series
1 Convertible Preferred Stock and 2,369,000 shares of common stock
issuable upon the exercise of warrants issued to the selling
stockholders on Aug. 27, 2013, pursuant to an Exchange Agreement.

The selling stockholders have advised the Company that they will
sell the shares of common stock from time to time in the open
market, on the OTCQB Marketplace, in privately negotiated
transactions or a combination of these methods, at market prices
prevailing at the time of sale, at prices related to the
prevailing market prices or at negotiated prices.

The Company will not receive any proceeds from the sale of common
stock by the selling stockholders.

The Company' common stock is traded on the OTCQB Marketplace under
the symbol "WGBS."  On Oct. 7, 2013, the closing price of the
Company's common stock was $1.85 per share.

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

                       http://is.gd/0lw0Gz

                     About WaferGen Bio-systems

Fremont, California-based WaferGen Bio-systems, Inc., engages in
the development of systems for gene expression quantification,
genotyping and stem cell research.  Since 2008, the Company's
primary focus has been on the development, manufacture and
marketing of its SmartChip System, a genetic analysis platform
used for profiling and validating molecular biomarkers in the life
sciences and pharmaceutical drug discovery industries.

The Company's balance sheet at March 31, 2013, showed $7.1 million
in total assets, $9.3 million in total liabilities, and a
stockholder's deficit of $2.2 million.

As reported in the TCR on April 11, 2013, SingerLewak LLP, in San
Jose, California, expressed substantial doubt about WaferGen Bio-
systems' ability to continue as a going concern, citing the
Company's operating losses and negative cash flows since
inception.


WESTERN FUNDING: Oct. 17 Hearing on Bid to Use Cash Collateral
--------------------------------------------------------------
The Hon. Laurel S. Davis of the U.S. Bankruptcy Court for the
District of Nevada approved a stipulation regarding briefing
schedule and hearing date for final hearing to determine extent of
cash collateral, and authorizing use of cash collateral.

The stipulation entered among the Debtors, the Official Committee
of Unsecured Creditors, BMO Harris Bank, N.A., provides that the
hearing on cash collateral is continued until Oct. 17, 2013, at
9:30 a.m.  Objections, if any, were due Oct. 10, reply and
evidence in support are due Oct. 15.

The parties have agreed for a short continuance to the deadline
and final hearing to allow the discussion on cash collateral use
to continue.

In a separate filing, the Court approved a stipulation regarding
the briefing schedule on the motion to dismiss the Debtors' cases.

The stipulation entered among the Debtors and the Class B Members
of Harbor Structured Finance LLC provides that opposition to the
motion must be filed by Oct. 4, and any reply thereto must be
filed no later than Oct. 11.

The Court also ordered that the stipulation is for administrative
purposes only and will not affect the motion or any proceedings.

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc., whose customers
usually have less-than-perfect credit, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.


WPCS INTERNATIONAL: To Request Hearing on Delisting Determination
-----------------------------------------------------------------
WPCS International Incorporated received a letter from the Staff
of the Listing Qualifications Department of The NASDAQ Stock
Market LLC indicating that unless the Company timely requests a
hearing before the NASDAQ Listing Qualifications Panel, the
Company's common stock would be subject to delisting from The
NASDAQ Capital Market due to the Company's non-compliance with the
applicable $2.5 million stockholders' equity requirement, as set
forth in NASDAQ Listing Rule 5550(b)(1).

Accordingly, the Company plans to timely request a hearing before
the Panel, which will stay any suspension or delisting action
until at least the issuance of a formal determination by the Panel
following a hearing.  At the hearing, the Company will request the
continued listing of its securities on NASDAQ pending the
completion of its plan to regain and sustain compliance with the
Stockholders' Equity Requirement.

The Panel has the discretion to grant the Company an extension of
up to 180 days from the date of the Staff's determination letter,
or through April 7, 2014.  The Company is diligently pursuing its
plan to regain compliance with the Stockholders' Equity
Requirement; however, there can be no assurance that the Panel
will grant the Company's request for continued listing pending the
completion of its plan.

Sebastian Giordano, interim chief executive officer, commented,
"The Company believes that it presented a multi-phased plan to the
NASDAQ Staff for regaining compliance with the Stockholders'
Equity Requirement, and looks forward to the hearing with the
independent NASDAQ Panel to further discuss the plan components
and the progress the Company expects to make in executing the
Plan.  In the meantime, the Company continues to evaluate a number
of opportunities for improvement."

                     About WPCS International

Exton, Pennsylvania-WPCS International Incorporated is a global
provider of design-build engineering services for communications
infrastructure, with approximately 250 employees in five
operations centers on three continents.  The Company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to a diversified
customer base in the public services, healthcare, energy and
corporate enterprise markets worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.

As of July 31, 2013, WPCS International had $18.73 million in
total assets, $24.45 million in total liabilities and a $5.72
million total deficit.


WPCS INTERNATIONAL: Drew Ciccarelli Holds 8.3% Equity Stake
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Drew Morgan Ciccarelli disclosed that as of
Aug. 13, 2013, he beneficially owned 121,015 shares of common
stock of WPCS International Incorporated representing 8.3 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/L8tdDA

                      About WPCS International

Exton, Pennsylvania-WPCS International Incorporated is a global
provider of design-build engineering services for communications
infrastructure, with approximately 250 employees in five
operations centers on three continents.  The Company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to a diversified
customer base in the public services, healthcare, energy and
corporate enterprise markets worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.

As of July 31, 2013, WPCS International had $18.73 million in
total assets, $24.45 million in total liabilities and a $5.72
million total deficit.


YESHIVA CHOFETZ: T.D. Bank Seeks Dismissal of Chapter 11 Case
-------------------------------------------------------------
William W. Frame, Esq., at Corbally, Gartland and Rappleyea, LLP,
counsel for T.D. Bank, N.A., asks the Bankruptcy Court to dismiss
the Chapter 11 case of Yeshiva Chofetz Chaim, Inc., and bar the
Debtor from re-filing for bankruptcy protection.

According to Mr. Frame, the Debtor failed to make any payments
pursuant to the promissory notes assigned by TD Bank.
Additionally, the Debtor did not list TD Bank in its Bankruptcy
Petition as a creditor.

                 About Yeshiva Chofetz Chaim, Inc.

Yeshiva Chofetz Chaim, Inc., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-23380) in White Plains, New York, on Aug. 19,
2013.  Rabbi Mayer Zaks signed the petition as president.  The
Debtor disclosed $17 million in assets and $3.81 million in
liabilities in its schedules.  Judge Robert D. Drain presides over
the case.  The Debtor is represented by Robert S. Lewis, Esq., --
robert.lewlaw1@gmail.com -- at Robert S. Lewis, P.C., in Nyack,
NY.


* Fitch Says U.S. Government Shutdown Costing TRICARE Insurers
--------------------------------------------------------------
The U.S. government shutdown is delaying reimbursements to health
insurers that contract with the Department of Defense (DOD) to
provide healthcare services under the TRICARE program, according
to Fitch Ratings.

