TCR_Public/131021.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 21, 2013, Vol. 17, No. 292


                            Headlines

1ST FINANCIAL: Treasury to Sell Pref. Shares to First-Citizens
2279-2283 THIRD: Hearing on Plan Confirmation Adjourned to Nov. 14
ABERDEEN LAND II: CDD and U.S. Bank Object to Disclosure Statement
ABERDEEN LAND II: Files 1st Amended Plan and Disclosure Statement
ACASTI PHARMA: Incurs C$3.2-Mil. Net Loss in August 31 Quarter

ACE CASH: Moody's Affirms B3 CFR & Sr. Secured Debt Rating
AFA INVESTMENT: 2nd Lien Lenders Consent to Cash Use Until Oct. 23
AMERICAN AIRLINES: Democratic Lawmakers Urge DOJ to Drop Lawsuit
AMERICAN AIRLINES: Judge Greenlights $785MM in Aircraft Financing
AMERICAN ENERGY: Incurs $79,419 Net Loss in Fiscal 2013

AOXING PHARMA: Incurs $17.3-Mil. Net Loss in Fiscal 2013
APACHE JUNCTION: Case Summary & 20 Largest Unsecured Creditors
ARCH COAL: Bank Debt Trades at 4% Off
ARI-RC: Sec. 341 Meeting Rescheduled to Oct. 31
ATP OIL: Gets Final Approval to Sell Netherlands Unit's Shares

ATP OIL: Settlement With Anadarko Petroleum, et al., Approved
AUDATEX NORTH: Moody's Rates New Sr. Unsecured Debentures 'Ba2'
AUDATEX NORTH: S&P Assigns 'BB-' Rating to $400MM Sr. Unsec. Notes
AURORA DIAGNOSTICS: S&P Lowers Corporate Credit Rating to 'CCC+'
BERNARD L. MADOFF: Ex Workers Chose Freedom Fight over Plea Deal

BOLDFACE GROUP: Friedman LLP Raises Going Concern Doubt
BRIGHTSTAR CORP: Moody's Puts Ba3 CFR on Review for Upgrade
BUILDERS GROUP: CPG/GS PR Continues to Bar Cash Collateral Use
CAESARS ENTERTAINMENT: Signs $2.7 Billion Credit Facilities
CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off

CALPINE CORPORATION: Moody's Rates New $570MM Secured Notes 'B1'
CAPITOL BANCORP: Ross Sees Ch. 11 as Venue for Bank Acquisitions
CAPITOL CITY: George Andrews Quits as President and CEO
CENTENNIAL BEVERAGE: Can Use Lender's Cash Collateral 'til Oct. 31
CHA CHA ENTERPRISES: Can Use WF's Cash Collateral Until Oct. 27

CHA CHA ENTERPRISES: Plan Filing Extension Hearing Set for Nov. 8
CHECKOUT HOLDINGS: Moody's Affirms B2 Corp. Family Rating
CHEYENNE HOTELS: Can Access Bank's Cash Collateral Until Oct. 31
CHINESEINVESTORS.COM: Reports $1,767 Net Income in Aug. 31 Quarter
CHURCH STREET: Trustee Sues to Recover $1MM From King & Spalding

CIRCUIT CITY: LCD Makers Look to Trim Antitrust Claims
CKB: US SEC Halts Pyramid Scheme Targeting Asian-Americans
CLEAR CHANNEL: Bank Debt Trades at 5% Off
CLOUD MEDICAL: S.E.Clark & Company Raises Going Concern Doubt
CONTECH HOLDINGS: S&P Assigns 'B' CCR & Rates Sr. Sec. Loan 'BB-'

CONTINENTAL BUILDING: S&P Assigns 'B' CCR; Outlook Stable
COUNTRYWIDE FINANCIAL: Former Exec Denies Scheme to Mislead Buyers
CUE & LOPEZ: Employs Charles A. Cuprill as Bankruptcy Counsel
CUE & LOPEZ: Taps Carrasquillo as Financial Consultant
CUMULUS MEDIA: Selling 16.4 Million Class A Shares at $5 Apiece

DETROIT, MI: DOJ Defends Constitutionality of Chapter 9 Bankruptcy
DETROIT, MI: Legality of Bankruptcy Argued in Court
DETROIT, MI: Mich. Says Funding State Court Is City's Problem
DOLE FOOD: Moody's Affirms B3 CFR & Rates New $275MM Notes Caa1
DVI INC: 2nd Circ. Frees Deloitte From $300MM Malpractice Suit

EDISON MISSION: Ch. 11 Doesn't Bar Enviro Action, Judge Told
EMPIRE DIE: Case Summary & 20 Largest Unsecured Creditors
ENERGY FUTURE: Green Groups Seek Mine Clean Up Assurances
ENERGYSOLUTIONS INC: Inks 3rd Amendment to JPMorgan Facility
EQUIHOME MORTGAGE: Reed Smith Can't Shake Malpractice Suit

EXCEL MARITIME: Can Employ Ernst & Young for Restructuring Advice
EXCELITAS TECH: Moody's Affirms 'B3' CFR & Rates $580MM Loan 'B1'
EXIDE TECHNOLOGIES: Wins Sole Plan Filing Right Through May 2014
EXIDE TECHNOLOGIES: Creditors' Panel Can Hire Ashurst as Counsel
EXIGEN (USA) INC: Case Summary & 20 Largest Unsecured Creditors

EXOPACK HOLDINGS: S&P Affirms 'B' Rating on Loan Facilities
FIRST DATA: Inks Pact to Refinance Holding Company Debt
FLETCHER INTERNATIONAL: Case Trustee Hires Special Consultant
FRESH & EASY: U.S. Trustee Forms Five-Member Creditors Committee
FURNITURE BRANDS: Claims Bar Date Set for March 10

GIORDANO'S ENTERPRISES: Seyfarth Shaw Sued Over Ch. 11 Advice
GLOBAL CASINOS: Incurs $3.1-Mil. Net Loss in Fiscal 2013
GREAT PLAINS: Court Schedules Nov. 22 Disclosure Statement Hearing
GREAT PLAINS: Hearing on WF Stay Relief Bid Continued to Nov. 22
GREAT PLAINS: Hearing on WF Conversion Motion Continued to Nov. 22

HIGH MAINTENANCE: Wants Plan Filing Period Extended to Jan. 6
IFEC LP: Case Summary & 20 Largest Unsecured Creditors
IL CASTELLO: Restaurant & Catering Hall Auction on Wed., Oct. 23
J.C. PENNEY: Bank Debt Trades at 3% Off
JCK HOTELS: Bankruptcy Case Closed, Sept. 26 Hearing Terminated

JEFFERSON COUNTY, AL: Nov. 12 Hearing to Confirm Plan
JOHN D. OIL: Nov. 22 Hearing to Approve Plan Outline
KBI PHARMA: Objections to Bid to Extend Schedules Filing Due Tues.
KINGS PROFESSIONAL: Bankruptcy Court Closed Chapter 11 Case
KSL MEDIA: U.S. Trustee Appoints Official Creditors Committee

KSL MEDIA: Hires Grobstein Teeple as Financial Advisors
LANKY'S INC: Case Summary & 5 Largest Unsecured Creditors
LESLIE'S POOLMART: Moody's Affirms B3 CFR & B2 Secured Loan Rating
MACCO PROPERTIES: Committee Backs Chapter 7 Case Conversion
MARITIME TELECOMMUNICATIONS: S&P Lowers CCR to 'B-'

METALDYNE LLC: Moody's Affirms 'B1' CFR & Upsized Term Loan Rating
METALDYNE LLC: S&P Retains 'B+' Rating Following $100MM Add-On
MF GLOBAL: Execs Say Trustee Can't Sue If Customers Get Paid
MOHEGAN TRIBAL: Moody's Rates $715MM Credit Facility 'B2'
MONTREAL MAINE: Rail Disaster Victims May Form Committee

MONTREAL MAINE: May Use Sale Proceeds to Pay for Admin. Fees
MPG OFFICE: Closes Merger with Brookfield
MSD PERFORMANCE: Files Schedules of Assets and Liabilities
NATURAL PORK: Oct. 22 Hearing on Bid to Extend Exclusivity
NEW ENERGY: Committee Say Randall Chrobot Violated Automatic Stay

NORSE ENERGY: US Subsidiaries Convert to Chapter 7 Liquidation
NORTH TEXAS BANCSHARES: Get Bidder for Dallas Bank, Seek Ch. 11
OCEAN 4660: Has Interim OK to Use Cash Collateral Until Nov. 8
OCEANSIDE MILE: Case Summary & 15 Largest Unsecured Creditors
OCZ TECHNOLOGY: Incurs $26.1-Mil. Net Loss in Q2 Ended Aug. 31

OGX PETROLEO: CEO Ouster May Open Door for Bankruptcy Filing
OLD SECOND: To Release Third Quarter Results on October 23
ORMET CORP: Emergency Wind Down Approval Sought
OVERSEAS SHIPHOLDING: To Retain Mullin Hoard Under Hybrid Fee Deal
P2 UPSTREAM: Moody's Assigns 'B3' CFR & Rates 1st Lien Debt 'B1'

PATRIOT COAL: Settlement Approval Sought
PREFERRED PROPPANTS: S&P Lowers Corporate Credit Rating to 'CCC'
PULSAR PUERTO RICO: Ch. 7 Trustee Loses Bid to Amend AT&T Ruling
QUANTUM LEAP: Voluntary Chapter 11 Case Summary
R. RIDGE LP: Case Summary & 20 Largest Unsecured Creditors

RESIDENTIAL CAPITAL: Court Approves $100-Mil. Securities Deal
REVSTONE INDUSTRIES: Unit OK'd to Probe Creditor
RGR WATKINS: Files Schedules of Assets and Liabilities
ROBERY WALLACH: Toy, Art & Collectible Auction on Tues., Oct. 22
ROCKPOINT HOLDINGS: Creditors' Meeting Continued Sine Die

ROSEVILLE SENIOR: Sec. 341 Creditors' Meeting Set for Nov. 13
RURAL/METRO CORP: Argonaut Objects to Disclosure Statement
RURAL/METRO CORP: Workers Seek $40 Million in Wages
SAN BERNARDINO, CA: CalPERS Objection to Ch. 9 Eligibility Nixed
SAN JOSE, CA: Mayor Launches Pension Reform Initiative

SANDY CREEK: Moody's Rates $1.05-Bil. Secured Term Loan 'Ba3'
SAVE MOST: Court Dismisses Chapter 11 Bankruptcy Case
SAVIENT PHARMACEUTICALS: Gets Nod to Fund Sale with Cash
SAVIENT PHARMACEUTICALS: Meeting to Form Committee on Oct. 24
SEVEN ARTS: Hall Group Raises Going Concern Doubt

SHERIDAN GROUP: Terminates Registration of 12.5% Senior Notes
SIOUX RESTAURANTS: Voluntary Chapter 11 Case Summary
SL GREEN: Fitch Affirms 'BB+' Issuer Default Rating
SPRINGLEAF HOLDINGS: Moody's Assigns B3 Corp. Family Rating
ST. JOSEPH HOSPITAL: Moody's Puts Ba1 CFR on Review for Downgrade

