TCR_Public/131017.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, October 17, 2013, Vol. 17, No. 288


                            Headlines

1236 AVENUE: Case Summary & 2 Unsecured Creditors
AFA INVESTMENT: Hires ASK LLP to Pursue Avoidance Actions
AFFAIRS AFLOAT: Voluntary Chapter 11 Case Summary
ALITALIA SPA: New Funding Needed to Avoid Bankruptcy
AUTOMATED BUSINESS: Section 341(a) Meeting Set on Nov. 4

BIG LAKE VILLAGES: Case Summary & 13 Unsecured Creditors
BROWN MEDICAL: Case Summary & 19 Largest Unsecured Creditors
C&S WHOLESALE: S&P Raises CCR to 'BB'; Outlook Stable
CAPITOL BANCORP: To Sell Remaining Banks
CHRYSLER GROUP: Trust Estimates Stake Valued at $3.6-Bil.

CARIBBEAN INTERNATIONAL: El Vocero Defends Sales Maneuver
DEL MONTE: Announced Sale No Impact on Fitch Ratings
DETROIT, MI: $350-Mil. Financing from Barclays Announced
DETROIT, MI: Dillon Says No Plan to Use Ch. 9 to Slash Pensions
DETROIT, MI: DOJ Defends Use of Chapter 9 Bankruptcy

E.H. MITCHELL: Employs Robert L. Marrero as Bankruptcy Counsel
EAST COAST BROKERS: Murray Associates Set to Auction Assets
EL FARMER: Gets Oct. 21 Extension to File Plan
ENDICOTT INTERCONNECT: Taps Davidson Fox as Accountants
ENERGY FUTURE: Creditors Squabble Over Utility's Future

ENERGY SOLUTIONS: Moody's Hikes CFR to 'B3' & Sr. Notes to 'Caa2'
ENNIS COMMERCIAL: Can Employ Lang Richert as Bankr. Counsel
GENERAL MOTORS: Should Not Pay Hedge Funds' Fees
GRAY TELEVISION: Moody's Rates New $300MM Add-on Notes 'Caa1'
GRAY TELEVISION: S&P Affirms 'B+' CCR on Debt Repayment Plan

GREGORY & PARKER: Oct. 17 Hearing on Bid to Appoint Trustee
GROEB FARMS: Proposes Nov. 6 Disclosure Statement Hearing
GROEB FARMS: Can Obtain $17.1-Mil. DIP Loan from HC Capital
GROEB FARMS: Asks Court to Set Claims Bar Dates
JOHN PEOPLES: To Sell Aliquippa Property for $125,000

JVP ENTERPRISES: Temporary Receiver Appointed
KB HOME: Fitch Assigns 'B+' Rating to $350MM Sr. Unsecured Notes
KB HOME: Moody's Affirms B2 CFR & Rates $350MM Unsecured Notes B2
KB HOME: S&P Assigns 'B' Rating on $350MM Senior Unsecured Notes
KBI BIOPHARMA: Sec. 341(a) Meeting of Creditors Set for Oct. 24

KBI BIOPHARMA: Files Ch. 11 Plan & Disclosure Statement
KBI BIOPHARMA: Seeks Authority to Use Cash Collateral
KBI BIOPHARMA: Employs Ivey McClellan as Bankruptcy Counsel
KESWICK ASSOCIATES: Voluntary Chapter 11 Case Summary
LANDAUER HEALTHCARE: Files Ch. 11 Plan Based on Sale to Quadrant

LANDRICA DEVELOPMENT: Foreclosure Sale Postponed Again
LEUCADIA NATIONAL: Fitch Keeps BB Rating on Convertible Sub. Notes
LEUCADIA NATIONAL: Moody's Rates $750MM Sr. Unsecured Debt 'Ba2'
LIME ENERGY: Amends 2012 Annual Report
LIME ENERGY: To Effect 1-for-7 Reverse Stock Split

LUCID INC: Modifies 2012 & 2013 Term Loan with Northeast Capital
MAXCOM TELECOMUNICACIONES: Plan Declared Effective
MEDICURE INC: FDA Approves Supplemental New Drug Application
MF GLOBAL: Corzine, Others' Defense Costs "Exorbitant"
MISSION NEW ENERGY: Completes Sale of Biodiesel Refinery

MMRGLOBAL INC: Reports Unregistered Sales of Securities
MMX MINERACAO: In Deal to Sell Port Stake to Trafigura, Mubadala
MONTE VISTA GARDENS: Voluntary Chapter 11 Case Summary
MONTREAL MAINE: Wants to Borrow Up to $3 Million From Camden Bank
MOTORCAR PARTS: Amends Forms S-1 Prospectuses

MOTORCAR PARTS: To Purchase CEO's Stock Options
MRM 88: Voluntary Chapter 11 Case Summary
NAVISTAR INTERNATIONAL: Closes $200 Million Notes Offering
ORCHARD SUPPLY: Claims Bar Date Set for Oct. 25
OSAGE EXPLORATION: Completes Sale of 100% Interests in Cimarrona

PENINSULA HOSPITAL: Wins Access to Cash Collateral Thru Dec. 31
PERSONAL COMMUNICATIONS: Can Tap BG Strategic as Investment Banker
PERSONAL COMMUNICATIONS: $105MM Sale Gets Green Light
PHYSIOTHERAPY ASSOCIATES: S&P Cuts & Then Withdraws 'D' CCR
PLUG POWER: Hosts Conference Call to Discuss Business Updates

PLUG POWER: Gets NASDAQ Listing Non-Compliance Notice
PLUG POWER: Receives NASDAQ Notice of Non-Compliance
PULSE ELECTRONICS: Appoints M. Bond as Chief Financial Officer
RESIDENTIAL CAPITAL: Collateral Clash Will Be Heart of Trial
RG STEEL: Baltimore County Opposes Rejection of 2001 Lease

RG STEEL: Metalmart Opposes Rejection of Supply Agreement
RIDGECREST RDA: Moody's Withdraws Ba1 Rating on Successor's Bonds
SAGEWOOD LLC: Voluntary Chapter 11 Case Summary
SAN BERNARDINO, CA: Retirees Form Committee to Watch Over Case
SAVIENT PHARMACEUTICALS: Files for Chapter 11 Bankruptcy

SAVIENT PHARMACEUTICALS: Gets Approval of Key First Day Motions
SCHOOL SPECIALTY: Moody's Cuts CFR to Caa1 & Loan Rating to Caa2
SEMGROUP LP: Investors Tell 2nd Circ. Not to Revive Barclays Suit
SH 130: Moody's Cuts Rating on $686MM Sr. Bank Facility to 'Caa3'
SINO-FOREST: Nov. 18 Hearing on US Recognition of E&Y Settlement

SOUTH FLORIDA SOD: Plan Hinges on McCall Ranch Sale to Pay Claims
SPEEDEMISSIONS INC: Porter Keadle Replaces HA&W as Accountants
SPRINGLEAF FINANCE: Moody's Lowers CFR & Sr. Unsec. Ratings to B3
STOCKTON, CA: Moody's Lowers 2007 Pension Bonds Rating to 'Ca'
SUNRIDGE DEVELOPMENTS: Case Summary & Largest Unsecured Creditor

SUNTECH POWER: Bondholders Seek to Force Co. Into U.S. Bankruptcy
SUNTECH POWER: Reports Developments on Unit's Restructuring
SUNY DOWNSTATE: Closure of Long Island College Hospital Barred
TEE INVESTMENT: Ch.11 Trustee Appointed to Replace Management
TELE COLUMBUS: Investos Cinven, CVC in Talks to Buy Cable Company

TORRY AND SONS: Goes Into Receivership, Cuts Jobs
UNI-PIXEL INC: Goldberg Capital Held 5.7% Stake at June 11
UNITED AMERICAN: Borrows $50,000 From St. George Investments
UNITEK GLOBAL: S&P Raises CCR to 'B-' & Sr. Loan Rating to 'CCC+'
UNIVERSITY GENERAL: To Discuss Fiscal 2013 Results on October 17

US VIRGIN ISLANDS: Fitch Affirms 'BB' Gen. Obligation Bond Rating
VISUALANT INC: Amends 162.1 Million Shares Resale Prospectus
W.R. GRACE: Inks Agreement to Acquire Dow's UNIPOL Business
WAVE SYSTEMS: EXO5 LLC to Sell 372,578 Class A Shares
WAVE SYSTEMS: William Solms Named Acting CEO

WAVE SYSTEMS: Further Amends $20 Million Securities Prospectus
WESTERN FUNDING: Panel Hires Schwartzer & McPherson as Counsel
WESTERN STAR: Case Summary & 20 Largest Unsecured Creditors

* Fitch: Interest Rate Shock Hit Smaller U.S. Banks Harder in 3Q
* Fitch Says CDS on North American Banks Tighten 36%
* CRE Finance Council Calls for LT Debt Ceiling Crisis Solution
* S&P Subpoenas Federal Reserve Board as Part of U.S. Suit
* Government Shutdown Hurts Business Travel Sector

* Campaign to Fix the Debt Lauds Senate Plan to Reopen Govt.
* Rep. Velazquez Comments on Agreement to End Govt. Shutdown
* USHCC President Joins Panetta's Call to Raise Debt Ceiling
* TMA Elects Honorable Kevin J. Carey as 2014 President
* Business Travel at Risk From Shutdown & Threat of Default

* National Credit Default Rates Slightly Up in September 2013
* Z Capital Appoints William Monagle as Chief Operating Officer

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


1236 AVENUE: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: 1236 Avenue U Corp
        25 Northway
        Bronxville, NY 10708

Case No.: 13-23689

Chapter 11 Petition Date: October 15, 2013

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Hon. Robert D. Drain

Debtor's Counsel: Pro Se

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Frank Rosemberg, member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nysb13-23689.pdf


AFA INVESTMENT: Hires ASK LLP to Pursue Avoidance Actions
---------------------------------------------------------
AFA Investment, Inc. and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ ASK LLP as avoidance action counsel, nunc pro tunc to
Oct. 2, 2013.

The Debtors requires ASK LLP to:

   (a) prepare Preference Reports;

   (b) prepare Age Comparison Reports;

   (c) analyze 20-day 11 U.S.C. Sec. 563(b)(9) claims;

   (d) send pre-suit demand letters; and

   (e) file and prosecute Avoidance Actions.

ASK LLP's contingency fee structure, which is a sliding scale
depending on whether the collection is obtained through pre-suit
demand letters (20%); collections achieved post-suit but before
judgment (25%) and collections that occur post-judgment (30%).

ASK LLP will be responsible for the legal fees of its local
counsel and will not seek reimbursement for these fees; provided,
however, the expenses of local counsel will be chargeable against
the gross proceeds as if they were incurred by ASK LLP.  Pursuant
to the Global Settlement and Engagement Letter, ASK LLP's local
counsel's hourly rate shall not exceed $250 for counsel and $150
for paraprofessionals.

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

Joseph L. Steinfeld, Jr., managing partner of ASK LLP, 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 Nov. 13, 2013, at 11:30 a.m.  Objections, if any, are
due Oct. 25, 2013, at 4:00 p.m.

ASK LLP can be reached at:

       Joseph L. Steinfeld, Jr., Esq.
       ASK LLP
       2600 Eagan Woods Drive, Suite 400
       St. Paul, MN 55121
       Tel: (651) 289-3850
       E-mail: jsteinfeld@askllp.com

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
AFA had seven facilities capable of producing 800 million pound of
ground beef annually.  Revenue in 2011 was $958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Laura Davis Jones,
Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias
S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B.
Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta,
Georgia, represent the Debtors.  FTI Consulting Inc. serves as the
Debtors' financial advisors and Imperial Capital LLC serves as
marketing consultants.  Kurtzman Carson Consultants LLC serves as
noticing and claims agent.

As of Feb. 29, 2012, the Debtors' books and records on a
consolidated basis, reflected approximately $219 million in assets
and $197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Debtors' cases.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon
LLP serves as co-counsel.  The Committee also obtained approval to
retain J.H. Cohn LLP as its financial advisor.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July 2012.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AFFAIRS AFLOAT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Affairs Afloat, Inc.
        1632 York Avenue
        New York, NY 10028

Case No.: 13-13356

Chapter 11 Petition Date: October 15, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Burton R. Lifland

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR,
                  LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  Email: jpasternak@ddw-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Peter Lerner, chairman.
The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


ALITALIA SPA: New Funding Needed to Avoid Bankruptcy
----------------------------------------------------
Gilles Castonguay, writing for The Wall Street Journal, reported
that Alitalia's shareholders have approved a proposal to raise up
to EUR300 million (US$406.9 million) in new funding in an effort
to save the troubled Italian airline from bankruptcy.

Its board also agreed to resign, according to a statement on Oct.
15, the WSJ report related.

Under the proposal, Italy's state-owned postal services operator,
Poste Italiane, and one of its biggest banks UniCredit SpA will
become shareholders in the airline, the report said.

Poste Italiane has pledged to buy up to EUR75 million worth of
stock from any shareholders who decide not to participate in the
capital increase, the report further related.

The postal service company was recruited by the government to help
the airline, considered a strategic asset for the country, the
report added.  It would mark the state's return as a shareholder
in the airline, after Alitalia was privatized five years ago.

                         About Alitalia

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


AUTOMATED BUSINESS: Section 341(a) Meeting Set on Nov. 4
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Automated
Business Power, Inc., and Automated Business Power Holding Co
will be held on Nov. 4, 2013, at 10:00 a.m. at 341 meeting room
6th Floor at 6305 Ivy Ln., Greenbelt.  Creditors have until
Feb. 2, 2014, to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Automated Business Power, Inc., and Automated Business Power
Holding Co filed their Chapter 11 petitions (Bankr. D. Md. Case
Nos. 13-27123 and 13-27125) on Oct. 8, 2013.  The petitions were
signed by Daniel Akman as president.  The Debtors estimated assets
of at least $50 million and liabilities of at least $10 million.
ZUCKERMAN SPAEDER LLP serves as the Debtors' counsel.


BIG LAKE VILLAGES: Case Summary & 13 Unsecured Creditors
--------------------------------------------------------
Debtor: Big Lake Villages, Inc.
        380 US 27 North
        South Bay, FL 33493

Case No.: 13-34794

Chapter 11 Petition Date: October 15, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Hon. Erik P. Kimball

Debtor's Counsel: Geoffrey S. Aaronson, Esq.
                  100 SE 2nd St # 2700
                  Miami, FL 33131
                  Tel: 786.594.3000
                  Email: gaaronson@aspalaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Calvin D. Alston, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb13-34794.pdf


BROWN MEDICAL: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brown Medical Center, Inc.
        4131 Directors Row
        Houston, TX 77092

Case No.: 13-36405

Chapter 11 Petition Date: October 15, 2013

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

Judge: Hon. Marvin Isgur

Debtor's Counsel: Spencer D. Solomon, Esq.
                  NATHAN SOMMERS JACOBS, P.C.
                  2800 Post Oak Blvd., 61st Floor
                  Houston, TX 77056
                  Tel: (713) 960-0303
                  Fax: (713) 892-4800
                  Email: ssolomon@nathansommers.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Ronald Sommers, authorized agent.

List of Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
BHCF                              -                   $3,955,356
4131 Directors Row
Houston, TX 77092

Castlemane Farms, Inc.            -                     $489,286
4131 Directors Row
Houston, TX 77092

CBS                               -                     $155,375
5233 Bridge St
Fort Worth, TX 76103

CBS Outdoor                      -                    $426,375
1600 Studemont
Houston, TX 77007

Cogent Communications, Inc.      -                    $121,297

Eastbourne Mopac, LLC            -                     $95,285

Farnam Street Financial          -                    $117,333

Fox                              -                    $124,185

Fox                              -                    $113,015

Great America Leasing Corp       -                     $65,096

Ink Publishing                   -                    $100,000

McDowell Mountain Medical        -                    $147,342

MG Brown International           -                  $2,115,540

4131 Directors Row
Houston, TX 77092
MG Brown Investment Group        -                  $2,229,152
4131 Directors Row
Houston, TX 77092

Regan Outdoor                    -                  $1,822,275
7301 Burleson Rd
Austin, TX 78701

Siena VI Holdings LP             -                    $105,078
1769 N Buffalo Dr, Ste 101
Las Vegas, NV 89128

Szabo                            -                   $3,126,762
3355 Lenox Road, N.E., Ste 945
Atlanta, GA 30326

Texas J&K Management             -                     $111,863

Westbourne, Ltd                  -                     $332,700
c/o David Kozman
33 Bloor Street East, Suite 401
Toronto, Ontario M4W 3H1, Canada


C&S WHOLESALE: S&P Raises CCR to 'BB'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings on
C&S Wholesale Grocers, including its corporate credit rating,
which we raised to 'BB' from 'BB-'.  The outlook is stable.  At
the same time, S&P revised the recovery rating on the company's
$300 million senior secured notes to '3' from '4' given the
redemption of about $30 million of these notes, bringing the
balance to $240 million as of June 29, 2013.  The '3' recovery
rating indicates S&P's expectation for meaningful 50%-70% recovery
in the event of payment default.

"The upgrade reflects the expected improvement in C&S' financial
risk profile to "significant" from "aggressive".  C&S will benefit
from significant sales growth in fiscal 2014 from its new contract
with BI-LO LLC (B/Stable) to supply 480 additional Winn Dixie
stores, as well as our expectation for volume growth with existing
customers," said credit analyst Ana Lai.  "These benefits will be
partly offset by some gross margin pressure and the loss of two
smaller customers and lower volume from large customer A&P."

The stable outlook reflects S&P's expectations that C&S will
maintain credit protection measures in line with a significant
financial risk profile because of its ability to grow sales volume
despite margin pressure and mature industry conditions for grocery
retailing, resulting in debt leverage in the mid- to low-3.0x
area.

S&P could lower the rating if debt leverage rises due to a more
aggressive financial policy from acquisitions or return to
shareholders, such that debt leverage rises toward mid-4.0x on a
sustained basis

A higher rating is not a near term consideration, but could be
considered if C&S can achieve a sustained improvement in its
financial risk profile to levels consistent with an intermediate
financial risk profile.  This could occur if sales growth reaches
about 30% while gross margin and debt levels remains stable,
resulting in debt leverage in the mid-2.0x area.


CAPITOL BANCORP: To Sell Remaining Banks
----------------------------------------
Michael Rapoport, writing for The Wall Street Journal, reported
that Capitol Bancorp Ltd. on Oct. 14 agreed to sell its four
remaining consolidated banks to Talmer Bancorp Inc., a Michigan
bank holding company backed by billionaire financier Wilbur Ross.

According to the report, the banks to be sold are Bank of Las
Vegas, Indiana Community Bank, Michigan Commerce Bank and Sunrise
Bank of Albuquerque, N.M., Capitol said. The deal is subject to
regulatory approval.

Joseph D. Reid, Capitol's chairman and chief executive, said the
company was "pleased to provide the banks with a strategic partner
that has the resources and capital to support the banks' long-term
success," the report cited.

Capitol Bancorp, based in Lansing, Mich., once owned more than 60
small banks but was hit hard by the real-estate bust and recession
and began selling assets in 2009, the WSJ report related.  The
company had several weak banks that were allowed to endure even
though they labored under severe capital shortfalls for three
years or more. Some of the company's remaining banks also are
significantly undercapitalized.

Capitol filed for Chapter 11 bankruptcy protection in 2012, and
regulators shut down five of its banks earlier this year, the
report pointed out.

                     About Capitol Bancorp

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

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

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

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

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

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


CHRYSLER GROUP: Trust Estimates Stake Valued at $3.6-Bil.
---------------------------------------------------------
Christina Rogers, writing for The Wall Street Journal, reported
that a union-affiliated trust fund set up to pay medical expenses
for Chrysler Group LLC retirees said its ownership stake in the
U.S. auto maker was worth $3.6 billion at the end of 2012,
according to a recent federal filing.

The WSJ report related that current value of the trust's 41.5%
stake in Chrysler is at the heart of a continuing battle between
the fund's managers and Chrysler majority owner Fiat SpA. The UAW
Retiree Medical Benefits Trust took the stake in Chrysler as part
of the U.S. auto maker's 2009 bankruptcy, but is now eager to
divest its holdings to pay for retiree health-care benefits.

The trust said the value of its Chrysler shares gained about $900
million in 2012, the report related.  That gain helped drive an
18% increase in the fund's overall assets, which were $10.3
billion by the year's end, according to a 2012 financial statement
on the U.S. Department of Labor website.

Its calculations put the total value of Chrysler at about $8.7
billion at the end of 2012, the report added.

Fiat, which owns 58.5% of Chrysler, is negotiating to buy the
trust's stake in a private deal, but the two sides haven't been
able to agree on a price, the report further related.  Absent a
deal, Chrysler would have to move forward with an initial public
offering of stock that could take place early next year. Sergio
Marchionne, chief executive of Chrysler and Fiat, has said he
hopes to avoid a public stock sale.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles
and products.  Headquartered in Auburn Hills, Michigan, Chrysler
Group LLC's product lineup features some of the world's most
recognizable vehicles, including the Chrysler 300, Jeep Wrangler
and Ram Truck.  Fiat will contribute world-class technology,
platforms and powertrains for small- and medium-sized cars,
allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved by
the Bankruptcy Court, the company formerly known as Chrysler LLC
in June 2009, formally sold substantially all of its assets to the
new company, named Chrysler Group LLC.

                           *     *     *

Chrysler has a 'B1' corporate family rating from Moody's.  Moody's
upgraded the rating from 'B2' to 'B1' in February 2013.  In May
2013, Standard & Poor's Ratings Services affirmed its ratings,
including the 'B+' corporate credit rating, on Chrysler Group.  At
the same time, S&P revised its outlook to positive from stable.


CARIBBEAN INTERNATIONAL: El Vocero Defends Sales Maneuver
---------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
Puerto Rico's struggling Spanish-language newspaper El Vocero has
a survival strategy to avoid becoming yet another victim of the
consolidation wave sweeping the media industry.

According to the report, attorneys who put the daily newspaper
into bankruptcy in September want to sell it but with a
controversial restriction: they want the power to throw out bids
from investors who already own other newspapers on the island.

That proposed rule, which needs approval from a bankruptcy judge,
would block offers from the influential Ferre family that controls
the competing El Nuevo Dia newspaper, preventing them from buying
El Vocero and either shutting it down or creating "an illegal
monopoly," said El Vocero president Peter Miller in court papers,
the report related.

"The inability to continue publishing El Vocero could jeopardize
the vigorous exercise of the freedom of the press and the freedom
of speech guaranteed by the First Amendment of the Constitution of
the United States," the newspaper's attorneys wrote in court
papers filed on Oct. 13, the report added.  "Should El Vocero
disappear, it would essentially mean that Puerto Rico would be
receiving its news from only one daily newspaper, certainly not
something that anyone desires."

The island's popular morning radio shows often amplify news
stories that have been published in both El Nuevo Dia and El
Vocero, Mr. Miller said, the report further related.  El Vocero,
in particular, publishes columns by Ricky Rossello, a rumored
aspiring political candidate whose political advocacy group is
pushing for the island to become a U.S. state.

Caribbean International Newscorporation, aka El Vocero, sought
protection under Chapter 11 of the Bankruptcy Code (Case No. 13-
07759, Bankr. D.P.R.) on Sept. 20, 2013.  The case is assigned to
Judge Mildred Caban Flores.

The Debtor's is represented by Alexis Fuentes Hernandez, Esq., at
FUENTES LAW OFFICES, LLC, in San Juan, Puerto Rico.

The Debtor disclosed $6,409,656 in assets and $90,543,134 in
liabilities in its schedules of assets and liabilities.

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb13-07759.pdf

The petition was signed by Peter Miller, Esq., president.


DEL MONTE: Announced Sale No Impact on Fitch Ratings
----------------------------------------------------
According to Fitch Ratings, there is no immediate change to
Del Monte Corporation's (DMC) ratings based on DMC's divestiture
announcement.

On Oct. 10, 2013, DMC announced a definitive agreement to sell its
Consumer Products business, including Del Monte brand rights in
the United States and South America, to Del Monte Pacific Limited
(DMPL) for US$1.675 billion. The transaction is expected to close
by the first quarter of calendar 2014 and is subject to customary
approvals and a working capital adjustment. DMPL put US$100
million cash in escrow that would be released to DMC if the
transaction does not close. Fitch believes the transaction has a
high likelihood of closing. DMC plans to change its name to
reflect the pet products business. DMC's Consumer Products include
#1 branded market share positions in major processed fruit and
vegetable categories and #2 positions in tomato and broth.

Potential Deleveraging from Transaction:

According to DMC's term loan agreement, the Net Cash Proceeds from
the transaction, as defined, must be utilized for debt reduction.
However, significant uncertainty remains regarding the magnitude
and timing of debt reduction because gross proceeds may be reduced
by items including taxes, reasonable reserves, debt secured by
liens, reasonable fees and amounts reinvested or committed to be
reinvested in the business within 12 months. A potentially low tax
basis and other carve outs above could exclude a significant
amount of the proceeds from mandatory debt reduction.

Per Fitch, total debt-to-operating EBITDA was 6.5 times (x),
operating EBITDA-to-gross interest expense was 2.4x, and funds
from operations (FFO) fixed charge coverage was 1.8x for the
latest 12 month (LTM) period ended July 28, 2013. These credit
measures are in line with the rating category. At July 28, 2013,
DMC had approximately $3.9 billion of total debt.

Recovery Could Improve:

Given Fitch's assumptions regarding the enterprise value of the
remaining Pet Products business and the amount of debt remaining
subsequent to any prepayments, Fitch anticipates that recovery and
corresponding credit ratings for the secured term loan and senior
unsecured notes could be upgraded if a substantial amount of the
gross proceeds are applied to reduce the secured term loan.

Future Capital Structure Uncertain:

Regardless of the amount of debt reduction related to the
transaction, DMC's capital structure and management's financial
strategy may change as a stand-alone Pet company. Depending on the
new capital structure, ratings could go up or down. Fitch believes
the company is likely to continue to be acquisitive, as evidenced
by the company's recent Natural Balance Pet Foods net acquisition
for $337.5 million. DMC used cash for that acquisition. Fitch
estimates that this acquisition could add approximately $300
million in annual sales. The Pet Products company plans to place
greater emphasis on pet snacks and the pet specialty channel.

Smaller Company, Higher Margins:

The Pet Products segment generated 53% of the combined company's
sales for the LTM period ending July 28, 3013, and 73% of EBITDA.
Per Fitch, sales and EBITDA of the remaining company are
approximately $2 billion and $450 million, respectively. Fitch
estimates that Pet Products' margins are nearly 23%, dwarfing the
roughly 9% margins in Consumer Products.

While the divestiture could be a deleveraging event, DMC's Issuer
Default Rating (IDR) would also incorporate the firm's smaller
size, lack of diversification, currently promotional landscape and
much larger, better capitalized competitors such as Nestle
('AA+'/Outlook Stable) and Mars. Fitch expects the operating
environment to remain competitive but Del Monte should benefit
from moderation in cost inflation offset by COGS productivity.

In the first quarter of fiscal 2014, Pet Products benefited from
price realization but experienced softer volumes in existing
products. The company expects stronger Pet Products innovation in
the second half of the fiscal year. DMC is committed to driving
innovation and investing behind its brands, which include Milk-
Bone, Meow Mix, 9 Lives, Kibbles 'n Bits, Milo's Kitchen and
Natural Balance. Del Monte has well-known brands, many of which
hold leading market share positions, in subcategories facing
favorable demographic trends. Pet food/snacks is benefiting from
significant household dog and cat ownership.

Liquidity, Maturities, Debt Terms:

DMC's current ratings reflect the company's high financial
leverage, good cash flow generation, ample liquidity, and
competitive market position. The ratings of the stand-alone pet
company will incorporate the company's prospects for leverage,
free cash flow (FCF) generation, and liquidity. Although leverage
is currently high, liquidity is adequate at $624 million at July
28, 2013.

The company's asset-based loan (ABL) revolver expires March 2016,
$2.6 billion of term loans mature March 2018, and $1.3 billion of
7.625% notes are due in February 2019. Annual term loan
amortization payments of $26.4 million are due in fiscal 2015
through fiscal 2017. The company is subject to mandatory term loan
debt prepayment with up to 50% of excess cash flow, as defined by
the company's credit agreement. The requirement steps down to 25%
if leverage is less than or equal to 5.5x or 0% if leverage is
less than or equal to 4.5x.

Del Monte's ABL revolver has a first-priority lien on accounts
receivable, inventory and cash (ABL Priority Collateral) which are
more liquid assets. The ABL revolver has a second-priority lien on
substantially all of Del Monte's other assets. The company's
secured term loan has a first-priority lien on substantially all
other assets and a second-priority lien on ABL Priority
Collateral.

The current 'RR1' Recovery rating (see end of press release for
ratings) on Del Monte's ABL revolver indicates that Fitch views
recovery prospects on these obligations as outstanding at 91% or
better. The existing 'RR2' rating on the secured term loan
reflects Fitch's opinion that recovery would be superior in the
71% - 90% range. The current 'RR6' rating on Del Monte's 7.625%
notes reflects Fitch's opinion that recovery for unsecured
bondholders could be poor at 10% or less if there were a
restructuring event.

Fitch currently rates Del Monte Corporation as follows:

-- Long-term Issuer Default Rating (IDR) at 'B';
-- $750 million asset-based loan (ABL) revolver at 'BB/RR1';
-- $2.6 billion secured term loan B at 'BB-/RR2';
-- $1.3 billion unsecured notes at 'CCC+/RR6'.

The Rating Outlook is Stable.


DETROIT, MI: $350-Mil. Financing from Barclays Announced
--------------------------------------------------------
BankruptcyData reported that the City of Detroit Emergency Manager
Kevyn Orr announced that the City has received a commitment for
senior secured post-petition financing of up to $350 million from
Barclays that will be used to pay off a pension related-debt and
finance improvement for government services during the Chapter 9
proceedings.

"Today is another important step in the continued revitalization
of Detroit," comments Orr. "We said at the outset of this process
that we are committed to improving the financial condition of
Detroit and the lives of its 700,000 citizens, and our team worked
tirelessly to bring this significant post-petition financing to
bear. We are very encouraged by the level of interest we received
from the financial community, its implicit support of the work we
are doing and their desire to participate in the ongoing recovery
of one of America's great and vibrant cities."

According to the report, the financing commitment from Barclays in
the amount of up to $350 million carries an interest rate of LIBOR
+ 2.5% (with a 1% LIBOR floor), subject to market flex. The
outside maturity date for the financing is two years and six
months from the closing date, with a commitment fee in connection
with the financing due from the City.

The financing is secured by a pledge of income tax revenues,
wagering tax revenues and net cash proceeds from any potential
monetization of City assets that exceeds $10 million. Asset
monetizations are not required. Barclays will be given a claim on
the borrowing that has priority over all administrative expense
claims, all other post-petition claims and prepetition unsecured
claims.

                    About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Dillon Says No Plan to Use Ch. 9 to Slash Pensions
---------------------------------------------------------------
Chad Livengood, writing for The Detroit News, reported that Gov.
Rick Snyder's administration was more focused on keeping Detroit
from running out of cash than addressing its long-term debt as the
state's largest city inched toward bankruptcy earlier this year,
state Treasurer Andy Dillon testified this week.

According to the report, Dillon told labor union attorneys in a
sworn deposition dated Oct. 10 that the Snyder administration was
aware of the state constitution's protection of pensions as a
contractual commitment, but wanted to let a bankruptcy judge
decide if those contracts apply under federal law.  But Dillon
denied there was a concerted effort to use Chapter 9 bankruptcy to
slash an estimated $3.5 billion in debt Detroit owes more than
23,000 retirees with vested pension rights, according to a draft
transcript obtained on Oct. 11 by The Detroit News.

"There was no discussion about how do you circumvent any liability
and there was no talk about hair cutting bond holders or
pensioners or walking away from health care but there was general
discussions I'm sure about the condition of the balance sheet,"
Dillon testified, the report related.

Attorneys for labor unions and retirees opposed to Detroit's
eligibility grilled Dillon and Snyder aide Rich Baird under oath
on Oct. 10 with similar questions posed a day earlier to the
governor about how pensioners should be treated in the debt-
cutting process, the report said.

Dillon resigned as state treasurer on Oct. 11, citing fallout from
a contentious divorce that he said was distracting from his
ability to serve effectively, the report added.

                    About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: DOJ Defends Use of Chapter 9 Bankruptcy
----------------------------------------------------
Nathan Bomey, writing for The Detroit Free Press, reported that
the U.S. Justice Department on Oct. 11 defended the
constitutionality of Chapter 9 bankruptcy after several Detroit
creditors challenged the law in a bid to derail the city's
bankruptcy filing.