Fitch does not expect insurers will suffer material liquidity
issues in the short term. If there is a protracted government
shutdown, Fitch believes insurers that contract with DOD via
TRICARE have ample liquidity from cash flows, unused lines of
credit and invested assets to fund TRICARE claims.

Earlier last week, the Defense Health Agency (DHA) notified some
insurers that they cannot make disbursements during the government
shutdown. The DHA authorized insurers including Health Net and
Humana to continue to administer the contract for approximately
two weeks to ensure continuity of operations. During this period,
the DHA will not be making payments and, consequently, insurers
such as Health Net and Humana will be paying claims.

Health Net and Humana revealed in Form 8-K disclosures that they
expect to receive claims of $106 million and $175 million,
respectively, during this two-week period. Ultimately, this is a
timing issue, since the government will reimburse insurers.

Specifically, Health Net has $1.9 billion in total invested assets
including $280 million in cash and equivalents. Furthermore, the
company had $416 million available under its revolving line of
credit as of June 30, 2013. Humana has $9.1 billion in total
invested assets including $1.5 billion in cash and equivalents.
The company had $995 million available under its revolving line of
credit as of June 30, 2013.


* Bill of Rights Accelerates Southern Calif. Housing Recovery
-------------------------------------------------------------
RealtyTrac(R) on Oct. 10 released its Southern California
Foreclosure Market Report(TM) for September 2013, which shows
foreclosure filings -- default notices, scheduled auctions and
bank repossessions -- were reported on 9,242 properties in the
six-county Southern California region in September, an increase of
8 percent from the previous month but down 56 percent from
September 2012.  Statewide, foreclosure filings were reported on
15,804 properties, up 4 percent from August but down 58 percent
from September 2012.

"The September foreclosure numbers demonstrate one of two
significant trends in Southern California since the implementation
of the California Homeowner Bill of Rights (HBR) in January 2013,"
said Daren Blomquist, vice president at RealtyTrac.  "The first
trend is foreclosures decreasing at a faster rate.  Starting in
March 2009 -- when foreclosures in Southern California peaked at
more than 63,000 in one month -- until December 2012 foreclosure
activity in Southern California decreased at a steady pace of 2
percent a month on average.  Since HBR took effect the pace has
picked up to an average 4 percent monthly decrease in foreclosure
activity.

"Secondly, the pace of home appreciation has also doubled since
the implementation of HBR," Blomquist continued.  "From May 2009 -
- when Southern California home prices hit bottom -- through
December 2012, median home prices on average increased 1 percent a
month.  Then, after HBR became the law, from January 2013 to
September 2013, the pace of home appreciation doubled to 2 percent
per month on average.  Clearly HBR has accelerated both the pace
of home appreciation and foreclosure declines.  The danger is that
this acceleration will result in an overheated market that stalls
when foreclosures delayed by HBR hit down the road."

The decrease in overall foreclosure activity in the six-county
Southern California region in September was driven by a sharp
year-over-year drop in Notices of Default (NOD), scheduled
foreclosure auctions (NTS) and bank-owned REO activity, all three
of which were down by double digits from a year ago.  NODs also
decreased from the previous month, down 1 percent, but scheduled
foreclosure auctions increased 6 percent from the previous month
following a 17 percent monthly increase in August, and REOs
increased 44 percent from the previous month following a 20
percent monthly increase in August.

"We're well past the worst of the foreclosure crisis in Southern
California, but the rapidly changing laws are making it more
difficult to clear out the distressed properties that are still
hanging around," said Rich Cosner, president of Yorba Linda-based
real estate brokerage Prudential California Realty.  "The irony is
that now would be a great time to sell those distressed properties
given the low inventory of homes for sale."

Cosner said that since the HBR was rolled out in January, short
sales and foreclosure sales have plummeted sharply statewide in
California as lenders and the industry adapt to the new law.  He
noted that HBR forbids dual tracking, a practice where banks
foreclose on a borrower while simultaneously doing a loan
modification or other foreclosure alternative.  HBR also requires
lenders to provide homeowners facing foreclosure with a single
point of contact.

RealtyTrac data shows home prices were up dramatically in Southern
California in August.  The average of median home prices in the
six-county region was $376,917, an increase of 26 percent from a
year ago -- the biggest year-over-year increase in the region's
home prices since December 2004 and the 17th consecutive month
with an annual increase.

"The Southern California housing market is improving," added
Cosner, noting the recent home price gains in Southern California.
"Sales prices are up, builders are breaking ground on new
developments and the number of listings is growing.  I'm very
optimistic about the local Southern California residential real
estate market."

                      About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a supplier of U.S.
real estate data, with more than 1.5 million active default,
foreclosure auction and bank-owned properties, and more than 1
million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* Chadbourne Nabs Winston's Municipal Bankruptcy Duo
----------------------------------------------------
Chadbourne & Parke announced on Oct. 7 that two of the nation's
most prominent municipal bankruptcy lawyers, Lawrence A. Larose,
Esq. -- llarose@chadbourne.com -- and Samuel S. Kohn, Esq. --
skohn@chadbourne.com -- have joined the firm's Bankruptcy and
Financial Restructuring practice as partners in their New York
office. They come from Winston & Strawn, where they represented
major creditors in virtually every recent major municipal
restructuring, both in and out of court. Larose also served as
Chair of Winston & Strawn's Municipal Bankruptcy and Insolvency
group.

"We anticipate municipal bankruptcy to be an area of ongoing and
significant growth as municipalities continue to suffer from
excessive bond debt, underfunded pension plans and decreasing
sources of revenues," said Howard Seife, Esq. --
hseife@charbourne.com -- global chair of Chadbourne's Bankruptcy
and Financial Restructuring practice. "Larry and Sam are highly
experienced and skillful bankruptcy lawyers who, as a team, have
developed an impressive practice representing the largest
creditors in these situations, and we are excited to add them to
our deep bench of bankruptcy and restructuring lawyers."

Larose and Kohn represent clients in numerous major municipal
restructurings, including the currently pending Chapter 9 cases of
Detroit, MI and Jefferson County, AL. They also represent major
creditors in currently pending out-of-court restructurings of
municipal debt in Harrisburg, PA and Scranton, PA.

In addition, both Larose and Kohn advise corporate clients with
sophisticated in-court and out-of-court restructurings, including
mergers and acquisitions and other financial transactions. Much of
their experience involves counseling major financial institutions,
including investment banks, commercial banks, financial
guarantors, and insurance companies. Their experience also
includes other industries such as energy, telecommunications,
health care, entertainment, retail, broadcasting and shipping.

The Legal 500 named Larose as one of only seven "Leading Lawyers"
in the municipal bankruptcy area. Called "outstanding" by clients,
Larose is noted by the legal directory for his work for MBIA
Insurance and Assured Guaranty. Larose earned his B.A. degree
summa cum laude in 1980 from Tufts University and was elected to
Phi Beta Kappa. He earned his J.D. magna cum laude in 1983 from
Georgetown University Law Center, where he was an editor of the
Georgetown Law Journal.