STANFORD GROUP: SEC Lawyer Argues Victims Were SIPC "Customers"
STELERA WIRELESS: Committee Wants to Terminate Exclusivity
SURTRONICS INC: Bankr. Administrator Balks at Keith Johnson Hiring
SURTRONICS INC: Shumaker Loop Approved as Bankruptcy Counsel
TOMMY MOORE'S CAFE: U.S. Trustee Seeks Case Dismissal

TXU CORP: 2017 Bank Debt Trades at 33% Off
TXU CORP: 2014 Bank Debt Trades at 33% Off
UNI CORE: Incurs $14.1-Mil. Net Loss in Fiscal 2013
UNIVERSITY GENERAL: Enters Next Stage in Development of Hospital
UPFRONT PRODUCTIONS: Case Summary & 20 Top Unsecured Creditors

UPTOWN BUSINESS: Chapter 11 Case Dismissed
USG CORPORATION: Fitch Affirms 'B' LT Issuer Default Rating
VITERA HEALTHCARE: S&P Assigns 'B' CCR & Rates $390MM Loan 'B+'
WALTER ENERGY: Bank Debt Trades at 4% Off
WEST 380: Files Motion to Dismiss Case

WINDMILL DURANGO: Defends Flangas McMillan Hiring
WP CPP HOLDINGS: Moody's Affirms 'B2' CFR & 'B1' Sr. Secured Debt
WP CPP HOLDINGS: S&P Affirms B Corp. Credit Rating; Outlook Stable
WRS REAL ESTATE: Temporary Receiver Appointed
ZIMMERMANN PROPERTIES: Case Summary & 5 Top Unsecured Creditors

* Fitch Says Global Insurance Capital Standard Adds Uncertainty
* U.S. Government Reopens after Congress Passes Budget Deal
* JPMorgan Expected to Admit Fault in "London Whale" Trading Loss

* BOND PRICING -- For Week From Oct. 14 to 18, 2013

                            *********

1ST FINANCIAL: Treasury to Sell Pref. Shares to First-Citizens
--------------------------------------------------------------
1st Financial Services Corporation, its wholly-owned subsidiary,
Mountain 1st Bank & Trust Company, and First-Citizens Bank & Trust
Company, previously entered into an Agreement and Plan of Merger.
The Merger Agreement provides that 1st Financial and Mountain 1st
will, on the terms and subject to the conditions set forth in the
Merger Agreement, merge with and into First-Citizens, so that
First-Citizens will be the surviving banking corporation in the
merger.  The Merger Agreement also provides that, at the effective
time of the Merger:

   (i) each share of common stock, par value $5.00 per share, of
       1st Financial issued and outstanding immediately before the
       Effective Time; and

  (ii) each share of Fixed Rate Cumulative Perpetual Preferred
       Stock, Series A, of 1st Financial issued and outstanding
       immediately before the Effective Time will be converted
       into the right to receive a cash payment.

At the request of the United States Department of the Treasury,
and as a means of effectuating the Merger, 1st Financial and
First-Citizens have entered into a Securities Purchase Agreement
dated as of Oct. 15, 2013, with Treasury, which provides for the
sale by Treasury to First-Citizens, and the purchase by First-
Citizens from Treasury, of all outstanding shares of 1st Financial
Preferred Stock and Treasury's warrant immediately prior to the
closing of the Merger.

The TARP Securities Purchase Agreement does not increase or
decrease the amount of the cash payments to be paid by First-
Citizens in exchange for the 1st Financial Common Stock and the
1st Financial Preferred Stock.

The TARP Securities Purchase Agreement contains customary
provisions for a securities purchase agreement, and detailed
representations, warranties and covenants of First-Citizens, 1st
Financial and Treasury, including certain restrictions on the
acceleration, vesting, enhancement or increase in the payments or
benefits that would otherwise become due as a result of the
consummation of the Merger to any of 1st Financial's current or
former executive officers.  In order to comply with the foregoing
restrictions, the Boards of Directors of 1st Financial and
Mountain 1st have amended the employment agreements and the salary
continuation agreements of two of 1st Financial's executive
officers, Mr. Vincent K. Rees and Ms. Peggy H. Denny, and Mr. Rees
and Ms. Denny have each executed an agreement acknowledging these
amendments.

On Oct. 15, 2013, 1st Financial, Mountain 1st, and First-Citizens
amended and restated the Merger Agreement in order to modify
certain of the terms and conditions in the Merger Agreement to
reflect the existence and effect of the TARP Securities Purchase
Agreement.

1st Financial, Mountain 1st and First-Citizens anticipate that the
Merger will close no later than the first quarter of 2014, subject
to customary closing conditions, including regulatory approvals
and approval of 1st Financial's shareholders.

A copy of the Agreement and Plan of Merger is available at:

                         http://is.gd/mg8epa

                        About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

In its 2012 Consent Order, the Bank agreed to achieve and maintain
a Tier 1 capital ratio of 9.0 percent and a total risk-based
capital ratio of 12.0 percent by June 30, 2012.

"At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53%
and the total risk-based capital ratio was 12.21%.  We notified
the bank regulatory agencies that one of the two capital ratios
would not be achieved and are continuing our efforts to meet and
maintain the required regulatory capital levels and all of the
other consent order issues for the Bank," the Company said in its
annual report for the year ended Dec. 31, 2012.

First Financial disclosed a net loss attributable to common
shareholders of $9.44 million in 2012, a net loss attributable to
common shareholders of $24.21 million in 2011 and a net loss
attributable to common shareholders of $10.45 million in 2010.
The Company's balance sheet at June 30, 2013, showed $692.08
million in total assets, $673.09 million in total liabilities and
$18.98 million in total stockholders' equity.

Crowe Horwath LLP, in Louisville, Kentucky, said in its report on
the consolidated financial statements for the year ended Dec. 31,
2012, "[T]he Company has recently incurred substantial losses,
largely as a result of elevated provisions for loan losses and
other credit related costs.  In addition, both the Company and its
bank subsidiary, First Federal Savings Bank, are under regulatory
enforcement orders issued by their primary regulators.  First
Federal Savings Bank is not in compliance with its regulatory
enforcement order which requires, among other things, increased
minimum regulatory capital ratios.  First Federal Savings Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."


2279-2283 THIRD: Hearing on Plan Confirmation Adjourned to Nov. 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned to Nov. 14, 2013, at 10 a.m., the hearing to consider:

   1. the confirmation of 2279-2283 Third Avenue Associates
      LLC's Joint Plan of Reorganization;

   2. final applications for professional compensation and
      reimbursement of expenses; and

   3. the Internal Revenue Service motion to dismiss or convert
      Chapter 11 case.

The hearing was adjourned from Oct. 16.

As reported in the Troubled Company Reporter on Aug. 26, 2013,
Judge James Peck approved the Debtor's first amended disclosure
statement explaining its Plan of Reorganization and scheduled a
hearing on Sept. 17, to consider confirmation of the Plan and
final applications for allowance of professional fees and
reimbursement of expenses.

The Plan contemplates the transfer of the property commonly known
as 2279-2283 Third Avenue, in New York, to LSV-JCR 124th LLC, as
senior lender, in full satisfaction of its Allowed Secured Claims
in the estimated amount of $14.5 million.  In consideration
thereof, the Senior Lender will: (1) fund the distributions to
creditors under the Plan, including (a) payment of all outstanding
real estate taxes and related administrative charges claimed by
the City of New York (approx. $250,000), the fees of the Debtor's
attorney (approx. $50,000) and an approximate 13.5% distribution
to holders of Allowed Unsecured Claims ($100,000); and (2) waive
its deficiency Unsecured Claim of approximately $500,000.

Under the Plan, Class 3 (Senior Lender Claim) and Class 4 (General
Unsecured Claims) are impaired and entitled to vote on the Plan.
Class 5 (Equity Interests) will receive no distributions under the
Plan and is therefore deemed to have rejected the Plan.  Classes 1
and 2 are unimpaired and conclusively deemed to have accepted the
Plan.

A full-text copy of the First Amended Disclosure Statement, dated
Aug. 9, 2013, is available for free at:

           http://bankrupt.com/misc/22792283_ds_0809.pdf

Jonathan S. Pasternak, Esq., and Jule A. Cvek, Esq., at Delbello
Donnellan Weingarten Wise & Wiederkehr, LLP, in White Plains, New
York, represent the Debtors.

                   About 2279-2273 Third Avenue

2279-2283 Third Avenue Associates LLC and 2279-2283 Third Avenue
Development LLC sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 12-13092 and 12-13093) on July 17, 2012.
Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtors
as counsel.

Third Avenue Associates owns two contiguous multi residential
buildings located at 2279-2283 Third Avenue, in New York.  Third
Avenue Development is the sole member of Associates.  The Property
is Associate's primary asset, while Development's membership
interests in Associates is its sole asset.  Debtor 2279-2283 Third
Avenue disclosed $14,839,697 in assets and $16,973,992 in
liabilities as of the Chapter 11 filing.

The managing member of each of the Debtors is Michael Waldman.  He
is also the managing member of 3210 Riverdale Associates LLC and
the managing member of the sole member of 3210 Riverdale
Development LLC, other Chapter 11 proceedings currently pending
before the SDNY Court under Case Nos. 12-11286 and 12-11109.

Third Avenue Associates obtained financing from commerce bank of
$14 million and Development obtained mezzanine financing from HSBC
Capital (USA) Inc. in the amount of $6 million.  HSBC refused to
grant additional $700,000 in financing requested by the Debtor to
fund build-outs required by the Internal Revenue Service.

The Commerce note -- which was assigned to TD Bank and then to
LSV-JCR 124th LLC -- was secured by a mortgage on the Properties,
and the HSBC obligation is secured by a mortgage on Associates'
membership interest owned by Development.

The HSBC note matured in 2011 and HSBC called the loan into
default and commenced foreclosure action.  The state court entered
an order appointing Steven Weiss as receiver of rents.  THSBC has
assigned its mezzanine note to LCP-GC LLC.

On July 3, 2012, the Debtors and their two secured lenders, LSV-
JCR 124th LLC and LCP-GC LLC entered into a settlement that
requires the Debtors to transfer ownership of the buildings to the
secured lenders through a Chapter 11 plan.

Judge James Peck oversees the Chapter 11 cases.  No trustee,
examiner or official committee has been appointed in the cases.


ABERDEEN LAND II: CDD and U.S. Bank Object to Disclosure Statement
-----------------------------------------------------------------
Aberdeen Community Development District ("CDD"), a local unit of
special purpose government, and U.S. Bank N.A. as Indenture
Trustee under that certain Master Indenture dated Oct. 1, 2005,
through their respective counsel, object to the to the "proposed"
Disclosure Statement for Plan of Reorganization of Aberdeen Land
II, LLC, filed on July 23, 2013.

According to the Objecting Parties, at their core, the Debtor's
Disclosure Statement and Proposed Plan ask the Court to
restructure municipal bond obligations (and related government
assessments) of a community development district, a statutorily
authorized unit of government, contrary to state and federal law.
"Confirmation of the Plan would require this Court to substitute
its judgment for the legislative decision-making power of the
District.  This Court cannot substitute its judgment for that of
the District as it relates to legislative decisions.  Accordingly,
the Court should not approve the Debtor's Disclosure Statement and
Plan as the terms of the Plan would necessarily violate federal
and state law."