According to the report, the U.S. government filed a memorandum in
Bankruptcy Court rejecting challenges to Chapter 9 from several
creditors -- notably including Michigan Council 25 of AFSCME,
Detroit's largest employee union.

The federal government's 26-page filing argued that Chapter 9
"scrupulously respects state sovereignty and the principles of
federalism," presenting Supreme Court case law and legislative
context supporting its argument, the report related.

"And Chapter 9 does not interfere with the fundamental political
process, the individual citizen's right to vote, through which
those officials can be held accountable for providing the
framework and authorization under which the debtor entered," the
U.S. argued, the report further related.

The government did not address whether the city of Detroit is
eligible for bankruptcy or whether it should be allowed to enact
pension cuts, a key point of contention, the report noted.

                    About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


E.H. MITCHELL: Employs Robert L. Marrero as Bankruptcy Counsel
--------------------------------------------------------------
E.H. Mitchell & Company, L.L.C., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to employ
Robert L. Marrero as bankruptcy counsel to be paid the following
hourly rates:

      Partners                      $300
      Associates                $100 to $200
      Para-professionals             $75

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.

E. H. Mitchell & Company, L.L.C., sought protection under Chapter
11 of the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786,
Bankr. E.D. La.).  The case is assigned to Judge Jerry A. Brown.

The Debtor is represented by Robert L. Marrero, Esq., at ROBERT
MARRERO, LLC, in New Orleans, Louisiana.

The Debtor estimated its assets to range from $100 million to $500
million and liabilities to range to $1 million to $10 million.

The petition was signed by Michael Furr, secretary/member.


EAST COAST BROKERS: Murray Associates Set to Auction Assets
-----------------------------------------------------------
After spending much of the year on the biggest set of auctions in
the company's history, the Murray Wise Associates team now faces a
new challenge, with a lineup of Illinois sales that may give a
hint at what's ahead for farmland prices.

The company will conduct two Illinois farmland auctions in a
single day Thursday, Nov. 7, with two other auctions following
close behind in Clay and Crawford counties.

"The first few sales at the end of harvest usually tell us a good
bit, and this year, it will be especially interesting," said
Joe Bubon, executive vice president of the auction company.  "The
Chicago Fed recently reported that while Illinois farmland prices
were up 17 percent for the year ending July 1, they were actually
down a percentage point for the quarter."

But, Mr. Bubon added, the volume for that quarter was low.  "We'll
get a clearer picture now as to whether that was a blip or whether
a flatter market will establish itself," he said.

Murray Wise Associates hopes to build on the momentum from its $75
million set of auctions of vegetable land, packing plants and
other assets -- primarily in Florida and Virginia -- in the
bankruptcy of tomato packing giant East Coast Brokers and Packers.

"That was a unique opportunity for us, and kept us busy through
the summer months.  But the timing was good because it occurred
during a lull in the Midwest, and we set numerous company records
with it.  Now, we're getting back to our bread and butter, with an
opportunity to gauge the market for Midwestern land," he said.

In the first of the two Nov. 7 auctions, bidding will begin at
10:00 a.m. at the Royal Community Center for the sale of three
tracts in Ogden Township.  That afternoon, the auction team will
move to the Franks Center in Philo for the sale of 200 acres in
Crittenden Township.

"Both of these are very productive farms with good soils, and I
think we will see some interest by investors as well as area
farmers. The Clay and Crawford properties both have substantial
tracts of contiguous farmland and recreational land. It will be
telling to see if these sell to smaller buyers or what role the
larger institutional buyers might play," said Mr. Bubon.  "For
quite a while, there has been a shortage of available farmland
relative to demand, so this will be a very nice opportunity for
someone to add to existing holdings."

Individuals seeking additional information about either sale may
visit www.murraywiseassociates.com or call 800-607-6888.

Murray Wise Associates LLC, headquartered in Champaign, Ill., with
additional offices in Florida and Iowa, is a leading national
agricultural real estate marketing and auction company.

                     About East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, serve as counsel to the Debtors.  Steven M.
Berman, Esq., and Hugo S. deBeaubien, Esq., at Shumaker, Loop, &
Kendrick, LLP, in Tampa, are the Debtors' special counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


EL FARMER: Gets Oct. 21 Extension to File Plan
----------------------------------------------
El Farmer, Inc., sought and obtained an extension until Oct. 21,
2013, of the deadline to file its Chapter 11 plan and disclosure
statement.

The Court had granted until Sept. 30 to file the Amended
Disclosure Statement and Plan of Reorganization.  The Debtor had a
meeting with secured creditor PR Asset Portflio on October 4,
2013, to determine if an agreement can be reached between the
parties.  Due to the fact that the Debtor and secured creditor
PRAP are in negotiations, the debtor sought an extension to 15
days to file the Amended Disclosure Statement and Plan of
Reorganization.

The Debtor had said the request was not filed earlier due to the
fact that the Clerk's office, and many areas in Ponce, had some
problems with the Internet and telephone service provider which
impeded to file motions with the Court via facsimile or electronic
method.

                          About El Farmer

El Farmer, Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case
No. 12-09687) in Old San Juan, Puerto Rico on Dec. 7, 2012.  The
Debtor scheduled $18.3 million in assets and $12.0 million in
liabilities, including $11.0 million owed to secured creditor
Banco Popular De Puerto Rico.  The Debtor owns farm lands in
Isabela, Puerto Rico.  Modesto Bigas Mendez, Esq., at Bigas &
Bigas, in Ponce, P.R., represents the Debtor as counsel.


ENDICOTT INTERCONNECT: Taps Davidson Fox as Accountants
-------------------------------------------------------
David W. Van Rossum, the chief restructuring officer of Endicott
Interconnect Technologies, Inc. and El Transportation Company, LLC
asks permission from the U.S. Bankruptcy Court for the Northern
District of New York to employ Davidson Fox & Company, LLP as
Debtors' accountants, nunc pro tunc to July 10, 2013.

Davidson Fox services will include:

   (a) preparation of the 2012 federal tax return with supporting
       schedules;

   (b) preparation of any 2012 state income tax returns, as
       requested;

   (c) preparation of any bookkeeping entries that Davidson Fox
       finds necessary in connection with the preparation of the
       income tax returns;

   (d) preparation and posting of any adjusting entries;

   (e) assistance with the ongoing Internal Revenue Service
       examination, specifically working with management,
       shareholders, outside counsel and any additional
       consultants as required; and

   (f) providing advice concerning accounting, tax planning and
       business matters.

Davidson Fox will be paid at these hourly rates:

       Mark Wasser                 $435
       Jesse Wheeler               $420
       Robert Davis                $405
       Tera Stanton                $240
       Jamie Atkinson              $240
       Jennifer Stone              $225
       Steven Gleixner             $217.50
       Patricia Wells              $217.50
       Benjamin Larson             $195
       Jacqueline McDonnell        $195
       Lisa Leard                  $180
       Jenny Yang                  $172.50

Prior to the petition date, Davidson Fox provided accounting and
consultation services to the Debtors in connection with, among
other things, filing of the Debtors' tax returns.  As of the
July 10, 2013 petition date, the Debtors owed Davidson Fox the sum
of $150,960 for services rendered during the pre-petition period.
Davidson Fox hereby agrees to waive its pre-petition claim in the
amount of $150,960.

Davidson Fox has requested a post-petition retainer in the amount
of $37,750, which said retainer will cover the fees and expenses
associated with the preparation of the Debtors' 2012 tax returns.
In addition, Davidson Fox has requested an additional $20,000
post-petition retainer to cover the fees and expenses associated
with the Internal Revenue Service examinations.

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

Mark A. Wasser, Esq., partner of Davidson Fox, 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.

Davidson Fox can be reached at:

       Mark A. Wasser
       DAVIDSON FOX & COMPANY, LLP
       53 Chenango Street, 3rd Floor
       P.O. Box 730
       Binghamton, NY 13902
       Tel: (607) 722-5386
       Fax: (607) 722-7682

                    About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David Van Rossum is the
Debtors' sole officer.  Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The company said the book value of property
is $36 million.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members.  The committee is represented by Arent Fox
LLP.

The business will be sold at auction on Sept. 24.  Bids are due
Sept. 19.  The hearing to approve sale is set for Sept. 26.  The
first bid of $250,000 is coming come from an insider group.  The
purchase offer is from company owned by minority shareholder James
T. Matthews.  In addition to the cash, he would assume a
$6.1 million secured term loan of which he is already the owner.
There is about $10 million owing on two other secured loans.

The official creditors' committee said there could be
$20.8 million in claims to bring against insiders.  In August, the
judge authorized the committee to conduct an investigation of the
insiders.


ENERGY FUTURE: Creditors Squabble Over Utility's Future
-------------------------------------------------------
Emily Glazer and Mike Spector, writing for The Wall Street
Journal, reported that the prospects for a streamlined bankruptcy
of one of the nation's largest utilities were thrown into doubt on
Oct. 14, after creditors failed to agree on how to rework the
company's finances.

According to the WSJ report, creditors have been trying for weeks
to reach a deal that would smooth the reorganization of Energy
Future Holdings Corp., which was known as TXU Corp. before it was
taken private in 2007 in the largest leveraged buyout in U.S.
history. But they can't agree, among other things, on the value of
a company owned by a subsidiary of Energy Future, known as Oncor,
according to people familiar with the talks.

More than a dozen creditors and Energy Future's owners are trying
to come to terms by Nov. 1, when the company is obligated to make
a roughly $270 million debt payment to a group of creditors that
other, more senior creditors don't want to see paid, the report
related.

That is because those senior creditors rank first in line to be
repaid in the event of a bankruptcy filing, and the creditors
receiving the $270 million rank far below them, the report said.
Nevertheless, it remains possible the company could make the debt
payment and avoid filing for bankruptcy-court protection for the
time being.

The company was taken private by KKR & Co., TPG, and Goldman Sachs
Group Inc.'s private-equity arm in a record buyout for roughly $32
billion and about $13 billion in assumed debt, the report further
related.  The buyers hoped natural gas prices would increase and
allow the Dallas-based company to charge more for electricity.
Instead, prices fell precipitously, resulting in billions of
dollars of losses. In recent months, the company has said it is
eyeing a bankruptcy filing.

             About Energy Future Holdings, fka TXU Corp.

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

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

                Restructuring Talks With Creditors

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

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

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

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

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

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


ENERGY SOLUTIONS: Moody's Hikes CFR to 'B3' & Sr. Notes to 'Caa2'
-----------------------------------------------------------------
Moody's upgraded the corporate family and probability of default
ratings of Energy Solutions, LLC, to B3 and B3-PD, respectively,
from Caa1 and Caa1-PD, respectively, completing the rating review
initiated in February 2013. The rating change reflects the $87
million debt reduction since the end of 2012, improved operations
since the current leadership joined the company in June 2012, and
the validation of the company's prospects by the $400 million
purchase price paid by the private equity buyer. The ratings on
the revolving credit facility and term loan were upgraded to B1
from B2 and the rating on the 10.75% senior notes was upgraded to
Caa2 from Caa3. The rating outlook is stable.

Ratings:

  Corporate Family Rating: B3 from Caa1 RUR

  Probability of Default: B3-PD from Caa1-PD RUR

  $105 million revolving credit facility due 2015: B1 LGD2/26%,
  from B2 LGD2/29% RUR

  $440 million term loan due 2016: B1 LGD2/26%, from B2 LGD2/29%
  RUR

  $300 million 10.75% Senior notes due 2018: Caa2 LGD5/81% from
  Caa3 LGD5/84% RUR

  Speculative Grade Liquidity Rating: Affirmed SGL-3

Rating Outlook: Stable

Ratings Rationale:

The B3 corporate family rating reflects the high Moody's adjusted
leverage (pro-forma for recent debt reduction and excluding
charges, for the twelve months ending 6/30/2013), low margins
(8.5% EBITDA margins), low interest coverage (.9x EBIT/interest),
and uncertainty involving extension of the late 2014 expiring
Magnox contract and potential cost overruns on the Zion
decommissioning project. As a result of the expiration, Energy
Solutions' revenue will decline from about $1.8 billion to around
$700 million even if the company and its bidding partner are
victorious as the project's revenue will no longer be
consolidated. The ratings are somewhat constrained by the nature
of treating nuclear materials, even as governments have enacted
laws to limit liability for those involved in these activities.
These challenges are offset by the strong competitive position and
high margins of the company's Clive, UT low-level radiation
disposal facility. Additionally, the company has extensive
experience in dealing with nuclear material and the prospects for
additional revenue generating engagements appear solid.
Specifically, several US nuclear fueled electric power plants have
been closed in 2013 and the owners may elect decommissioning over
the intermediate period, Germany appears committed to closing all
its nuclear power plants, and the company has been assisting Tokyo
Electric Power in its efforts to contain the effects of the
Fukushima Daiichi meltdown. Even while the Zion project is
unlikely to provide strong returns, an on-time and budget
decommissioning should give the company credibility for contracts
on the other announced, and future announced, plant closures.
Energy Solutions has repaid about $87 million debt since the end
of 2012, including $70 million since Energy Capital Partners
purchased the company in May 2013. Operating costs have been
reduced an estimated $40 million since the current CEO and CFO
were appointed in June 2012 and the company continues to work on
measures to reduce its financial exposure to Zion project.

The stable outlook reflects expectation for low single digit
revenue growth in operations excluding the Magnox project which
Moody's does not assume will be renewed in its base case. Moody's
notes the company successfully amended its bank agreement on
October 15, 2013, to delay from October 21, 2013 to July 15, 2014,
the required reduction to, in aggregate, $675 million in term loan
and senior notes balance. The outlook assumes that by mid July
2014 either the company will have reached the $675 million debt
target or it will have refinanced its capital structure,
particularly as the 10.75% notes become callable at $105.375 in
August 2014.

Upward rating migration is unlikely until the Magnox contract
uncertainty is resolved, fuel movement in Zion is completed, and a
debt reduction deadline is removed. Beyond these, adjusted
leverage reduction under 4.0x, EBIT/ interest near 2.0x, and funds
from operations to debt over 15% could lead to higher ratings.
Sustained negative free cash flow, a material cost overrun in the
Zion project, or failure to refinance the August 2015 maturing
revolver by late 2014 could lead to a rating reduction.

Liquidity was adequate with about $40 million available under the
$105 million revolver (net of $65 million letters of credit) and
about $50 million unrestricted cash (pro-forma for the September
2013 debt reduction). Covenant compliance is adequate as the
netting of the restricted cash against the debt led to compliance.
Alternative sources of liquidity are very limited as the US
operations and 65% of non-US assets are pledged to the bank
lenders, leaving limited sources.


ENNIS COMMERCIAL: Can Employ Lang Richert as Bankr. Counsel
-----------------------------------------------------------
David Stapleton, the Plan Administrator of Ennis Commercial
Properties, LLC, sought and obtained approval from the U.S.
Bankruptcy Court to employ Michael J. Gomez of Lang, Richert &
Patch, P.C. as general bankruptcy and litigation counsel.

The Plan administrator requires general bankruptcy counsel to
represent him in connection with many issues presented in the
post-confirmation phase of this Chapter 11 case.  Those issues
include the Plan Administrator's day- to-day responsibilities
under the Plan, analyzing the legal issues relating to the assets
such as litigation claims, and, if appropriate, commencing or
continuing litigation to liquidate the claims and/or avoid
transfers and recover property.

Lang Richert has agreed to accept a retainer of $12,500 from the
assets of the former estate of Ben Ennis.  Lang Richert has
neither received a retainer from third parties nor lien in
property of the former estate of Ben Ennis or third parties with
respect to its representation of the Plan Administrator.

The Plan Administrator attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The proposed attorneys can be reached at:

         Rene Lastreto, II, Esq.
         Michael J. Gomez, Esq.
         LANG, RICHERT & PATCH
         Post Office Box 40012
         Fresno, CA 93755-0012
         Tel: (559) 228-6700
         Fax: (599) 228-6727
         E-mail: mjg@lrplaw.net

                      About Ennis Commercial

Porterville, California-based Ennis Commercial Properties, LLC's
business consists of acquiring raw land and building commercial
developments.  The Company then either operates or sells the
commercial buildings comprising the commercial development.

ECP is owned by Ben Ennis, Brian Ennis and Pamela Ennis, in equal
shares.  On Sept. 20, 2010, Pam Ennis and Brian Ennis transferred
all of their ownership interests in ECP to Ben Ennis.  ECP filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
10-12709) on March 16, 2010.

Peter L. Fear, Esq., and Gabriel J. Waddell, Esq., at the Law
Offices of Peter L. Fear, in Fresno, Calif., represent ECP as
counsel.  No creditors committee has been formed in the case.
In its schedules, the Debtor disclosed $40,878,319 in assets and
$43,922,485 in liabilities.

Ben Ennis filed a voluntary petition under Chapter 11 (Bankr. E.D.
Calif. Case No. 10-62315) on Oct. 25, 2010.

On May 25, 2011, Terence Long was appointed as Chapter 11 Trustee
in the Benn Ennis bankruptcy.  Consequently, the Chapter 11
Trustee stands in the shoes of Ben Ennis, and holds all of the
membership interests in ECP and controls it accordingly.  Justin
D. Harris, Esq., at Motschiedler, Michaelides, Wishon, Brewer &
Ryan, LLP, in Fresno, represents the Chapter 11 Trustee as
counsel.


GENERAL MOTORS: Should Not Pay Hedge Funds' Fees
------------------------------------------------
Joseph Checkler, writing for Dow Jones Business News, reported
that U.S. Attorney Preet Bharara is balking at a bid by a group of
investors for payment of their legal fees out of the coffers of
the bankruptcy estate of "old" General Motors, calling the request
"self-interested creditor advocacy."

In an Oct. 11 filing with the U.S. Bankruptcy Court in Manhattan,
Mr. Bharara said lawyers for John Paulson's Paulson & Co. hedge-
fund firm, Paul Singer's Elliott Management and other holders of
GM Nova Scotia notes haven't shown that they've made a
"substantial contribution" to the old GM estate, in spite of their
settlement of a $2.67 billion claims fight in GM's bankruptcy
case, the report related.

"They took self-interested steps to seek an advantageous
resolution of their disputes with the estate," lawyers for Mr.
Bharara, the U.S. attorney for the Southern District of New York,
said in the filing. U.S. taxpayers still owned about 7.3% of the
Detroit auto maker as of Sept. 13, according to the Treasury
Department's monthly report to Congress, the report further
related.

The settlement put an end to a long-running legal fight involving
a payment old GM made to bondholders of the Nova Scotia arm before
GM's 2009 bankruptcy, the report said.  After the deal was
reached, lawyers for the creditors of GM's Nova Scotia unit -- a
group that also includes Morgan Stanley, Fortress Investment Group
LLC, and the trustee for GM Nova Scotia's bankruptcy estate --
asked for $1.5 million of their professional fees to be paid for
by old GM's estate. They argued that the settlement ended
"contentious, time-consuming, and expensive litigation that stood
as one of the last remaining obstacles to bringing these Chapter
11 Cases to a close."

The settlement, filed with the court late last month, cuts $1.13
billion in claims against the GM bankruptcy estate, increasing
possible payouts to unsecured creditors, the report added.  The
investors' fee request, which would cover just a portion of the
bill for their professionals, was negotiated as part of the
settlement. Such fee requests for having made a "substantial
contribution" to a Chapter 11 case are becoming more common.

                       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.


GRAY TELEVISION: Moody's Rates New $300MM Add-on Notes 'Caa1'
-------------------------------------------------------------
Moody's Investors Service assigned Caa1 to Gray Television, Inc.'s
proposed $300 million add-on to the existing 7.50% senior notes.
The new notes are being issued to partially refinance the 1st lien
senior secured term loan B which was upgraded to Ba3 from B2
reflecting the new debt mix. The outstanding 7.5% senior notes
were also upgraded to Caa1 from Caa2. Moody's affirmed the Ba3
rating on the company's existing priority 1st lien senior secured
revolver, the B3 Corporate Family Rating (CFR), B3-PD Probability
of Default Rating (PDR), and SGL-2 Speculative Grade Liquidity
(SGL) Rating. The rating outlook was changed to positive from
stable reflecting the company's improved credit metrics and
Moody's expectations for further improvement based on growth in
core advertising over the next 12 months and heightened political
ad demand in 2014.

Assigned:

Issuer: Gray Television, Inc.

  NEW Senior Unsecured Notes: Assigned Caa1, LGD4 -- 67%

Upgraded:

Issuer: Gray Television, Inc.

  Existing 1st lien senior secured term loan B due 2019 (roughly
  $235 million outstanding after pay down from new notes):
  Upgraded to Ba3, LGD2 -- 12% from B2, LGD3 -- 33%

  Existing 7.5% senior unsecured notes due 2020 ($300 million
  outstanding): Upgraded to Caa1, LGD4 -- 67% from Caa2, LGD5 --
  85%

Affirmed:

Issuer: Gray Television, Inc.

  Corporate Family Rating: Affirmed B3

  Probability of Default Rating: Affirmed B3-PD

  Existing $40 million Priority 1st lien Senior Secured Revolver
  due 2017: Affirmed Ba3, LGD1 -- 1%

  Speculative Grade Liquidity (SGL) Rating: Affirmed SGL -- 2

Outlook Actions:

Issuer: Gray Television, Inc.

  Outlook, Changed to Positive from Stable

Ratings Rationale:

Gray's B3 Corporate Family Rating reflects high leverage with a 2-
year average debt-to-EBITDA of 6.1x as of June 30, 2013 (including
Moody's standard adjustments). Although high, leverage has
consistently improved compared to 2-year average debt-to-EBITDA of
10.3x as of FYE2010 and 7.6x as of FYE2011. Gray benefits more
than its peer group from demand for political advertising during
election years reflecting its locations in battleground states
which contributed to the company's recording higher percentage
EBITDA growth than most of its peers in 2012. Moody's expects 2-
year average leverage to improve to less than 5.8x, in the absence
of acquisitions, and remain under that level over the next 12 to
18 months as the majority of free cash flow is applied to repay
term loan advances. Ratings incorporate Moody's expectations that
total revenue will decline more than 15% in 2013 due to the
absence of significant political ad spending only partially offset
by low single-digit growth in core ad revenues and expected
increases in retransmission fees. Moody's notes the absence of
management fees paid by Young Broadcasting to Gray ($2 million in
2012 and $7 million in 2013) will be offset by an increase in net
retransmission revenues in 2014.

Ratings are supported by Gray's longstanding track record for #1
and #2 ranked positions in 29 of 31 markets and good EBITDA
margins (including Moody's standard adjustments) reflecting its
top ranked local news programming that captures a significant
share of market revenues, its relatively low syndicated program
costs, and expected cash flow benefits from growing retransmission
revenues (net of reverse compensation).Gray's television stations
and associated digital properties also benefit from its strategy
of operating in 17 collegiate markets and/or eight state capitals
which generally have more stable economies; however, Moody's
believes the volatile nature of the company's earnings due to its
relatively high level of political revenues increases exposure to
risks related to unexpected changes in regulations governing
political campaign spending. Moody's believes it is critical that
Gray continue to focus on reducing debt balances including
unfunded pension liabilities, especially during even numbered
years, to achieve operating and financial flexibility as well as
to absorb risks related to media fragmentation. The company has
good liquidity with cash balance of $23 million as of June 30,
2013, full availability under the $40 million revolver and no
maturities until 2017 when the priority 1st lien senior secured
revolver commitment expires.

The positive outlook incorporates Moody's expectation that Gray
will continue to grow core ad sales but total revenues will
decline in 2013 due to the absence of significant political
advertising, followed by the return of heightened political ad
demand in 2014. Absent debt financed acquisitions, leverage should
improve from current levels as free cash flow is applied to reduce
term loan balances resulting in 2-year average debt-to-EBITDA
below 6.0x (including Moody's standard adjustments) by FYE2013
with further improvement in 2014. The outlook incorporates Moody's
view that the company will maintain good liquidity with the
majority of free cash flow being applied to reduce debt balances.
The outlook allows for some acquisition activity that could
temporarily increase leverage, and incorporates the potential for
quarterly dividend payouts from a portion of free cash flow to be
reinstated when leverage targets are reached.

Ratings could be upgraded if Gray's core revenue and EBITDA
continue to grow, supported by an improving economic environment,
and free cash flow is applied to debt repayment resulting in 2-
year average debt-to-EBITDA ratios being sustained below 6.0x
(including Moody's standard adjustments) with expectations for
further improvement. Gray would also need to maintain good
liquidity, including free cash flow-to-debt ratios in the mid-
single digit percentage range on a 2-year average basis. A rating
downgrade is not likely given the positive outlook; however, the
outlook could be changed to stable if operating performance falls
below expectations due to economic weakness or underperformance in
one or more key markets, or if debt financed acquisitions or
shareholder distributions result in 2-year average debt-to-EBITDA
ratios being sustained above current levels. Deterioration in
liquidity, including negative free cash flow could also change the
positive outlook. Ratings could also be downgraded if any of these
conditions persist to the point that 2-year average debt-to-EBITDA
ratios increase above 7.0x or liquidity becomes weak.


GRAY TELEVISION: S&P Affirms 'B+' CCR on Debt Repayment Plan
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Atlanta, Ga.-based TV broadcaster Gray Television
Inc.  The outlook is stable.

At the same time, S&P revised its recovery rating on the company's
senior secured term loan to '1', indicating its expectation for
very high (90%-100%) recovery in the event of a payment default,
from '2' (70%-90% recovery expectation).  S&P subsequently raised
its issue-level rating on this debt to 'BB' from 'BB-'.

In addition, S&P revised its recovery rating on the senior
unsecured notes (including the proposed $300 million add-on) to
'4', indicating its expectation for average (30%-50%) recovery in
the event of a payment default, from '6' (0%-10% recovery
expectation).  S&P subsequently raised its issue-level rating on
this debt to 'B+' from 'B-'.

The 'BB' issue-level rating and '1' recovery rating on the first-
out senior secured revolving credit facility are affirmed.

Gray plans to issue $300 million additional 7.5% senior notes due
2020 and use the proceeds to repay a portion of its senior secured
term loan ($535 million outstanding as of June 30, 2013).  The
rating actions reflect the lower amount of debt at the senior
secured level of the capital structure, pro forma for the proposed
add-on.

S&P views Gray's business risk profile as "fair" because of its
high news and overall audience ratings countered by the company's
small scale.  S&P assess Gray's financial risk profile as "highly
leveraged" because of its still-elevated debt leverage and its
modest discretionary cash flow.  S&P expects that Gray could
participate in the consolidation of the TV broadcasting industry,
but that it will maintain leverage below the 6x leverage threshold
on a sustained basis.

Gray is a midsize broadcaster with strong positions in local news
and the highest overall audience ratings in most of its markets,
good diversity of TV stations by geography and network
affiliation, and a sizable presence in key battleground swing
states, which results in significant political revenue in election
years.  This is somewhat tempered by the company's lack of
critical mass and its concentration in small to midsize TV markets
that offer smaller pools of ad revenues than the larger markets.
At the same time, the cyclical nature of TV advertising, the
mature long-term growth prospects of TV broadcasting, and
increasing competition for audience and advertisers from
traditional and nontraditional media limit upside potential for
Gray and other TV station groups.  S&P views the company's
management and governance as "fair."


GREGORY & PARKER: Oct. 17 Hearing on Bid to Appoint Trustee
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina continued until today, Oct. 17, 2013, at 11:30 a.m., to
consider secured creditor Regions Bank's motion to (i) appoint a
Chapter 11 trustee or convert the Chapter 11 case of Gregory &
Parker, Inc., et al., to those under Chapter 7 of the Bankruptcy
Code.

According to Regions Bank, on Sept. 20, 2013, the Court entered an
order confirming Plan.  The Plan provides that Regions claims will
be treated as set forth in that settlement agreement entered into
among the Debtors, Regions Bank, William Douglas Parker, Jr., and
Diana Lynne Parker, which agreement was approved by the Court on
June 14, 2013.

Regions Bank relates that the Debtors defaulted on their
obligations under the settlement agreement, and therefore have
defaulted under the Plans.

                    Amended Confirmation Order

The Court issued an amended order on Sept. 27 confirming the
Debtors' Second Amended Plan dated July 12, 2013, as orally
modified.

As reported in the Troubled Company Reporter on Sept. 26, 2013,
the Court entered separate orders confirming the Second Amended
Plans of Gregory & Parker-Seaboard, LLC, and Gregory & Parker,
Inc., as orally modified at the confirmation hearing.

Under the Plan, the Debtors would pay Georgia Capital's principal
balance on loans totaling $3.9 million, plus interest in an amount
to be determined by the Bankruptcy Court from sales of real
property constituting its collateral within nine months of the
Effective Date in full satisfaction of its claims.

The Debtors would pay allowed general unsecured claims from sale
of all real property after payment of all allowed secured claims;
ad valorem property taxes; assessments; commercial brokers'
commissions; closing costs; all priority claims; all Court
approved Chapter 11 administrative professional fees and expenses;
and quarterly fees.

A copy of the Approved Plan, as modified at the confirmation
hearing, is available for free at:

     http://bankrupt.com/misc/_GREGORY_PlanModified920.pdf

                      About Gregory & Parker

Gregory & Parker Inc. owned Seaboard Station, a retail center near
William Peace University at the northern fringe of downtown
Raleigh, North Carolina.  Gregory & Parker filed a Chapter 11
petition Feb. 22, 2012 (Bankr. E.D.N.C. Case No. 12-01382).
Richard D. Sparkman, Esq., at Richard D. Sparkman & Assoc., P.A.,
represents the Debtor.  Gregory & Parker estimated assets of
between $100,000 and $500,000, and debts of between $10 million
and $50 million.

Gregory & Parker, Inc.'s case has been procedurally consolidated
with the case of Gregory & Parker-Seaboard, LLC, Case No.
12-01383-8-SWH, which also sought Chapter 11 relief on Feb. 22,
2012.  Seaboard LLC estimated under $50,000 in assets, and between
$10 million and $50 million in debts.

William Douglas Parker, Jr., the Debtors' president, and his wife,
Diana Lynne Parker, the Debtors' corporate secretary, filed their
own bankruptcy case on April 25, 2012.

Bankruptcy Judge Stephani W. Humrickhouse presides over the cases.

Plans of reorganization were filed in the Debtors' cases and in
the Parkers case in November 2012.

In May 2013, Regions Bank and Georgia Capital, LLC -- the largest
secured creditors of the Debtors -- failed to convince the
Bankruptcy Court to dismiss or convert the cases to Chapter 7.

As reported in the TCR on Aug. 8, 2013, Gregory & Parker, Inc., on
Aug. 2 won Bankruptcy Court approval to sell the Seaboard Station
shopping and restaurant center to William Peace University for
$20.75 million.

Seaboard is Gregory & Parker's largest asset, and the sale marks a
significant step in resolving the Company's $19 million-plus
liabilities.  The sale entails $663,000 in brokerage commissions
to Capital Associates Management LLC, according to court
documents.


GROEB FARMS: Proposes Nov. 6 Disclosure Statement Hearing
---------------------------------------------------------
Groeb Farms, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, to schedule a hearing to
consider the adequacy of the disclosure statement explaining its
Chapter 11 plan of reorganization.

To bolster its restructuring efforts, the Debtor executed separate
restructuring support agreements with with Honey Financing
Company, LLC, an affiliate of Peak Rock Capital; its senior
subordinated debt holders, Argosy Investment Partners II, L.P.,
and Marquette Capital Fund I, LP; and the interim class action co-
lead counsel in the consolidated putative class action pending in
the U.S. District Court for the Northern District of Illinois.

Pursuant to the Honey Financing RSA, Honey Financing agreed, among
other things, to provide the DIP Facility up to the amount of $27
million, the Exit Facility, and vote to accept the Plan by
balloting in favor of the Plan.

The Plan distributes all of the equity in the Reorganized Debtor
to both the Debtor's Senior Lender, HC Capital Holdings 0909A,
LLC, as assignee of Wells Fargo Bank, National Association, and
the Debtor's DIP Lender; satisfies senior subordinated debts with
new notes and warrants; distributes proceeds of Causes of Action
to unsecured creditors; cancels prior equity Interests; and
continues the business of the Debtor.

All classes of claims, except for unsecured convenience class
claims, are impaired under the Plan.

On the effective date, the Reorganized Debtor will issue new
equity for distribution to holders of DIP Facility Claims and
Senior Loan Claims.  In no event will more than $10 million of DIP
Facility Claims and Senior Loan Claims in the aggregate be
satisfied with the New Equity.