A strong background in finance and accounting gives Kohn unique
insight into the cases and transactions in which he is involved.
Prior to becoming a lawyer, he was licensed as a certified public
accountant in the State of New York and founded and managed his
own accounting firm. Kohn earned his B.A. degree in Accounting
from Queens College in 1975, and a J.D. cum laude in 1999 from
Brooklyn Law School. During law school, he was a member of the
Journal of Law and Policy, Moot Court Honor Society, and was a
Dean's Academic Achievement Scholar.

About Chadbourne & Parke's Bankruptcy and Financial Restructuring
Group

The group has an impressive record of achieving successful
outcomes for its clients in Chapter 11 cases and corporate
restructurings both in the United States and abroad. Chambers USA
2013 notes that the group is "is recognized for its full-service
offering to its primarily creditor and lender client base. The
practice is also well regarded for its cross-border bankruptcy
expertise."

Chadbourne has recently handled a number of high-profile
bankruptcy cases.

In the largest bankruptcy filing of 2012, Chadbourne served as
counsel to the examiner in the Residential Capital (ResCap)
bankruptcy. ResCap was one of the largest US residential mortgage
companies and is currently in Chapter 11. The investigation
culminated in the production of a report that totalled over 2,200
pages, with nine sections covering a myriad of legal issues as
well as every transaction between and among ResCap, its parent
Ally Financial, and their corporate affiliates over a seven-year
period, involving complicated financings, mortgage-backed
securities, derivatives and swaps. The examination uncovered over
US$3.1 billion in viable claims against Ally. The investigation
behind the report included 99 formal interviews of 83 witnesses
and an exhaustive analysis of 9 million pages of documents
produced by 23 different parties.

Also in 2012, Chadbourne concluded its representation of the
creditor's committee in the Tribune Chapter 11 reorganization, the
largest bankruptcy in the history of the media industry.

The firm recently earned a sweeping victory for the Australian
liquidators of ABC Learning Centres Ltd and the state of Chapter
15 law as a whole. In a nearly 30-page opinion, the Third Circuit
found that Chapter 15 recognition of ABC Learning's Australian
liquidation was mandatory, notwithstanding the pendency of a
concurrent receivership proceeding, and that the automatic stay
that arises upon recognition of a foreign main proceeding extends
to all of the foreign debtor's assets in the United States,
regardless of whether those assets are pledged to a secured
creditor.

Firm Contacts
David Schaefer
Head of Communications
+1 (212) 728-4519
dschaefer@chadbourne.com


* Consumer Confidence Posts Sharpest Drop Since Lehman
------------------------------------------------------
Chris Isidore, writing for CNN Money, reported that consumers are
nervous about how the fracas in Washington will hit their wallets.

Consumer confidence registered its sharpest one-week drop since
the period immediately following the collapse of Lehman Brothers,
according to recent Gallup polling, the report related.

About three times as many people now say the economy is in poor
shape as those who say it's doing well, the report added.

And consumers' outlook for the future is also deteriorating
quickly, the report said.  Those who think the economy is likely
to get worse outnumber those who think it'll get better by a 69%
to 27% margin. That's more than twice as large as the gap that
existed in the days before the shutdown started Oct. 1. As
recently as May, a slight plurality of people thought the economy
was getting better.

While confidence has dropped sharply, people aren't as panicked as
they were in the fall of 2008 when financial markets were melting
down, or in 2009 when job losses soared, the report said.


* High Court Taps Fee Pool, Opens Term
--------------------------------------
Brent Kendall, writing for The Wall Street Journal, reported that
bankruptcy and other court fees, it turns out, may have helped the
U.S. Supreme Court open its 2013-2014 term on Oct. 7 even though a
partial government shutdown has shuttered federal operations
across the nation's capital.

According to the report, the high court kicked off the new term
with a pair of oral arguments, a crowd of spectators and a full
court staff on hand. Life at the high court, at least by outward
appearances, appeared much the same as ever.

The high court isn't flouting the law, the report said.  It is
doing what some federal agencies that operate from both service
fees and congressional appropriations are allowed to do: use fee
revenue as a way to stay open without addressing the question of
essential government services. Federal trial and appellate courts,
part of the judiciary like the high court, have taken the same
approach.

The Supreme Court generally has a separate budget from the rest of
the U.S. courts, but during the shutdown it has been continuing
its operations by tapping into the larger pool of funds held and
collected by the judiciary, Supreme Court spokeswoman Kathleen
Arberg said, the report related.

The judiciary derives part of its funding independent from the
congressional appropriations process by collecting a variety of
fees, including a sizeable chunk of money from bankruptcy filing
fees, says David Sellers, a spokesman for the Administrative
Office of the U.S. Courts, the report further related.  That money
can be used for the maintenance and operations of the court
system.


* New GoBankingRates.com Analysis Shows Default Scenarios
---------------------------------------------------------
New GoBankingRates.com analysis finds America has raised the debt
ceiling 78 times, contributing to Americans' lack of insight into
what a default on the country's debts would truly mean.

Below is a preview of the investigation:

A recent Reason-Rupe survey found 55 percent of respondents prefer
a debt ceiling reduction even at the cost of default, while a
Gallup poll found 42 percent of respondents wanted their
Congressman to vote against the raise, 22 percent wished for a
vote in favor of the raise and 35 percent were unsure.

Economic Scenario If Debt Defaults

   -- The stock market could suffer a 10 percent drop -- far worse
than the 778 point thrashing Wall Street took when the House
rejected the government's $700 billion bank bailout plan in
September 2008.

   -- "Financial markets could be shaken to their core as was seen
in late 2008, which resulted in a recession worse than any seen
since the Great Depression," said Treasury Secretary, Jacob Lew.

   -- Standard and Poor's indicated they will devalue America's
credit rating to an AA, putting it on par with countries like
Qatar and Kuwait.

   -- Interest rates would likely double due to a combination of
inflation and a sharp market reaction. CBS News recently featured
these interest rate projections by GoBankingRates.com.

          Affordable Care Act is "Massive Entitlement"

Romina Boccia of the Heritage Foundation told GoBankingRates, "The
Affordable Care Act is another massive entitlement.  If it were to
be implemented fully, the cost was estimated by the Congressional
Budget Office at $1.8 trillion."

Ms. Boccia also expressed the 'trajectory' in the U.S. budget is
not sustainable, suggesting the net effect of the Republican
posturing will impact the economy, but it will be better in the
long-term.  "The economy might slow a little bit, and workers are
home making their own sandwiches, but troops are getting paid and
these federal workers have usually received their back-pay whether
they were furloughed or not."