The Objecting Parties explained: "Notwithstanding the District's
legislative discretion and the St. Johns County Circuit Court's
ultimate validation of the District's actions, the Debtor here
seeks to have the Court unilaterally rewrite the terms of the
complex, state law created, and judicially validated bond
structure governing the District's bonds.  "Such a judicially-
coerced restructuring would require an inappropriate interference
with the taxing powers and fiscal affairs of the State of Florida
and its subsidiary municipal entities and corporations including,
but not limited to, community development districts.
Additionally, the Debtor's Plan and Disclosure Statement are
legally flawed, as the documents are based on unsubstantiated
assumptions of value and incomplete and inaccurate information.
The Plan is facially unconfirmable, and the Disclosure Statement
lacks adequate information as the final assumptions and
disclosures are based upon unsubstantiated and nonbinding claim
amounts."

The District is joined by U.S. Bank N.A., as Trustee.  In light of
the objections set forth in their objection, the Objecting Parties
ask the Court to deny approval of the Disclosure Statement and
Plan.

A copy of Joint Objection to Disclosure Statement and Plan is
available at http://bankrupt.com/misc/ABERDEENLAND_ds_obj.pdf

                      About Aberdeen Land II

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

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

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

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


ABERDEEN LAND II: Files 1st Amended Plan and Disclosure Statement
-----------------------------------------------------------------
Aberdeen Land II, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida on Oct. 4, 2013, a First Amended
Disclosure Statement explaining the Debtor's First Amended Plan of
Reorganization of the Debtor, dated Oct. 4, 2013.

The Plan provides for the continued operation of the Property of
the Debtor's Estate, by and through the Reorganized Debtor in
accordance with the Plan.  Further, the Plan provides for
Cash payments to Holders of Allowed Claims in certain instances
and for the transfer of Property to certain Holders of Allowed
Secured Claims as the indubitable equivalent of such Allowed
Secured Claims, all as more particularly described in Articles 3
and 5 of the Plan.

The Plan will be implemented on the Effective Date, and the
primary source of the funds necessary to implement the Plan
initially will be the Cash of the Reorganized Debtor, the funds
available to the Reorganized Debtor from the Exit Financing and
the sales of portions or all of the Aberdeen Real Property.  At
the present time, the Debtor believes that the Reorganized
Debtor will have sufficient funds as of the Effective Date to pay
in full the expected payments required under the Plan, including
to the Holders of Allowed Administrative Claims (including
Allowed Administrative Claims of Professionals), Allowed Priority
Claims, and Allowed Claims in Classes 2A, 2B, 3C and 3D.

Cash payments to be made under the Plan after the Effective Date
to the Holders of Allowed Unsecured Claims will be derived from
the operations of Reorganized Debtor and/or from the Exit
Financing to be funded by Aberdeen, Lend, LLC, an affiliate of the
Debtor.  As set forth in the Projections, the Reorganized Debtor
will require approximately six (6) months after the Effective Date
to obtain the necessary approvals and perform the initial work
required to prepare the Aberdeen Real Property for development and
then sale in accordance herewith.

Each Holder of a Class 6 Allowed Unsecured Claim will receive Cash
from the Reorganized Debtor in an amount equal to 100% of such
Allowed Unsecured Claim, plus Postpetition Interest, on the later
of (i) the date that is six (6) months after the Effective Date,
or (ii) the date of a Final Order Allowing such Unsecured Claim.
Class 6 is Impaired by the Plan and each Holder of an Allowed
Unsecured Claim in Class 6 is entitled to vote to accept or reject
the Plan.

On the Effective Date, the legal, equitable and contractual rights
of the Holders of the Equity Interests in Class 7 will be
unaltered.  Class 7 is Unimpaired.  As a result, pursuant to
Section 1126(f) of the Bankruptcy Code, each Holder of an Equity
Interest Class 7 is conclusively deemed to have accepted the Plan
and therefore is not entitled to vote to accept or reject the
Plan.

A copy of the First Amended Disclosure Statement for First Amended
Plan of Reorganization for the Debtor is available at:

     http://bankrupt.com/misc/ABERDEEN_LAND_1amendedds.pdf

                      About Aberdeen Land II

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

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

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

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


ACASTI PHARMA: Incurs C$3.2-Mil. Net Loss in August 31 Quarter
--------------------------------------------------------------
Acasti Pharma Inc. reported a net loss of C$3.2 million on
C$266,151 of sales for the three months ended Aug. 31, 2013,
compared with a net loss of C$1.8 million on C$237,314 of sales
for the three months ended Aug. 31, 2012.

The Company's balance sheet at Aug. 31, 2013, showed
C$25.9 million in total assets, C$3.9 million in total
liabilities, and equity of C$22.0 million.

"The Corporation has incurred operating losses and negative cash
flows from operations since inception.  As at Aug. 31, 2013, the
Corporation's current liabilities and expected level of expenses
in the research and development phase of its drug candidate
significantly exceed current assets.  The Corporation's
liabilities at Aug. 31, 2013, include amounts due to Neptune of
C$2,531,414.  The Corporation plans to rely on the continued
support of Neptune to pursue its operations, including obtaining
additional funding, if required.  The continuance of this support
is outside of the Corporation's control.  If the Corporation does
not receive the continued financial support from its parent or the
Corporation does not raise additional funds, it may not be able to
realize its assets and discharge its liabilities in the normal
course of business.  As a result, there exists a material
uncertainty that casts substantial doubt about the Corporation's
ability to continue as a going concern and, therefore, realize its
assets and discharge its liabilities in the normal course of
business.

A copy of the interim financial statements of the Company for the
three and six-month periods ended Aug. 31, 2013, and 2012, is
available at http://is.gd/rhZKsX

A copy of the MD&A for the three and six-month periods ended
Aug. 31, 2013, and 2012, is available at http://is.gd/NvaKIX

Laval, Quebec, Canada-based Acasti Pharma Inc. is an emerging
biopharmaceutical company focused on the research, development and
commercialization of new krill oil-based forms of omega-3
phospholipid therapies for the treatment and prevention of certain
cardiometabolic disorders, in particular abnormalities in blood
lipids, also known as dyslipidemia. Because krill feeds on
phytoplankton (diatoms and dinoflagellates), it is a major source
of phospholipids and polyunsaturated fatty acids, mainly
eicosapentaenoic acid (EPA) and docosahexaenoic acid (DHA), which
are two types of omega-3 fatty acids well known to be beneficial
for human health.


ACE CASH: Moody's Affirms B3 CFR & Sr. Secured Debt Rating
----------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family and
Senior Secured Debt ratings of ACE Cash Express, Inc.  The outlook
is stable.

Ratings Rationale:

The Corporate Family rating reflects ACE Cash's high leverage and
profitability and operating efficiency that are lower than average
relative to peers. The rating also reflects ACE Cash's focus on
the subprime consumer financial services sector, which faces
increased regulatory scrutiny at federal, state and city levels,
as well as the company's geographic concentration in Texas. At the
same time, the company benefits from a long operating history with
an established domestic footprint and an increasingly diversified
product mix.

The outlook is stable due to Moody's expectation that ACE Cash
will successfully implement new store-focused initiatives aimed at
enhancing per store economics and will achieve higher product
profitability due to its customer base maturation during the
outlook period.

The ratings could go up if the company achieves higher sustainable
profitability levels as well as substantially lower leverage,
measured by Debt as a multiple of EBITDA.

The ratings could go down due to negative trends in profitability
or increased leverage levels, possibly due to substantial negative
regulatory or legal developments.

Based in Irving, Texas, ACE Cash is a financial services retailer
serving the underbanked consumer. As of June 30, 2013, the company
had 1,632 stores located in 35 states in the U.S. and the District
of Columbia as well as via internet in 17 states and three
provinces in Canada.


AFA INVESTMENT: 2nd Lien Lenders Consent to Cash Use Until Oct. 23
------------------------------------------------------------------
AFA Investment Inc., et al., notified the U.S. Bankruptcy Court
for the District of Delaware of the extension of deadlines
regarding interim order (i) authorizing the Debtors to use cash
collateral of the second lien secured parties and providing
adequate protection to the second lien secured parties.

On Sept. 19, 2013, the Court entered the interim order (i)
authorizing the Debtors to use cash collateral of the second lien
secured parties.

The second lien agent and the Debtors have agreed to a further
extension of the termination date under the interim cash
collateral order from Oct. 9, 2013, until Oct. 23.

                          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.


AMERICAN AIRLINES: Democratic Lawmakers Urge DOJ to Drop Lawsuit
----------------------------------------------------------------
Bart Jansen, writing for USA Today, reported that a group of 68
Democratic House members wrote to President Obama, urging the
Justice Department to drop its lawsuit against the proposed merger
of American Airline and US Airways.

According to the report, the letter dated Oct. 15 is headed by
Reps. Marc Veasey of Texas, where American is based, and Ed Pastor
of Arizona, where US Airways is based. The letter was signed by
seven Texans, five Arizonans and a variety from states where the
airlines have major hubs, such as six Floridians.

The lawmakers urge Obama to consider the workers, the travelers
and the communities that could be hurt if the lawsuit prevents the
merger, the report added.

"I believe this merger is good for our local economy, good for
consumers, good for competition and should be approved," Veasey
said in a statement, noting that American has 20,000 in the Dallas
area alone, the report related.

The airlines and their unions are eager for the merger, which they
say will enable them to compete better against recently merged
Delta, United and Southwest airlines, the report said.

                      About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Judge Greenlights $785MM in Aircraft Financing
-----------------------------------------------------------------
Law360 reported that AMR Corp. on Oct. 16 received a New York
bankruptcy judge's approval to obtain up to $785 million in
financing secured by 75 separate Boeing jets, saying it is
necessary to amp up the carrier's liquidity moving forward.

According to the report, U.S. Bankruptcy Judge Sean H. Lane called
the financing "a good business deal" as he granted the airline's
motion, which was supported by the committee of unsecured
creditors and garnered no objections.

                      About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN ENERGY: Incurs $79,419 Net Loss in Fiscal 2013
-------------------------------------------------------
The American Energy Group, Ltd., filed on Oct. 15, 2013, its
annual report on Form 10-K for the fiscal year ended June 30,
2013.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing the Company's losses and negative cash flows
from operations.

The Company reported a net loss of $79,419 on $1.2 million of
revenue in fiscal 2013, compared with a net loss of $109,452 on
$849,980 of revenue in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $3.7 million
in total assets, $355,197 in total liabilities, and stockholders'
equity of $3.4 million.

A copy of the Form 10-K is available at http://is.gd/WfF8W4

Westport, Connecticut-based The American Energy Group, Ltd.,
operates as an energy resource royalty company.  It owns an
interest in two oil and gas leases located in Southeast Texas; and
holds 18% overriding royalty interest in the Yasin Concession
located in Pakistan.  The Company also holds a 2.5% working
interest on oil and gas production acreage in Sanjawi Block
located in Baluchistan Province and in Zamzama North Block located
in Sindh Province, Pakistan.  The Company was formerly known as
Belize-American Corp. Internationale and changed its name to The
American Energy Group, Ltd. in November 1994.


AOXING PHARMA: Incurs $17.3-Mil. Net Loss in Fiscal 2013
--------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., filed on Oct. 15, 2013, its
annual report on Form 10-K for the fiscal year ended June 30,
2013.

BDO China Shu Lun Pan Certified Accountants LLP, in Shanghai,
China, noted that the Company continues to incur losses from
operations and has negative cash flow from operations, a working
capital deficit that raise substantial doubt about its ability to
continue as a going concern.