The Reorganized Debtor will also issue new subordinated notes and
new warrants; provided, however, that the aggregate amount of the
New Subordinated Notes will not exceed $3 million and the
aggregate amount of the New Warrants will not exceed 13% of the
New Equity.

The Debtor also asks the Bankruptcy Court to schedule a hearing to
consider confirmation of the Plan on Dec. 18.  The Debtor proposes
the deadline for parties to file confirmation objections on or
before Dec. 16.  The Debtor further asks the Court to direct that
all ballots must be received before Dec. 13.

Judy A. O'Neill, Esq., John A. Simon, Esq., and Tamar N. Dolcourt,
Esq., at FOLEY & LARDNER LLP, in Detroit, Michigan, represent the
Debtor.

Ray Schrock, P.C., Esq., at Kirkland & Ellis LLP, in New York, and
Jeffrey D. Pawlitz, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, represent the Senior Lender Affiliate.

                        About Groeb Farms

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

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


GROEB FARMS: Can Obtain $17.1-Mil. DIP Loan from HC Capital
-----------------------------------------------------------
Judge Walter Shapero of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, gave interim authority
for Groeb Farms, Inc., to obtain $17.1 million from the $27
million senior secured super-priority revolving credit facility
from HC Capital Holdings 0909A, LLC, an affiliate of Honey
Financing Company, LLC.

The DIP Facility will be available for loans in an aggregate
amount not to exceed the maximum revolver amount of $27 million
plus $3 million of prepetition advances; provided, however, that
the aggregate maximum loan balance will not exceed (x) $30 million
and (y) the Borrowing Base plus the permitted overadvance amount
at a time.  The initial interest rate under the DIP Loan Documents
will be the daily three month LIBOR plus 2.5%.  The default rate
is the rate otherwise in effect plus 3.0% per annum.

The DIP Facility will be (i) secured, subject to the carve-out, by
a valid first priority perfected security interest in all assets
of the Debtor, and all proceeds and products of the assets, and
(ii) accorded super-priority administrative claim.

The "Carve-Out" means (a) payment for professional fees and
expenses accruing during the period on or prior to one Business
Day after the DIP Lender provides notice that it is entitled to
exercise remedies under the DIP Facility due to an Event of
Default (i) the payment of all accrued and unpaid professional
fees and expenses of professionals retained by the Debtor, and any
official committees; (ii) quarterly fees requested to be paid
pursuant to 28 U.S.C. Section 1930(a) and fees payable to the
Clerk of the Bankruptcy Court; and (iii) up to $25,000 for the
expenses of a Trustee appointed pursuant to Section 726(b) of the
Bankruptcy Code; and (b) for professional fees and expenses
accrued during the period after the Business Day following the DIP
Lender's provision of a Carve-Out Trigger Notice, in an amount not
to exceed $400,000.

A final hearing on the Motion will be heard before the Court on
Nov. 7, 2013, at 11:00 a.m.  Any objections must be filed on or
before Oct. 31.

The Debtor is represented by Judy A. O'Neill, Esq., John A. Simon,
Esq., and Tamar N. Dolcourt, Esq., at FOLEY & LARDNER LLP, in
Detroit, Michigan.

The DIP Lender is represented by Leonard Klingbaum, Esq. --
Leonard.Klingbaum@kirkland.com -- at KIRKLAND & ELLIS LLP, in New
York.

                         About Groeb Farms

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

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


GROEB FARMS: Asks Court to Set Claims Bar Dates
-----------------------------------------------
Groeb Farms, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, to (i) establish the date
by which general creditors must file proofs of claim, including
claims arising under Section 503(b)(9) of the Bankruptcy Code as
Nov. 4, 2013; and (ii) the date by which governmental creditors
must file proofs of claim as March 31, 2014.

                        About Groeb Farms

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

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


JOHN PEOPLES: To Sell Aliquippa Property for $125,000
-----------------------------------------------------
John L. Peoples intends to sell real property known as 151 Center
Grange Road, Aliquippa, PA 15001.  The Debtor has received an
offer of $125,000 for the property.  The Debtor is seeking
approval of the real estate sales transaction to the purchaser,
James E. Harper.

In this regard, a complaint has been filed over the sale.  A
hearing on the complaint was continued on Oct. 2 before Judge
Carlota M. Bohm.  The Court was to entertain better and higher
offers at the hearing.  The successful bidder must have $1,000 in
hand money in certified funds at time of sale.  Balance of funds
and closing will be held within 30 days of confirmation of sale.

The complaint is John L. Peoples, debtor/plaintiff, vs. Beneficial
Consumer Discount et al., Adv. Proc. No. 13-2164-CMB (Bankr. W.D.
Pa.).

Counsel to the Debtor:

     Edgardo D. Santillan, Esq.
     Santillan Law Firm PC
     650 Corporation Street, Suite 304
     Beaver, PA 15009
     Tel: 724-770-1040
     Fax: 412-774-2266
     E-mail: eds@debtlaw.com

John Peoples filed for Chapter 11 (Bankr. W.D. Pa. Case No.
12-24497) on Sept. 6, 2012.


JVP ENTERPRISES: Temporary Receiver Appointed
---------------------------------------------
Associate Justice Michael A. Silverstein of the State of Rhode
Island Providence, Superior Court, appointed:

     Richard J. Land, Esq.
     CHACE RUTTENBERG & FREEDOM LLP
     One Park Row, Suite 300
     Providence, RI 02903
     Tel: 401-453-6400
     Fax: 401-453-6411
     E-mail: rland@crfllp.com

as temporary receiver of JVP Enterprises Inc., dba Grille on
Comstock.

The temporary receiver is directed to file a $10,000 bond.  After
the filing of the bond, the receiver is authorized to take
possession and charge of JVP Enterprises' property.

A citation is to be issued to JVP Enterprises, returnable to the
Superior Court sitting at Providence, Rhode Island, on Oct. 24,
2013, at 9:30 a.m.


KB HOME: Fitch Assigns 'B+' Rating to $350MM Sr. Unsecured Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to KB Home's (NYSE:
KBH) proposed offering of $350 million of senior unsecured notes
due December 2021. The new issue will be equal in right of payment
with all other senior unsecured debt. The company intends to use
the proceeds of the notes issuance to redeem the $76 million
5.750% senior notes due February 2014, the $102 million senior
notes due January 2015 and $37 million of the senior notes due
June 2015 as well as for general corporate purposes, including
land acquisitions and development.

The Rating Outlook is Stable.

Key Rating Drivers

The ratings and Outlook for KBH are based on the company's
geographic diversity, customer and product focus, conservative
building practices and effective utilization of return on invested
capital (ROIC) criteria as a key element of its operating model,
as well as the on-going housing recovery. The company did a good
job in reducing its inventory exposure and generating positive
operating cash flow during the severe industry downturn. Since its
peak in the third quarter of 2006 (3Q'06), homebuilding debt has
been reduced from $7.89 billion to $1.94 billion currently.

The ratings also reflect KBH's business model and marketing
prowess. The ratings take into account the company's current heavy
exposure to entry-level and, to a lesser degree, first-step trade-
up housing (the deepest segments of the market), its leadership
role in constructing energy-efficient homes, its reemphasis of the
value-engineered Open Series of home designs, its conservative
building practices, utilization of ROIC criteria as a key element
of its operating model and its capital structure.

The Industry

Housing metrics have all showed improvement so far in 2013. For
the first eight months of the year, single-family housing starts
improved 19.3%, while existing home sales increased 11.7%. New-
home sales improved 20.4% for the first eight months of 2013. The
most recent Freddie Mac 30-year interest rate was 4.23%, 92 bps
above the all-time low of 3.31% set the week of Nov. 21, 2012. The
NAR's latest existing home affordability index was 156.1,
moderately below the all-time high of 207.3.

Fitch's housing forecasts for 2013 assume a continued moderate
rise off the bottom of 2011. New-home inventories are close to
historically low levels and affordability is near record highs. In
a slowly growing economy with still above-average distressed home
sales competition, less competitive rental cost alternatives and
low mortgage rates (on average), the housing recovery will be
maintained this year and in 2014.

Fitch's housing estimates for 2013 follow: Single-family starts
are forecast to grow 16.8% to 625,000, while multifamily starts
expand about 20% to 295,000; single-family new-home sales should
grow approximately 20% to 439,000 as existing home sales advance
8.5% to 5.05 million.

Average single-family new-home prices (as measured by the Census
Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012.
Median home prices expanded 2.4% in 2011 and grew 7.9% in 2012.
Average and median home prices should improve approximately 8% and
7.2%, respectively, in 2013.

As Fitch noted in the past, the housing recovery will likely occur
in fits and starts.

Real Estate

At the end of the third quarter of 2013, KBH controlled 55,877
lots, a 25.3% increase from the end of the third quarter of 2012
but a 71.6% decrease from a peak of 197,000 lots at the end of
1Q'06 (February 2006). Based on LTM closings, the company
controlled 7.7 years of land (up from 5.1 years at the end of
2005); KBH has 5.2 years of owned land. The current options share
of total lots controlled (33.1%) is down sharply from the peak of
53.7% (4Q'05). KBH is expected to maintain substantial land
spending this year. The company expended about $315 million on
land and development during the 3Q'13. For the full fiscal year
2013, KBH is currently projected to spend up to $1.2 billion for
the combination of land and development. The company expended
$564.9 million on land and development in 2012, $553 million in
2011 (including the $75 million South Edge JV investment), $560
million in 2010, and $375 million in 2009.

Financial Metrics and Liquidity

KBH's most recent credit metrics, while improving in certain
cases, remain stressed. Debt-to-capitalization was 82.1% as of
year-end 2012. The ratio was 79.5% as of Aug. 31, 2013. Net debt
(debt less unrestricted homebuilding cash)-to-capitalization was
75.7% at the end of 3Q'13, down from 76.1% as of Nov. 30, 2012.
Debt-to-LTM EBITDA, excluding real estate impairments, was 11.5x
at Aug. 31, 2013, and 23.5x at the same date last year. Interest
coverage was 1.2x as of Aug.31, 2013 and 0.6x as of Aug. 31, 2012.

During 2012, KBH refinanced a substantial amount of debt scheduled
to mature in 2014 and 2015. In February 2012, the company issued
$350 million of senior unsecured notes maturing in 2020 and
applied the proceeds to the tender of $340 million for a portion
of the $1 billion in debt due in 2014 and 2015. In early August
2012, KBH issued another $350 million of senior unsecured notes
maturing in 2022, and tendered for $244.9 million of 2014 and 2015
debt. This activity reduced 2014 public debt maturities to less
than $76 million. The company also boosted liquidity by adding
$105 million of unrestricted cash to the balance sheet.

On Feb. 4, 2013, the company reported that it issued an
underwritten public offering of $230 million in aggregate
principal amount of its 1.375% convertible senior notes due 2019.
Also, on Feb. 4, 2013, KBH reported that it completed the sale of
6.325 million shares of its common stock. The company received
total net proceeds of $332.9 million from the convertible and
stock offerings.

KBH currently has solid liquidity with unrestricted homebuilding
cash of $383.3 million as of Aug. 31, 2013. In addition to its
cash and equivalents, KBH has once again established a revolving
credit facility. On March 18, 2013, the company announced its
closing of a new $200 million unsecured revolving credit facility.
The credit facility, which closed on March 12, contains an
accordion feature under which the aggregate commitment may be
increased up to $300 million, subject to certain conditions and
the availability of additional bank commitments. KBH previously
had an unsecured credit facility that it voluntarily terminated
March 31, 2010 in order to reduce costs associated with the
facility.

The company reported negative $401.5 million of cash flow from
operations (CFFO) during the first three quarters of 2013 after
investing roughly $900 million in land and development during the
first nine months of 2013. For all of fiscal 2013, Fitch expects
KBH will significantly increase its land and development spending
relative to 2012 as it continues its 'going on offense'
initiative. CFFO could approach negative $600 million if KBH is
able to spend as planned on land and development this year.

Fitch is comfortable with this strategy given the company's
liquidity position. Fitch expects KBH to end fiscal 2013 with
homebuilding unrestricted cash of $325-350 million.

Ratings Sensitivities

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

KBH's ratings are constrained in the intermediate term because of
relatively high leverage metrics. However, a positive rating
action may be considered if the recovery in housing is
meaningfully better than Fitch's current outlook, KBH shows
continuous improvement in credit metrics, and maintains a healthy
liquidity position. In particular, debt leverage would need to
approach 4x and interest coverage would need to exceed 4x in order
to take a positive rating action.

Negative rating actions could be triggered if the industry
recovery dissipates, if there is a shortfall in KBH's financials,
and if KBH maintains an overly aggressive land and development
spending program which meaningfully diminishes its liquidity
position (below $300 million).

Fitch currently rates KBH with a Stable Outlook as follows:

-- Issuer Default Rating 'B+';
-- Senior unsecured debt 'B+/RR4'.

The Recovery Rating (RR) of 'RR4' on KBH's senior unsecured notes
indicates average recovery prospects for holders of these debt
issues. KBH's exposure to claims made pursuant to performance
bonds and joint venture debt and the possibility that part of
these contingent liabilities would have a claim against the
company's assets were considered in determining the recovery for
the unsecured debt holders. Fitch applied a going concern
valuation analysis for these RRs.


KB HOME: Moody's Affirms B2 CFR & Rates $350MM Unsecured Notes B2
-----------------------------------------------------------------
Moody's assigned a B2 rating to KB Home's announced $350 million
of unsecured notes, due 2021, proceeds of which will be used for
growth capital and to redeem 2014 and 2015 unsecured notes. In the
same rating action, Moody's affirmed the company's B2 Corporate
Family Rating, B2-PD probability of default rating, B2 rating on
the existing senior unsecured notes, (P)B2 rating on the senior
unsecured shelf. Concurrently, the company's speculative-grade
liquidity (SGL) assessment was upgraded to SGL-2 from SGL-3. The
rating outlook remains stable.

The following rating actions were taken:

  Proposed $350 million senior unsecured notes, due 2021, assigned
  a B2 (LGD4, 54%);

  Existing senior unsecured notes, affirmed at B2 and LGD
  assessment changed to LGD4, 54% from LGD4, 53%;

  Corporate Family Rating, affirmed at B2;

  Probability of default rating, affirmed at B2-PD;

  Senior Unsecured shelf registration, affirmed at (P)B2;

  Speculative grade liquidity assessment, upgraded to SGL-2 from
  SGL-3.

Ratings Rationale:

The B2 Corporate Family Rating reflects KB Home's elevated
homebuilding adjusted debt leverage (79.8% at August 31, 2013);
significant negative cash flow generation, which is expected to
persist in the intermediate term from the accelerated land spend;
modest tangible equity base; and Moody's expectation that many of
the credit metrics, while improving slowly, will remain relatively
weak for a B2 rating over the next 12 to 18 months.

At the same time, the ratings incorporate the enhanced liquidity,
resulting from the extension of debt maturities and the
establishment of a revolving credit facility; the company's equity
offering earlier in 2013; improving operating performance, and
Moody's expectation that strong new order, backlog and home
pricing growth in light of the positive industry fundamentals will
solidify the company's credit profile. Additionally, KB Home's
rating is supported by its balanced geographic footprint, although
its heavier concentration in California should aid in the
company's recovery given California's current and forecasted
strength.

The SGL-2 rating, which reflects Moody's assessment that KB Home's
liquidity profile will be good over the next 12 months, balances
the company's success in extending debt maturities and raising
growth capital against its aggressive land spend plans and
projected negative cash flow generation. In addition, the SGL-2
considers the company's $200 million unsecured credit facility
that as of August 31, 2013 was fully available. The credit
facility is governed by the following financial covenants:
consolidated tangible net worth, leverage ratio, interest coverage
ratio or liquidity ratio, and investments in joint ventures or
non-guarantor subsidiaries. Moody's projects the company to
maintain good headroom under the covenants.

The stable rating outlook presumes that the company will begin to
increase its revenue generation in line with the rest of the
industry and improve its debt leverage, gross margins, and other
credit metrics over the intermediate time horizon. That said, if
credit metrics, particularly debt leverage, continue to lag its
peer group, additional negative rating pressure will build.

The ratings could be considered for an upgrade if the company
demonstrates consistent profitability and debt leverage below 60%.

Continued losses, weakening liquidity, debt/capitalization
remaining above 80% on a sustained basis, deteriorating margins,
and/or under performance vs. the industry on revenue generation
could create downward pressure on the ratings.


KB HOME: S&P Assigns 'B' Rating on $350MM Senior Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating and '3'
recovery rating to U.S. homebuilder KB Home's proposed
$350 million senior unsecured notes due 2021.  S&P's '3' recovery
rating indicates its expectation for a meaningful (50% to 70%)
recovery in the event of default.

KB Home's newly issued notes will rank equally with its existing
senior unsecured notes and revolving credit facility.  The company
intends to use the net proceeds to fund a tender offer for any and
all of its $75.97 million 5.75% senior notes due 2014 and
$102.172 million 5.875% senior notes due 2015 and up to
$37 million of its 6.25% senior notes due 2015 ($236.9 million
currently outstanding).  Excess proceeds would bolster cash and be
used for general corporate purchases.

S&P's 'B' corporate credit rating on KB Home primarily reflects
the company's "highly leveraged" financial profile as evidenced by
high book- and EBITDA-based leverage metrics.  S&P believes KB
Home's EBITDA-based metrics, notably debt to EBITDA, will remain
weak through 2014 despite its expectation for improved
profitability.  This weakness is in part due to the addition of
incremental debt to prefund growth that will weigh on EBITDA
metrics.  S&P views liquidity as "adequate" because the debt
issuance will bolster cash and the company has access to an unused
$200 million unsecured revolving credit facility.  S&P's
assessment of a "fair" business risk profile reflects its view
that KB Home's market position in regions that are in the middle
of a sound recovery and its investments in new product and
communities will contribute to volume growth in fiscal 2013 and
beyond and a return to consistent profitability beginning this
year.

The stable outlook reflects improving operating fundamentals and
KB Home's good positions within some of the healthier housing
markets that S&P expects will result in better profitability and
key credit measures.  Although S&P thinks that leverage will
remain high in 2013 (10x to 11x), we expect steady EBITDA growth
that will continue to support improvement in KB Home's debt to
EBITDA metrics (to below 8x in fiscal 2014).  The outlook also
factors in adequate liquidity, which is supported by recent
capital markets access, including an equity raise completed in
early 2013 and the addition of a revolving credit facility to
bolster liquidity.  S&P would lower the rating if KB Home does not
maintain an adequate liquidity profile or if its operating results
are weaker than what it has assumed in its base-line forecast and
result in slower improvement to EBITDA and leverage.  An upgrade
is unlikely in the near term due to S&P's expectation that
leverage will remain high during the forecast period; however, S&P
would consider raising the rating if KB Home exceeds its forecast
and its debt to EBITDA declines to the 4x to 5x area.

RATINGS LIST

KB Home
Corporate Credit Rating                       B/Stable/--

New Rating
KB Home
$350 Mil. Senior Unsecured Notes Due 2021     B
  Recovery Rating                              3


KBI BIOPHARMA: Sec. 341(a) Meeting of Creditors Set for Oct. 24
---------------------------------------------------------------
A meeting of creditors of KBI Biopharma Properties, LLC, pursuant
to Section 341(a) of the Bankruptcy Code on Oct. 24, 2013, at
10:00 AM, at Creditors Mtg. Room, in Greensboro, in North
Carolina.  Proofs of claim are due Jan. 22, 2014.

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

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

The case is In re KBI Biopharma Properties LLC, 13-11304, U.S.
Bankruptcy Court, Middle District of North Carolina (Greensboro).
The Debtor is represented by Charles M. Ivey, III, Esq., at Ivey,
McClellan, Gatton, & Talcott, LLP, in Greensboro, North Carolina.

The Debtor discloses total assets of $23 million and total
liabilities of $11.77 million.

The Chapter 11 petition was signed by Howard Frank Auman, Jr.,
member/manager.


KBI BIOPHARMA: Files Ch. 11 Plan & Disclosure Statement
-------------------------------------------------------
KBI Biopharma Properties, LLC, and its owner Howard Frank Auman,
Jr., delivered to the U.S. Bankruptcy Court for the Middle
District of North Carolina, Greensboro Division, a Joint Plan of
Reorganization and accompanying disclosure statement.

The Plan contemplates the restructuring of both secured debts and
the liquidation of sale assets, with those funds becoming
available cash.  Available cash will be used to pay claims.

Under the Plan, general unsecured creditors of KBI will be paid in
full upon quarterly payments to be made over five years in an
amount sufficient to pay all Allowed General Unsecured Claims with
3% interest.  The source of funds will be from the excess derived
from the rental income from the lease associated with the real
estate located at 1101 Hamlin Road, Durham County, in Durham,
North Carolina, less proceeds necessary to pay the secured
obligation to the secured claim of PNL Durham, LP.  PNL Durham,
which holds a secured claim of about $11.5 million against the
company, backed by the property, would be paid over six years with
a 20-year amortization bearing 8.5% interest.

Mr. Auman will retain 100% ownership of the LLC.  Mr. Aufman, who
is also in bankruptcy, has sought authority from the Court to
liquidate his 100% ownership interest in the LLC.  The sale price
for that property was $25 million.

The Court will convene a hearing to consider the adequacy of the
disclosure statement explaining the Plan on Nov. 19, 2013, at 9:30
AM.  Objections are due Nov. 8.

A full-text copy of the Disclosure Statement, dated Sept. 30,
2013, is available for free at:

          http://bankrupt.com/misc/KBIds0930.pdf

The case is In re KBI Biopharma Properties LLC, 13-11304, U.S.
Bankruptcy Court, Middle District of North Carolina (Greensboro).
The Debtor is represented by Charles M. Ivey, III, Esq., at Ivey,
McClellan, Gatton, & Talcott, LLP, in Greensboro, North Carolina.

The Debtor discloses total assets of $23 million and total
liabilities of $11.77 million.

The Chapter 11 petition was signed by Howard Frank Auman, Jr.,
member/manager.


KBI BIOPHARMA: Seeks Authority to Use Cash Collateral
-----------------------------------------------------
KBI Biopharma Properties, LLC, seeks authority from the U.S.
Bankruptcy Court for the Middle District of North Carolina,
Greensboro Division, to use cash collateral securing its
prepetition debt.

According to Charles M. Ivey, III, Esq., at Ivey, McClellan,
Gatton & Talcott, LLP, in Greensboro, North Carolina, the Debtor
does not have in place any credit facility which would allow for
it to borrow funds for the purpose of operation thereby requiring
it to use the cash generated from its prepetition and postpetition
operations to pay all expenses incurred in the ordinary course of
business.

If any part claiming a secured interest is found to have a valid
security interest in the collateral, that secured creditor can be
adequately protected as the result of the following:

   (a) PNL Durham, L.P., will be adequately protected by
       continuing to allow it to maintain a security interest in
       the real estate and personal property.

   (b) PNL will also be granted a postpetition security interest
       and lien in and to all proceeds from the disposition of any
       prepetition collateral and any assets or properties
       acquired by the Debtor after the Petition Date and the
       proceeds thereof.

PNL is the holder of a claim secured by a first priority deed of
trust on the Debtor's real property located at 1101 Hamlin Road,
in Durham, North Carolina.  PNL also hold a first priority
security interest on all leases, proceeds, rents and profits from
the property.

The Debtor is represented by Charles M. Ivey, III, Esq., and
Justin W. Kay, Esq., at Ivey, McClellan, Gatton & Talcott, LLP, in
Greensboro, North Carolina.

                       PNL Durham Objects

As previously reported by The Troubled Company Reporter, PNL
Durham objects to the Debtor's cash collateral motion, complaining
that its interests are not being adequately protected.

PNL, according to David M. Warren, Esq., at Poyney Spruill LLP, in
Raleigh, North Carolina, is owed contractual monthly loan payments
in the amount of $155,969; however, the Debtor's proposed
operating budget provides for monthly payments to PNL in the
amount of only $99,004.  The Budget indicates a surplus of $80,221
that is PNL's Cash Collateral.  PNL does not consent to the
Debtor's retention or other use of its Cash Collateral without
full payment of the monthly contractual loan payment.

For the reasons stated, PNL asks the Court to deny approval of the
Debtor's request.

PNL is also represented by Meghan B. Pridemore, Esq. --
mpridemore@poynerspruill.com -- in Raleigh, North Carolina,

                      About KBI Pharma

The case is In re KBI Biopharma Properties LLC, 13-11304, U.S.
Bankruptcy Court, Middle District of North Carolina (Greensboro).
The Debtor is represented by Charles M. Ivey, III, Esq., at Ivey,
McClellan, Gatton, & Talcott, LLP, in Greensboro, North Carolina.

The Debtor discloses total assets of $23 million and total
liabilities of $11.77 million.

The Chapter 11 petition was signed by Howard Frank Auman, Jr.,
member/manager.


KBI BIOPHARMA: Employs Ivey McClellan as Bankruptcy Counsel
-----------------------------------------------------------
KBI Biopharma Properties, LLC, seeks authority from the U.S.
Bankruptcy Court for the Middle District of North Carolina,
Greensboro Division, to employ Ivey, McClellan, Gatton & Talcott,
LLP, as bankruptcy counsel.

Charles M. Ivey, III, Esq., a member of Ivey, McClellan, Gatton &
Talcott, LLP, assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

                      About KBI Pharma

The case is In re KBI Biopharma Properties LLC, 13-11304, U.S.
Bankruptcy Court, Middle District of North Carolina (Greensboro).
The Debtor is represented by Charles M. Ivey, III, Esq., at Ivey,
McClellan, Gatton, & Talcott, LLP, in Greensboro, North Carolina.

The Debtor discloses total assets of $23 million and total
liabilities of $11.77 million.

The Chapter 11 petition was signed by Howard Frank Auman, Jr.,
member/manager.


KESWICK ASSOCIATES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Keswick Associates
        335-57 Easton Rd & 273-99 Keswick Ave.
        Glenside, PA 19038

Case No.: 13-19018

Chapter 11 Petition Date: October 15, 2013

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Jean K. FitzSimon

Debtor's Counsel: Thomas Daniel Bielli, Esq.
                  O'KELLY ERNST & BIELLI, LLC
                  1600 Market Street, 25th Floor
                  Philadelphia, PA 19103
                  Tel: 215-543-7182
                  Fax: 215-391-4350
                  Email: tbielli@oeblegal.com

                  David M. Klauder, Esq.
                  O'KELLY ERNST & BIELLI, LLC
                  901 N. Market Street, Suite 1000
                  Wilmington, DE 19801
                  Tel: 302 778 4003
                  Email: dklauder@oeblegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Arasu Rajaratnam, general partner.

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


LANDAUER HEALTHCARE: Files Ch. 11 Plan Based on Sale to Quadrant
----------------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that Landauer
Metropolitan Inc. has filed a Chapter 11 restructuring plan that
would transfer ownership of the home medical supply company to
Quadrant Management Inc., whose $22 million bid for the company
went unchallenged.

                       About Landauer Healthcare

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

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

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

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

The Court approved bidding procedures to govern the sale of the
Debtors' assets.  Quadrant Management, Inc., or its designee, as
stalking horse bidder, acquired all of the $29 million in secured
debt and was primed to make an offer to buy the business in
exchange for debt.

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


LANDRICA DEVELOPMENT: Foreclosure Sale Postponed Again
------------------------------------------------------
Pursuant to to Wyo. Stat. Sec. 34-4-109, Charles A. Stanziale, Jr.
as the Chapter 7 Bankruptcy Trustee for Landrica Development
Company provides notice that the foreclosure sale was postponed
and was slated to occur Oct. 16, 2013.  The foreclosure sale was
originally scheduled to occur Sept. 18, 2013, and rescheduled to
Oct. 2.

A default occurred on the Mortgage and Security Agreement and
Fixture Filing, dated March 15, 2011, executed by Green Bridge
Holdings, Inc., in favor of Landrica Development Company.  The
Mortgage secures two Promissory Notes of even date therewith
executed by Mortgagor in favor of Landrica, which Mortgage covers
the real property situated in Campbell County, Wyoming:

     -- Township 51 North, Range 71 West, 6th P.M., Campbell
        County, Wyoming; and

     -- Township 50 North, Range 71 West, 6th P.M., Campbell
        County, Wyoming

The Real Property was to be sold by the Sheriff or Deputy Sheriff
of Campbell County, Wyoming, to the highest bidder for cash at
public venue at 10:00 a.m. on Wednesday, October 16, 2013, at the
front door of the Campbell County Courthouse, 500 S. Gillette
Ave., Gillette, Wyoming.  The amount of $7,702,354.53 due and
owing will continue to accrue interest to the date of sale, and
additionally there would be added to the indebtedness all costs
and attorneys' fees as provided by the Notes and Mortgage. The
property being foreclosed upon may be subject to other liens and
encumbrances that will not be extinguished at the sale and any
prospective purchaser should research the status of title before
submitting a bid.

Mr. Stanziale, Jr. is represented by:

     Lucas Buckley, Esq.
     HATHAWAY & KUNZ, P.C.
     P.O. Box 1208
     Cheyenne, WY 82003-1208


Landrica Development was a former unit of Evergreen Energy Inc.
(NYSE Arca:EEE).  On March 30, 2011, Evergreen Energy announced it
has closed the sale of the assets of its subsidiary, Landrica
Development, including the Fort Union plant and associated
property located near Gillette, Wyoming, to Green Bridge Holdings,
Inc., a subsidiary of Synthetic Fuels LLC.  Concurrent with the
sale, Evergreen and Green Bridge Holdings entered into a lease
agreement to provide access to and use of the K-Fuel(R) testing
facility and certain equipment located on the Fort Union site for
a period of five years at nominal cost to the company.


LEUCADIA NATIONAL: Fitch Keeps BB Rating on Convertible Sub. Notes
------------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BBB-' to Leucadia
National Corp.'s $750 million senior unsecured notes issuance
under its shelf registration. The notes will be due in October
2023.

Key Rating Drivers

The proposed debt issuance does not affect Leucadia's existing
Long-term Issuer Default Rating (IDR) of 'BBB-' and Stable Rating
Outlook. The primary purpose of the issuance is to refinance the
recent August 2013 senior note maturity of $402 million and to
prefund a portion of the $557 million of debt maturities over the
next two years. While Leucadia's financial leverage will increase
temporarily, Fitch expects it to trend back down to current levels
as the company repays maturing debt and builds equity through
retained earnings.

In particular, Fitch notes that a $750 million issuance would
initially increase Leucadia's parent-only debt-to-stressed equity
(excluding the two largest investments and the deferred tax asset)
to 0.58x on a pro forma basis, from 0.45x as of June 30, 2013.
This would be modestly higher than the 0.50x operating parameter
set out by Leucadia upon its merger with Jefferies Group LLC
(Jefferies). Fitch does not expect the temporary increase to have
a negative impact on Leucadia's ratings because the ratio should
decline below 0.50x within the next 18 - 24 months as Leucadia
repays its existing debt and accumulates retained earnings.
Furthermore, the company is expected to remain in compliance with
all of its other operating parameters.

Leucadia's holding company liquidity is at an all-time high after
it has recently sold some of its largest investments, including
Fortescue Metals Group Ltd. and Inmet Mining Corp. As of June 30,
2013, the company had $2.6 billion in cash and available-for-sale
investments, approximately 78% of which was comprised of cash and
US government and agency securities. Fitch believes the company
will deploy its free capital over time, but also expects it to
maintain a sizeable liquidity cushion given the upcoming debt
maturities.

Rating Sensitivities

The ratings of Leucadia and Jefferies are equalized, as Jefferies
is considered a core subsidiary of Leucadia under Fitch's criteria
'Rating FI Subsidiaries and Holding Companies'. This is based on
Jefferies' significance relative to Leucadia's equity and the
likely role it will play in the combined company's future
strategic direction.

Positive rating drivers over the longer-term would include
Leucadia's demonstrated commitment to a conservative liquidity
profile, limited investment concentrations and reduced leverage at
the parent company. For Jefferies, continued improvement in
profitability and compensation cost containment would contribute
to positive rating momentum over time. The integration between
Jefferies and Leucadia will play an important role in the longer-
term value and risk profile of the combined franchise, in Fitch's
view.

Jefferies' and Leucadia's ratings could be negatively impacted by
a material increase in leverage or a less conservative liquidity
and/or funding profile at either entity. Jefferies' leverage
remains at historically low levels and Fitch expects that over
time, if markets remain stable, it may increase modestly. Ratings
would also be negatively impacted if Fitch perceives the risks
taken in Leucadia's investment portfolio as increasing materially
from current levels. Fitch will continue to assess the ability of
Jefferies' management team to run both companies effectively.
Furthermore, the unanticipated departure of key executives at
either Jefferies or Leucadia could result in negative actions.