                     About GoBankingRates.com

GoBankingRates.com -- http://www.gobankingrates.com-- is a
personal finance website that connects consumers with the best
interest rates nationwide.  GoBankingRates.com's editors have been
featured on several top media outlets, including U.S. News, Yahoo!
Finance, Forbes, The Street, and Huffington Post.


* Realtors(R) Warns Congress Default May Hit Housing Market
-----------------------------------------------------------
Defaulting on the nation's federal debt could be disastrous for
the U.S. economy and catastrophic for the housing recovery,
cautioned the National Association of Realtors(R) on Oct. 10 in
testimony before the Senate Committee on Banking, Housing and
Urban Affairs.

NAR President Gary Thomas called on Congress to raise the debt
limit in a timely manner to avoid the consequences of a severe and
drawn-out recession that would rapidly erase recent gains in the
still young housing recovery.

"A default would be devastating for homeowners whose largest asset
would lose value and equity, for home buyers who would see
dramatic increases in interest rates and tighter credit standards,
and for entire communities that are still grappling from the
impact of the financial meltdown," said Thomas, broker-owner of
Evergreen Realty, in Villa Park, Calif.  "As the leading advocate
for housing issues, NAR is committed to protecting the value of
homeownership from the avoidable and substantial harm that would
be inflicted by Congress's inaction to avert a default."

Mr. Thomas said that even a 1 percent increase in mortgage rates
could lead to 450,000 fewer home sales and price many middle-class
Americans out of the housing market.  For a borrower earning
$60,000 and taking out a $200,000 mortgage, a 1 percentage point
increase in interest rates would raise their monthly mortgage
payment by 10 percent, a difference that could be costly to buyers
and potentially disqualify them from many lending programs.

During his testimony, Mr. Thomas pointed to the significant
financial market disruptions resulting from the debt ceiling
impasse in 2011, which reduced consumer and business confidence
and led to slower job growth.  He urged Congress to raise the debt
limit to help sustain the housing market rebound, which will keep
the economy on its healthy path to recovery.

The National Association of Realtors(R), "The Voice for Real
Estate," is America's largest trade association, representing 1
million members involved in all aspects of the residential and
commercial real estate industries.


* September Retail Sales Disappoint
-----------------------------------
Nathalie Tadena, writing for The Wall Street Journal, reported
that retailers posted disappointing sales gains in September, even
as they stepped up promotions. The back-to-school period ended on
a sour note, raising concerns about the holidays.

According to the report, same-store sales?for the few companies
that still report monthly results -- came in below expectations.
Retailers were hurt by weak mall traffic and increased
competition, especially among teen-focused companies.

Teen retailer Buckle Inc. was one of the worst performers, posting
a 4.5% decline in same-store sales, when an increase of 1.2% was
expected, the report related.  In the women's division, which
represents more than half of Buckle's sales, receipts fell
slightly while price points were down 3.5%.

Gap Inc., also underperformed, reporting a 3% decline, well short
of the 1.6% growth that was expected, the report added.

Gap's namesake stores posted a 3% decline versus the 2.8% growth
estimate, while Banana Republic's same-store sales slipped 5%,
compared with expectations for a 1.6% increase, the report further
related.  Old Navy recorded a 2% decline, while expectations were
for a 0.7% increase. The company said that traffic slowed toward
the end of the month amid economic uncertainty. It also said that
its men's business outperformed its women's division at all three
segments.


* September Foreclosure Activity Down 27%, RealtyTrac Report Shows
------------------------------------------------------------------
RealtyTrac(R) on Oct. 10 released its U.S. Foreclosure Market
Report(TM) for September and the third quarter of 2013, which
shows foreclosure filings -- default notices, scheduled auctions
and bank repossessions -- were reported on 131,232 U.S. properties
in September, a 2 percent increase from the previous month but a
27 percent decrease from a year ago.

September was the 36th consecutive month with an annual decrease
in U.S. foreclosure activity, a downward trend that started in
October 2010 when lenders and servicers were accused of improperly
signing off on foreclosure documents with a practice dubbed
robo-signing.

September numbers helped drop third quarter foreclosure activity
to the lowest quarterly level since the second quarter of 2007.
There were a total of 376,931 U.S. properties with foreclosure
filings in the third quarter of 2013, down 7 percent from the
previous quarter and down 29 percent from the third quarter of
2012 -- the biggest annual decrease since the second quarter of
2011.  One in every 348 housing units had a foreclosure filing
during the quarter.

               High-level findings from the report:

        -- U.S. foreclosure starts in the third quarter were at a
seven-year low.  A total of 174,366 U.S. properties started the
foreclosure process for the first time during the quarter, down 13
percent from the previous quarter and down 39 percent from a year
ago to the lowest level since the second quarter of 2006.

        -- Third quarter foreclosure starts decreased from a year
ago in 38 states including Colorado (down 71 percent), Arizona
(down 63 percent), California (down 59 percent), Illinois (down 56
percent), and Florida (down 52 percent).

        -- Third quarter foreclosure starts increased from a year
ago in 11 states, including Maryland (up 259 percent), Oregon (up
252 percent), New Jersey (up 53 percent), Connecticut (up 52
percent), Nevada (up 36 percent), and New York (up 25 percent).

        -- Third quarter bank repossessions (REO) decreased 24
percent from a year ago but were up 7 percent from the previous
quarter.  A total of 119,485 U.S. properties were repossessed by
lenders in the third quarter, putting the nation on pace for close
to half a million total bank repossessions for the year.

        -- The quarterly increase in REOs nationwide was driven by
quarterly increases in 26 states, including New York (up 65
percent), New Jersey (up 64 percent), Illinois (up 44 percent),
Virginia (up 36 percent), Connecticut (up 34 percent), Indiana (up
30 percent), Nevada (up 29 percent), and California (up 19
percent).

        -- Overall foreclosure activity in September decreased
from a year ago in 33 states, but was up from a year ago in 16
states, including Maryland (up 230 percent), Nevada (up 97
percent), Connecticut (up 69 percent), New Jersey (up 55 percent),
Pennsylvania (up 34 percent), and New York (up 22 percent).

        -- September foreclosure activity decreased from a year
ago in 144 of the 209 metro areas tracked in the report (69
percent), but increased from a year ago in 64 metros (31 percent),
including Baltimore (up 381 percent), Las Vegas (up 109 percent),
Raleigh, N.C. (up 97 percent), Hartford, Conn., (up 74 percent),
Washington D.C., (up 52 percent), Philadelphia (up 32 percent),
and New York (up 25 percent).

"The September and third quarter foreclosure numbers show a
housing market that is haltingly returning to health," said
Daren Blomquist, vice president at RealtyTrac.  "In a healthy
housing market foreclosures are rare but streamlined while still
protecting the rights of the homeowner.  While foreclosures are
clearly becoming fewer and farther between in most markets, the
increasing time it takes to foreclose is holding back a more
robust and sustainable recovery.