The Company reported a net loss of $17.3 million on $10.8 million
of sales in fiscal 2013, compared with a net loss of $15.9 million
on $8.1 million of sales in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $39.7 million
in total assets, $35.1 million in total liabilities, and equity of
$4.6 million.

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

Jersey City, N.J.-based Aoxing Pharmaceutical Company, Inc., has
one operating subsidiary, Hebei Aoxing Pharmaceutical Co., Inc.,
which is organized under the laws of the People's Republic of
China.  Since 2002, Hebei Aoxing has been engaged in developing
narcotics and pain management products.  In 2008 Hebei Aoxing
supplemented its product lines by acquiring  Shijiazhuang
Lerentang Pharmaceutical Company, Ltd., a specialty pharmaceutical
company focusing on herbal pain related therapeutics.  The Company
owns 95% of the equity in Hebei Aoxing.  The remaining 5% is owned
by the Company's Chairman, Zhenjiang Yue, and his family.


APACHE JUNCTION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Apache Junction Hospital, LLC
           dba Arizona Regional Medical Center
        1690 W. Southern Ave.
        P.O. Box 1289
        Apache Junction, AZ 85120

Case No.: 13-18188

Chapter 11 Petition Date: October 17, 2013

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

Judge: Hon. Eileen W. Hollowell

Debtor's Counsel: Bradley A Cosman, Esq.
                  SQUIRE SANDERS (US) LLP
                  1 East Washington St., Suite 2700
                  Phoenix, AZ 85004
                  Tel: 602-528-4032
                  Fax: 602-253-8129
                  Email: bradley.cosman@squiresanders.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Grant Lyon, chief restructuring
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb13-18188.pdf


ARCH COAL: Bank Debt Trades at 4% Off
-------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 96.25 cents-on-the-
dollar during the week ended Friday, October 18, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents a decrease of 0.86
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 450 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 17, 2018, and carries
Moody's B1 rating and Standard & Poor's BB- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


ARI-RC: Sec. 341 Meeting Rescheduled to Oct. 31
-----------------------------------------------
ARI-RC 6, LLC et al., rescheduled the meeting of creditors under
11 U.S.C. Sec. 341 to Oct. 31, 2013, at 11:00 a.m.  The meeting
will be held at the Office of the United States Trustee, located
at 21051 Warner Center Lane, #105, Woodland Hills, California.

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

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

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

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

Daniel H. Reiss, Esq at Levene, Neale, Bender, Yoo & Brill L.L.P.
serves as counsel for the Debtors.


ATP OIL: Gets Final Approval to Sell Netherlands Unit's Shares
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas, in a
final order, authorized ATP Oil & Gas Corporation to sell shares
of ATP Oil & Gas (Netherlands) B.V. to Oranje-Nassau Energie B.V.,
as purchaser, pursuant to a share purchase agreement.

According to the Debtor, the APA constitutes the highest and best
offer for the purchased share and will provide greater recovery
for the Debtor's estate than would be provided by any other
available alternative.

As reported in the Troubled Company Reporter on Oct. 7, 2013,
citing Jacqueline Palank of Dow Jones Newswires, the Debtor sought
to sell its Netherlands subsidiary as it also works to finalize
the sale of its main assets to its lenders.

                         About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


ATP OIL: Settlement With Anadarko Petroleum, et al., Approved
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
approved a settlement agreement among ATP Oil & Gas Corp. and
Anadarko E&P Onshore LLC, et al., and the U.S. Department of
Interior.

The Court also approved the MC 711 Maintenance and Decommissioning
Agreement.

Pursuant to the agreement, among other things:

   1. Anadarko is authorized to remove, extract, use or dispose
      of any materials owned by the Debtor's estate and in which
      ATP Infrastructure Partners, L.P. has no interest;

   2. Anadarko may retain any proceeds from the disposition of any
      materials in compliance with the order to offset a portion
      of the maintenance and decommissioning costs that it incurs
      with the Innovator and the MC 711 lease; and

   3. to the extent Anadarko sells, liquidates, converts or
      otherwise disposes of any collateral subject to the valid
      lien rights of Greystar Corporation or Gulf Coast Chemical,
      Anadarko will maintain a record of (a) disposition of the
      collateral, including any price or credit received by
      Anadarko; and (b) any costs Anadarko claims it is entitled
      to for liquidating, converting or disposing of the
      collateral.

A copy of the settlement is available for free at

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

                         About ATP Oil

Houston, Texas-based ATP Oil & Gas Corporation is an international
offshore oil and gas development and production company focused
in the Gulf of Mexico, Mediterranean Sea and North Sea.

ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 12-36187) on Aug. 17, 2012.  Attorneys at Mayer Brown LLP,
serve as bankruptcy counsel.  Munsch Hardt Kopf & Harr, P.C., is
the conflicts counsel.  Motley Rice LLC and Fayard & Honeycutt,
APC serve as special counsel.  Opportune LLP is the financial
advisor and Jefferies & Company is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

ATP disclosed assets of $3.6 billion and $3.5 billion of
liabilities as of March 31, 2012.  Debt includes $365 million on a
first-lien loan where Credit Suisse AG serves as agent.  There is
$1.5 billion on second-lien notes with Bank of New York Mellon
Trust Co. as agent.  ATP's other debt includes $35 million on
convertible notes and $23.4 million owing to third parties for
their shares of production revenue.  Trade suppliers have claims
for $147 million, ATP said in a court filing.

An official committee of unsecured creditors has been appointed in
the case.  Evan R. Fleck, Esq., at Milbank, Tweed, Hadley &
McCloy, in New York, represents the Creditors Committee as
counsel.

A seven-member panel of equity security holders has also been
appointed in the case.  Kyung S. Lee, Esq., and Charles M. Rubio,
Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel
to the Equity Committee.

ATP is seeking court approval to sell substantially all of its
Deepwater Assets and Shelf Property Assets.


AUDATEX NORTH: Moody's Rates New Sr. Unsecured Debentures 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Solera's new
senior unsecured notes. All other ratings are unchanged, including
the Ba2 Corporate Family Rating. The rating outlook is stable.
Coincident with, but not dependent upon, the refinancing, Solera
announced the 50% acquisition of Service Repair Systems ("SRS"), a
provider of information-based diagnostic and repair solutions for
automotive service centers and dealers.

Ratings Rationale:

"The new debt offering, coincident with a sizable acquisition,
reinforces Moody's expectation that Solera will sustain relatively
high financial leverage going forward as the company steps up its
acquisitions to pursue diversification and greater scale," noted
Kevin Stuebe, Senior Analyst at Moody's Investors Service. "This
approach differs from the deleveraging Moody's had previously
anticipated," Stuebe added.

While SRS's business is in line with Solera's core vehicle-claims-
processing operations, Solera is paying $289 million for a 50%
interest in SRS, a smaller player in the automotive-information-
services space. Moreover, the seller, Welsh, Carson, Anderson &
Stowe, holds put options allowing it to sell portions of its stake
to Solera up to four times a year, creating an ongoing potential
call on Solera's liquidity. In the event that Solera exercises its
call right or that Welsh Carson exercises all of its put rights
(or any combination thereof) such that Solera acquires all of the
outstanding equity interests of SRS, the estimated aggregate
payments range from $569 million to $850 million.

Solera has established a solid track record of revenue and
earnings growth, both organically and through acquisitions, and
management (and Moody's) expects that it can integrate SRS's
rapidly growing operations to a level that will make the purchase
price more palatable. Solera's new, two-tranche issuance of $850
million of senior unsecured notes will be used to pay down an
equivalent amount of existing, higher-coupon senior unsecured
debt, the most credit-favorable result of which is the extension,
by two years, of the company's weighted-average debt maturities.

Nonetheless, the near-term impacts of these dual, independent
transactions are that Solera's debt-to-EBITDA remains elevated, at
approximately 5.0x (inclusive of Moody's standard adjustments),
and that the company's margins come under pressure as it
integrates the SRS acquisition.

Moody's stable outlook anticipates steady organic revenue growth
at the low-single-digit level with roll-out of added services to
existing customers and growing claims volumes in developing
markets, continued high profit margins, as well as some increased
revenue and profits from acquisitions. The ratings could be
upgraded if Solera is able to continue to grow in line with its
long-term plan ($2 billion of revenues by the year 2020) while
maintaining the consistent 40%+ EBITDA margins, sustain debt-to-
EBITDA in the 3.0x range, and maintain strong liquidity. Ratings
could be downgraded if the company undertakes acquisitions that,
after integration, fail to realize targeted margins, if Moody's
expects debt-to-EBITDA to be sustained at around the 4.0x level,
or if Moody's expects annual free cash flow to fall below
approximately $100 million.

Assignments:

Issuer: Audatex North America, Inc.

Senior Unsecured Regular Bond/Debenture, Assigned Ba2

Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD4,
51 %

Audatex North America, Inc. Holdings. LLC ("Audatex") is a wholly-
owned subsidiary of Solera Holdings, Inc. ("Solera", ticker: SLH),
a leading, global provider of software and services to the
automobile insurance-claims-processing industry. Customers for the
partial-loss-estimation data and workflow software include
automobile insurance companies, collision repair facilities,
appraisers, and dealers. Moody's expects revenues, with the
benefit of significant acquisitions in the next year, of about
$1.0 billion for the 2014 fiscal year (ending in June).


AUDATEX NORTH: S&P Assigns 'BB-' Rating to $400MM Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' issue-level
rating and '4' recovery rating to Audatex North America Inc.'s (a
subsidiary of Solera Holdings Inc.) new $400 million senior
unsecured notes.  The '4' recovery rating indicates S&P's
expectation for average (30%-50%) recovery for lenders in the
event of a payment default.

In addition, the 'BB-' issue-level and '4' recovery ratings on
Audatex North America Inc.'s existing 6% senior unsecured notes
remain unchanged following its add-on of $450 million to the
notes, resulting in issuance of $1.3 billion.

The company will use the proceeds to pay down its existing
$850 million 6.75% senior unsecured notes.

The corporate credit rating on Solera Holding Inc. remains 'BB-'
with a stable outlook.

The refinancing transaction will not result in any change in S&P's
expected total adjusted leverage, which was around 4.7x as of
June 30, 2013 on a pro forma basis.  S&P also expects that the
company's adjusted leverage will decrease to the mid-to-low 4x
area over the next two years due to organic EBITDA growth and
incremental EBITDA contribution from acquisitions.

The 'BB-' corporate credit rating and stable outlook on Solera
reflect its "fair" business risk profile and "aggressive"
financial risk profile (as defined in S&P's criteria),
incorporating a relatively narrow target market and an aggressive
growth strategy that results in spikes in leverage.  Consistent
profitability, good cash flow generation, and a solid market
position in the global automobile insurance claims processing
industry partially offset these factors.

RATINGS LIST

Solera Holdings Inc.
Corporate credit rating                BB-/Stable/--

New Rating
Audatex North America Inc.
$400 mil. notes
  Senior Unsecured                      BB-
   Recovery Rating                      4

Ratings Unchanged
Audatex North America Inc.
$1.3 bil. 6% notes
  Senior Unsecured                      BB-
   Recovery Rating                      4


AURORA DIAGNOSTICS: S&P Lowers Corporate Credit Rating to 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Palm Beach Gardens, Fla.-based Aurora Diagnostics
Holdings LLC to 'CCC+' from 'B-'.