Leucudia operates its business similarly to a closed-end
alternative fund and serves as the holding company for Jefferies.
As of June 30, 2013, it had roughly $46.2 billion in consolidated
assets and $10.0 billion in book equity. In addition to Jefferies,
Leucadia's portfolio includes significant equity stakes in other
private and public companies as well as Treasuries and other fixed
income securities.

Fitch expects to assign the following rating:

-- Proposed $750 million senior unsecured notes due October 2023
   'BBB-'.

Fitch currently rates Leucadia as follows:

Leucadia National Corp.

-- Long-term IDR 'BBB-'; Outlook Stable;
-- Senior unsecured debt 'BBB-';
-- Senior Subordinated debt 'BB+';
-- Convertible Senior Subordinated Notes 'BB'.


LEUCADIA NATIONAL: Moody's Rates $750MM Sr. Unsecured Debt 'Ba2'
----------------------------------------------------------------
Moody's Investors Service rated Leucadia National Corporation's
new $750 million Senior Unsecured Debt Ba2 and affirmed its
Corporate Family (CFR) at Ba1 and Probability of Default (PDR)
ratings at Ba1-PD, its senior unsecured debt at Ba2, and senior
subordinate ratings at Ba3. Moody's also assigned a (P)Ba2 rating
to the company's shelf registration for unsecured debt. The
ratings at the company's wholly-owned Jefferies Group LLC
subsidiary were unaffected. The rating outlook remains stable and
the SGL-3 Speculative Grade Liquidity Rating was affirmed.

Ratings Rationale:

Leucadia's Ba1 CFR reflects its traditional focus on maintaining
significant liquidity and its position as the parent holding
company Jefferies Group LLC, a Baa3 rated investment holding
company. The rating also considers the company's history of
successful investments in various companies across multiple
industries that have created significant shareholder value. While
the company's historical investments are dwarfed by Jefferies'
size, we consider Jefferies' credit quality to be supportive of
Leucadia's rating. Leucadia has publicly stated in its filings
that it will manage its portfolio such that its single largest
investment will not be more than 20% of equity excluding
Jefferies, and that its second-largest investment will be no more
than 10% of equity excluding Jefferies.

The Ba2 rating on the $750 million unsecured notes reflects their
unsecured nature and their priority of claim in Leucadia's capital
structure. Proceeds from the debt issuance are anticipated to
strengthen the company's liquidity in part because they replenish
cash used to pay off debt maturities that came due in August
totaling just over $400 million. Moody's consider the notes junior
to certain subsidiary debt.

The stable rating outlook reflects the expectation that the
company will maintain adequate liquidity and manage its investment
portfolio in a manner consistent with the financial policies that
it has publicly disclosed including maximum investment
concentration outside of Jefferies.

Issuer: Leucadia National Corporation

Assignments:

  Senior Unsecured WKSI Shelf, Assigned (P)Ba2

  Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD5,
  76%)

Affirmations:

  Corporate Family Rating, Affirmed Ba1

  Probability of Default Rating, Affirmed Ba1-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-3

  Senior Subordinated Conv./Exch. Bond/Debenture Apr 15, 2014,
  Affirmed Ba3 (LGD6, 97%)

  Senior Unsecured Regular Bond/Debenture Sep 15, 2015, Affirmed
  Ba2 (LGD5, 76%) from (LGD5, 80%)

What Could Change the Rating Up:

As the holding company that owns Jefferies, Leucadia is
structurally subordinated to Jefferies and is unlikely to be
considered for upgrade absent a material improvement in the credit
profile of Jefferies. Moreover, any upward momentum in Leucadia's
rating would also be contingent on further strengthening the
earnings and cash flow stability of its diversified investment
portfolio which is primarily composed of companies with financial
profiles consistent with high-yield corporate issuers. Maintenance
of a strong liquidity profile will also be a critical factor in
the future credit prospects of Leucadia given the importance of
access to funding for its business activities.

What Could Change the Rating Down:

Jefferies' performance and its ability to maintain its investment
grade rating will remain an ongoing consideration in Leucadia's
rating because Jefferies is by far the largest investment.
Moreover, a deviation from its stated public guidance as to
leverage, investment concentration, liquidity, and other factors,
could adversely affect the rating depending on numerous factors
including the duration of, and the reason for, the deviation.
Hence, debt funded acquisitions or a significant reduction in cash
and investments could pressure the rating. As Leucadia's largest
investment, weakness in Jefferies credit quality could also
provide downward ratings pressure.


LIME ENERGY: Amends 2012 Annual Report
--------------------------------------
Lime Energy Co. amended its annual report on Form 10-K for the
year ended Dec. 31, 2012, filed with the U.S. Securities and
Exchange Commission on July 31, 2013, to include a discussion of
the years ended Dec. 31, 2008, 2009 and 2010 in Management's
Discussion and Analysis of Financial Condition and Results of
Operations.  The Company restated its financial statements for
those years, as well as its financial statements for the year
ended Dec. 31, 2011, and the quarter ended March 31, 2012.  A copy
of the Amended Form 10-K is available at http://is.gd/nLXaGn

                         About Lime Energy

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

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


LIME ENERGY: To Effect 1-for-7 Reverse Stock Split
--------------------------------------------------
Lime Energy Co. has filed a Certificate of Amendment to its
Restated Certificate of Incorporation with the Secretary of State
of the State of Delaware, to effect a 1-for-7 reverse stock split
of the its common stock.  The Certificate of Amendment became
effective at 5:00 p.m. EDT on Oct. 10, 2013.

As a result of the Reverse Stock Split, every seven shares of the
Company's pre-Reverse Stock Split common stock will be combined
and reclassified into one share of its common stock.  Beginning
with the opening of trading on Oct. 11, 2013, the Company's common
stock will trade on the NASDAQ Capital Market on a Reverse Stock
Split adjusted basis with a new CUSIP number of 53261U304.

No fractional shares will be issued in connection with the Reverse
Stock Split.  In accordance with the Certificate of Amendment,
Lime stockholders who would have otherwise been due a fractional
share will receive a full share.  Proportional adjustments will be
made to the Company's outstanding warrants, stock options and
other equity awards and to the Company's equity compensation plans
to reflect the Reverse Stock Split.

Stockholders who hold their shares in brokerage accounts or
"street name" will not be required to take any action to effect
the exchange of their shares.  Stockholders of record who hold
physical certificates will receive a transmittal letter from the
Company's transfer agent requesting that they surrender their old
stock certificates for new stock certificates reflecting the
adjusted number of shares resulting from the reverse stock split.
Stockholders of record who hold their shares in book-entry form
will receive a notice from the Company's transfer agent informing
them that the number of shares they hold has been adjusted on the
transfer agent's books and that they do not need to take any
further action to adjust the number of shares held in their name.

Wells Fargo Shareowner Services, Lime Energy's transfer agent,
will act as the exchange agent for purposes of implementing the
exchange of stock certificates.  Stockholders can contact Wells
Fargo Shareowner Services with any questions at (800) 468-9716.

As a result of the Reverse Stock Split, Lime expects to regain
compliance with the $1.00 per share minimum bid price requirement
for continued listing on The NASDAQ Capital Market; however, there
can be no assurance that the Reverse Stock Split will have that
effect.

                         About Lime Energy

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

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


LUCID INC: Modifies 2012 & 2013 Term Loan with Northeast Capital
----------------------------------------------------------------
Lucid, Inc., operating as Caliber Imaging & Diagnostics, entered
into a letter agreement with Northeast LCD Capital, LLC, an
affiliate of the Company, to modify the Subsequent Term Note dated
May 20, 2013, and the Loan and Security Agreement dated July 5,
2012.

With respect to the 2013 Term Loan, the parties agreed that upon
closing of an offering by the Company in which it raises at least
$6 million, all outstanding amounts of principal and interest
under the 2013 Term Loan will convert into the Company's common
stock on the same terms as those shares sold to other investors in
the offering.

With respect to the 2012 Term Loan, Northeast Capital agreed to
(i) extend the maturity date by three years to July 5, 2020, (ii)
provide that interest will be payable only on maturity, and (iii)
provide that the events of default will only be nonpayment at
maturity or the Company's insolvency.

Upon conversion of the 2013 Term Loan, the Company agreed to issue
to Northeast Capital a fully-vested warrant to purchase 150,000
shares of the Company's common stock at an exercise price equal to
the higher of $1.00 per share or the price at which shares are
sold in the offering.

Northeast Capital and its affiliates from time to time have
provided in the past and may provide in the future commercial
lending services to the Company and its affiliates in the ordinary
course of business.

                           About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices enabling physicians to image and diagnose skin disease in
real time without an invasive or surgical biopsy.

The Company's balance sheet at June 30, 2013, showed $4.86 million
in total assets, $14.77 million in total liabilities, and a
stockholders' deficit of $9.91 million.

"The Company will need to raise additional capital in the fourth
quarter of 2013 and beyond, and such capital may not be available
at that time or on favorable terms, if at all.  The Company may
seek to raise these funds through public or private equity
offerings, debt financings, credit facilities, or partnering or
other corporate collaborations and licensing arrangements.  If
adequate funds are not available or are not available on
acceptable terms, the Company's ability to fund its operations,
take advantage of opportunities, develop products and
technologies, and otherwise respond to competitive pressures could
be significantly delayed or limited, and operations may need to be
downsized or halted.

"There can be no assurance that the Company will be successful in
its plans described above or in attracting alternative debt or
equity financing.  These conditions have raised substantial doubt
about the Company's ability to continue as a going concern," the
Company said in its quarterly report for the period ended June 30,
2013.


MAXCOM TELECOMUNICACIONES: Plan Declared Effective
--------------------------------------------------
BankruptcyData reported that Maxcom Telecomunicaciones' First
Amended Joint Plan of Reorganization became effective, and the
Company emerged from Chapter 11 protection. The Court confirmed
the Plan on September 10, 2013.

According to the documents filed with the Court, "Under the Plan,
subject to the conditions set forth in the recapitalization
agreement and the restructuring and support agreement, Maxcom
Telecomunicaciones will complete a recapitalization and debt
restructuring that is expected to significantly reduce its debt
service expense and position the Company for growth with a $45
million capital infusion. The Plan's restructuring of the
Company's funded debt obligations and the parallel out-of-Court
transactions (i.e., the proposed tender offer and new capital
contribution) to be effectuated in accordance with applicable
Mexican and United States law will enable Maxcom
Telecomunicaciones to emerge from Chapter 11 with a sustainable
balance sheet and a new capital contribution from the new owners
of a substantial portion of the Company's equity. This capital
will permit the Debtors to continue to upgrade and expand their
telecommunications network. All classes of creditors are
unimpaired and will be paid in full under the Plan, except for the
senior notes claims, which will receive (1) the step-up senior
notes (which include the capitalized interest amount for unpaid
interest accrued on the senior notes from (and including) April
15, 2013 through (and excluding) June 15, 2013, at the rate of 11%
per annum), (2) cash in the amount of unpaid interest accrued on
the senior notes (A) from (and including) December 15, 2012
through (and excluding) April 15, 2013, at the rate of 11% per
annum, and (B) from (and including) June 15, 2013 through (and
excluding) the effective date of the Plan at the rate of 6% per
annum and (3) rights to purchase equity that is unsubscribed by
the Company's current equity holders pursuant to the terms of the
Plan. The step-up senior notes will (a) be issued in an aggregate
principal amount of $200 million, minus the amount of senior notes
held in treasury by the Company, plus the capitalized interest
amount; (b) bear interest (i) from the date of issuance until June
14, 2016, at the annual rate of 6%, (ii) from June 15, 2016 until
June 14, 2018, at the annual rate of 7% and (iii) from June 15,
2018 until the maturity date, at the annual rate of 8%; (c) have a
maturity date of June 15, 2020; (d) be secured by the same
collateral that currently secures the senior notes and (e) be
unconditionally guaranteed, jointly and severally and on a senior
unsecured basis, by all of Maxcom Telecomunicaciones's direct and
indirect subsidiaries, excluding Fundacion Maxcom, A.C."

                           About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

                           *    *     *

Maxcom carries a 'CC' corporate credit rating from Standard &
Poor's Ratings Services and a "Caa1" from Moody's Investors
Service.


MEDICURE INC: FDA Approves Supplemental New Drug Application
------------------------------------------------------------
The U.S. Food and Drug Administration (FDA) has approved the
AGGRASTAT(R) (tirofiban HCl) high-dose bolus (HDB) regimen, as
requested under Medicure's supplemental New Drug Application
(sNDA).  The AGGRASTAT HDB regimen (25 mcg/kg over 3 minutes,
followed by 0.15 mcg/kg/min) now becomes the recommended dosing
for the reduction of thrombotic cardiovascular events in patients
with non-ST elevated acute coronary syndrome (NSTE-ACS).

The ability of the AGGRASTAT HDB regimen to achieve >90 percent
platelet aggregation inhibition within 10 minutes is seen as an
important feature by interventional cardiologists in settings
where rapid platelet inhibition is required for coronary
intervention.  The HDB regimen has been evaluated in more than 30
clinical studies totaling over 8,000 patients, and is recommended
by the ACCF/AHA/SCAI guidelines.

"We are pleased with the FDA approval of the AGGRASTAT HDB
regimen," stated Dr. Albert D. Friesen, CEO of Medicure Inc.  "The
inclusion of the contemporary, guideline-recommended dosing
regimen for AGGRASTAT is expected to have a positive impact on
sales over the coming months."

AGGRASTAT currently has a 2 percent share of the approximately
$300 million US glycoprotein (GP) IIb/IIIa inhibitor market, but
continues to be the leading GP IIb/IIIa inhibitor outside of the
US where the Aggrastat HDB regimen has already been approved.  The
Company is currently enrolling patients in the SAVI-PCI study,
which compares the Aggrastat HDB regimen against Integrilin(R)
(eptifibatide) (Merck & Co., Inc.), which has annual US sales of
greater than $230 million.

                        About Medicure Inc.

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

Medicure Inc. incurred a net loss of C$2.57 million on C$2.60
million of net product sales for the year ended May 31, 2013, as
compared with net income of C$23.38 million on C$4.79 million of
net product sales during the prior fiscal year.  The Company's
balance sheet at May 31, 2013, showed C$3.42 million in total
assets, C$7.75 million in total liabilities and a C$4.32
million total deficiency.

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


MF GLOBAL: Corzine, Others' Defense Costs "Exorbitant"
------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that the court-appointed administrator in charge of winding down
MF Global Holdings Ltd. is concerned about the "exorbitant"
defense fees being rung up by lawyers defending Jon Corzine and
other former executives and managers in a securities fraud
lawsuit.

In an Oct. 11 filing with the U.S. Bankruptcy Court in Manhattan,
lawyers for the administrator said a judge should deny a request
by Mr. Corzine and the others to release more insurance money to
fund their defense, according to the report.

"Defense fees incurred to date exceed $40 million, a figure that
has never been adequately explained or justified and which
suggests duplication of efforts among the Individual Insureds'
professionals," lawyers for the administrator said in the filing,
the report related. A spokesman for Mr. Corzine didn't immediately
respond to a request for comment

Judge Martin Glenn last month denied the executives' request to
use an additional $10 million in insurance money, saying he wanted
to wait until an appeal from MF Global customer Sapere Wealth
Management was heard, the report further related.  The executives
are asking the judge to reconsider his decision.

Lawyers for Mr. Corzine, MF Global's former chief executive, and
more than 20 other former MF Global employees said in a filing
earlier this month that they are facing at least 23 lawsuits filed
by bankruptcy trustees, regulatory agencies and customers, the
report added.  Some of the employees covered by the insurance
"lack the financial resources" they need to pay all their defense
costs, the lawyers said.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MISSION NEW ENERGY: Completes Sale of Biodiesel Refinery
--------------------------------------------------------
Mission NewEnergy Limited's wholly owned subsidiary Mission
Biotechnologies Sdn Bhd (MBTSB) has completed the sale of its
100,000 tpa biodiesel refinery to Felda Global Ventures Downstream
Sdn Bhd for US$11.5 million as announced on 17 April 2013.

MBTSB will utilize the entire proceeds from the sale to reduce
loans from the holding company which in turn will be used by the
holding company to reduce borrowings at the group level leaving a
small amount to fund the group?s general working capital.

With the sale, MBTSB will cease to have any operations and become
a dormant company.

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission New Energy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that the Company
incurred operating cash outflows of A$4.9 million during the year
ended June 30, 2012, and, as of that date, the consolidated
entity's total liabilities exceeded its total assets by
A$24.4 million.

As of June 30, 2013, the Group had AU$7.53 million in total
assets, AU$32.60 million in total liabilities, and a AU$25.07
million total deficiency.


MMRGLOBAL INC: Reports Unregistered Sales of Securities
-------------------------------------------------------
On various dates between Aug. 14, 2013, and Sept. 26, 2013,
MMRGlobal, Inc., entered into four different Convertible
Promissory Notes with four different unrelated third-parties for
principal amounts totaling $435,000.  The Notes have the option to
be converted into a total of 14,808,176 shares of the Company's
common stock.  These Notes bear interest at a rate of 6 percent
per annum payable in cash or shares of common stock or a
combination of cash and shares of common stock at the option of
the Company.  In connection with the Notes, the Company issued
warrants to purchase up to 8,000,000 shares of its common stock at
an average price per share of $0.036.  The Warrants expire in
Nov. 18, 2013, Dec. 18, 2013, Jan. 18, 2013, and Aug. 14, 2018.

On Aug 15, 2013, the Company granted an unrelated third-party a
warrant to purchase 900,000 shares of its common stock in
consideration for services.  The warrant vests quarterly over a
year and have an exercise price of $0.06 per share, and an
expiration date of Aug. 15, 2018.

On Aug. 21, 2013, the Company granted an unrelated third-party
500,000 shares of its common stock at a price of $0.05 per share
as consideration for a dispute resolution settlement.

On Aug. 26, 2013, the Company granted an unrelated third-party
300,000 shares of its common stock at a price of $0.05 per share
in consideration for services.

On Sept. 12, 2013, the Company granted two unrelated third-parties
500,000 shares of its common stock each at a price of $0.05 per
share in consideration for services.

On Sept. 18, 2013, the Company granted an unrelated third-party
250,000 shares of its common stock at a price of $0.05 per share
in consideration for services.

On Sept. 18, 2013, the Company granted an unrelated third-party a
warrant to purchase 4,000,000 shares of its common stock in for a
settlement and dismissal of a pending lawsuit.  The warrant vests
immediately and has an exercise price of $0.05 per share, and an
expiration date of Sept. 13, 2015.

On Sept. 19, 2013, the Company granted an unrelated third-party
200,000 shares of its common stock each at a price of $0.05 per
share in consideration for services.

On various dates between Sept. 18, 2013, and Sept. 26, 2013, the
Company entered into two different Stock Sales Agreements with two
different unrelated third-parties to sell 2,000,000 shares of its
common stock for a total of $53,000.

On Sept. 26, 2013, the Company granted an unrelated third-party
500,000 shares of its common stock at a price of $0.05 per share
in consideration for services.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

The Company's balance sheet at June 30, 2013, showed $2.61 million
in total assets, $9.06 million in total liabilities, and a
$6.44 million total stockholders' deficit.

MMRGlobal incurred a net loss of $5.90 million in 2012, as
compared with a net loss of $8.88 million in 2011.

Rose, Snyder & Jacobs LLP, in Encino, California, 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 operating losses and
negative cash flows from operations during the years ended
Dec. 31, 2012, and 2011, that raise substantial doubt about the
Company's ability to continue as a going concern.


MMX MINERACAO: In Deal to Sell Port Stake to Trafigura, Mubadala
----------------------------------------------------------------
Matthew Cowley, writing for The Wall Street Journal, reported that
Brazilian tycoon Eike Batista has signed a definitive agreement to
sell a majority stake in another of his key assets as he advances
a plan to shore up his heavily indebted companies.

According to the WSJ report, mining company MMX Mineracao e
Metalicos SA, which is controlled by Mr. Batista, said on Oct. 14
that Abu Dhabi's Mubadala Development Co., already a big investor
in Mr. Batista's industrial group, and commodities trader
Trafigura Group have agreed to pay $400 million to buy a majority
stake in a port in ItaguaĦ, in the south of Rio de Janeiro state.

It's the latest sale by Mr. Batista, who has seen his personal
wealth collapse as a result of the financial and operational
troubles faced by his group of companies, the report related.  One
of the richest men in the world just over a year ago, with an
estimated fortune of more than $30 billion, he is now off the
billionaires' list altogether.

Trafigura and Mubadala have agreed to buy 65% of MMX Porto Sudeste
Ltda, and MMX will retain the remaining 35% stake, the report
further related.  The port company will also take on 1.3 billion
Brazilian reais ($598 million) in debts owed by one of MMX's
mining subsidiaries.

Construction of the port, known as Superporto Sudeste, began in
July 2010, and it's expected to begin operations in mid-2014, with
an initial capacity to handle 50 million tons of iron ore per
year, the report added.


MONTE VISTA GARDENS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Monte Vista Gardens, LLC
           dba Canyon Palms
        PO Box 72735
        Phoenix, AZ 85050

Case No.: 13-17987

Chapter 11 Petition Date: October 15, 2013

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

Judge: Hon. Eddward P. Ballinger Jr.

Debtor's Counsel: Donald W. Powell, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16TH ST., #103
                  Phoenix, AZ 85020
                  Tel: 602-861-0777
                  Fax: 602-870-0296
                  Email: d.powell@cplawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


MONTREAL MAINE: Wants to Borrow Up to $3 Million From Camden Bank
-----------------------------------------------------------------

Robert J. Keach, Chapter 11 trustee to Montreal Maine & Atlantic
Railway, Ltd., seeks permission from the Bankruptcy Court to
borrow up to $3,000,000 in a revolving line of credit from Camden
National Bank.

Interest rate is fixed at 5% per annum on any amounts advanced
under the Camden Loan.  The default rate is 18% per annum.

The Loan proceeds will be used for working capital needs of the
Debtor.  It will not be sued for payment of prepetition debt,
except those authorized to be paid by the Court, provided that the
amounts of prepetition debt will not exceed $250,000 absent the
Bank's written consent.

The maturity date of the Loan is Aug. 30, 2014; interest is
payable monthly.

The Loan will be secured by a first mortgage and security interest
on all assets that secure the debt administered by the Federal
Railroad Administration.

The Chapter 11 Trustee is confident that the United States on
behalf of the FRA will not object to the terms of the Loan, and
subordination of its interest in the Loan Collateral to Camden
Bank.  The position of the United States is premised on the
condition that the Loan proceeds will be used to provide for a
minimum of two-person crews on all trains operated by the Debtor,
and the Trustee commits to the satisfaction of that condition.

D. Sam Anderson, Esq. and Michael A. Fagone, Esq., of Bernstein,
Shur, Sawyer & Nelson, P.A., represent the Chapter 11 Trustee.

                           Wheeling Reacts

Wheeling & Lake Erie Railway Company does not object to the
Chapter 11 Trustee's Borrowing Motion in general, but wants its
rights and protections preserved.

Specifically, Wheeling asks that the Court provide in the
Borrowing Order:

(a) continuing adequate protection to Wheeling for continued use
     of its Cash Collateral; and

(b) that any Sec. 507(b) superpriority claim which may be made by
     FRA and/or MDOT by reason of the postpetition loans
     authorized by the Borrowing Order will be subordinate to the
     Sec. 507(b) superpriority claim provided to Wheeling pursuant
     to the Cash Collateral Orders.

David C. Johnson, Esq., George J. Marcus, Esq., and Andrew C.
Helman, Esq. of Marcus, Clegg & Mistretta, P.A., represent
Wheeling & Lake Erie.

                        About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel.  Development Specialists, Inc.,
serves as his financial advisor.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana serves as counsel
to MM&A.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, is seeking financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

The Hermon, Maine-based carrier is still working to create a
formal claims process for the families of the victims and other
claims holders.  The carrier will present a formal process to the
court for approval by Nov. 30, according to the filings, Bloomberg
News reported.


MOTORCAR PARTS: Amends Forms S-1 Prospectuses
---------------------------------------------
Motorcar Parts of America, Inc., filed with the U.S. Securities
and Exchange Commission a second post-effective amendment to its
Form S-1 registration statement to include the audited financial
statements and the notes thereto included in the Company's annual
report on Form 10-K for the year ended March 31, 2013.

On Feb. 8, 2013, the Company filed a registration statement
relating to the potential resale from time to time by Wellington
Trust Company, National Association Multiple Common Trust Funds
Trust, Micro Cap Equity Portfolio, Prescott Group Aggressive Small
Cap Master Fund G.P., Perritt Microcap Opportunities Fund, et al.,
of 1,941,975 shares of the Company's common stock.

The Company will receive no proceeds from any resale of the shares
of common stock, but the Company has agreed to pay certain
registration expenses.

The Company's common stock is traded on the Nasdaq Global Market
under the symbol "MPAA."  On Oct. 10, 2013, the closing price of
the Company's common stock was $13.12 per share.

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

                         http://is.gd/xpmBte

The Company separately filed an amended Form S-1 registration
statement relating to the resale from time to time by Wanxiang
American Corporation, of some or all of 516,129 shares of the
Company's common stock, $0.01 par value per share which underlie
common stock warrants pursuant to the Warrant to Purchase Common
Stock, dated Aug. 22, 2012, issued by the Company to the selling
securityholder.  The Company will receive no proceeds from any
resale of the shares of common stock, but the Company has agreed
to pay certain registration expenses.  The Company amended the
registration statement to delay its effective date.  A copy of the
amended Form S-1 is available for free at http://is.gd/jBw9dM

                        About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.  The Company's balance
sheet at March 31, 2013, showed $367.1 million in total assets,
$370.6 million in total liabilities, and a stockholders' deficit
of $3.5 million.

Ernst & Young LLP, in Los Angeles, California, noted that the
Company's wholly owned subsidiary Fenwick Automotive Products
Limited has recurring operating losses since the date of
acquisition and has a working capital and an equity deficiency.
"In addition, Fenco has not complied with certain covenants of its
loan agreements with its bank.  These conditions relating to Fenco
coupled with the significance of Fenco to the Consolidated
Companies, raise substantial doubt about the Consolidated
Companies' ability to continue as a going concern."


MOTORCAR PARTS: To Purchase CEO's Stock Options
-----------------------------------------------
Motorcar Parts of America, Inc., entered into an Option Purchase
Agreement with Selwyn Joffe, Chairman, president and chief
executive officer of the Company, pursuant to which, among other
things, the Company would purchase the Holder's option to purchase
100,000 shares of the Company's common stock granted on Jan. 14,
2004, under the Motorcar Parts of America, Inc. 1994 Stock Option
Plan at a purchase price of $626,500 (the difference per share of
common stock between $12.66, the closing price of the Company's
common stock on Sept. 27, 2013, and $6.345, the exercise price of
the stock option, multiplied by 100,000, the total number of
shares under Mr. Joffe's stock option, and less an administrative
fee of $5,000).  A copy of the Agreement is available for free at:

                        http://is.gd/Yb6LiH

On Oct. 9, 2013, the Company amended its existing Financing
Agreement by entering into the Eighth Amendment to Financing
Agreement with the lenders party thereto, Cerberus Business
Finance, LLC, as collateral agent, and PNC Bank, National
Association, as administrative agent.  The Cerberus Eighth
Amendment permits the Company to purchase the Holder's stock
option pursuant to the Agreement.  A copy of the Cerberus Eighth
Amendment is available for free at http://is.gd/Tim1zS

                        About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.  The Company's balance
sheet at March 31, 2013, showed $367.1 million in total assets,
$370.6 million in total liabilities, and a stockholders' deficit
of $3.5 million.

Ernst & Young LLP, in Los Angeles, California, noted that the
Company's wholly owned subsidiary Fenwick Automotive Products
Limited has recurring operating losses since the date of
acquisition and has a working capital and an equity deficiency.
"In addition, Fenco has not complied with certain covenants of its
loan agreements with its bank.  These conditions relating to Fenco
coupled with the significance of Fenco to the Consolidated
Companies, raise substantial doubt about the Consolidated
Companies' ability to continue as a going concern."


MRM 88: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: MRM 88, LLC
        88 Greenwich Street
        New York, NY 10006

Case No.: 13-13358

Chapter 11 Petition Date: October 15, 2013

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Robert E. Gerber

Debtor's Counsel: Neil R. Flaum, Esq.
                  FLAUM & ASSOCIATES, P. C.
                  369 Lexington Avenue, Suite 1201
                  New York, NY 10017
                  Tel: 212-509-7400
                  Fax: 212-509-0740
                  Email: flaumandassociatespc@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Ridzis Androvic, managing member.

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


NAVISTAR INTERNATIONAL: Closes $200 Million Notes Offering
----------------------------------------------------------
Navistar International Corporation completed its previously
announced private placement of $200,000,000 aggregate principal
amount of 4.50 percent senior subordinated convertible notes due
2018 pursuant to a Purchase Agreement, dated Oct. 7, 2013, by and
between the Company and J.P. Morgan Securities LLC, as
representative of the several initial purchasers.  The Initial
Purchasers also have the option to purchase up to an additional
$30,000,000 principal amount of the Convertible Notes at the
offering price within the 30-day period from the date of the
original issuance of the Convertible Notes.  The Convertible Notes
are governed by the terms of an indenture, dated as of Oct. 11,
2013, by and among the Company, Wilmington Trust, National
Association, as trustee, and Citibank, N.A., as paying agent.

Interest is payable on the Convertible Notes on April 15 and
October 15 of each year beginning on April 15, 2014, until their
maturity date of Oct. 15, 2018.  Holders may convert the
Convertible Notes into common stock of the Company, par value
$0.10 per share, at their option prior to April 15, 2018, under
the following circumstances:

   (1) during any fiscal quarter commencing after Oct. 31, 2013,
       if the last reported sale price of the Company's common
       stock for at least 20 trading days during the period of 30
       consecutive trading days ending on the last trading day of
       the preceding fiscal quarter is greater than or equal to
       130 percent of the applicable conversion price on each such
       trading day;

   (2) during the five business day period after any five
       consecutive trading day period in which the trading price
       per $1,000 principal amount of Convertible Notes for each
       trading day of that measurement period was less than 98
       percent of the product of the last reported sale price of
       the Common Stock and the applicable conversion rate on each
       such trading day; or

   (3) upon the occurrence of specified corporate events.

On and after April 15, 2018, until the close of business on the
second scheduled trading day immediately preceding the maturity
date, holders may convert their notes at any time, regardless of
the foregoing circumstances.

Upon conversion, the Company will satisfy its conversion
obligations by delivering, at its election, shares of Common Stock
(plus cash in lieu of fractional shares), cash, or any combination
of cash and shares of Common Stock in accordance with the terms of
the Indenture.  The initial conversion rate will be 17.1233 shares
of Common Stock per $1,000 principal amount of Convertible Notes,
equivalent to an initial conversion price of $58.40 per share of
Common Stock.  The conversion rate will be subject to adjustment
in some events but will not be adjusted for accrued interest.
Following certain corporate transactions that occur prior to the
maturity date, the Company will increase the conversion rate for a
holder that elects to convert its Convertible Notes in connection
with such a corporate transaction in certain circumstances.

On or after Oct. 15, 2016, the Convertible Notes will be subject
to redemption, in whole or in part, at the Company's option, at a
redemption price equal to 100 percent of the principal amount of
Convertible Notes to be redeemed, plus accrued and unpaid interest
to, but excluding, the redemption date, if the last reported sale
price of Common Stock for at least 20 trading days during the
period of 30 consecutive trading days ending within 10 trading
days immediately prior to the date of the redemption notice
exceeds 130 percent of the applicable conversion price for the
Convertible Notes on each applicable trading day.  If the Company
calls any or all of the Convertible Notes for redemption, holders
will have the right to convert their Convertible Notes at any time
until the close of business on the business day preceding the
redemption date.

Subject to certain exceptions, holders may require the Company to
repurchase, for cash, all or part of the Convertible Notes upon a
"Fundamental Change" at a price equal to 100 percent of the
principal amount of the Convertible Notes being repurchased plus
any accrued and unpaid interest, including any additional
interest, to, but excluding, the date of repurchase.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  The Company's balance sheet at July 31, 2013, the Company
had $8.24 billion in total assets, $12.17 billion in total
liabilities and a $3.93 billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


ORCHARD SUPPLY: Claims Bar Date Set for Oct. 25
-----------------------------------------------
The U.S. Bankruptcy Court in Delaware has established Oct. 25,
2013, at 5:00 p.m. as deadline for parties in interest to file
proofs of claim in the bankruptcy case of OSH 1 Liquidating
Corporation, fka Orchard Supply Hardware Stores Corporation et al.