"The sharp jumps in foreclosure activity in some local markets may
come as a surprise to some," Mr. Blomquist added.  "These spikes
in activity demonstrate that while millions of distressed
homeowners have been pulled back from the precipice by foreclosure
prevention programs over the past several years, once those
programs expire or are exhausted, a percentage of these troubled
homeowners are still susceptible to falling into foreclosure. In
addition even slight economic downturns at the local or regional
level can push these homeowners hanging on by a thread over the
edge."

Local broker quotes "Foreclosures have declined dramatically in
Northern Nevada and the foreclosure level is quickly approaching
national averages; however, Senate Bill 300 is having an effect on
housing statistics in this market by contributing high levels of
variability in monthly foreclosure levels," said Craig King, COO
of Chase International brokerage, covering the Reno, Nev., and
Lake Tahoe markets.  "Lenders are changing forms and paperwork to
correspond to new laws, and they believe the foreclosure processes
will be dramatically slowed for the next several months."

"Ohio's employment growth in recent months, coupled with low
inventory levels, has enabled much of the backlogged REO inventory
to be sold.  This has provided a more balanced housing market,
enabling non-homeowners in Ohio to explore homeownership options,"
said Michael Mahon, Executive Vice President/Broker, HER Realtors,
covering the Columbus, Cincinnati and Dayton markets in Ohio.
"While we continue to see foreclosures occur, this inventory is
based on current actions being taken against consumers in default,
and not backlogged actions from lenders' inaction due to property
value and regulatory concerns."

"While foreclosures aren't as prevalent as they once were, it's
difficult to say that Portland, or any other metropolitan area,
has completely passed the foreclosure issue when there are so many
variables to consider such as job growth," said Brian Allen,
president and co-owner of Windermere / Cronin & Caplan Realty
Group in Portland, Ore.  "However, the numbers are pointing to a
more balanced market in Portland."

"The bay area housing market in Northern California is balanced
and healthy," said Gretchen Pearson, President of Prudential
California Realty, San Ramon.  "There are a few remnants of
distressed properties left from Fannie Mae, but families are now
able to move up in the housing market as sellers are accepting
contingent sales, and that is a great sign."

"The Northern Utah markets from Ogden through Salt Lake have
showed great strength in the past few months both in price
appreciation and numbers of homes sold," said Steve Roney, CEO of
Prudential Utah Real Estate.  "Northern Utah is in a much better
housing market position than last year, but inventory remains
light compared to buyer demand."

"The Middle-Tennessee market is continuing to improve. Housing
prices are steadily climbing, inventory is increasing slightly and
this has been a good year for buyers and sellers alike," said Bob
Parks, CEO of Bob Parks Realty, covering the Middle-Tennessee
market, including Nashville.  "We are experiencing favorable
conditions in the mid-Tennessee area, which is contributing to our
recovering housing market."

"The Oklahoma City and Tulsa metro areas are continuing to
experience a slower-paced housing market compared to previous
months," said Sheldon Detrick, CEO of Prudential
Detrick/Prudential Alliance Realty covering the Oklahoma City and
Tulsa markets.  "This could be due to a seasonal slowing of the
housing market, and the current gridlock in Washington could be
having an effect on the number of people buying and selling their
homes at this time."

Florida, Nevada and Maryland post top state foreclosure rates in
the third quarter Florida foreclosure activity in the third
quarter decreased 8 percent from a year ago following six
consecutive quarters with annual increases in foreclosure
activity, but the state still posted the nation's highest
foreclosure rate during the quarter.  A total of 70,902 Florida
properties had foreclosure filings in the third quarter, down 7
percent from the previous quarter and a rate of one in every 126
housing units -- more than twice the national average.

Nevada foreclosure activity in the third quarter increased 10
percent from the previous quarter and was up 21 percent from a
year ago.  The state's foreclosure rate ranked second highest in
the nation.  A total of 9,033 Nevada properties had foreclosure
filings in the third quarter, a rate of one in every 128 housing
units.

A 180 percent year-over-year increase in foreclosure activity
helped boost Maryland's third quarter foreclosure rate to third
highest among the states.  A total of 11,617 Maryland properties
had foreclosure filings during the quarter, up 6 percent from the
previous quarter and a rate of one in every 204 housing units.

Third quarter foreclosure activity decreased from a year ago in
both Illinois and Ohio, but the states still posted the nation's
fourth and fifth highest foreclosure rates respectively.  Indiana
and South Carolina also ranked among the top 10 state foreclosure
rates in the third quarter, at No. 9 and No. 10 respectively,
despite annual decreases in foreclosure activity.

Third quarter foreclosure activity increased from a year ago in
Connecticut, Delaware and New Jersey, and these states posted the
nation's sixth, seventh and eighth highest state foreclosure rates
respectively during the quarter.

Florida cities account for 8 of top 10 metro foreclosure rates in
the third quarter With one in every 83 housing units with a
foreclosure filing in the third quarter, the Port St. Lucie metro
area in southeast Florida posted the nation's highest foreclosure
rate among metropolitan statistical areas with a population of
200,000 or more.

Seven other Florida cities posted foreclosure rates among the 10
highest nationwide in the third quarter: Jacksonville at No. 2
(one in every 96 housing units with a foreclosure filing); Miami
at No. 3 (one in every 101 housing units); Palm Bay-Melbourne-
Titusville at No. 4 (one in every 102 housing units); Ocala at No.
6 (one in every 120 housing units); Tampa at No. 7 (one in every
120 housing units); Orlando at No. 8 (one in every 134 housing
units); and Pensacola at No. 9 (one in every 153 housing units).

Other metro areas with foreclosure rates ranking among the 10
highest were Las Vegas at No. 5 (one in every 109 housing units
with a foreclosure filing) and Rockford at No. 10 (one in every
155 housing units).

Average time to complete foreclosure up to 551 days nationwide
U.S. properties foreclosed in the third quarter of 2013 were in
the foreclosure process an average of 551 days, up 5 percent from
526 days in the second quarter and up 44 percent from 382 days in
the third quarter of 2012.

The average time to foreclose was 1,037 days in New York, the
longest of any state, followed by New Jersey (1,014 days), Florida
(929 days), Illinois (828 days) and Connecticut (693 days).

The average time to foreclose was 160 days in Maine, the shortest
of any state, followed by Texas (164 days), Alabama (185 days),
Virginia (189 days) and Delaware (202 days).

                        Report Methodology

The RealtyTrac U.S. Foreclosure Market Report provides a count of
the total number of properties with at least one foreclosure
filing entered into the RealtyTrac database during the month and
quarter -- broken out by type of filing.  Some foreclosure filings
entered into the database during a month or quarter may have been
recorded in previous months or quarters.  Data is collected from
more than 2,200 counties nationwide, and those counties account
for more than 90 percent of the U.S. population.  RealtyTrac's
report incorporates documents filed in all three phases of
foreclosure: Default -- Notice of Default (NOD) and Lis Pendens
(LIS); Auction -- Notice of Trustee Sale and Notice of Foreclosure
Sale (NTS and NFS); and Real Estate Owned, or REO properties (that
have been foreclosed on and repurchased by a bank).  For the
quarterly report, if more than one foreclosure document is
received for a property during the quarter, only the most recent
filing is counted in the report.  Both the quarterly and monthly
reports check if the same type of document was filed against a
property previously.  If so, and if that previous filing occurred
within the estimated foreclosure timeframe for the state where the
property is located, the report does not count the property again
in the current month or quarter.