S&P also lowered its rating on subsidiary Aurora Diagnostics LLC's
senior secured debt to 'B' (two notches above the corporate credit
rating) from 'B+', and its rating on Aurora Diagnostics Holdings
LLC's senior unsecured debt to 'CCC-' (two notches below the
corporate credit rating) from 'CCC'.  S&P's '1' recovery rating on
the senior secured debt and '6' recovery rating on the senior
unsecured debt remain unchanged.  The '1' recovery rating
indicates S&P's expectation for very high (90% to 100%) recovery
of principal and its '6' recovery rating indicates its expectation
for negligible (0 to 10%) recovery of principal, both in the event
of payment default.

"We downgraded the company because we believe 2014 Medicare
payment rates, signaled by recent proposals from the Centers for
Medicare & Medicaid Services, are likely to be more onerous than
we previously expected," said Standard & Poor's credit analyst
Gail Hessol.  "In addition, we doubt Aurora's ability to stem
erosion of its competitive position and we expect limited benefits
from Aurora's cost reduction efforts.  Therefore, we expect its
EBITDA and discretionary cash flow to decline significantly in
2014, compared with 2013."

The negative rating outlook on Aurora reflects the possibility it
will violate its loan covenant or exhaust its borrowing capacity
in 2014.


BERNARD L. MADOFF: Ex Workers Chose Freedom Fight over Plea Deal
----------------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that five former
employees of Bernard L. Madoff on trial over allegations they
aided in his $17 billion fraud probably scrapped plea talks
involving harsh prison terms to gamble for total exoneration from
a jury, ex-prosecutors said.

According to the report, the U.S. had little reason to offer the
group leniency in exchange for testimony against others, since
Madoff and his top aides had already pleaded guilty, said Philip
Hilder, a former federal prosecutor in Houston who represents
defendants accused of white-collar crimes.

"It's kind of like an airline that only has a couple seats
remaining on a flight," said Hilder, who ran the U.S. Justice
Department's organized crime strike force in Houston in the late
1980s, the report related.  "There's no reason to give a discount.
They charge a full fare. That principle applies here too."

U.S. District Judge Laura Taylor Swain in Manhattan scheduled to
continue with jury selection, which started a week ago, with
opening statements to follow, the report said.  Twelve jurors and
six alternates will hear what may become the fullest account of
how Madoff carried out the biggest Ponzi scheme in U.S. history.

The former employees, all of whom have pleaded not guilty, are
Annette Bongiorno, Madoff's personal secretary, who worked with
him for 40 years and helped recruit investors; Joann Crupi, a
manager of large accounts at Madoff's investment firm; Daniel
Bonventre, operations chief; and computer programmers Jerome
O'Hara and George Perez.

The case is U.S. v. O'Hara, 10-cr-00228, U.S. District Court,
Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BOLDFACE GROUP: Friedman LLP Raises Going Concern Doubt
-------------------------------------------------------
BOLDFACE Group, Inc., filed on Oct. 15, 2012, its annual report on
Form 10-K for the fiscal year ended June 30, 2013.

Friedman LLP, in East Hanover, N.J., expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred operating
losses since inception and requires additional capital to continue
operations.

The Company reported a net loss of $5.3 million on $5.3 million of
net revenues in fiscal 2013, compared to a net loss of $794,172 on
$nil revenue in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $4.4 million
in total assets, $5.2 million in total liabilities, and a
stockholders' deficit of $848,978.

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

Santa Monica, Calif.-based BOLDFACE Group, Inc., is a celebrity
beauty licensing and branding company focused on acquiring top-
tier entertainment, celebrity and designer brands for
opportunities in the beauty, personal care, home and fragrance
markets.


BRIGHTSTAR CORP: Moody's Puts Ba3 CFR on Review for Upgrade
-----------------------------------------------------------
Moody's Investors Service has placed the ratings of Brightstar
Corporation, including its Ba3 Corporate Family Rating ("CFR"), on
review for upgrade following today's announcement that the Company
has entered into a series of definitive agreements with SOFTBANK
CORP. ("SoftBank") that stand to improve Brightstar's credit
profile. SoftBank will acquire 57% ownership in Brightstar for
roughly $1.3 billion, with warrants to increase its ownership
stake to 70%. In addition, Softbank intends to guarantee
Brightstar's rated debt, and will augment the company's cash
balances. Moody's expects Brightstar to become the preferred
mobile supply chain vendor for Softbank's Sprint Communications
(Ba2 stable) subsidiary in the US, with potential to pick up more
distribution and value-added supply chain services from Softbank's
portfolio companies and other telecom operators around the world.

Moody's has taken the following rating actions:

Issuer: Brightstar Corporation

On Review for Possible Upgrade:

  Corporate Family Rating, Placed on Review for Upgrade, currently
  Ba3

  Probability of Default Rating, Placed on Review for Upgrade,
  currently Ba3-PD

  Senior Unsecured Regular Bond/Debenture, Placed on Review for
  Upgrade, currently B1, LGD4 63%

Outlook Actions:

  Outlook, Changed To Rating Under Review From Negative

Ratings Rationale:

The incremental capital contribution from Softbank will improve
Brightstar's near term liquidity, which will aid the Company's
strategy to broaden its product and services portfolio beyond
mobile distribution. Brightstar has significant scale and presence
as a global services company providing distribution and supply
chain solutions to the wireless telecommunications industry
participants. "Today's announced transaction is credit positive
for Brightstar. It provides the Company with much-needed equity
capital to fund investments and staffing requirements needed for
its business expansion," stated Moody's Senior Vice President,
Gerald Granovsky.

The review of Brightstar's ratings will focus on Softbank's plans
with regard to the post-close capital structure of the Company,
and continuing financial support. Although Moody's expects
Brightstar to pick up material business from Sprint, the rating
agency believes that the Company is likely to lose existing
business from AT&T and Verizon Wireless, as Brightstar will now be
majority-owned by a parent of a major competitor. Therefore,
Moody's expects the Company's revenues to decline in 2014, as it
transitions its customer base. In addition, Moody's review will
consider the requirements for filing financial statements under
Brightstar's bond indentures. If the Company ceases to file
audited financial statements, Brightstar's stand-alone CFR and PDR
may be withdrawn, and its bond ratings may move under Softbank's
CFR unmbrella.


BUILDERS GROUP: CPG/GS PR Continues to Bar Cash Collateral Use
--------------------------------------------------------------
David P. Freedman, Esq., at O'Neill & Borges, LLC, on behalf of
secured and judgment creditor CPG/GS PR NPL, LLC, filed with the
Bankruptcy Court a notice of intent to object to Builders Group &
Development Corp.'s urgent motion authorizing use of cash
collateral.

On Oct. 9, 2013, the Debtors sought authorization to use cash
collateral, in the form of rents collected, to pay necessary
operating expenses related to payroll, security, maintenance,
telephone, water and electricity.

The Debtor related that a final order has not yet been entered on
the proposed use of cash collateral, nor has the last urgent
motion for use of cash collateral been ruled upon.

As reported in the Troubled Company Reporter on Sept. 30, 2013,
CPG/GS objected to the Debtor's continued use of cash collateral,
and the Debtor's use of CPG/GS' property.

According to Hermann D. Bauer, Esq., at O'Neill & Borges, LLC, on
behalf of the secured creditor, among other things:

   1. the urgent motion is procedurally deficient, as CPG/GS'
      counsel was not contacted in any manner prior to the filing
      of the urgent motion;

   2. the Court has noted that a secured creditor is "entitled to
      adequate protection for two distinct interests: (i) its
      mortgage on the property and its right to collect rents
      flowing from the property or, at the very least, its
      security interest in such rents;" and

   3. in the case, assuming, arguendo, that the rents are not the
      property of CPG/GS, the Debtor has failed to proffer any
      meaningful protection, much less adequate, for the continued
      use of CPG/GS cash collateral.

The Debtor sought entry of an interim order continuing the
authorization to use cash collateral until the Court rules on the
motions submitted.  The Court previously entered interim orders
authorizing the Debtor's use of cash collateral.

As reported in the TCR on Aug. 20, 2013, CPG/GS replied to
Builders Group's opposition to CPG/GS' motion for order
determining the foreclosure of rents or prohibiting the use of
CPG/GS' cash collateral.  According to CPG/GS, rents from the
Cupey Professional Mall became the property of CPG/GS pursuant to
a prepetition foreclosure that took place over two years before
the Debtor's bankruptcy filing.  CPG/GS also stated that, among
other things:

   -- a state court judgment precludes the issue of the amount of
      the debt through both collateral estoppel and the Rooker-
      Feldman Doctrine;

   -- the Debtor's claim for a section 506(c) surcharge is legally
      insufficient;

   -- the Debtor's claims for additional relief, as set forth in
      the opposition, are not applicable; and

   -- the Court must prohibit the use of any cash collateral due
      to the Debtor's inability to properly administer the
      shopping center.

As reported in the TCR on July 31, 2013, the Debtor said CPG's
statement related to "settlement attempts, bad faith,
mismanagement and alienation of patrons" is "self-serving and
fictional," with the only purpose being to influence the
Court to take a stance against Builders.  Contrary to CPG's
representations, Builders and CPG reached a prepetition agreement
through a mediated effort which only required minimal changes
prior to execution, and CPG kept delaying the signing, then it
about-faced and filed a complaint for foreclosure.  Builders,
through its president's personal resources and those of related
companies, has paid the expenses of maintaining the Cupey
Professional Mall out of pocket since September 2010.  The Debtor
said the collateral has been protected and the value has been
increased due to the efforts of Builders.

CPG/GS, in its objection to the interim order authorizing the
Debtor's use of cash collateral, said it has no confidence in the
honesty or the capacity of the Debtor's current management and
will not consent to the Debtor's current management's use of its
cash collateral.  CPG/GS also explained that the Debtor has (a) no
right to use any cash collateral of CPG/GS, as the same was
properly foreclosed and transferred prepetition to CPG/GS, thus
does not constitute an asset of the bankruptcy estate; (b) Debtor
is not able of providing any reasonable adequate protection to
CPG/GS as there exists no equity in its assets, and there exists
no reorganization or refinancing alternatives that could even
remotely provide a viable exit strategy pursuant to which
creditors, such as CPG/GS, will be paid the amount and value of
their security interest.

In a separate filing, CPG/GS filed with the Bankruptcy Court a
notice of intent to respond to Builders Group's motion for
extension of the Debtor's exclusive periods to file and solicit
acceptances for the chapter 11 plan.  CPG/GS requested that no
order granting the motion be entered unless and until CPG/GS has
been heard.

                       About Builders Group

Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico.  The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town.  The company sought bankruptcy on the eve of a
foreclosure sale of its property.  The Debtor estimated at least
$10 million in assets and liabilities in its petition.  The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates.  Jose M. Monge Robertin, CPA, serves as accountant.