Government entities, meanwhile, have until Dec. 16, 2013, at 5:00
p.m. to file their claims.

                       About Orchard Supply

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

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

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

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

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

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

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


OSAGE EXPLORATION: Completes Sale of 100% Interests in Cimarrona
----------------------------------------------------------------
Osage Exploration and Development, Inc., on Oct. 7, 2013,
completed the sale of 100 percent of the membership interests in
Cimarrona Limited Liability Company, an Oklahoma limited liability
company, to Raven Pipeline Company, LLC, pursuant to a Membership
Interest Purchase Agreement dated Sept. 30, 2013, by and between
the Company and Raven.  Cimarrona LLC is the owner of a
9.4 percent interest in certain oil and gas assets including a
pipeline in the Guaduas field, located in the Dindal and Rio Seco
Blocks that covers 30,665 acres in the Middle Magdalena Valley in
Colombia.

The sales price consisted of cash of $6,800,000, less settlement
of debt of Cimarrona LLC of approximately $254,000.  Of the net
sales price, $250,000 will be held in escrow for 12 months to
secure any post-Closing purchase price adjustments and any
indemnity obligations of the Company pursuant to the Agreement.
In addition, so long as the per barrel transportation rate charged
with respect to the pipeline is not adjusted prior to March 31,
2014, then Raven will pay the Company an additional $1,000,000 in
cash within five business days of that date.  The Agreement became
definitive upon funding on Oct. 7, 2013.

                      About Osage Exploration

Based in San Diego, California with production offices in Oklahoma
City, Oklahoma, and executive offices in Bogota, Colombia, Osage
Exploration and Development, Inc. (OTC BB: OEDV) --
http://www.osageexploration.com/-- is an independent exploration
and production company with interests in oil and gas wells and
prospects in the US and Colombia.

As of June 30, 2013, the Company had $27.11 million in total
assets, $18.84 million in total liabilities and $8.26 million in
total stockholders' equity.

Goldman, Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses from
operations and has an accumulated deficit as of Dec. 31, 2011.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

                        Bankruptcy Warning

"The Company's operating plans require additional funds which may
take the form of debt or equity financings.  The Company's ability
to continue as a going concern is in substantial doubt and is
dependent upon achieving profitable operations and obtaining
additional financing.  There is no assurance additional funds will
be available on acceptable terms or at all.  In the event we are
unable to continue as a going concern, we may elect or be required
to seek protection from our creditors by filing a voluntary
petition in bankruptcy or may be subject to an involuntary
petition in bankruptcy.  To date, management has not considered
this alternative, nor does management view it as a likely
occurrence," the Company said in the quarterly report for the
period ended June 30, 2013.


PENINSULA HOSPITAL: Wins Access to Cash Collateral Thru Dec. 31
---------------------------------------------------------------
The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York, in a sixteenth interim order,
authorized Lori Lapin Jones, as Chapter 11 trustee for Peninsula
Hospital Center, et al., to use the cash collateral of the 1199
Funds, until Dec. 31, 2013.

The Chapter 11 Trustee is authorized to use the Cash Collateral
of the 1199 Funds in connection with the wind down of PHC
substantially in accordance with a budget.

The Chapter 11 Trustee will pay the monthly benefits to the 1199
Funds (in amounts agreed upon between the Trustee and the 1199
Funds each month) that became due through Feb. 3, 2013, commencing
on March 31, 2013, and continuing through April 30, 2013, in
accordance with the terms of an agreed upon budget.  Each of
JPMorgan Chase Bank, NA, Revival Funding Co., LLC, and the
Official Committee of Unsecured Creditors will be advised of any
agreed material modifications to the Budget.

The balance of the amounts owed to the 1199 Funds for the post-
petition period due through Feb. 3, 2013, will be treated as an
allowed administrative expense claim of the 1199 Funds.

The Trustee will be authorized to use the Cash Collateral of the
1199 Funds and Revival in connection with the ordinary course
operations of PGN in amounts not materially greater than is set
forth in the Budget commencing as of the date of the Order through
and including June 30, 2013, pending further Court order.
Although a Receiver assumed responsibility to operate PGN as of
Feb. 3, 2013, the budgeted expenses of PGN include operating costs
incurred prior to, and which were outstanding as of such date and
other costs of administering the PGN Chapter 11 estate.

                  About Peninsula Hospital

Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an
involuntary Chapter 11 bankruptcy protection against Peninsula
Hospital Center -- http://www.peninsulahospital.org/-- (Bankr.
E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011.  Judge Elizabeth S.
Stong presides over the case.  Marilyn Cowhey Macron, Esq., at
Macron & Cowhey, represents the petitioners.

Peninsula Hospital Center and Peninsula General Nursing Home
Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC,
as financial advisors.  The Hospital employed Abrams Fensterman,
et al., as their attorneys.  Nixon Peabody served as their special
counsel; GCG, Inc., serves as claims and noticing agent.

Judge Stong appointed Daniel T. McMurray at Focus Management Group
as patient care ombudsman.  Neubert, Pepe & Monteith P.C. serves
as PCO's counsel.  In April 2013, the bankruptcy court discharged
Daniel T. McMurray from his duties and responsibilities as patient
care ombudsman.

Richard J. McCord, Esq., was appointed by the Court as examiner in
the Debtors' cases.  His task was to conduct an investigation of
the Debtors' relationship and transactions with Revival Home
Health Care, Revival Acquisitions Group LLC, Revival Funding Co.
LLC, and any affiliates.  Certilman Balin, & Hyman, LLP, which
counts Mr. McCord as one of the firm's members, served as counsel
for the Examiner.

CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc.,
serve as financial advisors for the Official Committee of
Unsecured Creditors.  Robert M. Hirsh, Esq., at Arent Fox LLP, in
New York, N.Y., represents the Committee as counsel.

At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. --
ljones@jonespllc.com -- was named Chapter 11 Trustee in
March 2012, replacing Todd Miller, the Debtors' Chief Executive
Officer.  The Chapter 11 trustee is represented by LaMonica Herbst
& Maniscalco LLP as her counsel.

Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's
special counsel in connection with her investigation of the
Debtors.  She obtained approval to employ Garfunkel Wild, P.C., as
her special health care, regulatory, corporate, finance and
litigation counsel; and Foy Advisors LLC as consultant.


PERSONAL COMMUNICATIONS: Can Tap BG Strategic as Investment Banker
------------------------------------------------------------------
Personal Communications Devices, LLC, et al., sought and obtained
approval from the bankruptcy court to employ BG Strategic
Advisors, LLC, as investment banker nunc pro tunc to the Petition
Date to assist in the sale of their assets.

BG Advisors has rendered and will continue to render to the
Debtors these services:

   1) identify prospective domestic and/or international buyers
      for the Debtors;

   2) coordinate the information flow, on-site visits and due
      diligence activities with interested parties; and

   3) negotiate favorable Transaction terms other than those terms
      negotiated by Richter Consulting, Inc., the Debtors'
      financial advisors.

The Debtors propose to pay BG Advisors a one-time $100,000 work
fee for August 2013.  They also propose a bonus fee for the firm:
In the event Quality One or Brighstar completes a transaction with
the Debtors, BG Advisors will be paid a fee of $1.8 million (the
Flat Success Fee) at closing.  In the event a party other than
Quality One or Brightstar completes a transaction with the
Debtors, then BG Advisors will be paid the Flat Success Fee and an
Additional Bonus equal to 12.5% of the Total Valuation in excess
of the Quality One Stalking Horse Bid.  In the event the Debtors
become obligated to pay the break-up fee and expense reimbursement
to Quality One (in accordance with the terms of the Stalking Horse
APA), then BG Advisors will forgo the Additional Bonus it would be
due for the first $5 million of Total Valuation.

BG Advisors will be entitled to reimbursement for all reasonable
and pre-approved travel expenses and other reasonable out-of-
pocket expenses incurred in connection with its retention.

The Debtors also seek to entitle BG Advisors to a $250,000 break-
up fee if the Debtors execute a letter of intent and then allow
the letter of intent to lapse or terminate with the potential
buyer.

Before the Petition Date, BG Advisors received $600,000 as
compensation for its services.

David Saperstaein, vice president of BG Advisors, assures the
Court that his firm does not hold or represent any interest
adverse to the Debtors' estates and that it is a "disinterested
person" as defined in Sec. 101(14) of the Bankruptcy Code.

                            About PCD

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y.  The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.

PCD filed for bankruptcy with a deal to sell the operations to
Quality One Wireless LLC for $105 million, absent a higher bid at
auction.

Bankruptcy Judge Alan S. Trust oversees the case.  Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent.  BG Strategic Advisors, LLC, is the
financial advisor.  Richter Consulting, Inc., is the investment
banker.

The petitions were signed by Raymond F. Kunzmann as chief
financial officer.

Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.  The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.


PERSONAL COMMUNICATIONS: $105MM Sale Gets Green Light
-----------------------------------------------------
Law360 reported that a New York bankruptcy judge on Oct. 10
approved the $105.3 million sale of Personal Communications
Devices LLC?s assets to stalking horse bidder Quality One Wireless
LLC, after the auction process failed to yield any other suitable
buyers.

According to the report, U.S. Bankruptcy Judge Alan S. Trust gave
the nod to the PCD sale to Florida-based Quality One from the
bench, after several other ?seriously interested purchasers? were
found to be unqualified, according to Quality One attorney Joseph
J. Wielebinski of Munsch Hardt Kopf & Harr PC.

                             About PCD

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y.  The Debtor disclosed $247,952,684 in
assets and $284,985,134 in liabilities as of the Chapter 11
filing.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smart phones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.

PCD filed for bankruptcy with a deal to sell the operations to
Quality One Wireless LLC for $105 million, absent a higher bid at
auction.

Bankruptcy Judge Alan S. Trust oversees the case.  Attorneys at
Goodwin Procter, LLP and Togut, Segal & Segal, LLP serve as
counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC, is the
claims and notice agent.  BG Strategic Advisors, LLC, is the
financial advisor.  Richter Consulting, Inc., is the investment
banker.

The petitions were signed by Raymond F. Kunzmann as chief
financial officer.

Q1W is advised by Raymond James and Associates, Inc. and Munsch
Hardt Kopf & Harr, P.C.

A three-member official committee of unsecured creditors was
appointed in the Chapter 11 case.  The Committee retained FTI
Consulting, Inc., as financial advisor, and Perkins Coie LLP as
counsel.


PHYSIOTHERAPY ASSOCIATES: S&P Cuts & Then Withdraws 'D' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Physiotherapy Associates Inc. to 'D' from 'SD'
after the company commenced solicitation on a prepackaged Chapter
11 plan for reorganization.  S&P also lowered its rating on the
senior secured credit facility to 'D' from 'CC'.  S&P is
subsequently withdrawing the ratings at the company's request.


PLUG POWER: Hosts Conference Call to Discuss Business Updates
-------------------------------------------------------------
Plug Power Inc. hosted a conference call on Oct. 8, 2013, where
the Company's President and CEO, Andy Marsh, provided a business
update and answered questions.

Mr. Marsh discussed Plug Power's business strategy to grow the
business in the upcoming quarters.  This strategy includes the
Company's intent to:

   -- expand its position with GenDrive fuel cells for forklift
      trucks through negotiation of multiple site deals with the
      Company's targeted major customers;

   -- expand revenue opportunities with customers by offering
      turnkey solutions;

   -- expand into adjacent markets with customers by offering fuel
      cells for transport refrigeration units;

   -- consider expansion to the retail store segment of the
      material handling market with our retail customers by
      offering a full solution; and

   -- consider additional international expansion opportunities in
      coordination with respected global partners.

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

As of June 30, 2013, the Company had $36.38 million in total
assets, $26.96 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock and $6.96 million
in total stockholders' equity.

                        Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products.  Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in its
quarterly report for the period ended June 30, 2013.


PLUG POWER: Gets NASDAQ Listing Non-Compliance Notice
-----------------------------------------------------
Plug Power Inc. on Oct. 11 disclosed that, on October 8, 2013, the
Company received a Staff Determination letter from The NASDAQ
Stock Market indicating that the Company has not regained
compliance with NASDAQ Listing Rule 5550(a)(2) because the
Company's common stock did not maintain a minimum closing bid
price of $1.00 per share over a period of 10 consecutive business
days ending on or prior to October 7, 2013.  As a result, the
Company's common stock would be subject to delisting from The
NASDAQ Capital Market unless the Company requests a hearing before
a NASDAQ Listing Qualifications Panel.

Accordingly, the Company plans to timely request a hearing before
the Panel, which request will stay the delisting of the Company's
common stock pending the issuance of a decision by the Panel
following the hearing.  At the hearing, the Company will present
its plan for achieving compliance with the applicable NASDAQ
listing requirements.

There can be no assurance that the Panel will grant the Company's
request for continued listing on The NASDAQ Capital Market.  If
the Company is not granted the extension, Plug Power expects to be
given a window of time to execute a reverse stock split.  At the
June 28 Annual Meeting, shareholders provided the Board of
Directors the authority to execute a reverse stock split to remain
listed.  The Company is currently in compliance with all NASDAQ
listing requirements other than the Minimum Bid Price Rule.

                      About Plug Power Inc.

Plug Power Inc. -- http://www.plugpower.com/-- is a provider of
clean, reliable energy solutions.  The architects of modern fuel
cell technology, Plug Power is revolutionizing the industry with
cost-effective power solutions that increase productivity, lower
operating costs and reduce carbon footprints.  Long-standing
relationships with industry leaders forged the path for Plug
Power's key accounts, including Walmart, Sysco, P&G and Mercedes.
With more than 4,000 GenDrive units deployed to material handling
customers, accumulating over 12 million hours of runtime, Plug
Power manufactures tomorrow's incumbent power solutions today.


PLUG POWER: Receives NASDAQ Notice of Non-Compliance
----------------------------------------------------
Plug Power Inc. received a Staff Determination letter from The
NASDAQ Stock Market indicating that the Company has not regained
compliance with NASDAQ Listing Rule 5550(a)(2) because the
Company's common stock did not maintain a minimum closing bid
price of $1.00 per share over a period of 10 consecutive business
days ending on or prior to Oct. 7, 2013.  As a result, the
Company's common stock would be subject to delisting from The
NASDAQ Capital Market(R) unless the Company requests a hearing
before a NASDAQ Listing Qualifications Panel.

Accordingly, the Company plans to timely request a hearing before
the Panel, which request will stay the delisting of the Company's
common stock pending the issuance of a decision by the Panel
following the hearing.  At the hearing, the Company will present
its plan for achieving compliance with the applicable NASDAQ
listing requirements.

There can be no assurance that the Panel will grant the Company's
request for continued listing on The NASDAQ Capital Market.  If
the Company is not granted the extension, Plug Power expects to be
given a window of time to execute a reverse stock split.  At the
June 28 Annual Meeting, shareholders provided the Board of
Directors the authority to execute a reverse stock split to remain
listed.  The Company is currently in compliance with all NASDAQ
listing requirements other than the Minimum Bid Price Rule.

                         About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

As of June 30, 2013, the Company had $36.38 million in total
assets, $26.96 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock and $6.96 million
in total stockholders' equity.

                        Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products.  Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in its
quarterly report for the period ended June 30, 2013.



PULSE ELECTRONICS: Appoints M. Bond as Chief Financial Officer
--------------------------------------------------------------
Michael C. Bond has been appointed senior vice president and chief
financial officer replacing Drew A. Moyer, who resigned from Pulse
to move back to the East Coast in order to be closer to his
family.  Mr. Moyer's resignation is effective November 6, 2013.

"We will miss working with Drew but are happy that he will now be
closer to his family," said Pulse chairman and chief executive
officer Ralph Faison.  "The Board and I greatly appreciate Drew's
sacrifice of largely living away from home for the past three
years and wish him well as he rejoins his family and pursues the
next stage of his professional career."

Mr. Bond, age 56, was elected by the Board of Directors as Pulse's
senior vice president, chief financial officer, effective with Mr.
Moyer's departure.  Mr. Bond has served in various financial roles
with the company over the last two years, with his most recent
assignment being Vice President and Treasurer of Pulse.  Mr. Bond
is a seasoned financial executive with over 30 years of experience
and a proven record of success.  He spent the earlier part of his
career in public accounting, financial management, and corporate
development positions with Deloitte, several private equity firms,
AT&T, Lucent Technologies, and Avaya.

"I am pleased with the appointment of Mike as our next CFO," said
Mr. Faison.  "He has been a key contributor to Pulse over the past
two years and his extensive financial management experience will
serve Pulse well as we continue to improve our operations and
execute against our strategic objectives."

The company also announced the appointment of Dana M. Kinsch as
chief accounting officer, effective with Mr. Moyer's departure.
Ms. Kinsch, age 36, has been Pulse's corporate controller since
September 2011.  Prior to joining Pulse, she spent 12 years in
public accounting at PwC, where she was a senior manager,
including two years in the firm's national practice.

Pulse also confirmed that it expects its third quarter net sales
and non-GAAP operating profit to be consistent with the outlook
provided on Aug. 6, 2013.

Mr. Bond will receive an equity grant of 12,338 Restricted Stock
Units and 12,338 stock options at exercise price equal to the
closing price on the day of the grant.  The Restricted Stock Units
and stock options generally will vest in four equal installments
beginning on Oct. 11, 2014, or the date on which there is a Change
of Control of the Company, as defined under the Company's 2012
Omnibus Incentive Compensation Plan, as amended.  Mr. Bond's
annual base salary will be $250,000 and he will be eligible for a
targeted cash performance incentive opportunity equal to 50
percent of his annual base salary, which is the Company's standard
target for its executive officers other than the CEO, and is
otherwise consistent with the terms of such standard target
opportunities.

                        About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.

As of June 28, 2013, the Company had $179.30 million in total
assets, $219.24 million in total liabilities and a $39.94 million
total shareholders' deficit.


RESIDENTIAL CAPITAL: Collateral Clash Will Be Heart of Trial
------------------------------------------------------------
Law360 reported that a group of Residential Capital LLC junior
secured noteholders are gearing up for trial on Oct. 15 as they
look to lock in hundreds of millions of dollars they say the
bankrupt mortgage broker owes them after miscalculating collateral
during the early days of the bankruptcy.

According to the report, as they head to trial, the noteholders
claim they are entitled to substantial postpetition interest on
their debt on top of the recovery ResCap has set aside for them
under its proposed Chapter 11 plan.

                     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
         E-mail: 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: Metalmart Opposes Rejection of Supply Agreement
---------------------------------------------------------
Metalmart Inc. is opposing the rejection of its supply agreement
with RG Steel Wheeling LLC without the steel maker also rejecting
the promissory note, which they entered into in connection with
the agreement.

The promissory note requires Metalmart to pay for the services
provided by the steel maker's predecessor, Wheeling Pittsburgh
Steel Corp., under the supply agreement dated Feb. 26, 2007.

By their terms, the supply agreement and the promissory note
incorporate one another and the parties treated them together as
one single agreement, according to Metalmart's lawyer, R. Stephen
McNeill, Esq. at Potter Anderson & Corroon LLP, in Wilmington,
Delaware.

Mr. McNeill said RG Steel is attempting to reject a part of the
deal that it finds unfavorable while keeping in force other part
of the agreement that it finds favorable to the steel maker.

Mr. McNeill can be reached at:

     R. Stephen McNeill, Esq.
     Hercules Plaza, Sixth Floor
     1313 North Market Street
     P.O. Box 951
     Wilmington, Delaware 19899-0951
     Tel: (302) 984-6000
     Fax: (302) 658-1192
     Email: rmcneill@potteranderson.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.


RIDGECREST RDA: Moody's Withdraws Ba1 Rating on Successor's Bonds
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba1 rating on the
Successor Agency to Ridgecrest Redevelopment Agency's Series 2010
Tax Allocation Bonds for business reasons.

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


SAGEWOOD LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Sagewood, LLC
        1112 Ski Hill Rd
        Driggs, ID 83422

Case No.: 13-41282

Chapter 11 Petition Date: October 15, 2013

Court: United States Bankruptcy Court
       District of Idaho (Pocatello)

Judge: Hon. Jim D Pappas

Debtor's Counsel: Pro Se

Total Assets: not indicated

Total Debts: not indicated

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


SAN BERNARDINO, CA: Retirees Form Committee to Watch Over Case
--------------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that a handful of
retired San Bernardino, Calif., workers have formed a watchdog
committee to keep tabs on city leaders who are trying to make
progress in cutting $26 million in labor costs out of the city's
budget during bankruptcy.

                      About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SAVIENT PHARMACEUTICALS: Files for Chapter 11 Bankruptcy
--------------------------------------------------------
Savient Pharmaceuticals, Inc. on Oct. 14 disclosed that it has
elected to file voluntary petitions under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.

Savient also filed a motion seeking authorization to pursue a sale
process under Section 363 of the U.S. Bankruptcy Code.  To this
end, Savient has entered into an acquisition agreement with a
"stalking horse" bidder, Sloan Holdings C.V., a subsidiary of US
WorldMeds, LLC, which it has submitted to the Court on Oct. 14.
Under the proposed agreement, Sloan will acquire substantially all
of the assets of Savient, including all KRYSTEXXA(R) assets, for
approximately $55 million.  The sale agreement contemplates a
Court-supervised auction process, which is designed to achieve the
highest or best offer for the Company's assets.  The agreement
with Sloan sets the floor, or minimum acceptable bid, and is
subject to Bankruptcy Court approval and certain other conditions.

"The Board and management team have conducted a rigorous
assessment of all of our strategic options and believe that this
process represents the best possible solution for Savient, taking
into account our financial and operational issues and helping to
unlock the value of KRYSTEXXA," said Stephen O. Jaeger, Chairman
of the Board of Savient.  "We are committed to an outcome that
maximizes value and allows KRYSTEXXA to remain commercially
available in the U.S. to all of the patients who have come to rely
on this life-changing therapy.  Further, we are thankful to our
dedicated employees who will continue to work vigorously to
develop and provide KRYSTEXXA throughout this process."

The proposed bidding procedures, if approved by the Court, would
require interested parties to submit binding offers to acquire the
Company.  Such parties could include strategic and financial
bidders.  Assuming qualified bids are submitted, an auction would
then be held.  A final sale approval hearing is anticipated to
take place shortly after the auction with the anticipated closing
to occur by the end of 2013.

Savient has filed a series of customary motions with the
Bankruptcy Court seeking to ensure the continuation of normal
operations during this process.  Savient has negotiated with its
senior secured noteholders to ensure that it has sufficient
liquidity to conduct its business uninterrupted and continue to
meet its operational financial obligations, including, subject to
expected bankruptcy court approval, the timely payment of future
employee wages and salaries, as well as maintain benefits;
continued servicing of distributors and wholesalers to ensure
timely fulfillment of orders and shipments; and other obligations
to physicians and patients who depend on this important therapy.

Additional information about this process and proposed asset sale,
as well as court filings and other documents related to the
reorganization proceedings, is available through Savient's claims
agent, the Garden City Group, at http://www.gcginc.com/cases/svnt
or 866-297-1238.

Skadden, Arps, Slate, Meagher & Flom LLP and Cole, Schotz, Meisel,
Forman & Leonard P.A. are serving as the Company's legal advisors
and Lazard is serving as its financial advisor.

                       About KRYSTEXXA(R)

KRYSTEXXA(R) (pegloticase) is a PEGylated uric acid specific
enzyme for administration by intravenous infusion.  The active
substance pegloticase is a covalent conjugate of uricase produced
by a genetically modified strain of Escherichia coli and
monomethoxypoly (ethylene glycol).  KRYSTEXXA was approved in the
U.S. in September 2010.  KRYSTEXXA is indicated in the U.S. for
the treatment of chronic gout in adult patients refractory to
conventional therapy.  KRYSTEXXA is not recommended for the
treatment of asymptomatic hyperuricemia.  KRYSTEXXA was approved
by the EMA in January 2013 to treat severe, debilitating chronic
tophaceous gout.

               About Savient Pharmaceuticals, Inc.

Savient Pharmaceuticals, Inc. -- http://www.savient.com-- is a
specialty biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients who do not respond to conventional
therapy.  Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University,
which developed the recombinant uricase enzyme used in the
manufacture of KRYSTEXXA, and Mountain View Pharmaceuticals, Inc.,
which developed the PEGylation technology used in the manufacture
of KRYSTEXXA.  Each of MVP and Duke have been granted U.S. and
foreign patents disclosing and claiming the licensed technology.
Savient also owns or co-owns U.S. and foreign patents and patent
applications, which collectively form a broad portfolio of patents
covering the composition, manufacture and methods of use and
administration of KRYSTEXXA.  In the U.S., Savient also supplies
Oxandrin(R) (oxandrolone tablets, USP) CIII and co-promotes
Kineret(R) (anakinra) with Swedish Orphan Biovitrum AB (Sobi).


SAVIENT PHARMACEUTICALS: Gets Approval of Key First Day Motions
---------------------------------------------------------------
Savient Pharmaceuticals, Inc. on Oct. 16 announced the approval of
its "first day" motions by the U.S. Bankruptcy Court for the
District of Delaware that will allow the Company's operations to
continue uninterrupted through the Chapter 11 process.

The Court approval allows the Company to conduct its business
uninterrupted and continue to meet its operational financial
obligations throughout this process, including the timely payment
of future employee wages and salaries, as well as maintain
benefits as usual; continued servicing of distributors and
wholesalers to ensure timely fulfillment of orders and shipments;
and other obligations to physicians and patients who depend on the
life-changing KRYSTEXXA(R) therapy.

Savient filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware on October 14, 2013.  Savient also filed a motion seeking
authorization to pursue a sale process under Section 363 of the
U.S. Bankruptcy Code.  To this end, Savient has entered into an
acquisition agreement with a "stalking horse" bidder, Sloan
Holdings C.V., a subsidiary of US WorldMeds, LLC, under which
Sloan will acquire substantially all of the assets of Savient,
including all KRYSTEXXA(R) assets, for approximately $55 million.
The acquisition agreement contemplates a Court-supervised auction
process, which is designed to achieve the highest or best offer
for the Company's assets.

Additional information about this process and proposed asset sale,
as well as filings and other documents related to the
reorganization proceedings, is available through Savient's claims
agent, the Garden City Group, at
http://www.gcginc.com/cases/svntor 866-297-1238

Skadden, Arps, Slate, Meagher & Flom LLP and Cole, Schotz, Meisel,
Forman & Leonard P.A. are serving as the Company's legal advisors
and Lazard is serving as its financial advisor.

                       About KRYSTEXXA(R)

KRYSTEXXA(R) (pegloticase) is a PEGylated uric acid specific
enzyme for administration by intravenous infusion.  The active
substance pegloticase is a covalent conjugate of uricase produced
by a genetically modified strain of Escherichia coli and
monomethoxypoly (ethylene glycol).  KRYSTEXXA was approved in the
U.S. in September 2010. KRYSTEXXA is indicated in the U.S. for the
treatment of chronic gout in adult patients refractory to
conventional therapy.  KRYSTEXXA is not recommended for the
treatment of asymptomatic hyperuricemia.  KRYSTEXXA was approved
by the EMA in January 2013 to treat severe, debilitating chronic
tophaceous gout.

                   About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.


SCHOOL SPECIALTY: Moody's Cuts CFR to Caa1 & Loan Rating to Caa2
----------------------------------------------------------------
Moody's Investors Service downgraded School Specialty, Inc.'s
Corporate Family Rating (CFR) to Caa1 from B3, its Probability of
Default Rating to Caa1-PD from B3-PD and the rating on its senior
secured term loan to Caa2 from Caa1. The downgrades reflect the
company's high leverage, limited free cash flow, and Moody's view
that continued challenging market conditions for school suppliers
will make it difficult for the new management team to quickly
improve revenue and earnings from currently depressed levels. The
rating outlook is stable.

School Specialty's longer than anticipated stay in bankruptcy led
to additional cash consumption and debt, and resulted in certain
orders being delayed further into the peak summer selling season.
Moody's expects School Specialty's cost reduction and growth
initiatives to contribute to a modest earnings recovery by fiscal
year 2015. Moody's nevertheless anticipates that local school
district spending will continue to be constrained by the sluggish
economic recovery, slow rebound in key revenues, and difficult
budget conditions that include growing cash retirement benefit
obligations. This will make it difficult for School Specialty to
meaningfully improve cash flow, reduce the company's very high
leverage, and recover from the sharp revenue declines in recent
years.

School Specialty's interim Chief Executive Office has experience
with corporate turnarounds. He is expected to stay until a
permanent replacement is identified even if the search process
progresses slowly. Moody's believes cost initiatives are
achievable but that unsettled senior management composition (the
company is also searching for a new Chief Financial Officer)
creates uncertainty regarding the longer-term strategy and revenue
execution given the challenging operating environment.

Downgrades:

Issuer: School Specialty, Inc.

Corporate Family Rating, Downgraded to Caa1 from B3

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

Senior Secured Bank Credit Facility (Term Loan), Downgraded to
Caa2, LGD5 - 73% from Caa1, LGD4 - 63%

Outlook Actions:

Issuer: School Specialty, Inc.

Outlook is Stable

Ratings Rationale:

School Specialty's Caa1 CFR reflects the company's challenging
revenue environment, high leverage, significant seasonality, and
weak profitability due to its heavy reliance on budget-constrained
state and local government spending that Moody's expects will
remain under pressure over the next 12 to 18 months. School
Specialty's national distribution capabilities, relationships with
local school districts and broad array of products are positive
rating factors. Moody's anticipates that revenue will decline in
the fiscal year ended April 2014 but that a lift to furniture
sales from an uptick in new school construction and a Texas
science adoption will contribute to low single digit revenue
growth in FYE April 2015. This along with cost reduction actions
such as consolidating the distribution center network, exiting
commercial printing plant operations and aligning supplies and
furniture distribution operations (management estimates in its
most recent earnings release that it will generate in excess of
$10 million of annualized savings from these initiatives) should
lower debt-to-EBITDA (7.4x LTM 7/31/13 incorporating Moody's
standard adjustments) to a high 5x range. This leverage level and
free cash flow that is likely to be break even or only modestly
positive over the next two years creates high credit risk given
the company's operating profile and potential for additional
revenue pressure thereafter. Moody's also believes tight school
budgets and the presence of larger, more diversified and
financially stable competitors in segments such as office supplies
and curriculum development create pricing pressure and will make
it difficult to meaningfully grow revenue even if there is greater
market place stability in the FYE April 2015.

Moody's believes School Specialty's $175 million asset-based
revolver will provide adequate resources to fund operating needs,
the company highly seasonal cash flow, and the 1% required annual
term loan amortization. School Specialty continues to make
progress restoring its vendor base to more normalized trade terms
following the bankruptcy emergence in June. Moody's believes the
significant haircut and delayed cash recovery (until December
2019) for pre-petition trade creditors as part of the bankruptcy
reorganization will create ongoing caution among the vendor base.
Maintaining compliance with the term loan financial maintenance
covenants that meaningfully tighten over the next two years could
become challenging absent sizable earnings improvement. The 1.0x
minimum fixed charge revolver covenant applies only if
availability is less than $17.5 million. Moody's expects
availability to remain above this level, although the cushion will
be modest during the seasonal low period in early 2014.

The stable rating outlook reflects Moody's expectation that School
Specialty's operating performance and leverage position will
improve modestly by the end of fiscal 2015, and that the company
will maintain an adequate liquidity position. Moody's assumes that
the US economy will continue to gradually improve and that
resolution of the federal budget standoff will not materially and
negatively affect local school districts.

School Specialty will need to generate consistent and profitable
revenue growth, produce comfortably positive free cash flow, and
reduce debt-to-EBITDA below 5.0x to be upgraded. The company will
also need to achieve an improving liquidity position including
sufficient funding for its seasonal cash needs and growth
initiatives, as well as ample headroom under financial maintenance
covenants.

School Specialty could be downgraded if a deterioration in school
spending, loss of a key contract or customer, or difficulties
implementing its turnaround plan result in further revenue and
profitability erosion, or an inability to generate positive cash
flow. The ratings could also be downgraded if liquidity weakens.


SEMGROUP LP: Investors Tell 2nd Circ. Not to Revive Barclays Suit
-----------------------------------------------------------------
Law360 reported that investors urged the Second Circuit on Oct. 10
not to revive a $143 million suit brought by SemGroup LP creditors
against Barclays Bank PLC over an allegedly unfair fee it
collected following SemGroup's bankruptcy, warning that its
litigation trustee was trying to circumvent ?safe harbors? rules.