                     About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is the nation's leading
source of comprehensive housing data, with more than 1.5 million
active default, foreclosure auction and bank-owned properties, and
more than 1 million active for-sale listings on its website, which
also provides essential housing information for more than 100
million homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company          Ticker          ($MM)      ($MM)      ($MM)
  -------          ------        ------   --------    -------
ABSOLUTE SOFTWRE   OU1 GR         126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE   ALSWF US       126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE   ABT CN         126.4      (13.6)     (13.3)
ACCELERON PHARMA   0A3 GR          48.4      (19.9)       6.2
ACCELERON PHARMA   XLRN US         48.4      (19.9)       6.2
ADVANCED EMISSIO   OXQ1 GR         87.0      (42.3)     (18.0)
ADVANCED EMISSIO   ADES US         87.0      (42.3)     (18.0)
ADVENT SOFTWARE    AXQ GR         824.6     (114.8)    (202.7)
ADVENT SOFTWARE    ADVS US        824.6     (114.8)    (202.7)
AIR CANADA-CL A    AC/A CN      9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL A    ADH GR       9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL A    AIDIF US     9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL A    ADH TH       9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    ADH1 GR      9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    AIDEF US     9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    ADH1 TH      9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    AC/B CN      9,238.0   (3,470.0)    (452.0)
AK STEEL HLDG      AKS US       3,772.7     (181.0)     473.3
AK STEEL HLDG      AKS* MM      3,772.7     (181.0)     473.3
ALLIANCE HEALTHC   AIQ US         528.2     (131.1)      64.8
AMC NETWORKS-A     AMCX US      2,460.3     (680.1)     735.0
AMC NETWORKS-A     9AC GR       2,460.3     (680.1)     735.0
AMER AXLE & MFG    AYA GR       3,008.7     (101.6)     345.2
AMER AXLE & MFG    AXL US       3,008.7     (101.6)     345.2
AMR CORP           ACP GR      26,216.0   (8,216.0)  (1,034.0)
AMR CORP           AAMRQ* MM   26,216.0   (8,216.0)  (1,034.0)
AMR CORP           AAMRQ US    26,216.0   (8,216.0)  (1,034.0)
AMYLIN PHARMACEU   AMLN US      1,998.7      (42.4)     263.0
ANGIE'S LIST INC   8AL TH         111.8      (11.9)      (9.4)
ANGIE'S LIST INC   ANGI US        111.8      (11.9)      (9.4)
ANGIE'S LIST INC   8AL GR         111.8      (11.9)      (9.4)
ARRAY BIOPHARMA    AR2 TH         136.0      (21.9)      70.7
ARRAY BIOPHARMA    AR2 GR         136.0      (21.9)      70.7
ARRAY BIOPHARMA    ARRY US        136.0      (21.9)      70.7
AUTOZONE INC       AZO US       6,783.0   (1,532.3)    (657.7)
AUTOZONE INC       AZ5 GR       6,783.0   (1,532.3)    (657.7)
AUTOZONE INC       AZ5 TH       6,783.0   (1,532.3)    (657.7)
BENEFITFOCUS INC   BNFT US         54.8      (43.9)      (3.6)
BENEFITFOCUS INC   BTF GR          54.8      (43.9)      (3.6)
BERRY PLASTICS G   BP0 GR       5,045.0     (251.0)     550.0
BERRY PLASTICS G   BERY US      5,045.0     (251.0)     550.0
BIOCRYST PHARM     BCRX US         39.9       (9.0)      21.6
BIOCRYST PHARM     BO1 TH          39.9       (9.0)      21.6
BIOCRYST PHARM     BO1 GR          39.9       (9.0)      21.6
BOSTON PIZZA R-U   BPZZF US       156.7     (108.0)      (4.2)
BOSTON PIZZA R-U   BPF-U CN       156.7     (108.0)      (4.2)
BROOKLINE BANCRP   BRKL US      5,150.5       (8.5)       -
BROOKLINE BANCRP   BB3 GR       5,150.5       (8.5)       -
BRP INC/CA-SUB V   BRPIF US     1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   DOO CN       1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   B15A GR      1,768.0     (496.6)     (21.8)
BUILDERS FIRSTSO   B1F GR         505.5       (8.5)     188.3
BUILDERS FIRSTSO   BLDR US        505.5       (8.5)     188.3
BURLINGTON STORE   BURL US      2,594.2     (421.3)     139.7
BURLINGTON STORE   BUI GR       2,594.2     (421.3)     139.7
CABLEVISION SY-A   CVC US       7,588.1   (5,565.5)     (14.0)
CABLEVISION SY-A   CVY GR       7,588.1   (5,565.5)     (14.0)
CAESARS ENTERTAI   CZR US      26,844.8     (738.1)     833.8
CAESARS ENTERTAI   C08 GR      26,844.8     (738.1)     833.8
CALLIDUS SOFTWAR   CALD US        123.1       (2.2)       2.8
CALLIDUS SOFTWAR   CSQ GR         123.1       (2.2)       2.8
CAPMARK FINANCIA   CPMK US     20,085.1     (933.1)       -
CC MEDIA-A         CCMO US     15,296.5   (8,289.2)   1,259.4
CENTENNIAL COMM    CYCL US      1,480.9     (925.9)     (52.1)
CHOICE HOTELS      CHH US         562.7     (520.0)      75.1
CHOICE HOTELS      CZH GR         562.7     (520.0)      75.1
CIENA CORP         CIEN TE      1,727.4      (83.2)     763.4
CIENA CORP         CIEN US      1,727.4      (83.2)     763.4
CIENA CORP         CIE1 TH      1,727.4      (83.2)     763.4
CIENA CORP         CIE1 GR      1,727.4      (83.2)     763.4
COMVERSE INC       CM1 GR         844.8       (9.4)      (6.1)
COMVERSE INC       CNSI US        844.8       (9.4)      (6.1)
DELTA AIR LI       DAL US      45,772.0   (1,184.0)  (5,880.0)
DELTA AIR LI       OYC GR      45,772.0   (1,184.0)  (5,880.0)
DELTA AIR LI       DAL* MM     45,772.0   (1,184.0)  (5,880.0)
DIAMOND RESORTS    DRII US      1,073.5      (81.3)     682.4
DIAMOND RESORTS    D0M GR       1,073.5      (81.3)     682.4
DIRECTV            DTV CI      20,921.0   (5,688.0)     622.0
DIRECTV            DTV US      20,921.0   (5,688.0)     622.0
DIRECTV            DIG1 GR     20,921.0   (5,688.0)     622.0
DOMINO'S PIZZA     EZV GR         468.8   (1,328.8)      73.7