CAESARS ENTERTAINMENT: Signs $2.7 Billion Credit Facilities
-----------------------------------------------------------
Caesars Entertainment Resort Properties, LLC, Caesars
Entertainment Resort Properties Finance, Inc., Harrah's Atlantic
City Holding, Inc., Harrah's Las Vegas, LLC, Harrah's Laughlin,
LLC, Flamingo Las Vegas Holding, LLC, Paris Las Vegas Holding,
LLC, and Rio Properties, LLC (the "CERP Entities"), each a wholly
owned subsidiary of Caesars Entertainment Corporation:

    (i) completed the offering of $1,000 million aggregate
        principal amount of their 8 percent first-priority senior
        secured notes due 2020 and $1,150 million aggregate
        principal amount of their 11 percent second-priority
        senior secured notes due 2021; and

   (ii) entered into a first lien credit agreement governing their
        new $2,769.5 million senior secured credit facilities,
        consisting of senior secured term loans in an aggregate
        principal amount of $2,500 million and a senior secured
        revolving credit facility in an aggregate principal amount
        of up to $269.5 million.

The CERP Entities used the net proceeds from the offering of Notes
and the borrowings under the Term Loans, together with cash, to
retire 100 percent of the principal amount of loans under the
mortgage and mezzanine loan agreements entered into by certain
subsidiaries of Harrah's Atlantic City Holding, Inc., Harrah's Las
Vegas, LLC, Harrah's Laughlin, LLC, Flamingo Las Vegas Holding,
LLC, Paris Las Vegas Holding, LLC and Rio Properties, LLC, repay
in full all amounts outstanding under the senior secured credit
facility entered into by the Company and Caesars Linq, LLC and
Caesars Octavius, LLC, each an indirect subsidiary of the Company,
and to pay related fees and expenses.

On Oct. 11, 2013, in connection with the closing of the
Transactions, the CERP Entities entered into a series of
transactions to simplify their organizational structure.  In
connection with this restructuring, certain subsidiaries of Paris
Las Vegas Holding, LLC, Harrah's Las Vegas, LLC, Flamingo Las
Vegas Holding, LLC, Rio Properties, LLC and Harrah's Laughlin,
LLC, were merged out of existence and, in addition, certain
unoccupied parcels of land not owned by the Casino Resort
Borrowers were transferred to subsidiaries of the Registrant other
than the CERP Entities.

Additionally, in connection with the closing of the Transactions,
on Oct. 11, 2013, Octavius/Linq Holdings, an indirect subsidiary
of Caesars Entertainment Operating Company, Inc., and owner of
Caesars Linq, LLC and Caesars Octavius, LLC (which own Octavius
Tower and Project Linq), transferred Octavius/Linq Intermediate
Holding, LLC to the Company, which then contributed Octavius/Linq
Intermediate Holding, LLC to Rio Properties, LLC.  Caesars
Entertainment Operating Company, Inc., obtained an opinion of an
independent financial advisor that, based upon and subject to the
assumptions and other matters set forth in such opinion, it
received reasonably equivalent value in the transfer.

A complete copy of the Form 8-K disclosure is available at:

                        http://is.gd/CwLlib

                     About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  As of June 30, 2013, the Company had
$26.84 billion in total assets, $27.58 billion in total
liabilities and a $738.1 million total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
92.67 cents-on-the-dollar during the week ended Friday, Oct. 18,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 1.69 percentage points from the previous week, The
Journal relates. Caesars Entertainment Inc pays 525 basis points
above LIBOR to borrow under the facility. The bank loan matures on
Jan. 1, 2018, and carries Moody's B3 rating and Standard & Poor's
B- rating. The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


CALPINE CORPORATION: Moody's Rates New $570MM Secured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Calpine
Corporation's new $570 million senior secured notes due 2022 and
$570 million senior secured term loan due 2020. Proceeds from the
debt will be used to pay down the remaining amount outstanding of
the $1.2 billion senior secured notes due 2017. The outlook is
stable.

The security interest for the new notes and term loan, as with
Calpine's other first-lien obligations, will have first priority
interest in substantially all assets of the company excluding
assets secured by project finance debt and Calpine Construction
Finance Company, L.P. debt. The new notes and term loan do not
contain financial covenants; however, Calpine's $1 billion
corporate revolver, which is pari passu with the new notes and
term loan, contains undisclosed financial covenants.

Ratings Rationale:

Calpine 's B1 Corporate Family Rating reflects the inherent
volatility of the merchant power sector and considerable debt
leverage (5.8% CFO pre-wc/debt for last twelve months ending June
2013), tempered by the scale and geographic diversity of its
operations. Calpine also has a significant fuel concentration
risk, as its fleet of generation assets are predominantly natural
gas-fired. However, natural gas plants are faring better than
other generation assets, such as coal-fired generation, in light
of industry market conditions, which is characterized by low power
prices and surplus capacity in many regions. The stable outlook
reflects Moody's expectation for continued execution of the
company's strategy through sustained strong plant performance
which is expected to continue to result in free cash flow
generation.

The ratings for Calpine's individual securities were determined
using Moody's Loss Given Default (LGD) methodology.

Calpine's speculative-grade liquidity rating is SGL-2. The company
continues to possess good liquidity, with $715 million of cash on
hand and $760 million of unused capacity on its revolving credit
facility. Excluding project finance debt maturities, this
refinancing effort will push out Calpine's next scheduled debt
maturity to April 2018.

Assignments:

$570 million Senior Secured Notes due 2022, Assigned B1 LGD4, 50%

$570 million Senior Secured Term Loan Facility due 2020, Assigned
B1 LGD4, 50%


CAPITOL BANCORP: Ross Sees Ch. 11 as Venue for Bank Acquisitions
----------------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that Wilbur Ross, whose Talmer Bancorp has agreed to invest $97
million to take over Capitol Bancorp's stakes in its four
remaining banks, said on Oct. 15 that such deals without
government assistance are fast becoming the model for rescuing
troubled banks.

"I'm seeing fewer FDIC-assisted transactions than there used to
be," said Mr. Ross, whose private equity arm W.L. Ross & Co. has
invested more than $2 billion in recent years to buy up struggling
regional banks in the U.S., the report related.  "While the banks
have varying degrees of problems, the real problem is at the
holding company. We're finding that [the bank level] is a more
fruitful place to play to make acquisitions."

According to the report, Mr. Ross's Talmer, a Michigan-based
holding company that he has used in recent years to buy a number
of struggling banks in the Midwest, has agreed to be the stalking
horse, or lead bidder for Capitol's banks, which are slated to be
sold next month at a bankruptcy auction.

Mr. Ross's successful forays into the steel and textile industries
have earned him the title of the "King of Bankruptcy," the report
further related. But the deal for Capitol's remaining banks?Bank
of Las Vegas, Indiana Community Bank, Michigan Commerce Bank and
Sunrise Bank of Albuquerque?is structured to keep the banks
themselves out of Chapter 11. Instead, Mr. Ross is buying the bank
stock using a so-called 363 sale, which takes its name from
Section 363 of the U.S. Bankruptcy Code.

                     About Capitol Bancorp

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

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

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

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

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

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


CAPITOL CITY: George Andrews Quits as President and CEO
-------------------------------------------------------
George Andrews resigned as president and chief executive officer
of Capitol City Bancshares, Inc., and its subsidiary Capitol City
Bank and Trust Company.  Mr. Andrews has advised the Company that
his resignation was not due to any disagreement with the Company.
Mr. Andrews will continue as an employee of the Company in a non-
executive officer position, concentrating on capital raising
initiatives.

Effective Oct. 9, 2013, the board of directors appointed John
Turner as president and chief executive officer of Capitol City
Bank and Trust Company and interim president and chief executive
officer of the Company.  Mr. Turner's interim appointment as an
officer of the Company is pending regulatory approval.

Mr. Turner brings over 25 years of experience in the banking
industry and has served as Chief Operating Officer for the Bank
since May of 2010.  Prior to his joining the Bank, Mr. Turner was
president and chief executive officer of Regional Bank of Middle
Georgia in Macon, Georgia from 2007 to 2010.

                        About Capitol City

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

Capitol City Bancshares disclosed a net loss of $1.73 million in
2012, as compared with a net loss of $1.59 million in 2011.  As of
March 31, 2013, the Company had $299.23 million in total
assets, $291.86 million in total liabilities and $7.37 million in
total stockholders' equity.

Nichols, Cauley and Associates, LLC, in Atlanta, Georgia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company is operating under regulatory
orders to, among other items, increase capital and maintain
certain levels of minimum capital.  As of Dec. 31, 2012, the
Company was not in compliance with these capital requirements.  In
addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, and
has significant maturities of liabilities within the next twelve
months.  These matters raise substantial doubt about the ability
of Capitol City and subsidiaries to continue as a going concern


CENTENNIAL BEVERAGE: Can Use Lender's Cash Collateral 'til Oct. 31
------------------------------------------------------------------
On Oct. 4, 2013, Centennial Beverage Group, LLC, and Compass Bank
entered into a tenth stipulation extending the term of the Agreed
Final Order authorizing the Debtor's use of cash collateral
through Oct. 31, 2013.

A copy of the line item budget for October 2013 is available at:

http://bankrupt.com/misc/CENTENNIALBEVERAGE_cash coll_stipulation.pdf

The Debtor may seek reimbursement from JWV Associates, Ltd., of
certain Budgeted expenses paid by the Debtor that relate primarily
to the real property owned by JWV.  Lender does not object to
JWV's reimbursement of the Debtor for such expenses, up to the
amounts set forth in the Budget, provided that JWV will pay Lender
$29,948 in accrued but unpaid interest owing under the Term Loan
Agreement.

Except as otherwise expressly provided in this tenth stipulation,
all terms and conditions of the Final Cash Collateral Order are
unchanged and remain in full force and effect.

                      About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas.  They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November 2012
were $158 million.  Year-over-year, revenue was down 50%,
according to a court filing.  In its schedules, the Debtor
disclosed $24,053,049 in assets and $48,451,881 in liabilities as
of the Petition Date.

Robert Dew Albergotti, Esq., and Ian T. Peck, Esq., at Haynes and
Boone, LLP, in Dallas, serve as counsel to the Debtor.  M. Jack
Martin, III, Esq., at Jack Martin & Associates, in Austin, Tex.,
serves as special counsel.  RGS LLC serves as the Debtor's
financial advisor.  BYGH Tax Consulting is property tax consultant
to the Debtor.

The Official Committee of Unsecured Creditors has retained Munsch
Hardt Kopf & Harr, P.C. as its attorneys, and Lain, Faulkner &
Co., P.C. as financial advisors.


CHA CHA ENTERPRISES: Can Use WF's Cash Collateral Until Oct. 27
---------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California has granted Cha Cha Enterprises
LLC permission to continue using cash collateral until Oct. 27,
2013.

The Debtor and secured creditor Wells Fargo Bank, N.A., advised
the Court that they have agreed for a one-week extension of the
current budget, a copy of which is available for free at:

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

As reported by the Troubled Company Reporter on Oct. 14, 2013, the
Court's interim orders provide that as adequate protection from
any diminution in value of the lender's collateral, the Debtor
will grant replacement liens in the dip collateral, subject to
carve out on certain expenses.  Additionally, the Debtor will make
adequate protection payments to the Bank.

A further interim hearing on the Debtor's motion for cash
collateral use will be held on Oct. 25, 2013, at 10:00 a.m.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Calif. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CHA CHA ENTERPRISES: Plan Filing Extension Hearing Set for Nov. 8
-----------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California will hold on Nov. 8, 2013, at 2:15
p.m., a hearing on debtor Cha Cha Enterprises LLC's request to
extend its exclusive time to file a plan of reorganization and to
solicit acceptances of that plan.  The Debtor wants the Court to
extend the periods to Feb. 17, 2014, and April 18, 2014,
respectively.