According to the report, in an amicus curiae brief, the investors
said Bettina Whyte, who challenges the fee Barclay collected when
it took over the company's commodities trading positions, was
trying to make an ?end run? around laws limiting a bankruptcy
trustee's avoidance powers.

The appellate case is Whyte v. Barclays Bank PLC, Case No. 13-2653
(2d. Cir.).

                       About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SH 130: Moody's Cuts Rating on $686MM Sr. Bank Facility to 'Caa3'
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the SH 130
Concession Company, LLC ("the Project") to Caa3 from B1, including
the Senior Bank Facility with $686 million outstanding and the
subordinate Transportation Infrastructure Finance and Innovation
Act (TIFIA) loan with $493 million outstanding. The rating outlook
is negative.

SH130 Concession Company LLC is a limited liability company owned
by Cintra TX 56, LLC (65% ownership) and Zachry Toll Road 56, LP
(35% ownership). The Project has a concession granted by the Texas
Department of Transportation (TxDOT) for the southern-most tolled
sections of SH 130, comprising 41 miles of a 90 mile bypass around
the city of Austin, TX.

Ratings Rationale:

The downgrade to Caa3 from B1 reflects the increased prospects for
a payment default owing to rapid deterioration in the Project's
liquidity in 2013 due to substantially weaker than forecasted
traffic and revenue performance since the April 2013 downgrade to
B1. The continued subpar performance has resulted in the near full
use of the $35 million liquidity facility to fund the June 2013
debt service payment. Moody's revised forecasts now indicate that
nearly all of the $30 million of available contingent equity will
be used to fund the December 2013 debt service payment and a part
of the June 2014 debt service payment. Absent a marked increase in
traffic and revenue over the next eight months or significant
remediation support from the sponsors, Moody's expects that the
Project will have insufficient cash to meet is debt service
payments due in June 2014. A payment default would have uncertain
near-term ramifications for the Project given the multiple bank
swap counterparties could terminate their swap agreements and
demand a termination payment (swaps are currently about $107
million out of the money). An ongoing payment default may could
lead to events that eventually allow TXDOT to terminate the
concession agreement, which could limit the lenders' ability to
take possession of the collateral. A concession termination would
significantly increase the potential loss given default; however,
the lenders could exercise their rights to remediate the default
to prevent a concession termination. The rating on the TIFIA loan
is parity with the senior bank loan, given the springing lien on
the TIFIA facility, which makes TIFIA pari passu with senior debt
if there is a bankruptcy related event of the company. The Caa3
rating further incorporates Moody's current expectation of a
moderate level of impairment, given a serious near-term shortfall
in cash available for debt service, balanced against the 20-year
concession tail after the current senior debt amortizes and the
flexible repayment terms of the subordinate TIFIA loan.

Outlook:

The negative outlook reflects Moody's view that traffic and
revenue will continue to grow at a slow to moderate, yet
inadequate pace in order to meet the current debt service profile.
The outlook also reflects the uncertainty regarding additional
sponsor support and the ultimate lender recovery rate in a post
payment default environment.

What Could Change the Rating Up:

A rating upgrade is unlikely at this time. The rating could
recover if over a long and sustained period, the toll road is
providing sufficient cash flow to pay debt service on a current
and forward-looking basis.

What Could Change the Rating Down:

The rating on the Project would be further pressured if Moody's
determines the loss given default will be higher than currently
expected.

Recent Developments:

In April 2013 Moody's downgraded the ratings to B1 to reflect the
weak traffic and revenue performance during the initial ramp up
phase of the new toll road that began operating in November 2012.
Since then, the additional 6 months of traffic and revenue show
monthly growth, but not at rates necessary to generate sufficient
revenue to meet operating and debt obligations through the June
30, 2014 debt service payment. Moody's forecasts in April 2013
have not been realized and new forecasts based on 10 months of
real data indicate a slow growth profile rather than a steep ramp
up as would have been expected for new toll roads in their first
years of operations.

TXDOT has shown support for the toll road by subsidizing a one-
year heavy truck toll discount and funding new signage in key
areas north and south of the route to build awareness of the new
35 alternative and its current discount for large trucks. The
company has also embarked on an aggressive marketing campaign that
extends to NAFTA truckers in Laredo. These combined efforts have
resulted in traffic and revenue growth, but the growth rates
remain well below those required to generate sufficient revenues
to meet all near term obligations.

The Project was structured from the beginning to use reserves
during the ramp up phase, but these are expected to be depleted by
June 2014. The Project has fully drawn its $35 million liquidity
facility and will use the majority of the $30 million of available
sponsor contingent equity to fund the December 2013 debt service
payment, comprised of senior lien interest and swap payments only
as the subordinate TIFIA loan's interest payments begin in 2017.
Even under optimistic scenarios, Moody's forecasts a shortfall in
available funds to pay the June 30, 2014 debt service payments.
All available liquidity facilities, contingent equity, and excess
revenues on hand will be fully utilized when the June 30, 2014
payment is due. Thus, absent a sponsor injection of equity, a debt
restructuring, or some other method of generating significantly
more revenues, there is a high likelihood of a payment default in
June 2014.

It remains uncertain if the sponsors will provide additional
equity support for the Project. A new traffic and revenue study
will be completed by February 2014, as required by TIFIA. The
fully drawn $35 million liquidity facility reportedly has a 30
year repayment term. The counterparties are unable to terminate
the swaps unless a payment default occurs. Thus, given the higher
likelihood of a payment default, any of the multiple swap
counterparties could decide to terminate the swaps and ask for a
termination payment, which the Project cannot afford at this time.
This ability to terminate also heightens the Project's default
risk.

Moody's notes that the Project has a favorable location and
provides congestion relief to the highly utilized I-35 NAFTA
corridor. However, the rate of traffic and revenue growth is not
enough to meet the debt obligations that continue to grow when
TIFIA interest payments begin in 2017. As a result, a debt
restructuring of some kind or sponsor equity support are the only
feasible options, besides allowing a payment default to occur. The
senior lenders and TIFIA could also wait until revenues are
sufficient to meet required debt service payments. Given the 20
year tail on the concession agreement after senior debt is paid,
Moody's believes any loss given default will be low to moderate
over the long-term. Even assuming generous annual revenue growth
rates, Moody's discounted cash flow analysis indicates the Project
may be unable to fully support the current debt quantum in the
long-term, resulting in a higher than previously forecasted loss
given default that is commensurate with the current rating
category.

Background:

The road opened to traffic in October 2012, which was one month
ahead of the start of operations per the facility agreement, but
approximately four months behind the originally anticipated date.
The road began charging tolls in November. The history of traffic
and revenue is limited to that of the 10 months since it has been
in operation, from November 2012 to August 2013.

The Project's financing was structured, from the beginning, to
contemplate the use of a $35 million liquidity facility that was
put in place in order to support debt service payments in the
first 18 to 24 months of operations. The structure also includes a
sponsor commitment for contingent equity in an amount of $30
million. Given the relatively modest delay in the start of
operations and primarily due to the lower than anticipated revenue
generation, the liquidity facility was used to augment operating
cash flows for the debt service payments in December 2012 and June
2013 and the contingent equity will be used for the December 2013
and part of the June 2014 debt service payments.

A debt service reserve fund is also part of the security package,
but it is not required to be funded until 2016. The fact that the
debt service reserve is not yet funded is a further weakness. Even
if traffic and revenue grow sufficiently strongly to deliver 1.00
times coverage by 2017 when TIFIA interest payments start
(increasing total debt service to approximately $78 million per
annum), the absence of a cash reserve means the company will
likely have no safety margin and will be at an elevated risk of
default and low near term recovery over the next few years.

Moody's notes ongoing initiatives both by the company and TxDOT to
stimulate usage of the road, and still awaits an updated long term
financial plan from the company outlining the plan to meet debt
service obligations. The current debt service profile is too
burdensome for the Project in its current ramp-up phase and
provides little breathing room, especially given traffic has not
materialized as expected.

The ratings on SH 130 Concession Company LLC incorporate the
relatively strong fundamentals of the Project, including the
strong, diverse, and growing economy in the Austin to San Antonio
corridor, and the generally supportive concession terms.


SINO-FOREST: Nov. 18 Hearing on US Recognition of E&Y Settlement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will hold a hearing Nov. 18, 2013, on the motion to recognize and
enforce an order by the Ontario Superior Court approving a
settlement of a class action lawsuit solely against Ernst & Young
LLP and Ernst & Young Global Limited for C$117 million and other
consideration.

The class consists of persons and entities who, from March 19,
2007, through August 26, 2011, purchased the common stock of Sino-
Forest Corporation on the United States Over-the-Counter market
and who were damaged thereby; or debt securities issued by Sino-
Forest other than in Canada and who were damaged thereby; and who
have, had, could have had or may have a claim against E&Y or any
of its member firms and any person or entitiy affiliated or
connected thereto in connection with the purchase or sale of Sino-
Forest securities.

These defendants are excluded from the US E&Y Settlement Class:
the officiers and directors of Sino-Forest, members of the
immediate families of those persons, and the legal
representatives.

The Settlement Class excludes investors who purchased Sino-Forest
securities on the Toronto Stock Exchange or in Canada.

The hearing will be held 11:00 a.m. on Nov. 18 before Judge Martin
Glenn.  Objections or responses to the Motion must be filed with
the U.S. Bankruptcy Court by due Nov. 7.  Objections also may be
sent to:

US Counsel for Ernst & Young:

     Ken Coleman, Esq.
     Jonathan Cho, Esq.
     ALLEN & OVERY LLP
     1221 Avenue of the Americas
     New York, NY 10020

Bankruptcy Counsel for the Class Action Plaintiffs:

     Michael S. Etkin, Esq.
     Tatiana Ingman, Esq.
     LOWENSTEIN SANDLER LLP
     1251 Avenue of the Americas
     New Yor, NY 10020
     E-mail: tingman@lowenstein.com

Additional information on the Motion and E&Y Settlement may be
obtained upon request at:

     Richard A Speirs, Esq.
     COHEN MILSTEIN SELLERS & TOLL PLLC
     88 Pine Street
     New York, NY 10005
     Tel: 212-838-7797
     E-mail: rspeirs@cohenmilstein.com

                     About Sino-Forest Corp.

Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China.  Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products.  Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.

Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.

Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.

FTI Consulting commenced a Chapter 15 case for Sino-Forest in New
York (Bankr. S.D.N.Y. Case No. 13-10361) to give force and effect
of Sino-Forest's plan of compromise and reorganization that has
been sanctioned by creditors and an Ontario court.  The Chapter 15
petition claimed assets and debt both exceed $1 billion.  Jeremy
C. Hollembeak, Esq., at Milbank, Tweed, Hadley & McCloy, LLP,
serves as counsel in the U.S. case.


SOUTH FLORIDA SOD: Plan Hinges on McCall Ranch Sale to Pay Claims
-----------------------------------------------------------------
South Florida Sod, Inc. submitted to the U.S. Bankruptcy Court for
the Middle District of Florida a Plan of Reorganization and
accompanying Disclosure Statement on Oct. 7, 2013.

The Plan contemplates that the Debtor will sell at auction the
McCall Ranch Property and continue to operate the business in the
ordinary course.  The auction is to take place before Plan
confirmation so that the Debtor will have sufficient funds to pay
most, if not all, of its creditors.

The Plan designates 3 Unimpaired Claims -- Class 1 Allowed Other
Secured Claims, Class II Allowed Non-Tax Priority Claims, and
Class III Allowed Secured Claim of Ford Motor Credit Company, LLC.

It also designates 15 Impaired Claims:

* Class IV Allowed Secured Claim of Ascot Capital LLC-3.
* Class V Allowed Secured Claim of ATCFII Florida-A LLC
* Class VI Allowed Secured Claim of TLGFY, LLC
* Class VII Allowed Secured Claim of Chippewa Co. Tax Collector
* Class VIII Allowed Sec. Claim of Highlands County Tax Collector
* Class IX Allowed Secured Claim of Garfield County Treasurer
* Class X Allowed Secured Claim of George D. Warthern Bank
* Class XI Allowed Secured Claim of Great Oak Pool 1, LLC
* Class XII Allowed Secured Claim of Orange Hammock Ranch, LLC
* Class XIII Allowed Sec. Claim of Wauchula State Bank for Lake
   Rosalie and Farm 2
* Class XIV Allowed Sec. Claim of Wauchula State Bank for Farm 1
* Class XV Sec. Postpetition Admin. Claim of Wauchula State Bank
* Class XVI Allowed Unsecured Claims of Affiliates
* Class XVII Allowed Unsecured Claims
* Class XVIII Allowed Interest

Most of the Allowed Claims for Classes IV to XV will be paid from
the proceeds of the sale of the McCall Ranch or from proceeds of
the sale of assets they have a lien on.

Class XVI Claims will receive nothing, while Class XVII Claims
will also be paid from proceeds of the sale of the McCall Ranch.

Class XVIII Interests of Wiley T. McCall will be retained under
the Plan.

Copies of the Plan and Disclosure Statement are available for free
at: http://bankrupt.com/misc/SOUTHFLORIDASOD_PlanDSOct7.pdf

                      About South Florida Sod

South Florida Sod Inc., a sod farmer, owns multiple parcels of
rural real estate in Florida, Georgia, Michigan and Montana.  The
Debtor uses these parcels in its sod, hay, cattle, timber,
stumping and hunting operations.

The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case
No. 13-08466) on July 9, 2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of
$20 million or more.  Secured debt totals $23.5 million, not
including a $1.6 million judgment.

Latham Shuker Eden & Beaudine, LLP, originally represented the
Debtor as counsel.  Latham Shuker was later replaced by Frank M.
Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A.  Jonathan
Stidham, Esq., at Stidham & Stidham, P.A., serves as special
counsel to the Debtor.

South Florida Sod also tapped Daniel Dempsey as its financial
advisor.  Wallace T. Long, Jr., CPA and Lynch, Johnson & Long,
CPA, serve as accountants.

Orange Hammock Ranch, LLC, principal secured creditor, is
represented by Brian A. McDowell, Esq., at Holland & Knight LLP.

An Oct. 19 auction has been scheduled for the sale of South
Florida Sod's assets.  Barfield Auctions Inc. will be overseeing
the auction.


SPEEDEMISSIONS INC: Porter Keadle Replaces HA&W as Accountants
--------------------------------------------------------------
Habif, Arogeti & Wynne, LLP, resigned as the independent
registered public accounting firm for Speedemissions, Inc.

The reports of HA&W on the Company's financial statements as of
and for the fiscal years ended Dec. 31, 2012, and 2011 contained
no adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principle, except the reports did include statements raising
substantial doubt about the Company's ability to continue as a
going concern.

During the fiscal years ended Dec. 31, 2012, and 2011 and through
Sept. 30, 2013, there were no disagreements between the Company
and HA&W on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of HA&W,
would have caused it to make reference thereto in its reports on
the financial statements for those years.

On Oct. 8, 2013, the Audit Committee of the Company's Board of
Directors unanimously voted to engage Porter Keadle Moore, LLC,
as its new independent registered public accounting firm,
effective immediately.

During the fiscal years ended Dec. 31, 2012, and 2011 and through
Oct. 8, 2013, the Company did not consult with PKM regarding any
of the following:

   (1) the application of accounting principles to a specified
       transaction, either completed or proposed;

   (2) the type of audit opinion that might be rendered on the
       Company's financial statements; or

   (3) any matter that was either the subject of a disagreement,
       as that term is defined in Item 304(a)(1)(iv) of Regulation
       S-K and the related instructions to Item 304 of Regulation
       S-K, or a reportable event, as that term is defined in Item
       304(a)(1)(v) of Regulation S-K.

                        About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

The Company reported a net loss of $281,723 for the nine months
ended Sept. 30, 2012.  The Company reported a net loss of
$1.6 million in 2011, compared with a net loss of $2.2 million in
2010.

As of June 30, 2013, the Company had $2.50 million in total
assets, $2.08 million in total liabilities, $4.57 million in
series A convertible, redeemable preferred stock, and a $4.15
million total shareholders' deficit.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Georgia, expressed substantial doubt about
Speedemissions' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a capital deficiency.


SPRINGLEAF FINANCE: Moody's Lowers CFR & Sr. Unsec. Ratings to B3
-----------------------------------------------------------------
Moody's Investors Service upgraded Springleaf Finance
Corporation's corporate family and senior unsecured ratings to B3
from Caa1 and assigned a stable outlook.

Ratings Rationale:

Moody's upgrade of Springleaf's corporate family and senior
unsecured ratings to B3 reflects the company's progress in
strengthening liquidity, improving operating performance, and
reducing leverage.

Springleaf strengthened liquidity primarily by pre-paying and
refinancing concentrated 2017 debt maturities and by establishing
secured funding facilities to support loan origination in the
firm's core personal lending business. Through September,
Springleaf repaid or refinanced $5.5 billion of debt maturing in
2017 using proceeds from personal loan and residential mortgage
securitizations and issuances of senior unsecured notes.
Springleaf's new conduit facilities provide multi-year capacity
for origination of personal loans.

Springleaf showed improved operating performance in 2013,
recording its first quarterly profit in the last three years for
the 3-months ended June 30, 2013. The firm has expanded net
interest margin by growing higher yielding personal loans as lower
yielding real estate loans run off. Margins have also been helped
by the firm's liability management actions, which have reduced
debt levels and cost of funds, providing the basis for sustained
improvements in profitability in future periods.

Debt repayment and lower scale have also allowed Springleaf to
reduce leverage, though the firm's capital cushion is weaker than
certain consumer finance peers operating in nonprime and subprime
markets on the basis of both tangible common equity as a
percentage of tangible managed assets and debt as a multiple of
EBITDA. Moody's expects that the firm will continue to take steps
to better align capital levels with the risk profile of its
personal loan portfolios. Springleaf's ultimate parent recently
filed its intention to raise capital through an initial public
offering of common shares.

Low profitability and high leverage are rating constraints for
Springleaf at the B3 rating level. A longer-term credit concern is
high anticipated earnings volatility, given the non-prime and sub-
prime characteristics of Springleaf's consumer loan portfolio. The
firm's growing reliance on secured funding and uncertain access to
the debt capital markets are continuing constraints on its
liquidity profile.

The stable outlook reflects Moody's expectation that management
will continue to implement operating and funding plans that
solidify recent improvement trends.

Springleaf's long-term ratings could be upgraded if the company
further strengthens market access and establishes a track record
over the next several quarters of improving profitability and
decreasing leverage. Ratings could be downgraded if Springleaf's
market access and liquidity deteriorate or if its prospects for
improved performance materially weaken.

A summary of action follows:

Springleaf Finance Corporation:

Corporate Family: upgraded to B3 from Caa1

Senior Unsecured: upgraded to B3 from Caa1

Commercial Paper: affirmed at Not Prime

Rating outlook: revised to stable from positive

Springleaf Financial Funding Company:

Backed Senior Secured Bank Loan: upgraded to B2 from B3

Rating outlook: revised to stable from positive

AGFC Capital Trust I:

Preferred Stock: upgraded to Caa2(hyb) from Caa3(hyb)

Rating outlook: revised to stable from positive

Springleaf Finance Corporation, headquartered in Evansville,
Indiana, provides consumer finance and credit insurance products
to consumers through a multi-state branch network.


STOCKTON, CA: Moody's Lowers 2007 Pension Bonds Rating to 'Ca'
--------------------------------------------------------------
Moody's Investors Service has downgraded to Ca, from Caa3, the
City of Stockton's (CA) series 2007 pension obligation bonds and
changed the outlook to negative from developing. We have also
changed the rating outlook for the city's 2006 lease revenue bonds
to developing from negative. The rating on the 2006 lease revenue
bonds is affirmed at Caa3.

Ratings Rationale:

Moody's rating actions on the city's 2006 lease revenue bonds and
2007 pension obligation bonds reflect the proposed treatment of
these bonds' creditors as outlined in the city's plan of
adjustment adopted on October 3, 2013. Under Chapter 9 of the
bankruptcy code, a municipality must issue and have confirmed a
plan of adjustment before it can emerge from bankruptcy. Thus, the
city's plan serves as the its blueprint for reorganizing its debt
and other aspects of its operations. In Stockton's case, the
success of the plan is contingent upon voters passing a 3/4 cent
sales tax and the plan's confirmation by the court. Among its
proposals, the plan calls for the series 2006 lease revenue bonds
to be paid in full, without interruption in debt service. For the
series 2007 pension obligation bonds, the city is proposing
significant losses to bondholders. Moody's now estimates these
losses to be in a range of 50%-65% of principal from the date the
city first defaulted on the series 2007 bonds. While better than
the city's initial proposal of losses of around 80%, the projected
losses are somewhat greater than had been implied at the former
Caa3 rating level.

For the series 2007 pension obligation bonds, the Ca rating
assumes losses will be between 50% and 65%, although these losses
will accrue to Assured Guaranty Municipal Corp ("Assured", A2
stable) rather than to bondholders. Under the plan, beginning in
June, 2014 Assured will receive annual payments from the city from
various sources. The city has deemed these payments "non-
contingent." Assured may receive additional, "contingent" payments
tied to the performance of the city's future revenues, which would
increase bondholder recovery.

The negative outlook on the series 2007 bonds reflects the high
likelihood that losses could exceed our estimates, especially if
the court or all of the city's creditors do not approve the plan.

For the series 2006 lease revenue bonds, although the plan calls
for continued payment of debt service, we have changed the outlook
to developing to reflect the possible opposite outcomes for
National Public Finance Guarantee Corporation ("NPFG" and Baa1
positive), the insurer of the bonds. If the plan is confirmed this
would represent a credit-positive event, in that bondholders would
receive full and uninterrupted repayment of the promised debt
service. If the plan is not confirmed, either because not all
creditors have approved it or it fails the "fair and equitable,"
or "cram down," test, assuming the city is able to secure passage
of its sales-tax increase, the city may be forced to modify its
proposal, possibly resulting in the restructuring of the series
2006 bonds and, therefore, principal losses.

What Could Change the Ratings Up:

-- For the pension obligation bonds, a lower level of losses than
    that we are assuming.

-- For the lease-backed bonds, confirmation of the plan and
    return to structural balance in the city's financial position.

What Could Change the Ratings Down:

-- For the pension obligation and lease revenue bonds, a failure
    of the plan to be confirmed, resulting in lower rates of
    recovery than currently anticipated.


SUNRIDGE DEVELOPMENTS: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------------
Debtor: Sunridge Developments II LLC
        2099 Fortune Drive
        San Jose, CA 95131

Case No.: 13-55446

Chapter 11 Petition Date: October 15, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Hon. Judge Arthur S. Weissbrodt

Debtor's Counsel: Scott Jordan, Esq.
                  DANVILLE LAW GROUP
                  319 Diablo Rd. #202
                  Danville, CA 94526
                  Tel: (925) 362-1725
                  Email: sjordan@sjordanlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joe Wu, managing member.

The Debtor listed Fresno County Auditor Controller as its largest
unsecured creditor holding $203,000 claim.


SUNTECH POWER: Bondholders Seek to Force Co. Into U.S. Bankruptcy
-----------------------------------------------------------------
Wayne Ma, writing for Daily Bankruptcy Review, reported that the
main business of Suntech Power Holdings Co. has already been
involved in bankruptcy proceedings in China. Now some U.S.
bondholders are seeking to force what was once the world?s largest
supplier of solar panels into involuntary bankruptcy in the U.S.

According to the report, the U.S. bondholders on Oct. 14 filed a
petition in a New York court to force U.S.-traded Suntech into
involuntary bankruptcy. Suntech, based in the eastern Chinese city
of Wuxi, has racked up more than $2.3 billion in mostly Chinese
debt and has posted losses amid a plunge in solar-panel prices and
trade sanctions by the U.S. The company in March defaulted on more
than $500 million in convertible notes, which put its main Chinese
subsidiary into bankruptcy proceedings in China.

The bondholders that filed the Oct. 14 petition hold $580,000 in
Suntech bonds -- a fraction of the $541 million in notes issued by
the company in 2008, the report related, citing court documents.
The petition, led by distressed-debt hedge fund Trondheim Capital
LLC, is seeking to place Suntech into Chapter 7, a bankruptcy
protection used by most companies to liquidate after shutting
down, court documents show. Under U.S. bankruptcy law, only three
creditors with total claims of at least $15,325 are required to
file a petition to force a company into bankruptcy.

Suntech has three weeks to respond to the petition, the court
documents show, the report further related.

Neither Suntech nor Trondheim immediately replied to requests for
comment, the report pointed out.


SUNTECH POWER: Reports Developments on Unit's Restructuring
-----------------------------------------------------------
Suntech Power Holdings Co., Ltd., received from the Court
appointed administrator of Wuxi Suntech Power Co., Ltd., Suntech
Holdco's principal operating subsidiary in China, the following
press release related to developments in the restructuring of Wuxi
Suntech.  Representatives of Suntech Holdco are engaging with the
Wuxi administrator with respect to this development and how it
relates to Suntech Holdco.

   "After two months of extensive search, a candidate with the
    intention to invest in Wuxi Suntech Power Co., Ltd. has
    finally surfaced.

    On the evening of October 8th, 2013, the Appraisal Committee
    of the restructuring Wuxi Administrator delivered the
    composite score of the restructuring plans proposed by the
    final participants in the competitive bidding process: Wuxi
    Guolian Group and Jiangsu Shunfeng Photovoltaic Technology
    Co., Ltd. Jiangsu Shunfeng Photovoltaic Technology Co., Ltd
    has been provisionally selected as the candidate for the
    strategic investor.

    On the morning of October 9th, the Wuxi Administrator held a
    creditors' committee meeting of Wuxi Suntech and reported on
    the situation of the solicitation of a new investor.

    After the provisional selection of the strategic investor, the
    Wuxi Administrator will actively communicate with creditors of
    Wuxi Suntech, pay close attention to the drafting of a
    reorganization plan and accelerate the restructuring process.
    The strategic investor will be officially selected during the
    second creditor's meeting after the approval of the draft
    restructuring plan."

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power Holdings
Co., Ltd., has received from the trustee of its 3 percent
Convertible Notes a notice of default and acceleration relating to
Suntech's non-payment of the principal amount of US$541 million
that was due to holders of the Notes on March 15, 2013.  That
event of default has also triggered cross-defaults under Suntech's
other outstanding debt, including its loans from International
Finance Corporation and Chinese domestic lenders.


SUNY DOWNSTATE: Closure of Long Island College Hospital Barred
--------------------------------------------------------------
Barbara Benson, writing for Crain's New York Business, reports
that Brooklyn Supreme Court Justice Johnny Lee Baynes issued two
orders on Tuesday as part of the latest round of legal wrangling
involving Long Island College Hospital.  One rules that the
state's law on hospital closures violated the state constitution.
The other prevents SUNY Downstate Medical Center from acting on
the closure plan it previously submitted to state health
officials.

The report notes that the Brooklyn hospital has been the center of
a legal tug of war between the state Department of Health and SUNY
Downstate, which wants to shutter the Cobble Hill institution, and
the labor unions, doctors and politicians that want to keep it
open.  SUNY Downstate, LICH's owner, wants to shed or close the
hospital, but for months the courts have prevented any closure
steps by the health department or SUNY.

"The regulations under which hospitals close in New York State
have been declared unconstitutional. That's big," said Arnold &
Porter partner Jeffrey Ruggiero, who represents the Concerned
Physicians of LICH, one of the groups that sued to keep the
hospital open, according to Crain's.

According to Crain's, a SUNY spokesman said keeping LICH open
costs at least $15 million a month.  "This unsustainable situation
jeopardizes our academic mission, patient services at University
Hospital, and diverts resources that should be supporting students
across New York State."


TEE INVESTMENT: Ch.11 Trustee Appointed to Replace Management
-------------------------------------------------------------
The U.S. Bankruptcy Court has granted, in part, and continued, in
part, a motion filed by secured lender, WBCMT 2006-C27 Plumas
Street, LLC, to convert the chapter 11 case of Tee Investment
Company, Limited Partnership to Chapter 7 and renewal of motion to
lift stay.

The Secured Creditor's request for conversion pursuant to
11 U.S.C. 1112(b) has been considered and the Court has determined
that appointment for a chapter 11 Trustee is in the best interests
of the estate and creditors.

Nicholas Strozza, Assistant U.S. Trustee, appointed Christina W.
Lovato as chapter 11 trustee.  The U.S. Trustee attests that the
chapter 11 trustee is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The chapter 11 Trustee has 30 days from his/her appointment to
file a response to the Secured Creditor's request in the Motion
that the automatic stay be lifted.

The Motion to lift the automatic stay is continued to November 13,
2013 at 10:00 a.m. (PDT) for status.

Counsel for the Secured Creditor is allowed to appear
telephonically at the hearing on November 13, 2013.

Attorneys for the acting U.S. Trustee can be reached at:

         Nicholas Strozza, Esq.
         William B. Cossitt, Esq.
         300 Booth Street, #3009
         Reno, NV 89509
         Tel: (775) 784-5335

                        About Tee Investment

Reno, Nevada-based Tee Investment Company, Limited Partnership,
dba Lakeridge Apartments, owns the property known as the Lakeridge
East Apartments, 6155 Plums Street, Reno, Nevada.  The Debtor
filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case
No. 11-50615) on March 1, 2011.  The Debtor estimated its assets
and debts at $10 million to $50 million.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.

Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev.
10-53612), West Shore Resort Properties III, LLC (Bankr. D. Nev.
10-51101), and West Shore Resort Properties, LLC, and (Bankr. D.
Nev. 10-50506) filed separate Chapter 11 petitions.

Attorneys at Armstrong Teasdale represents Terrence S. Daly, the
court-appointed receiver for Tee Investment Company, Limited
Partnership, as counsel.

The First Amendment to the Debtor's First Amended Plan of
Reorganization provides that the amount of the WBCMT Secured Claim
will be the lesser of the value of the Property determined as of
the Confirmation Date (the "Value as of Confirmation Date") or the
WBCMT Note Balance, less all post-petition pre-confirmation
payments made to WBCMT.  All existing membership interests are
canceled.  Upon plan confirmation 100% of the membership interest
in the Reorganized Debtor will be issued to Blackwood Canyon, LLC


TELE COLUMBUS: Investos Cinven, CVC in Talks to Buy Cable Company
-----------------------------------------------------------------
Eyk Henning and Archibald Preuschat, writing for The Wall Street
Journal, reported that private-equity firms Cinven Group Ltd. and
CVC Capital Partners Ltd. are among several financial investors in
talks to buy closely held German cable company Tele Columbus GmbH,
according to people familiar with the matter -- signaling fresh
interest among potential investors in further consolidating
Germany's smaller cable players.

According to several people familiar with the matter, these buyers
are considering fusing highly indebted Tele Columbus with Primacom
GmbH, a smaller, closely held rival, the report related.  The
thinking behind such a deal, according to these people, is that a
combination could create an attractive target for bigger mobile-
only operators looking for ways to beef up their presence in
Europe's largest economy.

Tele Columbus Chief Executive Ronny Verhelst said the company is
in "well advanced talks with several potential acquirers," and
that it hopes to conclude a sale by year-end, the report said.  He
declined to comment on names of suitors.

Tele Columbus, with a subscriber base of around 2 million German
households, could be valued at about EUR600 million ($813
million), according to people familiar with the matter, the report
further related.  An attempt to sell Tele Columbus for slightly
above EUR600 million to its largest rival, Kabel Deutschland AG,
failed earlier this year because of antitrust concerns.

While representing a relatively small potential deal in terms of
size, the discussions underscore a broader interest in
consolidation in Germany's still-fragmented cable market, the
report added.  Deal-makers have been thinking more creatively
about potential consolidation among Germany's smaller cable
operators after Vodafone PLC's EUR7.5 billion takeover of Kabel
Deutschland, which will help Vodafone shore up its position in
Europe's largest economy. The German cable market is dominated by
Kabel Deutschland, with its 15.3 million connected households, and
Liberty Global PLC's Unitymedia/Kabel BW, with 12.6 million
subscribers. In addition to Tele Columbus and Primacom, smaller
players include Pepcom and Deutsche Telekabel.

Tele Columbus -- http://www.telecolumbus.de/-- is a cable TV,
Internet, and phone service provider.  With more than 2 million
subscribers, Tele Columbus is among Germany's top cable providers
(behind Kabel Deutschland and Unitymedia).  It offers analog and
digital cable, high-speed Internet, and cable telephone service.
Both Tele Columbus and PrimaCom are owned by holding company Orion
Cable; Tele Columbus has a presence across northern and western
Germany, while PrimaCom's customers are focused in the eastern
part of the country.  Orion Cable is owned by a holding company
controlled by investment banking firm Nikolaus & Co.  Tele
Columbus was founded in 1985.