DOMINO'S PIZZA     DPZ US         468.8   (1,328.8)      73.7
DOMINO'S PIZZA     EZV TH         468.8   (1,328.8)      73.7
DUN & BRADSTREET   DB5 GR       1,838.5   (1,188.4)    (174.3)
DUN & BRADSTREET   DNB US       1,838.5   (1,188.4)    (174.3)
DUN & BRADSTREET   DB5 TH       1,838.5   (1,188.4)    (174.3)
DYAX CORP          DY8 GR          70.7      (37.0)      43.0
DYAX CORP          DYAX US         70.7      (37.0)      43.0
EASTMAN KODAK CO   KODN GR      3,815.0   (3,153.0)    (785.0)
EASTMAN KODAK CO   EKOD US      3,815.0   (3,153.0)    (785.0)
EVERYWARE GLOBAL   EVRY US        340.7      (53.6)     134.8
FAIRPOINT COMMUN   FRP US       1,606.4     (400.5)      19.6
FERRELLGAS-LP      FEG GR       1,356.0      (86.6)     (21.3)
FERRELLGAS-LP      FGP US       1,356.0      (86.6)     (21.3)
FIFTH & PACIFIC    LIZ GR         846.2     (213.7)     (64.6)
FIFTH & PACIFIC    FNP US         846.2     (213.7)     (64.6)
FIREEYE INC        FEYE US        139.5      (45.0)     (13.1)
FIREEYE INC        F9E GR         139.5      (45.0)     (13.1)
FOREST OIL CORP    FOL GR       1,913.7      (67.4)    (129.4)
FOREST OIL CORP    FST US       1,913.7      (67.4)    (129.4)
FREESCALE SEMICO   FSL US       3,129.0   (4,583.0)   1,235.0
FREESCALE SEMICO   1FS GR       3,129.0   (4,583.0)   1,235.0
GENCORP INC        GY US        1,411.1     (366.9)      27.9
GENCORP INC        GCY TH       1,411.1     (366.9)      27.9
GENCORP INC        GCY GR       1,411.1     (366.9)      27.9
GLG PARTNERS INC   GLG US         400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US       400.0     (285.6)     156.9
GLOBAL BRASS & C   BRSS US        576.5      (37.0)     286.9
GLOBAL BRASS & C   6GB GR         576.5      (37.0)     286.9
GOLD RESERVE INC   GDRZF US        23.7       (0.1)     (17.3)
GOLD RESERVE INC   GRZ CN          23.7       (0.1)     (17.3)
GRAHAM PACKAGING   GRM US       2,947.5     (520.8)     298.5
HCA HOLDINGS INC   HCA US      27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC   2BH TH      27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC   2BH GR      27,934.0   (7,485.0)   1,771.0
HD SUPPLY HOLDIN   HDS US       6,587.0     (753.0)   1,281.0
HD SUPPLY HOLDIN   5HD GR       6,587.0     (753.0)   1,281.0
HOVNANIAN ENT-A    HOV US       1,664.1     (467.2)     950.2
HOVNANIAN ENT-A    HO3 GR       1,664.1     (467.2)     950.2
HUGHES TELEMATIC   HUTCU US       110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US        110.2     (101.6)    (113.8)
IMMUNE PHARMACEU   IMNP TQ          1.0      (16.2)      (8.9)
INCYTE CORP        INCY US        334.2      (27.8)     210.4
INCYTE CORP        ICY TH         334.2      (27.8)     210.4
INCYTE CORP        ICY GR         334.2      (27.8)     210.4
INFOR US INC       LWSN US      6,202.6     (476.4)    (417.5)
INSYS THERAPEUTI   NPR1 GR         22.2      (63.5)     (70.0)
INSYS THERAPEUTI   INSY US         22.2      (63.5)     (70.0)
IPCS INC           IPCS US        559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US        124.7      (64.8)       2.2
JUST ENERGY GROU   JE US        1,505.7     (215.4)     (97.4)
JUST ENERGY GROU   1JE GR       1,505.7     (215.4)     (97.4)
JUST ENERGY GROU   JE CN        1,505.7     (215.4)     (97.4)
L BRANDS INC       LTD TH       6,072.0     (861.0)     613.0
L BRANDS INC       LTD GR       6,072.0     (861.0)     613.0
L BRANDS INC       LTD US       6,072.0     (861.0)     613.0
LDR HOLDING CORP   LDRH US         78.7       (0.6)       9.6
LIN MEDIA LLC      L2M GR       1,221.8      (63.5)     (97.2)
LIN MEDIA LLC      LIN US       1,221.8      (63.5)     (97.2)
LIN MEDIA LLC      L2M TH       1,221.8      (63.5)     (97.2)
LIPOCINE INC       LPCN US          0.0       (0.0)      (0.0)
LORILLARD INC      LLV GR       3,335.0   (1,855.0)   1,587.0
LORILLARD INC      LLV TH       3,335.0   (1,855.0)   1,587.0
LORILLARD INC      LO US        3,335.0   (1,855.0)   1,587.0
MACROGENICS INC    MGNX US         42.2      (10.9)       9.9
MANNKIND CORP      NNF1 TH        212.4     (152.4)    (234.6)
MANNKIND CORP      NNF1 GR        212.4     (152.4)    (234.6)
MANNKIND CORP      MNKD US        212.4     (152.4)    (234.6)
MARRIOTT INTL-A    MAQ GR       6,377.0   (1,493.0)  (1,063.0)
MARRIOTT INTL-A    MAQ TH       6,377.0   (1,493.0)  (1,063.0)
MARRIOTT INTL-A    MAR US       6,377.0   (1,493.0)  (1,063.0)
MARRONE BIO INNO   MBII US         25.6      (47.8)     (12.8)
MDC PARTNERS-A     MDZ/A CN     1,389.4      (16.6)    (204.5)
MDC PARTNERS-A     MDCA US      1,389.4      (16.6)    (204.5)
MDC PARTNERS-A     MD7A GR      1,389.4      (16.6)    (204.5)
MEDIA GENERAL-A    MEG US         739.6     (206.4)      30.6
MERITOR INC        MTOR US      2,477.0   (1,059.0)     278.0
MERITOR INC        AID1 GR      2,477.0   (1,059.0)     278.0
MERRIMACK PHARMA   MACK US        107.3      (58.3)      28.2
MONEYGRAM INTERN   MGI US       5,075.8     (148.2)      30.1
MORGANS HOTEL GR   MHGC US        580.7     (163.7)       9.9
MORGANS HOTEL GR   M1U GR         580.7     (163.7)       9.9
MPG OFFICE TRUST   MPG US       1,280.0     (437.3)       -
NANOSTRING TECHN   NSTG US         30.5       (2.0)      10.9
NATIONAL CINEMED   XWM GR         952.5     (224.6)     128.8
NATIONAL CINEMED   NCMI US        952.5     (224.6)     128.8
NAVISTAR INTL      IHR GR       8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      NAV US       8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR TH       8,241.0   (3,933.0)   1,329.0
NEKTAR THERAPEUT   NKTR US        412.8      (40.5)     144.1
NEKTAR THERAPEUT   ITH GR         412.8      (40.5)     144.1