Felderstein Fitzgerald, Esq., at Willoughby & Pascuzzi LLP, the
attorney for Cha Cha, says that the requested extension would
allow the Debtor reasonable opportunity to formulate a plan for
emerging from Chapter 11 that is consistent with related entity Mi
Pueblo San Jose, Inc.'s reorganization.  According to
Mr. Fitzgerald, formulation of the Debtor's plan of reorganization
depends upon the reorganization actions to be taken by Mi Pueblo,
because substantially all of the Debtor's income derives from rent
from Mi Pueblo, as well as its business operations in Mi Pueblo's
21 grocery stores.

Mi Pueblo is also in Chapter 11 and needs additional time to
finalize its future financing before Mi Pueblo will know how it
will emerge from Chapter 11.  Mi Pueblo filed its Chapter 11
bankruptcy case due in large part to the actions of the Debtor's
main creditor, Wells Fargo Bank, N.A., in connection with Mi
Pueblo's non-monetary defaults of loans guaranteed by the Debtor.
Mi Pueblo continues to operate its grocery stores and believes it
will need several months of business operations to evaluate its
reorganization efforts, profitability and ultimately determine how
it plans to proceed with financing its business.  Mi Pueblo is
presently meeting with the Bank to explore the Bank's continued
financing of Mi Pueblo's operations.  Mi Pueblo is also exploring
alternative financing with other entities.

Until Mi Pueblo finalizes its future financing, Mi Pueblo will not
be able to propose a plan of reorganization.  The Debtor and Mi
Pueblo expect to be able to propose a plan in January 2014.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Calif. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP
Robert B. Kaplan, P.C. represents secured creditor Wells Fargo
Bank, N.A.


CHECKOUT HOLDINGS: Moody's Affirms B2 Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Checkout Holding Corp.'s B2
Corporate Family Rating (CFR) and revised the rating on the first
lien credit facility of its wholly owned subsidiary, Catalina
Marketing Corporation (Catalina), to Ba3 from B1. Moody's also
revised the rating on Catalina's 11.625% subordinated notes to B3
from Caa1.

The upgrades reflect changes in the debt mix following Moody's
review of the final deal structure for the company's refinancing,
which was revised from the original proposal as detailed below.
The rating outlook remains stable.

Moody's took the following actions today:

Checkout Holding Corp.

  Corporate Family Rating, Affirmed B2

  Probability of Default Rating, Affirmed B2-PD

  10.125% Senior Discount Notes due 2015, Affirmed Caa1 (LGD6,
  90%)

  Outlook, Remains Stable

Catalina Marketing Corporation

  11.625% Subordinate Bonds due Oct 2017, Upgraded to B3 (LGD5,
  75%) from Caa1 (LGD5, 80%)

  Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD2, 29%)
  from B1 (LGD3, 36%)

Outlook, Remains Stable

Ratings Rationale:

Compared to Moody's expectations for the deal as proposed in
September, the revised transaction results in less interest
savings and leaves the company with more refinancing needs over
the next few years. Moody's had expected the company to repay its
$160 million 11.625% subordinated notes due in October 2017, but
these notes remain outstanding. However, Moody's affirmed
Checkout's B2 CFR because the transaction still results in lower
debt, saves approximately $15 to $20 million of annual interest
expense relative to the prior capital structure, and addresses the
2014 and 2017 term loan maturities as well as the 2015 senior
unsecured note maturity. Moody's believes the use of balance sheet
cash to repay approximately $87 million of debt represents a
favorable commitment to improving the credit profile, and Moody's
estimates debt-to-EBITDA leverage declines to approximately 6
times pro forma for the transaction from 6.5 times as of June 30.
Moody's includes Checkout's 10.125% PIK bonds in all leverage
calculations, and these bonds remain outstanding.

Moody's upgraded Catalina's senior secured credit facility rating
to Ba3 from B1 since, compared to the original proposed
refinancing, this debt comprises a smaller portion of the overall
debt capital structure and benefits from a higher amount of
contractually junior capital as the subordinated notes remain
outstanding. Moody's also upgraded the subordinated notes to B3
from Caa1 because the company is utilizing cash to reduce the
amount of contractually senior debt. The rating on the
subordinated notes continues to benefit from the notes' structural
seniority to Checkout's 10.125% unguaranteed and unsecured PIK
bonds ($351 million outstanding at September 30, face value $438
million), which Moody's believes would absorb the first loss in
the event of default.

Checkout's B2 CFR continues to incorporate the company's high
gross leverage, and the PIK accretion on its senior discount notes
(over $35 million annually) raises the hurdle for growth or debt
repayment merely to maintain leverage. Checkout's leading position
in Point of Sale marketing services, the breadth of its retail
base, its data on purchasing history, and its long term
relationships with both retailers and CPG manufacturers position
it well to manage the evolving landscape and expand its digital
presence. Nevertheless, competition from digital and mobile
marketing service providers and changing consumer behavior elevate
business risk as the company's core consumer packaged goods (CPG)
clients diversify their marketing budgets away from traditional
print based promotions to brand building and experiment with other
means of reaching consumers that technology advances are enabling.
The EBITDA margin eroded as the company invested to adapt, but
Moody's expects it to stabilize around current still healthy
levels, and the strong EBITDA margin together with a good
liquidity profile provide flexibility for investment in new
business development. Continued international expansion of
Checkout's retail base provides good growth prospects, which
partially mitigates revenue concentration. However, Moody's
believes the company's lack of scale leads to potential volatility
in cash flow from a shift in customer spend and also leaves it
vulnerable to potential market disruption should larger companies
seeks a more significant presence in the digital and mobile
couponing market.

The stable outlook incorporates expectations for EBITDA growth,
continued positive free cash flow generation, and for gross
leverage to trend below 6 times debt-to-EBITDA over the next year,
driven by the combination of EBITDA growth and some debt
repayment. The stable outlook also assumes timely refinancing of
the Checkout notes due November 2015, which is key given the
provision in the first lien credit facility to accelerate its
maturity to August 2015 if the majority of the holding company
bonds have not been refinanced and performance falls short of
expectations such that first lien leverage exceeds 3 times debt-
to-EBITDA.

Moody's would consider a downgrade based on expectations for
leverage sustained above 6.5 times debt-to-EBITDA, whether due to
weak performance or an increase in debt. Deterioration of the
liquidity profile could also have negative ratings implications.

The high leverage, sponsor ownership, and fundamental changes in
the company's business environment limit upward ratings momentum.
Moody's would consider an upgrade with expectations for sustained
leverage of 5 times debt-to-EBITDA or lower and sustained free
cash flow in excess of 8% of debt. An upgrade would also require
maintenance of good liquidity, evidence of success in the business
transition with expectations for EBITDA growth, and more clarity
on the fiscal strategy.


CHEYENNE HOTELS: Can Access Bank's Cash Collateral Until Oct. 31
----------------------------------------------------------------
On Oct. 3, 2013, Cheyenne Hotels, LLC, received from Colorado East
Bank & Trust interim authorization to use the Bank's cash
collateral until Oct. 31, 2013, in accordance with a budget for
the time period of Sept. 1, 2013, through Oct. 31, 2013, as
provided in the Fifth Extension to Stipulation for Relief From
Stay, For Interim Authorization of Debtor's Use of Cash Collateral
and Providing Adequate Protection dated Oct. 3, 2013.

During the Fifth Extension Period, the Debtor will continue to
make adequate protection payments to the Bank as provided in the
Stipulation.

A copy of the Fifth Extension to Stipulation is available at:

http://bankrupt.com/misc/CHEYENNEHOTELS_cash coll_stipulation.pdf

                About Cheyenne Hotels LLC

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas F. Quinn
PC, serves as the Debtor's counsel.

Cheyenne Hotels estimated $10 million to $50 million in both
assets and debts. The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date. Thomas F. Quinn, Esq., also
represents the Debtor as counsel.

No committee of creditors or equity security holders has been
appointed in the Debtors' case.


CHINESEINVESTORS.COM: Reports $1,767 Net Income in Aug. 31 Quarter
------------------------------------------------------------------
ChineseInvestors.COM, Inc., filed its quarterly report on Form
10-Q, reporting net profit of $1,767 on $525,011 of total revenue
for the three months ended Aug. 31, 2013, compared with a net loss
of $284,192 on $425,676 of total revenue for the three months
ended Aug. 31, 2012.

The Company's balance sheet at Aug. 31, 2013, showed $1.3 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $169,980.

A copy of the Form 10-Q is available at http://is.gd/cLC0Dj

Aurora, Colo.-based ChineseInvestors.COM, Inc., specializes in
(a) providing real-time market commentary, analysis, and
educational related endeavor(s) in Chinese language character sets
(traditional and simplified), (b) providing support services to
its various partners, (c) providing consultative services to
smaller private companies considering becoming a public company,
(d) providing various advertising as well as public relation
support services, and (e) other services it may identify having
the potential to create value or partnership opportunity with its
existing services.

                           *     *     *

As reported in the TCR on Sept. 3, 2013, B.F. Borgers CPA PC, in
Denver, stated that the Company's significant operating losses
raise substantial doubt about its ability to continue as a going
concern.


CHURCH STREET: Trustee Sues to Recover $1MM From King & Spalding
----------------------------------------------------------------
Law360 reported that the plan agent for the reorganized Tennessee
dental service Church Street Health Management LLC sued King &
Spalding LLP on Oct. 16 in an effort to recover almost $1 million
the firm received as payment shortly before the company entered
bankruptcy in 2012.

According to the report, plan agent Dan B. Lain says the $969,891
that Church Street paid King & Spalding for legal services was
made in the 90 days before the dental center manager sought
Chapter 11 protection, meaning it was insolvent at the time.

                       About Church Street

Church Street Health Management, LLC, which provided management
services for 67 dental practices in 22 states, filed a Chapter 11
petition (Bankr. M.D. Tenn. Case No. 12-01573) in Nashville,
Tennessee, on Feb. 20, 2012.

The following day, four affiliates, Small Smiles Holding Company,
LLC, Forba NY, LLC, EEHC, Inc., and Forba Services, LLC, filed
their Chapter 11 petitions (Case Nos. 12-01574 to 12-01577).

As of the Petition Date, the Debtors' assets have book value of
$895 million, with debt totaling $303 million.  There is about
$131.5 million owing on first-lien obligations, plus $25.6 million
on a second-lien obligation. There is an additional $152 million
on three subordinated debts.  The company's finances are
structured to comply with Islamic Shariah financing regulations.

In the Chapter 11 cases, the Debtors have engaged Waller Lansden
Dortch & Davis, LLP as bankruptcy counsel, and Alvarez & Marsal
Healthcare Industry Group, LLC, as financial and restructuring
advisor.  Martin McGahan, a managing director at A&M, will serve
as chief restructuring officer of Church Street.  Morgan Joseph
TriArtisan, LLC, is the investment banker.  Garden City Group is
the claims and notice agent.

Garrison Investment Group is providing funding for the Chapter 11
case.  The credit agreement will provide the Debtor with up to an
aggregate principal amount of $12 million in a revolving credit
facility.

Church Street Health Management LLC changed its name as a result
of the sale of the business to existing first-lien lenders in
exchange for $25 million in debt.  The new name for the company in
Chapter 11 is CS DIP LLC.