TORRY AND SONS: Goes Into Receivership, Cuts Jobs
-------------------------------------------------
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 last week 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, 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 relays 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. . .
. 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.
Findlay as saying.

Canada.com reports 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, the report notes.
The report notes that Scott Torry was a Comox Valley Airport
Commission board member for six-and-a-half years until resigning
"due to time constraints" in September.

The report relates that the board sets the strategic vision and
plan for the airport.

The report notes that Linda Oprica, the commission's board chair,
said Torry had served as treasurer for the past two years.

"Scott had been on the board for quite awhile and showed an
interest and ability toward finance," she said, noting he had
arrived in the boardroom just months before she did.  "I think
Scott is a delightful man and he contributed greatly to the
success of the board.  We will miss him., Canada.com discloses the
report as Ms. Oprica saying.


UNI-PIXEL INC: Goldberg Capital Held 5.7% Stake at June 11
----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Goldberg Capital Management disclosed that as of
June 11, 2013, it beneficially owned 690,000 shares of common
stock of Uni-Pixel Inc. representing 5.74 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/kqc7do

                        About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $63.28 million in total
assets, $6.56 million in total liabilities and $56.71 million in
total shareholders' equity.


UNITED AMERICAN: Borrows $50,000 From St. George Investments
------------------------------------------------------------
United American Healthcare Corporation issued a Promissory Note in
favor of St. George Investments, LLC, an Illinois limited
liability company, in exchange for a loan in the amount of $50,000
made by St. George to the Company.  The Company will use the
proceeds of the loan for working capital purposes.

St. George is an affiliate of John M. Fife, who is the Company's
chairman, president and chief executive officer.

The principal amount of the Note is $50,000.  Interest on the Note
accrues at an annual rate of 10 percent.  No payments of principal
or interest on the Note are due until the Note matures, which is
on the earlier of (a) Dec. 31, 2015, or (b) the date of (i) the
sale of all or substantially all of the assets of the Company or
Pulse Systems, LLC, a Delaware limited liability company which is
the Company's subsidiary, (ii) the merger of the Company or Pulse
Systems, LLC, or (iii) the sale of all or substantially all of the
equity of the Company or Pulse Systems, LLC.

Only upon an event of default, the holder of the Note may elect to
convert all or any part of the outstanding principal of, and the
accrued but unpaid interest on, the Note into newly issued shares
of common stock of the Company at a conversion price of $0.09614
per share.  The conversion price is based on 110 percent of the
average of the closing bid prices for the Common Stock on the 30
trading days ending Oct. 9, 2013, which was the date on which the
Company's Board of Directors approved the Note and the related
loan transaction.

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

As reported in the TCR on Oct. 18, 2012, Bravos & Associates,
CPA's, in Bloomingdale, Illinois, expressed substantial doubt
about United American's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss from continuing operations of $1.9 million during the year
ended June 30, 2012, and, as of that date, had a working capital
deficiency of $10.2 million.

For the nine months ended March 31, 2013, the Company reported net
income of $398,000 on $6.05 million of contract manufacturing
revenue, as compared with a net loss of $2.33 million on $4.80
million of contract manufacturing revenue for the same period a
year ago.  The Company's balance sheet at March 31, 2013, showed
$15.54 million in total assets, $12.67 million in total
liabilities and $2.87 million in total shareholders' equity.


UNITEK GLOBAL: S&P Raises CCR to 'B-' & Sr. Loan Rating to 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Blue Bell, Pa.-based UniTek Global Services Inc.
to 'B-' from 'CCC', and removed the ratings from CreditWatch,
where S&P had previously placed them with positive implications on
July 18, 2013.  The outlook is developing.

At the same time, S&P raised the issue-level rating on UniTek's
senior secured term loan to 'CCC+' from 'CCC-'.  The recovery
rating remains unchanged at '5', indicating S&P's expectation for
modest (10%-30%) recovery of principal in the event of payment
default.

At the issuer's request, S&P withdrew all ratings immediately
following the rating actions above.

"The ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.

The amendment of UniTek's senior secured term loan resets its
consolidated leverage covenant to provide over 15% EBITDA cushion,
and has led to the subsequent withdrawal of DIRECTV's notice of
termination.  These positive developments allow UniTek to continue
serving its top three customers (DIRECTV, AT&T, and Comcast),
which generated approximately 75% of UniTek's revenue as of year-
end 2012.  At the same time, the amended term loan and asset-based
lending (ABL) facility include pricing with a very high
combination of cash and pay-in-kind interest.  S&P believes the
company will likely attempt to refinance its debt in the near
future to reprice its current very high-cost capital structure.

S&P has revised its business risk profile assessment for UniTek to
"vulnerable" from "weak", driven by its management and governance
assessment of "weak".  While the company has replaced key members
of its management team, including its CFO, and instituted new
internal controls as a result of fraud discovered at Pinnacle
Wireless, S&P do not believe there is currently sufficient
evidence to conclude its internal controls are effective.  Such
evidence that could lead to an improved business profile
assessment would include a sustained track record without
fraudulent activity, meeting regular financial reporting
requirements, and increased transparency with regard to the
company's current and future operating expectations.

The developing outlook reflects the company's uncertain future
revenue derived from the AT&T turf vendor contract, and the need
for UniTek to establish a track record of effective internal
controls following the fraud incident at its Pinnacle Wireless
division.  As these issues are resolved and S&P is able to gain
additional clarity on the company's outlook, it could raise the
corporate credit rating, but is likely to remain in the 'B'
category.

Although unlikely in S&P's opinion, the rating could be lowered if
operating performance were to deteriorate due to a loss or
significant reduction in revenues from one of the company's major
customers.


UNIVERSITY GENERAL: To Discuss Fiscal 2013 Results on October 17
----------------------------------------------------------------
University General Health System, Inc., will host an investor
conference call at 11:15 a.m. EDT on Thursday, Oct. 17, 2013, to
discuss the information contained in the Company's Form 10-K for
the year ended Dec. 31, 2013.

The Form 10-K is expected to be filed with the U.S. Securities and
Exchange Commission prior to the date of the conference call.

A replay of the conference call will be available one hour after
the call through Oct. 24, 2013, at 9:00 am EDT by dialing 877-344-
7529 (international participants dial 412-317-0088) and entering
the conference ID# 10035630.

                      About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Moss, Krusick &
Associates, LLC, in Winter Park, Florida, expressed substantial
doubt about University General's ability to continue as a going
concern.  The independent auditors noted that the Company has
suffered recurring losses and negative operating cash flows, and
has negative working capital.

University General reported a net loss of $2.38 million in 2011,
following a net loss of $1.71 million in 2010.  The Company's
balance sheet, as restated, at Sept. 30, 2012, showed $140.42
million in total assets, $128.38 million in total liabilities,
$3.22 million in series C, convertible preferred stock, and
$8.81 million in total equity.


US VIRGIN ISLANDS: Fitch Affirms 'BB' Gen. Obligation Bond Rating
-----------------------------------------------------------------
Fitch Ratings takes the following actions on the ratings of the
U.S. Virgin Islands:

-- Affirms the 'BBB' rating for the U.S. Virgin Islands (USVI)
   Public Finance Authority (VIPFA) bonds (Virgin Islands gross
   receipts tax (GRT) loan note) (senior lien);

-- Affirms the 'BB' implied general obligation (GO) bond rating
   for the USVI. There are no outstanding stand-alone GO bonds
   of the USVI.

The Rating Outlooks remain Negative.

Security

The GRT revenue bonds issued by VIPFA are secured by a pledge of
GRT collections from the USVI deposited to the trustee for
bondholders prior to their use for general purposes. The bonds
also carry a GO pledge of the USVI.

Key Rating Drivers

GRT Security Insulated From Government Operations: Bonds issued by
the VIPFA and secured by the GRT have been insulated from general
fund operations through a collection process that allocates
pledged revenues to a separate escrow account. Debt service
coverage remains satisfactory, even through stress scenarios. The
USVI's action to raise the rate in fiscal 2012 appears to have
offset the severity of declines due to the loss of Hovensa, the
USVI's former largest employer and taxpayer; however, the linkage
to the weak USVI economy maintains the rating Outlook at Negative.
In addition, over-leveraging of the GRT to support general fund
operations would weaken credit quality for these bonds.

Economic and Financial Strain: The below investment-grade implied
GO rating and Negative Outlook reflects significantly strained
fiscal operations and the intractability of longer-term fiscal
challenges that are now compounded by severe economic difficulties
from the closure of Hovensa.

Weakened Financial Position: Longstanding fiscal challenges
worsened in the recent downturn with sharp revenue declines,
prolonged, unresolved property tax litigation, high fixed-cost
burdens, and difficulty in reducing expenditures. These fiscal
challenges were compounded by the closure of Hovensa. The
territory has relied on borrowing to close both its operating gaps
and maintain liquidity, and financial operations are expected to
remain structurally imbalanced for the next several fiscal years.
Fitch believes future budgeting options are limited.

High Debt and Liability Burden: Net tax-supported debt is
extremely high, and dedication of revenues to debt service reduces
fiscal flexibility. Other liabilities for pensions and unpaid
retroactive salaries further weigh on the territory's limited
resources.

Narrow Economy: The economy is limited, dependent on tourism and
vulnerable to disruption from natural disasters.

Stability From U.S. Territory Status: Although the USVI enjoys
less flexibility in fiscal matters than U.S. states, the U.S.
legal and regulatory environment provides stability through some
oversight of financial operations as well as the allocation of
grant and operating revenue

Rating Sensitivities

-- FOR THE GRT BONDS: A substantial reduction in GRT revenues;
leveraging that notably reduces current solid debt service
coverage ratios; material economic erosion in the USVI.

-- FOR THE IMPLIED GO RATING: Further erosion in the USVI's
financial position and/or deterioration in the USVI's economy;
significant additional working capital borrowing for operations;
failure to stabilize pension funding.

Credit Profile

The 'BBB' rating on the GRT bonds reflects the structure's legal
protections and satisfactory coverage of debt service by pledged
revenues. GRT bonds are secured by the USVI's pledge of GRT
revenues with all collections deposited daily to a special escrow
account. With the exception of a small required payment for
housing, all revenues are allocated to the trustee for the benefit
of bondholders, only after which are remaining receipts available
for general purposes. The priority claim of bondholders to GRT
collections and other structural protections insulate bondholders
from the USVI's broader fiscal stress and support a rating level
that is higher than the GO rating.

The 'BB' implied GO rating incorporates the significant financial
and economic pressures faced by the USVI. A severely unbalanced
operating budget has led to multiple years of borrowing to fund
ongoing operations or reported operating deficits. Budget
imbalance is expected to remain over the next several fiscal years
as cash infusions from recent working capital borrowing in support
of operations fall off. The economy is limited and hampered by the
large layoffs related to the Hovensa closure in 2012.

Coverage of Gross Receipts Tax Bonds Remains Satisfactory

The USVI increased the GRT tax rate to 5% from 4.5%, effective
March 1, 2012, in response to its then current fiscal difficulties
in fiscal 2012 as well as the announced closure in January 2012 of
Hovensa, the USVI's former largest employer and taxpayer. The
increase in rate was expected to produce similar levels of debt
service coverage in the fiscal year ending September 30, 2012 as
in fiscal 2011 as the higher rate was expected to be offset by the
economic retrenchment produced by the Hovensa closure combined
with increasing levels of debt service. Positively, unaudited
collections in fiscal 2012 indicate 5.5% growth from fiscal 2011,
providing for continued strong coverage on outstanding bonds.

Senior lien debt service coverage from fiscal 2011 audited
collections was 3.53x; when including unrated, junior lien
obligations, combined debt service coverage was 2.97x that year.
Coverage of senior lien debt service in fiscal 2012 is estimated
at 3.64x; combined debt service coverage was 3x. Coverage of MADS
all GRT-secured debt was 2.6x by estimated fiscal 2012 revenues.
Preliminary estimates for fiscal 2013, from unaudited results
confirmed by Ernst & Young, indicate an annual debt service
coverage level of about 3.5x while all GRT-secured MADS has an
estimated coverage level of 2.67x. A Fitch stress scenario, that
assumes 5% annual declines throughout the forecast period, results
in still sufficient coverage of senior lien obligations until
fiscal 2032. The stress test scenario does not include the
issuance of additional debt secured by the GRT, which Fitch
believes remains a possibility as a means of providing additional
deficit and capital funding in the coming fiscal years.

Security features include an additional bonds test requiring 1.5x
MADS coverage by historical and prospective revenues, a debt
service reserve funded at MADS, and covenants precluding tax rate
reductions or the granting of excessive tax incentives.
Additionally, should a 1.5x MADS coverage level be reached in any
12-month period, the USVI has covenanted to seek out additional
revenue to pledge to the bonds. With the rate increase to 5% in
March 2012, the USVI amended the bond resolution to permit the GRT
rate to fall back to 4.5% should corporate income tax (CIT)
receipts reach $185 million in any fiscal year; CIT receipts are
estimated at $44 million in fiscal 2013. The USVI and VIPFA are
ineligible to file for protection under the U.S. Bankruptcy Code.

USVI Financial and Economic Challenges Expected To Continue

The USVI's implied GO 'BB' bond rating incorporates Fitch's view
that the USVI will continue to have difficulty achieving ongoing
structural budget balance in the context of revenue losses due to
the loss of its largest taxpayer and employer, longstanding fiscal
constraints, high fixed costs, and very high liabilities. The USVI
has had limited flexibility in responding first to the economic
downturn and now to an economy that is hampered by employment
losses from the Hovensa closure. Despite making deep spending
cuts, including staffing reductions and an 8% across the board
salary cut, as well as increasing the GRT rate to address its
structural budget gap, the operating budget is significantly
unbalanced. The USVI has also borrowed substantially for working
capital, applying proceeds to financial operations in fiscal years
2009 through fiscal 2014. Borrowing for this purpose is now
estimated to account for just below 40% of all outstanding debt
obligations, including bonds issued under the matching fund
revenue program.

USVI revenue collections are subject to significant volatility.
After several years of robust economic and revenue growth, general
fund revenues plummeted in the recession, with GAAP-basis fiscal
2009 falling 29% from fiscal 2008, to $687.5 million, inclusive of
borrowing for working capital and operating transfers. Personal
and corporate income taxes were sharply lower, and further
litigation delays limited property tax collections. The USVI
issued a number of working capital loan notes during the recession
and applied additional federal funding to operations.

For fiscal 2011, appropriations continued to exceed projected
revenues and the governor sought substantial mid-year spending
cuts and an increase in the GRT rate to balance the budget. The
GRT rate increase to 4.5% provided some budget relief, an 8%
salary rollback for certain USVI employees was implemented,
effective Aug. 1, 2011, and a retirement incentive for long-term
employees was offered, as means to balance the budget. Final
audited revenues of $867.5 million in fiscal 2011, inclusive of
$131 million received through external working capital borrowing
and operating transfers, supported $847 million in expenditures
that year, resulting in a $16.7 million GAAP-basis operating
surplus. On a budgetary basis, the USVI reports a $2.9 million
operating deficit.

Following the enactment of the fiscal 2012 budget, the governor's
office forecast a $67.5 million operating deficit and called for
immediate expenditure reductions and revenue increases to balance
the budget. Approximately 400 employees were terminated in
December 2011 and amidst budget negotiations, in January 2012,
Hovensa announced its imminent closure. The USVI estimated a
direct annual revenue loss of about $50 million ($30 million in
income tax losses and $17 million in lost GRT revenue) related to
the closure in addition to the loss of about 2,000 jobs.

Following Hovensa's announcement, the legislature approved the
increase in the GRT rate to 5% to offset the expected loss of GRT
revenue from Hovensa and also implemented other expenditure
reductions; $125.7 million in total is the estimated expenditure
reduction from fiscal 2011. An external working capital matching
fund-secured bond was issued in August 2012 to support financial
operations in the next three succeeding fiscal years. Proceeds of
$55 million were applied to the fiscal 2012 budget, $35 million
was to be applied to the fiscal 2013 budget, and the remaining $25
million will be applied to the fiscal 2014 budget. Despite the
actions taken by the USVI, reduced revenues and the carry-forward
of structural budgetary imbalance resulted in an estimated $44.3
million budgetary operating deficit for fiscal 2012.

For the fiscal year ended Sept. 30, 2013, the USVI is currently
estimating $774.2 million in available general fund resources,
including the $35 million in bond proceeds, net income tax refunds
and transfers between funds. Expenditures are estimated to have
totaled $782.5 million, resulting in the USVI's expectation of an
$8.3 million operating deficit. Movement toward budgetary balance
was forestalled by the reinstatement on July 1 of full salary to
employees impacted by the 8% salary reduction implemented in
fiscal 2011. Budgetary operations have been aided by increasing
matching fund (excise tax) revenue related to production at a new
rum facility owned by Diageo. Matching fund revenue is only
available to the general fund after debt service payments on the
USVI's matching fund revenue bonds have been made in full.

Fitch expects the budget for fiscal 2014, adopted on Sept. 30,
2013, to be challenged in implementation by a number of items,
including: the federal government's reduced advance of matching
fund revenue for calendar year 2014, potentially reducing general
fund revenue by $35 million in fiscal 2014; the need to address
the stability of its pension system by possibly increasing the
USVI's contribution to the system; higher health insurance costs
for employees; and some optimistic revenue assumptions. The USVI
is currently projecting a $13.6 million operating surplus for
fiscal 2014, which Fitch believes will be difficult to achieve.
Fitch believes that future years' budgets will be additionally
challenged in achieving structural balance as working capital
proceeds have helped to support recent years' budgets.

Limited Economy With High Unemployment

The USVI is an organized, unincorporated U.S. territory 40 miles
east of the Commonwealth of Puerto Rico with a population of
106,000. The economy is small, narrow and subject to considerable
volatility. Tourism and related industries represent approximately
80% of economic activity, although other activities, notably rum
distillation are prominent, and government employment equals more
than a quarter of jobs. Prior to its closure and conversion to a
storage facility in February 2012, Hovensa employed 2,000 on the
island of St. Croix and was significant to the USVI's economic
activity and fiscal stability. Due to the effects of the recession
and the closure of Hovensa, the USVI estimates gross territorial
product fell by 22% from 2008 to 2012. The closure of the facility
has also contributed to the unemployment rate in the USVI
escalating to 11.7% in 2012 from 8.9% in 2011, incorporating an
estimated 8.2% loss of total nonfarm employment in 2012. The
employment picture continues to be weak through 2013; a 13.5%
unemployment rate was recorded for August 2013 as compared to
13.2% in August 2012 and 9.3% from August 2011.

Tourism indicators have begun to stabilize after sharp, recession-
related declines in 2008 and 2009, although the economic recovery
appears to be unsteady and further improvement will be linked to
broader economic trends in the U.S., from which the majority of
USVI visitors originate. Despite seeming improvement in visitors
to the USVI in the period of 2010 to 2012, hotel occupancy rates
were reported at 47.8% in 2012, partly reflecting that a large
number of visitors to the USVI are daily cruise ship passengers.

Debt and Unfunded Liabilities are Extremely High

The USVI's liabilities are extremely high. Tax-supported debt
totals about $2 billion as of Oct. 1, 2013, estimated to be
equivalent to 77% of personal income. About $715 million is GRT
bonds, subordinate notes and tax increment revenue bond
anticipation notes (BANs) issued by VIPFA, which also carry a USVI
GO pledge. Another $1.3 billion is backed by matching funds from
federal excise taxes levied on USVI-distilled rum. In 2013, debt
service for GRT bonds and matching fund bonds totaled about $144
million, equal to 15.6% of general fund taxes and gross matching
fund receipts combined. Amortization is slow, with about 33%
maturing in 10 years.

Persistent underfunding has led to a large pension liability, with
an estimated funding ratio of 49.7% as of Sept. 30. 2011; the $1.7
billion unfunded liability equates to about 60% of estimated 2012
personal income. Other liabilities include negotiated but unpaid
salary increases over the last two decades, the burden of which
was estimated at $195 million as of Sept. 30, 2011. In October
2010, the USVI shifted $45 million from its insurance guarantee
fund to repay a portion of the unpaid salaries; $1 million is
appropriated for this liability in fiscal 2014. The USVI's
liability for other post-employment benefits totals $1.12 billion
as of Sept. 30, 2011.


VISUALANT INC: Amends 162.1 Million Shares Resale Prospectus
------------------------------------------------------------
Visualant, Inc., amended its registration statement covering
the resale by Michael L. Conn, Growth Ventures, Inc., Edward
Staas, 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 forty 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. 9 , 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 Form S-1 is available for free at:

                         http://is.gd/BUZH8s

                        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.


W.R. GRACE: Inks Agreement to Acquire Dow's UNIPOL Business
-----------------------------------------------------------
W.R. Grace & Co. on Oct. 11 disclosed that it has signed a
definitive agreement to acquire the assets of the UNIPOL(TM)
Polypropylene Licensing and Catalysts business of The Dow Chemical
Company DOW +1.66% for a cash purchase price of $500 million. The
transaction is expected to close by year end, pending regulatory
approvals.

Dow's UNIPOL(TM) licensing and catalysts systems business offers
industry-leading UNIPOL(TM) Polypropylene Process Technology,
which includes the advanced process control UNIPOL UNIPPAC(TM)
Process Control software, SHAC(TM) Catalysts Systems, and 6th
Generation non-phthalate CONSISTA(TM) Catalysts Systems.

Grace is a leading supplier of polyolefin catalyst technology and
has the broadest portfolio of polyolefin catalyst technologies of
any independent polyethylene/polypropylene catalyst producer.

"The addition of Dow's world-class polypropylene products and
process technology is a significant enhancement of Grace's market-
leading catalysts franchise," said Grace Chairman and Chief
Executive Officer Fred Festa. "The agreement reflects Grace's
continuing commitment to invest in our catalyst businesses,
particularly in technology. This acquisition strengthens our
ability to provide polypropylene catalyst solutions to our
customers around the world."

Grace was advised on the transaction by Blackstone Advisory
Partners L.P.

Grace will address the acquisition during the company's Third
Quarter 2013 earnings conference call scheduled for Wednesday,
October 23, at 11:00 a.m. ET. Access to the live webcast and the
accompanying slides will be available through the Investor
Information section of the company's website, www.grace.com.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WAVE SYSTEMS: EXO5 LLC to Sell 372,578 Class A Shares
-----------------------------------------------------
Wave Systems Corp. registered with the U.S. Securities and
Exchange Commission 372,578 shares of its Class A common stock,
par value $0.01 per share, to be sold by EXO5 LLC.

The selling stockholder may sell these securities on a continuous
or delayed basis directly, through agents, dealers or underwriters
as designated from time to time, or through a combination of these
methods.

The Company will not receive any proceeds from the sale of these
shares of Class A common stock by the selling stockholder.

Wave's Class A common stock is traded on the Nasdaq Capital Market
under the symbol "WAVX."  The last reported sale price of the
Company's Class A common stock on the Nasdaq Capital Market on
Oct. 8, 2013, was $1.31 per share.

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

                         http://is.gd/TR3nzI

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at June 30, 2013,
showed $10.28 million in total assets, $20.06 million in total
liabilities and a $9.77 million total stockholders' deficit.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WAVE SYSTEMS: William Solms Named Acting CEO
--------------------------------------------
William Solms, vice president of North American Sales, has been
appointed by the Board of Directors of Wave Systems Corp. as
acting chief executive officer, replacing Steven Sprague.

Mr. Solms will be responsible for ensuring a smooth transition and
leading Wave's executive team.  A graduate of West Point, Mr.
Solms served a distinguished career as an active duty Army
officer, capping his 20+ year military career in the Pentagon as a
member of the Joint Staff.  After his military service, Bill
joined Microsoft as a sales executive, directed the Federal Sales
Team for Oracle-on-Demand at Oracle, and held executive positions
in Business Development and Sales at A-T Solutions and
Intellidyne, LLC.

Mr. Solms currently receives a base salary of $200,000 per year
from the Company plus a bonus opportunity up to $40,000, together
with potential incentive compensation based on sales.

"On behalf of the entire board, I want to thank Steven for his
service to the company and for the passion, dedication and
commitment he brought to Wave as CEO each day," said John Bagalay,
Wave's Chairman of the Board.  "The Board sees a tremendous
opportunity for growth going forward and we have full confidence
in Bill's ability to lead a very talented and innovative team in
translating Wave's product vision into a commercial reality."

Mr. Sprague has indicated that he will continue to serve Wave as a
member of its Board of Directors, stating, "I look forward to
helping the Board and Bill with the transition."

The Board will alter its previously announced search for a chief
operating officer into a search for a permanent CEO.

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at June 30, 2013,
showed $10.28 million in total assets, $20.06 million in total
liabilities and a $9.77 million total stockholders' deficit.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WAVE SYSTEMS: Further Amends $20 Million Securities Prospectus
--------------------------------------------------------------
Wave Systems Corp. amended its registration statement relating to
a public offering of up to $20,000,000 worth of Class A common
stock, preferred stock, warrants and units.  The Company's Class A
common stock is traded on the Nasdaq Capital Market under the
symbol "WAVX."

As of Aug. 30, 2013, the aggregate market value of the Company's
outstanding Class A common stock held by non-affiliates, or the
public float, was approximately $43.2 million, which was
calculated based on 31,538,367 shares of outstanding Class A
common stock held by non-affiliates and on a price per share of
$1.37, the closing price of the Company's Class A common stock on
the Nasdaq Capital Market on Aug. 30, 2013.

The Company amended the Registration Statement to delay its
effective date.

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

                        http://is.gd/yMXQhs

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at June 30, 2013,
showed $10.28 million in total assets, $20.06 million in total
liabilities and a $9.77 million total stockholders' deficit.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WESTERN FUNDING: Panel Hires Schwartzer & McPherson as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Western Funding
Inc. and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the District of Nevada to retain Schwartzer &
McPherson Law Firm as bankruptcy counsel, nunc pro tunc to
Sept. 26, 2013.

Schwartzer & McPherson services will include:

   (a) assisting, advising and representing the Committee in its
       consultations with the Debtor regarding the administration
       of this case;

   (b) assisting, advising and representing the Committee in
       analyzing the Debtor's assets and liabilities,
       investigating the extent and validity of liens and
       participating in and reviewing any proposed asset sales,
       any asset dispositions, financing arrangements and cash
       collateral stipulations or proceedings;

   (c) assisting, advising and representing the Committee in any
       manner relevant to reviewing and determining the Debtor's
       rights and obligations under leases and other executory
       contracts;

   (d) assisting, advising and representing the Committee in
       investigating the acts, conduct, assets, liabilities and
       financial condition of the Debtor, the Debtor's operations
       and the desirability of the continuance of any portion of
       those operations, and any other matters relevant to this
       case or to the formulation of a plan;

   (e) assisting, advising and representing the Committee in its
       participation in the negotiation, formulation and drafting
       of a plan of reorganization;

   (f) assisting, advising and representing the Committee in
       understanding its powers and its duties under the
       Bankruptcy Code and Bankruptcy Rules and in performing
       other services as are in the interests of those represented
       by the Committee;

   (g) assisting, advising and representing the Committee in the
       evaluation of claims and on any litigation matters; and

   (h) providing other services to the Committee as may be
       necessary in this case.

Schwartzer & McPherson will be paid at these hourly rates:

       Lenard E. Schwartzer, attorney    $550
       Jeanette E. McPherson, attorney   $475
       Jason A. Imes, attorney           $350
       Angela Hosey, paraprofessional    $150
       Sheena Clow, paraprofessional     $150
       Kristen Molloy, paraprofessional  $125

Schwartzer & McPherson will also be reimbursed for reasonable out-
of-pocket expenses incurred.

Jeanette E. McPherson, managing partner Schwartzer & McPherson,
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 Nevada will hold a hearing on the
motion on Nov. 5, 2013, at 10:30 a.m.

Schwartzer & McPherson can be reached at:

       Jeanette E. McPherson, Esq.
       SCHWARTZER & McPHERSON LAW FIRM
       2850 South Jones Blvd, Suite 1
       Las Vegas, Nevada 89146-5308
       Tel: (702) 228-7590
       Fax: (702) 892-0122
       E-mail: bkfilings@s-mlaw.com

                    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.


WESTERN STAR: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Western Star Transportation, LLC
        10078 Flanders Court N.E., Suite 130
        Blaine, MN 55449

Case No.: 13-45024

Chapter 11 Petition Date: October 15, 2013

Court: United States Bankruptcy Court
       District of Minnesota (Minneapolis)

Judge: Hon. Kathleen H Sanberg

Debtor's Counsel: Michael F McGrath, Esq.
                  RAVICH MEYER KIKRMAN & MCGRATH NAUMAN
                  4545 IDS Center
                  80 South Eighth Street
                  Minneapolis, MN 55402
                  Tel: 612-332-8511
                  Email: mfmcgrath@ravichmeyer.com

Total Assets: $7.72 million

Total Liabilities: $16.48 million

The petition was signed by Lee B. Cadwallader, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb13-45024.pdf


* Fitch: Interest Rate Shock Hit Smaller U.S. Banks Harder in 3Q
----------------------------------------------------------------
The rise in interest rates since May has had a significant impact
on the value of securities reported on U.S. bank balance sheets,
and smaller institutions appear to be taking somewhat bigger hits,
according to Fitch. This suggests that large institutions did a
better job in limiting bond portfolio losses by actively managing
interest rate risk during the third quarter.

Fed data on unrealized gains and losses (UGL) in U.S. banks'
available-for-sale securities indicate that the relative positions
of the largest 25 domestic banks improved relative to their
smaller counterparts in the third quarter, particularly since
interest rates retreated from recent highs after the Fed decided
not to taper monetary stimulus in mid-September.

"We believe this may reflect the impact of more active and
effective securities portfolio management by large banks in the
third quarter, when interest rates were significantly more
volatile," Fitch says.

When calculating capital ratios under Basel III, large banks that
fall under the "advanced approach" will be required to include
changes in the value of securities holdings, period to period.
Non-advanced approach banks, meanwhile, have the option to filter
out UGL in calculating regulatory capital. However, Fitch notes
that unrealized gains and losses will still impact tangible
capital measures and will likely be incorporated into internal
(and perhaps external) stress testing.

Banks reported significant declines in the value of their
portfolios as of the end of the second quarter, after interest
rates began to move sharply higher in May. But the largest
domestic banks reported much larger hits during that period. The
largest 25 banks saw portfolio values decline by about 225 bps
relative to capital between the end of the first and second
quarters. At that time, smaller banks reported a comparable
decline of only 90 bps.

Through Sept. 25, Fed data indicated that the securities
portfolios of large domestic banks had swung back into an
unrealized gain position from an unrealized loss position in the
prior week and through much of the third quarter. The $4 billion
aggregate gain position for the large banks represented 0.37% of
total capital. Small banks, on the other hand, still reported
aggregate unrealized losses representing 0.85% of capital as of
Sept. 25.

"Our analysis of data since 2010 indicates that smaller banks (as
defined by H.8 data) have done a noticeably better job at keeping
UGL volatility low during the extended period of steadily low
interest rates. Large banks, during the same period, built up
capital to the point where somewhat larger UGL swings during
volatile rate periods (like those seen in second and third
quarters) represent a significantly smaller share of total
capital," Fitch says.


* Fitch Says CDS on North American Banks Tighten 36%
----------------------------------------------------
Tighter credit default swap (CDS) spreads among North American
banks appear to be indicative of slowly returning market
confidence, according to the latest case study from Fitch
Solutions.

CDS on North American banks have tightened 36% over the past year.
'Increased regulatory scrutiny appears to be precipitating a move
away from riskier assets, more emphasis on credit risk management
and shored up balance sheets for North American banks,' said
Director Diana Allmendinger.

Another sign of decreasing uncertainty is evident in CDS
liquidity, which has declined for the sector over the past year.
On average, CDS liquidity for North American banks fell six
regional percentile rankings. 'Whereas six banks appeared in the
top 10th regional percentile a year ago, only three remain today,'
said Allmendinger.

Fitch Solutions case studies build on data from its CDS Pricing
Service and proprietary quantitative models, including CDS Implied
Ratings. These credit risk indicators are designed to provide
real-time, market-based views of creditworthiness. As such, they
can and often do reflect more short term market views on factors
such as currencies, seasonal market effects and short-term
technical influences. This is in contrast to Fitch Ratings' Issuer
Default Ratings (IDRs), which are based on forward-looking
fundamental credit analysis over an extended period of time.