NYMOX PHARMACEUT   NY2 TH           1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NY2 GR           1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NYMX US          1.4       (6.9)      (2.7)
OCI PARTNERS LP    OCIP US        438.9     (122.9)      72.2
OMEROS CORP        3O8 GR          23.1      (12.3)      10.4
OMEROS CORP        OMER US         23.1      (12.3)      10.4
OMTHERA PHARMACE   OMTH US         18.3       (8.5)     (12.0)
OPHTHTECH CORP     OPHT US         40.2       (7.3)      34.3
OPHTHTECH CORP     O2T GR          40.2       (7.3)      34.3
PALM INC           PALM US      1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDL TH         401.4       (1.3)      46.7
PDL BIOPHARMA IN   PDL GR         401.4       (1.3)      46.7
PDL BIOPHARMA IN   PDLI US        401.4       (1.3)      46.7
PHILIP MORRIS IN   PM US       37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1CHF EU   37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PMI SW      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM FP       37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   4I1 GR      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1EUR EU   37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   4I1 TH      37,140.0   (3,929.0)   2,049.0
PHILIP MORRIS IN   PM1 TE      37,140.0   (3,929.0)   2,049.0
PHILIP MRS-BDR     PHMO34 BZ   37,140.0   (3,929.0)   2,049.0
PLAYBOY ENTERP-A   PLA/A US       165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US         165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US      1,102.0      (70.2)     194.4
PLY GEM HOLDINGS   PG6 GR       1,102.0      (70.2)     194.4
PROTALEX INC       PRTX US          2.5       (8.5)      (2.4)
PROTECTION ONE     PONE US        562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US        474.4      (42.0)      99.0
QUINTILES TRANSN   Q US         2,426.7   (1,322.3)     217.5
QUINTILES TRANSN   QTS GR       2,426.7   (1,322.3)     217.5
RE/MAX HOLDINGS    RMAX US        238.1      (23.7)      31.5
RE/MAX HOLDINGS    2RM GR         238.1      (23.7)      31.5
REGAL ENTERTAI-A   RETA GR      2,608.4     (697.9)     (21.2)
REGAL ENTERTAI-A   RGC US       2,608.4     (697.9)     (21.2)
RENAISSANCE LEA    RLRN US         57.0      (28.2)     (31.4)
RENTPATH INC       PRM US         208.0      (91.7)       3.6
REVLON INC-A       REV US       1,269.7     (632.4)     180.6
REVLON INC-A       RVL1 GR      1,269.7     (632.4)     180.6
RINGCENTRAL IN-A   RNG US          48.5      (20.7)     (22.8)
RINGCENTRAL IN-A   3RCA GR         48.5      (20.7)     (22.8)
RITE AID CORP      RTA GR       7,169.0   (2,317.9)   1,943.6
RITE AID CORP      RAD US       7,169.0   (2,317.9)   1,943.6
RURAL/METRO CORP   RURL US        303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US       1,925.8     (294.4)     503.5
SALLY BEAUTY HOL   S7V GR       1,925.8     (294.4)     503.5
SILVER SPRING NE   9SI GR         506.9      (86.7)      69.5
SILVER SPRING NE   SSNI US        506.9      (86.7)      69.5
SILVER SPRING NE   9SI TH         506.9      (86.7)      69.5
SMART TECHNOL-A    SMA CN         539.2      (46.9)     252.6
SUNESIS PHARMAC    RYIN TH         50.6       (5.8)      15.3
SUNESIS PHARMAC    SNSS US         50.6       (5.8)      15.3
SUNESIS PHARMAC    RYIN GR         50.6       (5.8)      15.3
SUNGAME CORP       SGMZ US          0.2       (2.0)      (2.0)
SUPERVALU INC      SJ1 TH       4,691.0   (1,084.0)       2.0
SUPERVALU INC      SVU US       4,691.0   (1,084.0)       2.0
SUPERVALU INC      SJ1 GR       4,691.0   (1,084.0)       2.0
TAUBMAN CENTERS    TCO US       3,369.8     (191.4)       -
TAUBMAN CENTERS    TU8 GR       3,369.8     (191.4)       -
THRESHOLD PHARMA   THLD US        104.5      (25.2)      80.0
THRESHOLD PHARMA   NZW1 GR        104.5      (25.2)      80.0
TOWN SPORTS INTE   CLUB US        414.5      (43.7)     (14.3)
TOWN SPORTS INTE   T3D GR         414.5      (43.7)     (14.3)
TROVAGENE INC-U    TROVU US         9.6       (2.5)       7.1
ULTRA PETROLEUM    UPM GR       2,062.9     (441.1)    (266.6)
ULTRA PETROLEUM    UPL US       2,062.9     (441.1)    (266.6)
UNISYS CORP        UIS US       2,275.8   (1,536.0)     412.2
UNISYS CORP        UISCHF EU    2,275.8   (1,536.0)     412.2
UNISYS CORP        UIS1 SW      2,275.8   (1,536.0)     412.2
UNISYS CORP        UISEUR EU    2,275.8   (1,536.0)     412.2
UNISYS CORP        USY1 TH      2,275.8   (1,536.0)     412.2
UNISYS CORP        USY1 GR      2,275.8   (1,536.0)     412.2
VECTOR GROUP LTD   VGR US       1,069.5     (129.5)     384.8
VECTOR GROUP LTD   VGR GR       1,069.5     (129.5)     384.8
VENOCO INC         VQ US          695.2     (258.7)     (39.2)
VERISIGN INC       VRS TH       2,524.8     (273.9)     312.7
VERISIGN INC       VRS GR       2,524.8     (273.9)     312.7
VERISIGN INC       VRSN US      2,524.8     (273.9)     312.7
VIRGIN MOBILE-A    VM US          307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US        334.7       (3.4)     113.5
WEIGHT WATCHERS    WW6 GR       1,310.8   (1,561.1)     (84.7)
WEIGHT WATCHERS    WTW US       1,310.8   (1,561.1)     (84.7)
WEST CORP          WT2 GR       3,462.1     (819.5)     338.0
WEST CORP          WSTC US      3,462.1     (819.5)     338.0
WESTMORELAND COA   WLB US         933.6     (281.6)     (11.1)
XERIUM TECHNOLOG   XRM US         600.8      (35.1)     123.8
XOMA CORP          XOMA US         76.9      (16.9)      46.5
XOMA CORP          XOMA TH         76.9      (16.9)      46.5
XOMA CORP          XOMA GR         76.9      (16.9)      46.5
YRC WORLDWIDE IN   YRCW US      2,172.5     (641.5)     105.5


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***