* CRE Finance Council Calls for LT Debt Ceiling Crisis Solution
---------------------------------------------------------------
The Commercial Real Estate Finance Council on Oct. 14 called on
President Obama and the U.S. Congress to adopt a long-term
solution to the federal debt ceiling crisis.

Calling a potential temporary deal "welcome but insufficient," the
CRE Finance Council warned that without a permanent solution,
investors will lose confidence in the capital markets, with
serious implications for capital and credit availability.  "This
is no way to grow an economy that in many ways is only treading
water."

The CRE Finance Council -- http://crefc.org/-- brings together
participants in all aspects of the $3.1 trillion commercial real
estate finance industry.  Members are lenders, investors and
servicers, including commercial banks, insurance companies,
pension funds, private equity funds, mortgage REITs and rating
agencies.

The group promotes capital formation and liquidity worldwide by
encouraging commercial real estate finance market efficiency,
transparency and sound underwriting practices.

Here is the full text of the CRE Finance Council's statement made
today by Stephen M. Renna, president and CEO:

"The commercial real estate debt and equity sectors are among the
largest generators of jobs, taxes and wealth in the U.S.

"Commercial real estate finance is interest-rate sensitive and
longer-term oriented.  Constant uncertainty emanating from
Washington is not helping our industry or the nation's economy
recover from the worst recession since the Great Depression.
Quite the opposite, uncertainty adds risk which stifles
investment.  The resulting negative effects of a government
default on capital and credit availability would ripple throughout
the entire economy.

"The fact that President Obama and the Congress appear to be
closing in on a temporary deal on the debt ceiling is welcome but
insufficient.  Band-aids are no way to encourage confidence or
facilitate capital to grow an economy that in many ways is only
treading water.

"Only a long-term solution to the debt ceiling crisis will bring
stability to commercial mortgage markets and other sectors of the
investment marketplace.  And, only with stability can real estate
continue to generate its tremendous share of the job creating
capital investment that fuels the U.S. economy.

"Some in Washington continue to downplay the potential effects of
a federal government default now or later in the year.  That is
unwise and irresponsible.  The follow-on effect of a default event
could be protracted even if the default is cured quickly,
particularly for the CMBS industry, which is very much still
recovering from the recession.

"Now is the time for policymakers to do their jobs and forge a
long-term solution to the debt ceiling crisis.  The ramifications
of a federal government default would be historic with a magnitude
no one can fully predict."


* S&P Subpoenas Federal Reserve Board as Part of U.S. Suit
----------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reported that
McGraw Hill Financial Inc.'s Standard & Poor's unit seeks
information from the board of governors of the Federal Reserve to
bolster its defense against U.S. claims it misled investors in
mortgage-backed securities.

According to the report, the credit rating company said it served
subpoenas on the Federal Reserve board as well as the Federal Open
Market Committee and the Federal Reserve Bank of New York,
according to a filing on Oct. 15 in federal court in Santa Ana,
California.

S&P is "seeking, among other things, information and analyses
supporting or relating to specifically identified statements from
high ranking government officials such as Ben Bernanke and Timothy
Geithner about the housing market in 2006 and 2007," it said in
the filing, referring to the then-Fed chairman and the former head
of the New York Fed, the report related.  "S&P seeks to identify
the data upon which the assessments, similar to those made by S&P,
were made."

S&P, based in New York, and the Justice Department are exchanging
pre-trial evidence in the U.S. lawsuit that accuses the company of
knowingly downplaying the credit risks of residential mortgage-
backed securities, as well as that of collateralized-debt
obligations that contained those securities, in order to win more
business from investment banks, the report added.

S&P has denied the allegations and is seeking evidence that the
lawsuit was brought in retaliation for its downgrade of the U.S.
debt two years ago, the report said.

The case is U.S. v. McGraw-Hill Cos., 13-cv-00779 U.S. District
Court, Central District of California (Santa Ana).


* Government Shutdown Hurts Business Travel Sector
--------------------------------------------------
In a new survey of business travel professionals revealing the
impact of the government shutdown, the Global Business Travel
Association (GBTA) -- the voice of the global business travel
industry -- found that nearly 7 in 10 (66 percent) are concerned
that a shutdown longer than one week will negatively impact their
business, and nearly as many (59 percent) are concerned about the
impact on their business from a possible government default.  As
we near the end of week two of the shutdown, the anxiety only
worsens.  Roughly 40 percent of respondents say the shutdown has
impacted them, their company and/or their company's employees.

U.S. business travel spending is a major driver of the global
economy.  Finally surpassing pre-recession levels, U.S. business
travel spending is expected to reach $273 billion this year.  The
government shutdown, however, is severely impacting the business
travel industry, creating uncertainty and lost revenue.

"The shutdown is damaging productivity and leading to lost
business opportunities and revenue that can't be recovered," said
Michael W. McCormick, GBTA Executive Director and COO.  "With two-
thirds of our members concerned that the shutdown is negatively
impacting their businesses, the wide-ranging impact on this
industry is clear.  This uncertainty hurts employee morale, holds
back business growth and, if not stopped, can easily deliver a
serious blow to the overall global economy."

The top three ways the shutdown has negatively impacted those in
the business travel industry are cancelled meeting or business
opportunities in the United States (57 percent), increased
uncertainty about the economy (57 percent) and cancelled bookings
(50 percent).  Also high on the list are cancelled or delayed
contracts with government agencies (48 percent), staff reductions
due to reduced business activities (32 percent) and increased
concern among travelers about airline delays and cancellations due
to possible reduced air traffic controllers (29 percent).

The chart below shows examples of the impact of the shutdown
provided by survey respondents.

        Impact                        Example
        ------                        -------
        Lost Employees                "Our company has forced
support/administrative employees to take leave until other direct
client facing employees return to work."

                                      "Some of our employees are
government contractors who were issued a stop work order. They may
not be paid when they get back."

        Cancelled Bookings            "Loss of room night revenue
due to cancelled meetings...and loss of room night revenue due to
famed attractions being closed."

        Cancelled Meetings            "We do installation for
government suppliers and those meetings are cancelled because
government orders are stopped for the time being."

        Delays in Passports and Visas "Concern it may have impact
on ability to get rush Visas, passports for our international
travelers."

GBTA surveyed 257 members in an online poll conducted October 8.

            About the Global Business Travel Association

The Global Business Travel Association (GBTA) --
http://www.gbta.org-- is the world's premier business travel and
meetings organization.  Collectively, GBTA's 6,000 plus members
manage over $340 billion of global business travel and meetings
expenditures annually.  GBTA provides its network of 21,000
business and government travel and meetings managers, as well as
travel service providers, with networking events, news, education
& professional development, research, and advocacy.


* Campaign to Fix the Debt Lauds Senate Plan to Reopen Govt.
------------------------------------------------------------
On Oct. 16, 2013, Senate leaders announced a plan to re-open the
government through January 15, raise the debt ceiling through
February 7, and set up a budget conference to report
recommendations by December 13.

The following is a statement from Maya MacGuineas, President of
the Committee for a Responsible Federal Budget and head of the
Campaign to Fix the Debt:

"The Campaign to Fix the Debt is relieved that leaders in the
Senate have agreed to a plan to re-open the government and avoid a
dangerous default.  We encourage Congress to pass and the
President to sign this plan, and immediately turn their attention
to the critical issue of how to put the nation on a sustainable
fiscal path.

"It is incredibly disheartening that we are once again relying on
last-minute deals that merely delay the real issues instead of
addressing them.  Playing with default was an incredibly dangerous
game, but continuing to delay confronting our debt is letting a
fire burn that could get out of control at any moment.  We have to
be able to expect more from our leaders -- we cannot continue to
lurch from one crisis to the next.  If we do not change course, we
will be dealing with these same issues all over again in only a
few months' time.

"This agreement provides for a process, through the appointment of
budget conferees, to deal with the fact that the country is
operating without a budget.  Congress and the President must use
this opportunity to put in place the long-overdue changes of
making our entitlement programs more sustainable, reforming our
tax code, replacing sequestration with smarter reforms, and
putting the debt on a sustainable downward path.

"Both houses should act quickly to stop the madness, start
bipartisan discussions, and solve our debt problems once and for
all."


* Rep. Velazquez Comments on Agreement to End Govt. Shutdown
------------------------------------------------------------
Rep. Nydia M. Velazquez (D-NY) released the following statement
regarding an agreement to end the Republicans' shutdown of the
federal government and to raise the federal debt ceiling:

"While this agreement is far from perfect, it is vitally important
and long overdue.  The 16-day Republican shutdown has harmed
working families in New York and throughout the nation.  Every day
that the government has been shuttered, children have been turned
away from Head Start educational services.  Mothers with infants
have been denied important nutritional assistance through the
Women, Infants and Children initiative.  Small businesses have
seen a significant drop in demand for their services, harming
local economies.  In New York alone, 50,000 federal workers were
furloughed. Ending this unacceptable state of affairs was
critical.

"Importantly, this agreement also raises the ceiling on the U.S.
federal debt, preventing the catastrophic implications of a
default.  Such a scenario would have inflicted havoc on capital
markets and potentially triggered another great recession.

"It is unfortunate that we will continue to operate with the
temporary cuts from the sequester, which is already depriving low
income families, seniors and other vulnerable Americans of
important services.  Going forward, I will continue working to see
that funding restored.  However, it is critical for New Yorkers
that today's agreement reopening the government and preventing a
default be passed.  I intend to support it."


* USHCC President Joins Panetta's Call to Raise Debt Ceiling
------------------------------------------------------------
The United States Hispanic Chamber of Commerce (USHCC) joined
Former Secretary of Defense Leon Panetta, former OMB Director
Jim Nussle and numerous heads of national organizations as they
called on Congress to put an end to the current stalemate in
Washington, and raise the debt ceiling.  The press conference,
organized by Fix the Debt, was held at the National Press Club.

Participants provided diverse perspectives on how the current
climate of uncertainty and brinkmanship was affecting their
constituencies and America's economy.  USHCC President & CEO
Javier Palomarez, Mr. Panetta and Mr. Nussle were joined by Maya
MacGuineas, President of the Committee for a Responsible Federal
Budget; Ian Kremer, Executive Director of Leaders Engaged on
Alzheimer's Disease; Todd McCracken, President of the National
Small Business Association; Hunter Rawlings, President of the
Association of American Universities; and Mary Woolley, President
& CEO of Research!America.

"While we commend [Wednes]day's short-term victory achieved in the
Senate, we must put an end to Washington's current environment of
obstructive, partisan politics that threaten to reverse the
economic progress our nation is slowly making," said
Mr. Palomarez.  "The USHCC calls on Congress and the
Administration to work together to pass long-term legislation that
will sensibly reduce our debt, and set us on a continuing course
to improve the health of our economy."

The press conference, attended by members of the national and
international media, addressed the deal reached by the Senate on
temporarily extending the debt ceiling and ending the current
government shut down.  It also underscored the need for lawmakers
to find common ground and create long-term legislation that will
address the nation's current debt crisis.

"[Wednes]day's Senate compromise is a step in the right direction
for leaders in Washington, but one that came too late.  When
Congress resorts to crisis-control governance, our nation's
economy and global image suffer.  As we move forward in the coming
weeks and debate measures for debt reduction, it is our hope that
good policy will outweigh good politics," said USHCC Chairman Marc
Rodriguez.

                         About the USHCC

Founded in 1979, the USHCC -- http://www.USHCC.com-- actively
promotes the economic growth and development of Hispanic
entrepreneurs and represents the interests of over 3 million
Hispanic owned businesses across the United States that contribute
in excess of $465 billion to the American economy each year.  It
also serves as the umbrella organization for more than 200 local
Hispanic chambers and business associations in the United States
and Puerto Rico.


* TMA Elects Honorable Kevin J. Carey as 2014 President
-------------------------------------------------------
The Turnaround Management Association (TMA) on Oct. 10 announced
the election of Hon. Kevin J. Carey, U.S. Bankruptcy Court,
District of Delaware, as the 2014 TMA President at The TMA Annual
on October 3 at the Marriott Wardman Park in Washington, D.C.  His
term as president begins January 1, 2014.

"I am grateful to be chosen to lead such a multi-faceted
organization comprised of the full continuum of restructuring and
distressed investing professionals," said Judge Carey.  "I am
honored to be the first bankruptcy judge to serve as president and
to have this opportunity to contribute outside of the courtroom.
I look forward to building upon the success of my predecessors."

Judge Carey was appointed to his current role in December 2005
after previously serving as a U.S. Bankruptcy Judge for the
Eastern District of Pennsylvania since 2001.  Judge Carey began
his legal career as a law clerk, and then served as Clerk of Court
of the Bankruptcy Court for the Eastern District of Pennsylvania.
Prior to taking the bench, he was a partner and member of the
Financial Services Department of Fox, Rothschild, O'Brien &
Frankel, LLP, where he represented financial institutions,
corporate creditors, landlords, and debtors in bankruptcy,
workouts, and financing matters.  Judge Carey received his B.A.
from The Pennsylvania State University and his J.D. from the
Villanova University School of Law.

Current TMA President Thomas M. Kim, CTP, managing director and
founder of r2 advisors llc, transitions to chairman in 2014,
taking over for Ronald R. Sussman, partner, Cooley LLP, who moves
to immediate past chair.

A Certified Turnaround Professional with more than 20 years of
experience with underperforming businesses, Mr. Kim focuses on the
middle-market.  Prior to founding r2 advisors llc, Mr. Kim worked
for a private investment company that targeted special assets
transactions.  Although retired from law practice since 2001,
Mr. Kim began his professional career as a bankruptcy lawyer.

Joining Judge Carey, Kim, and Sussman on the 2014 TMA Executive
Board are:

Corporate Secretary - Andrew M. Toft, Andrew M. Toft Attorney at
Law

Vice President of Chapter Relations - Richard Bochicchio, Sterling
National Bank

Vice President of Communications - Jonathan P. Reimche,
PricewaterhouseCoopers LLP

Vice President of Conferences - Jeffrey C. Hampton, Saul Ewing LLP

Vice President of Education - Harold D. Israel, Goldstein &
McClintock LLP

Vice President of Finance - Thomas E. Pabst, HYPERAMS LLC

Vice President of International Relations - Jukka-Pekka Joensuu,
PricewaterhouseCoopers LLP

Vice President of Membership - Mette H. Kurth, Arent Fox LLP

Vice President of Certification - Bernadette M. Barron, CTP,
Barron Business Consulting

Member-At-Large - David F.W. Cohen, Gowling Lafleur Henderson LLP

Member-At-Large - Michael E. Imber, Alvarez & Marsal

Member-At-Large - Kenneth R. Yager, Newpoint Advisors Corporation

Chapter Resource & Response Committee Chair - Milly Chow, Blake
Cassels & Graydon LLP

Chapter Presidents' Council Chair - Richard S. Infantino, Deloitte
CRG

Ex-Officio Member/TMA CEO - Gregory J. Fine, CAE

In addition, the vice chair of the Chapter Presidents' Council and
three chapter member-at-large positions will be determined later
this year.

Each of these board members is also part of the 2014 TMA Board of
Trustees.  They are joined by 27 additional members.

           About the Turnaround Management Association

The Turnaround Management Association -- http://www.turnaround.org
-- is the leading organization dedicated to turnaround management,
corporate restructuring, and distressed investing.  Established in
1988, TMA celebrates its 25th anniversary with more than 9,000
members in 48 chapters worldwide, including 31 in North America.
Members include turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
executive recruiters, and consultants, as well as academic,
government, and judicial employees.


* Business Travel at Risk From Shutdown & Threat of Default
-----------------------------------------------------------
Business travel spending is expected to see a robust year in 2014
fueled by steady corporate profits, increases in business
investment and an improving U.S. economy.  However, the ongoing
government shutdown and potential default could derail progress
and is already impacting business travel sentiment.

The final GBTA BTI(TM) Outlook - United States of the year,
sponsored by Visa, Inc., forecasts that total U.S. business travel
spending should grow by 7.2% in 2014, reaching $288.8 billion.
Reversing a 2013 decline in trip volume, total trips taken should
grow by 1.6% to 459.2 million.  But a GBTA survey of more than 250
business travel professionals released Friday finds that
two-thirds of respondents (66%) are concerned that their business
will be negatively impacted by a shutdown longer than one week.  A
potential U.S. government default is a serious concern for 59% of
respondents.

"The business travel industry is a key driver of the U.S. economy,
and business travel is looking at a strong rebound year in 2014.
The current government shutdown and potential default couldn't
have come at a worse time.  Just as we're finally turning a
corner, all of these gains are being put at risk," said
Michael W. McCormick, GBTA executive director and COO.  "We
strongly urge Congress to recognize the damage caused by these
unnecessary disruptions to U.S. business travel and keep our
country open for business."

"Business travel spend is also a leading indicator of employment
growth by one to two quarters.  Clearly, the GBTA outlook for 2014
should bode well for the job market, but it all depends on whether
our elected leaders can keep the economy on track," Mr. McCormick
added.

To date, 40% of respondents say the shutdown has already impacted
them, their company and or their company's employees.  Of those
who reported feeling an effect, the top three impacts were:

   -- Cancelled meeting or business opportunities in the United
States - 57%

   -- Increased uncertainty about the economy - 57%

   -- Cancelled bookings - 50%

Specific examples of the shutdown's impact on business travel
professionals are included below.

2014 Outlook is Positive - For Now

GBTA currently expects that 2014 spending will be strong across
all categories of business travel:

   -- International outbound spending should increase by 12.4% to
$36.6 billion on a 7.2% increase in trips.

   -- Group travel spending should increase by 7.2% to $124.1
billion on a 1.5% increase in trips.

"If we can keep our economy on track, we should see robust
international outbound growth, and emerging markets in regions
like Latin America, Asia and the Middle East should see a growing
percentage of U.S. traffic.  The outlook for meetings is also a
positive sign, because these are longer-lead spending decisions
that businesses only make if they're feeling more confident about
the direction of the economy and their own growth prospects,"
McCormick added.

In 2014, both international outbound travel and the meetings and
events sector are forecast to turn in their strongest growth since
2011, as shown in the following chart:

(all figures in billions)

                                        2011   2012   2013   2014
International OutboundSpending          $31.8  $32.1  $32.6  $36.6
International OutboundPercentage Growth 9.2%   0.8%   1.5%   12.4%
Group Spending                         $107.7 $111.3 $115.7 $124.1
Group Spending Percentage Growth        7.2%   3.3%   4.0%   7.2%


"As the world's largest business travel market, the forecasted
growth in the U.S. market in 2014 is good news for business travel
industry buyers and suppliers," said Tad Fordyce, head of global
commercial solutions at Visa, Inc.

                  GBTA BTI: Picking Up Momentum

The GBTA BTI(TM) is a proprietary index of business travel
activity. Growth in the index picked up over the first two
quarters of 2013 and should continue to gain momentum over the
forecast horizon.  The index is expected to continue rising,
reaching 127 by the end of 2013.

While some of the gains in 2013 can be attributed to price growth
in hotel costs and airfares, GBTA expects real travel spending
growth to be stronger in 2014, represented by an increase in the
BTI to 136 by year-end 2014.

Examples of Shutdown Impact

The chart below shows examples of the impact of the shutdown
provided by survey respondents:

        Impact                        Example
        Lost Employees                "Our company has forced
support/administrative employees to take leave until other direct
client facing employees return to work."

                                      "Some of our employees are
government contractors who were issued a stop work order. They may
not be paid when they get back."

        Cancelled Bookings            "Loss of room night revenue
due to cancelled meetings...and loss of room night revenue due to
famed attractions being closed."

        Cancelled Meetings            "We do installation for
government suppliers and those meetings are cancelled because
government orders are stopped for the time being."

        Delays in Passports and Visas "Concern it may have impact
on ability to get rush visas, passports for our international
travelers."

The GBTA BTI(TM) Outlook - United States report is available
exclusively to GBTA members by clicking here and non-members may
purchase the report through the GBTA Foundation by emailing
pyachnes@gbtafoundation.org

         About the GBTA BTI(TM) Outlook - United States

The GBTA BTI(TM) Outlook - United States projects aggregate
business travel trends over the next eight quarters.  The report
includes key buy-side metrics such as total business travel volume
and spending, plus supply-side projections of changes in costs,
across both transient and meetings travel. Releases are published
on the second Tuesday of each quarter.

The GBTA BTI(TM) Outlook uses an econometric model to better
inform the forecast process.  The model explicitly relates
measures of business trip volume and spending, sourced from D.K.
Shifflet & Associates to key economic and market drivers of
business travel including: U.S. Gross Domestic Product (GDP) and
its components, U.S. Corporate Profits and Cash Flow, U.S.
Employment & Unemployment, ISM Business Sentiment Index, Key
Travel Components of CPI (airfare, lodging, food away from home,
rental cars, fuel, transportation), among other components.

                    About the GBTA Foundation

The GBTA Foundation -- http://www.gbta.org/foundation-- is the
education and research foundation of the Global Business Travel
Association (GBTA), the world's premier business travel and
corporate meetings organization.  Collectively, GBTA's 6,000-plus
members manage over $340 billion of global business travel and
meetings expenditures annually.  GBTA provides its network of
21,000 business and government travel and meetings managers, as
well as travel service providers, with networking events, news,
education & professional development, research, and advocacy.  The
foundation was established in 1997 to support GBTA's members and
the industry as a whole.  As the leading education and research
foundation in the business travel industry, the GBTA Foundation
seeks to fund initiatives to advance the business travel
profession.  The GBTA Foundation is a 501(c)(3) nonprofit
organization.


* National Credit Default Rates Slightly Up in September 2013
-------------------------------------------------------------
Data through September 2013, released on Oct. 15 by S&P Dow Jones
Indices and Experian for the S&P/Experian Consumer Credit Default
Indices, a comprehensive measure of changes in consumer credit
defaults, showed increase in national default rates during the
month.  The national composite was 1.38% in September, slightly up
from 1.34% posted in August.  The first mortgage default rate was
1.28% this month, up from 1.23% posted last month.  The second
mortgage posted 0.69% in September, up from 0.57% August rate.
The auto loan default rate reported 1.15% in September, up from a
1.11% previous month level. The bank card rate posted 3.14% in
September; marginally up from 3.12% August rate.

"Consumer credit quality continues to look healthy," says
David M. Blitzer, Managing Director and Chairman of the Index
Committee for S&P Dow Jones Indices.  "The indices remain at pre-
financial crisis levels and are stable.  The national composite
and the first mortgage were slightly up in September; they were
1.38% and 1.28%, marginally up from the recent lows posted last
month.  The second mortgage posted 0.69%, twelve basis points up
from its August level.  Auto loan default rate was 1.15%, four
basis points up from the last month.  Bank card default rate was
3.14%, marginally up from the last month low. All loan types
remain below their respective levels a year ago.

"Two cities, New York and Dallas, saw their default rates rise in
September while three cities -- Chicago, Los Angeles and Miami --
saw decreases.  All moves were small.  The spread between the
highest rate (Miami at 2.11%) and the lowest one (Dallas at 1.23%)
is getting smaller."

The table below summarizes the September 2013 results for the
S&P/Experian Credit Default Indices.  These data are not
seasonally adjusted and are not subject to revision.

        S&P/Experian Consumer Credit Default Indices
        National Indices
        Index           Sept 2013      Aug 2013      Sept 2012
                        Index Level    Index Level   Index Level
        Composite       1.38           1.34          1.46
        First Mortgage  1.28           1.23          1.36
        Second Mortgage 0.69           0.57          0.64
        Bank Card       3.14           3.12          3.70
        Auto Loans      1.15           1.11          1.11
        Source: S&P/Experian Consumer Credit Default Indices
        Data through September 2013

The table below provides the S&P/Experian Consumer Default
Composite Indices for the five MSAs:


        Metropolitan     Sept 2013      Aug 2013      Sept 2012
        Statistical Area Index Level    Index Level   Index Level
        New York         1.38           1.21          1.28
        Chicago          1.77           1.83          1.82
        Dallas           1.23           1.13          1.03
        Los Angeles      1.38           1.44          1.45
        Miami            2.11           2.19          2.48
        Source: S&P/Experian Consumer Credit Default Indices
        Data through September 2013

                  About S&P Dow Jones Indices

S&P Dow Jones Indices LLC -- http://www.spdji.com-- is a part of
McGraw Hill Financial.  It is the world's largest, global resource
for index-based concepts, data and research.  Home to iconic
financial market indicators, such as the S&P 500(R) and the Dow
Jones Industrial Average(TM), S&P Dow Jones Indices LLC has over
115 years of experience constructing innovative and transparent
solutions that fulfill the needs of investors.  More assets are
invested in products based upon our indices than any other
provider in the world.  With over 830,000 indices covering a wide
range of asset classes across the globe, S&P Dow Jones Indices LLC
defines the way investors measure and trade the markets.

                         About Experian

Experian -- http://www.experianplc.com-- is a global information
services company, providing data and analytical tools to clients
around the world.  The Group helps businesses to manage credit
risk, prevent fraud, target marketing offers and automate decision
making.  Experian also helps individuals to check their credit
report and credit score, and protect against identity theft.

Experian plc is listed on the London Stock Exchange (EXPN) and is
a constituent of the FTSE 100 index.  Total revenue for the year
ended March 31, 2013 was US$4.7 billion.  Experian employs
approximately 17,000 people in 40 countries and has its corporate
headquarters in Dublin, Ireland, with operational headquarters in
Nottingham, UK; California, US; and S?o Paulo, Brazil.


* Z Capital Appoints William Monagle as Chief Operating Officer
---------------------------------------------------------------
Z Capital Partners, L.L.C., a private equity firm that makes
controlling investments in companies in need of revitalization or
restructuring, on Oct. 15 disclosed that William J. Monagle, Jr.
has been named Chief Operating Officer. Mr. Monagle has served as
Managing Director at Z Capital and been a member of the
Investment/Operational Team since November 2012.

"Bill brings to this role more than two decades of leadership and
investment experience in analyzing private markets as well as
proven expertise in tax and accounting related issues," said
James J. Zenni, President and Chief Executive Officer of
Z Capital.  "Bill is a seasoned operations professional and I have
the utmost confidence he will transition seamlessly to our
executive leadership team while continuing to successfully execute
on our distressed for control private equity strategy."

"I am thrilled to be taking on this new role at Z Capital," said
Mr. Monagle.  "I look forward to continuing to build on the firm's
strong track record and stellar reputation of delivering superior
returns to investors."

Prior to joining Z Capital, Mr. Monagle was a Partner and Senior
Strategist with NEPC and had responsibility for the firm's private
markets research, manager search -- due diligence activities and
performance monitoring efforts.  Mr. Monagle was also a member of
the Partners Research Committee, Alternative Due Diligence
Committee and the Real Assets-Infrastructure practice.  Prior to
his time at NEPC, Mr. Monagle was the Managing Director-Private
Equity Research at Rogerscasey.  He developed private equity
investment structures for the firm's clients and was responsible
for the firm's monitoring of approximately 150 private equity
funds. Mr. Monagle authored the firm's quarterly private equity
market reviews and developed the firm's private equity educational
presentation.

Mr. Monagle received an M.S. degree in Taxation from Bentley
College and received a B.S.B.A degree majoring in Accounting from
Northeastern.  He is a certified public accountant and a chartered
global management accountant.  Bill is a member of the AICPA and
the MSCPA.

                    About Z Capital Partners

Z Capital Partners, L.L.C. -- http://www.zcap.net-- is a private
equity firm with approximately $1.1 billion of regulatory assets
and committed capital under management that makes constructive,
control investments in distressed middle-market companies that
require turnaround, restructuring, or bankruptcy or are otherwise
special situations.  Z Capital invests in companies challenged by
the need to effect immediate changes to their financial structure
and or business model.  Industries in which the principals of Z
Capital have invested include consumer products, steel, steel
processors, agriculture, gaming, leisure - real estate,
manufacturing, specialty services and automotive.  Z Capital
portfolio companies currently have aggregate worldwide annual
revenues of approximately $3 billion, sell products in 98
countries, and employ 26,000 associates directly and through joint
ventures.  Z Capital specializes in managing assets in the
distressed private equity / special situations and leveraged
finance universe Z Capital's investors include prominent global
endowments, pension funds, insurance companies, foundations,
family offices, wealth management firms and other financial
institutions.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Nilkanth, Inc.
   Bankr. D. Ariz. Case No. 13-17266
     Chapter 11 Petition filed October 2, 2013
         See http://bankrupt.com/misc/azb13-17266.pdf
         represented by: Eric Slocum Sparks, Esq.
                         ERIC SLOCUM SPARKS, P.C.
                         E-mail: law@ericslocumsparkspc.com

In re Pilamaya, LLC
        dba Kala Spring Spa
   Bankr. D. Conn. Case No. 13-51555
     Chapter 11 Petition filed October 2, 2013
         See http://bankrupt.com/misc/ctb13-51555.pdf
         represented by: Ellery E. Plotkin, Esq.
                         LAW OFFICES OF ELLERY E. PLOTKIN, LLC
                         E-mail: EPlotkinJD@aol.com

In re Honest Irrigation & Landscaping, LLC
   Bankr. M.D. Fla. Case No. 13-12269
     Chapter 11 Petition filed October 2, 2013
         See http://bankrupt.com/misc/flmb13-12269.pdf
         represented by: Jeffrey Ainsworth, Esq.
                         LAW OFFICE OF ROBET B. BRANSON, P.A.
                         E-mail: jeff@bransonlaw.com

In re Lloyd Norfleet
   Bankr. S.D. Fla. Case No. 13-33798
      Chapter 11 Petition filed October 2, 2013

In re Glynn Frederick
   Bankr. W.D. La. Case No. 13-51173
      Chapter 11 Petition filed October 2, 2013

In re Boston by Segway, Inc.
   Bankr. D. Mass. Case No. 13-15849
     Chapter 11 Petition filed October 2, 2013
         See http://bankrupt.com/misc/mab13-15849.pdf
         represented by: Antonio Sambrano, Esq.
                         LAW OFFICE OF ANTONIO SAMBRANO
                         E-mail: asambrano@msn.com

In re Vibert Frederick
   Bankr. D. Nev. Case No. 13-18422
      Chapter 11 Petition filed October 2, 2013

In re LifeHealth Science, LLC
   Bankr. N.D. Ohio Case No. 13-16985
     Chapter 11 Petition filed October 2, 2013
         See http://bankrupt.com/misc/ohnb13-16985.pdf
         represented by: Harry W. Greenfield, Esq.
                         BUCKLEY KING, LPA
                         E-mail: bankpleadings@bucklaw.com

In re Andrew Twigg
   Bankr. W.D. Pa. Case No. 13-24161
      Chapter 11 Petition filed October 2, 2013

In re Nieves & Cia., Inc.
   Bankr. D. P.R. Case No. 13-08204
     Chapter 11 Petition filed October 2, 2013
         See http://bankrupt.com/misc/prb13-08204.pdf
         represented by: Alexis Fuentes Hernandez, Esq.
                         FUENTES LAW OFFICES, LLC
                         E-mail: alex@fuentes-law.com

In re Michael Smith
   Bankr. M.D. Tenn. Case No. 13-08657
      Chapter 11 Petition filed October 2, 2013

In re Azor's Liquors
        dba J & A Wrecker Services, Inc.
            Jean Azor Property Management
   Bankr. W.D. Tenn. Case No. 13-30632
     Chapter 11 Petition filed October 2, 2013
         See http://bankrupt.com/misc/tnwb13-30632.pdf
         represented by: TeShaun David Moore, Esq.
                         TD MOORE LAW FIRM
                         E-mail: tmoore@tdmoorelawfirm.com

In re Food Equipment Specialists, Inc.
   Bankr. S.D. Tex. Case No. 13-36241
     Chapter 11 Petition filed October 2, 2013
         See http://bankrupt.com/misc/txsb13-36241.pdf
         represented by: Calvin C. Braun, Esq.
                         ORLANDO & BRAUN, LLP
                         E-mail: calvinbraun@orlandobraun.com

In re Evergreen Hematology & Oncology, P.S.
   Bankr. E.D. Wash. Case No. 13-03919
     Chapter 11 Petition filed October 2, 2013
         See http://bankrupt.com/misc/waeb13-03919.pdf
         represented by: Kevin O?Rourke, Esq.
                         SOUTHWELL & O'ROURKE, P.S.
                         E-mail: kevin@southwellorourke.com

In re Belltown Group, LLC
   Bankr. W.D. Wash. Case No. 13-18807
     Chapter 11 Petition filed October 2, 2013
         See http://bankrupt.com/misc/wawb13-18807.pdf
         represented by: Patrick H. Brick, Esq.
                         E-mail: bricklaw@msn.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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