The U.S. Trustee for Region 8 removed two creditors from the
Official Unsecured Creditors Committee.  Through the sale of
assets approved by the Court, these two members no longer have
debts against the Debtors.  The Committee tapped Gilbert LLP as
special insurance and mass tort counsel.

The Effective Date of the Second Amended Joint Plan of
Reorganization proposed by CS DIP, LLC, f/k/a Church Street Health
Management, LLC, and its debtor affiliates and the Official
Committee of Unsecured Creditors, occurred on April 15, 2013.


CIRCUIT CITY: LCD Makers Look to Trim Antitrust Claims
------------------------------------------------------
Law360 reported that four electronics companies asked a California
federal court on Oct. 14 to dismiss several state law claims from
an antitrust suit brought by the liquidating trust for bankrupt
Circuit City stores over a plot to fix the price of liquid crystal
display panels.

According to the report, AU Optronics Corp., HannStar Display
Corp., Toshiba Corp. and Epson Imaging Devices Corp. moved for
partial summary judgment against the Circuit City trust, saying
that the Virginia-based chain shouldn't be allowed to pursue
claims under California and Illinois antitrust law.

The case is In Re TFT-LCD (Flat Panel) Antitrust Litigation, Case
No. 3:07-md-01827 (N.D. Calif.) before Judge Susan Illston.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008.
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, acted as the Debtors' local counsel.
The Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel was Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC served as the Debtors' claims and voting
agent. The Debtors disclosed total assets of $3,400,080,000 and
debts of $2,323,328,000 as of Aug. 31, 2008.

Circuit City opted to liquidate its 721 stores and obtained the
Bankruptcy Court's approval to pursue going-out-of-business sales,
and sell its store leases in January 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

On Sept. 14, 2010, the Court entered an order confirming the
Debtors' Plan of Liquidation, which created the Circuit City
Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as
Trustee.  The Plan became effective Nov. 1, 2010.


CKB: US SEC Halts Pyramid Scheme Targeting Asian-Americans
----------------------------------------------------------
The Securities and Exchange Commission on Oct. 17 announced
charges and asset freezes against the operators and promoters of a
worldwide pyramid scheme that falsely promises exponential, risk-
free returns to investors in a venture that purportedly sells
Internet-based children's educational courses.

The SEC alleges that five entities based in Hong Kong, Canada, and
the British Virgin Islands that collectively operate under
business names "CKB" and "CKB168" are at the center of the scheme.
Through the efforts of three CKB executives who live overseas and
several promoters living in the U.S., the scheme has ensnared at
least 400 investors in New York, California, and other areas with
large Asian-American communities.  These promoters have raised
more than $20 million from U.S. investors, and millions of dollars
more from investors in Canada, Taiwan, Hong Kong, and other
countries in Asia.

According to the SEC's complaint unsealed late Wednesday, Oct. 16,
in U.S. District Court for the Eastern District of New York, the
scheme's promotional efforts seek to exploit close connections
among members of the Asian-American community.  The scheme's
operators and promoters use Internet videos, promotional
materials, and seminars to create the appearance of a legitimate
enterprise.  But in reality, CKB has little or no real-world
retail consumer sales to generate the extraordinary returns
promised to investors.  In fact, CKB has no apparent source of
revenue other than money received from new investors.  Bank
records show that the bulk of the money raised has been paid out
to accounts controlled by CKB executives and as commissions to
promoters of the pyramid scheme.

The court has granted the SEC's request for an asset freeze
against the CKB entities and the operators and promoters charged
in the SEC's complaint.

"CKB's operators and promoters profited by abusing relationships
of trust within the Asian-American community and promising
investors they can earn more money by recruiting other investors
instead of selling actual products," said Antonia Chion, an
associate director in the SEC's Division of Enforcement.  "What
CKB really sells is the false promise of easy wealth."

The SEC issued an investor alert today warning investors about the
dangers of potential investment scams involving pyramid schemes
posing as multi-level marketing programs.

The SEC's complaint charges three CKB executives:

    Rayla Melchor Santos is a Philippines national who is featured
on the CKB website as its founder.  Nicknamed "Teacher Sam,"
Santos has traveled to New York and other areas of the U.S. to
participate in meetings and seminars to promote CKB.

    Hung Wai ("Howard") Shern is a Canadian citizen and resident
of Hong Kong who is featured on the CKB website as the director of
CKB168 International Marketing.  Shern is one of the signatories
to bank accounts used to receive and transfer funds from CKB
investors, and has traveled to New York and other areas of the
U.S. to participate in meetings and seminars to promote CKB.

    Rui Ling ("Florence") Leung is a Hong Kong national who is
described on the CKB website as its chief financial officer.
Leung is one of the signatories to bank accounts used to receive
and transfer funds from CKB investors, and approximately $4.6
million has been transferred from CKB bank accounts to bank
accounts in her name and the names of entities she controls. Leung
portrays herself as a professional investment adviser who will
assist CKB in its supposed future public offering.

The SEC's complaint charges eight CKB promoters in the U.S.:

    Daliang (David) Guo is a China native and a resident of Coram,
N.Y., who was among CKB's first U.S. promoters.  He currently sits
atop an investment pyramid, and claims in a testimonial on the CKB
website to have earned more than $1 million within eight months.

    Yao Lin is a resident of Fresh Meadows, N.Y., who was among
CKB's first U.S. promoters.  He currently sits atop an investment
pyramid, and claims in a CKB website testimonial to have earned
more than $300,000.  The SEC's complaint alleges that bank and
credit card accounts he controls have received approximately
$450,000 from CKB investors.

    Chih Hsuan ("Kiki") Lin is a Taiwanese native and resident of
Las Vegas who claims in a CKB website testimonial to have earned
"one million USD" in her first two months of investing.  She
operates a website through which "CKB members" can log in to a
password-protected area.  She is within David Guo's pyramid.  The
SEC's complaint alleges that bank accounts she controls have
received approximately $1.8 million from CKB investors.

    Wen Chen Hwang ("Wendy Lee") is a Taiwanese native and
resident of Rowland Heights, Calif., who claims in a CKB website
testimonial to have made $53,000 within four months.  She is
within Yao Lin's pyramid.  The SEC's complaint alleges that bank
accounts she controls have received approximately $2.2 million
from CKB investors.

    Toni Tong Chen is a resident of Hacienda Heights, Calif., and
a certified public accountant who was formerly associated with a
registered broker-dealer and held securities licenses.  She and
her husband claim to have earned six-digit commissions and in
excess of a 100 percent return on their investment.  They are
connected to Wendy Lee and have made presentations at her weekly
seminars in Los Angeles.

    Cheongwha ("Heywood") Chang is a Chinese native and the
husband of Toni Tong Chen.  He was formerly associated with a
registered broker-dealer and held securities licenses.  The SEC's
complaint alleges that bank accounts that he and his wife control
have received approximately $2.1 million from CKB investors.

    Joan Congyi Ma is a resident of Arcadia, Calif., who was
formerly associated with a broker-dealer and held securities
licenses.  She is connected to Wendy Lee and has helped her
organize seminars and other events in Los Angeles.  In her CKB
website testimonial, she references the day she met Yao Lin as her
"lucky day."  The SEC's complaint alleges that bank accounts she
controls have received approximately $200,000 from CKB investors.

    Heidi Mao Liu is a resident of Diamond Bar, Calif., who was
formerly associated with a broker-dealer and held securities
licenses.  She is connected to Wendy Lee and has provided
testimonials at her seminars in Los Angeles.  She also operates
her own website that promotes the CKB scheme. The SEC's complaint
alleges that bank accounts she controls have received
approximately $1.2 million from CKB investors.

According to the SEC's complaint, after David Guo and Yao Lin
began recruiting investors in the New York area in mid-2011, the
CKB scheme quickly expanded to California and other areas with
large Asian-American communities.  David Guo, Yao Lin, Rayla
Santos, and Howard Shern appear in presentations recorded in San
Francisco and Los Angeles, where they recruited energetic and
highly visible promoters who have organized seminars and meetings
nationwide.  They maintained a robust Internet presence, recorded
and posted numerous promotional videos, and organized and executed
the transfer of CKB investor funds.

The SEC alleges that CKB represents that potential purchasers of
its educational products must invest in CKB to get one of its
courses.  In addition to the course, they receive "Profit Reward
Points" upon their initial investment and are told they can earn
money once those points increase in value or pay dividends.  They
are promised even larger returns by converting their points into
shares of CKB stock when the company conducts a promised IPO on
the Hong Kong Stock Exchange in 2014.

According to the SEC's complaint, however, Profit Rewards Points
are not the only incentive for investors, who are told that they
will be able to make even more money through commissions and
bonuses by recruiting new investors.  The scheme's ultimate goal
is to turn investors into recruiters.  In fact, active recruitment
is the only real way for investors to make actual money in the
scheme.  For instance, Kiki Lin exemplified the pitch in a
videotaped recording posted to the Internet, telling potential
investors that in the "pyramid triangle system, we spread it from
one to ten, and ten to hundred, and hundred to thousand, thousand
to ten thousand."  Kiki Lin later added, "And for those who really
want to make money, who are really hard working, in a short time
you would all be like John," who she claimed "made money to buy
five houses in Las Vegas."

The complaint alleges that the investments in CKB constitute
securities, and the securities offerings were not registered with
the SEC as required under the federal securities laws.  The SEC's
complaint charges the CKB entities, three executives, and eight
promoters with violations of the antifraud and securities
registrations provisions of the federal securities laws.  Nine of
the individuals are charged with violating the broker-dealer
registration provisions.  The SEC seeks disgorgement of ill-gotten
gains, financial penalties, permanent injunctions, and other
relief.

The Honorable Roslynn Mauskopf granted the SEC's request for a
temporary restraining order, asset freeze, and other emergency
relief against the 16 defendants as well as seven entities
controlled by the U.S. promoters that are named as relief
defendants in the SEC's complaint for the purpose of recovering
ill-gotten proceeds from the alleged fraud.

The SEC's investigation was conducted by Devon Staren, Kam Lee,
Pamela Nolan, and Stacy Bogert.  The case was supervised by
Alexander Koch.  The SEC's litigation will be led by Daniel Maher.
The SEC appreciates the assistance of the Hong Kong Securities and
Futures Commission, Ontario Securities Commission, British
Columbia Securities Commission, and Malaysia Securities
Commission.

The SEC's investor alert, also available in Chinese, describes
telltale signs of a pyramid scheme.  "Investors should be
suspicious of any investment opportunity pitched as a way to 'get
rich quick' or to earn 'easy money.'  Guaranteed sky-high returns
in a short time frame are the hallmark of investment fraud," said
Lori J. Schock, director of the SEC's Office of Investor Education
and Advocacy.


CLEAR CHANNEL: Bank Debt Trades at 5% Off
-----------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
94.64 cents-on-the-dollar during the week ended Friday, Oct. 18,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal. This represents
an increase of 0.14 percentage points from the previous week, The
Journal relates. Clear Channel Communications pays 365 basis
points above LIBOR to borrow under the facility. The bank loan
matures on Jan. 30, 2016, and carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 205 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.


CLOUD MEDICAL: S.E.Clark & Company Raises Going Concern Doubt
-------------------------------------------------------------
Cloud Medical Doctor Software Corporation, fka National Scientific
Corporation, filed on Oct. 10, 2013, its annual report on Form
10-K for the year ended Sept. 30, 2011.

S.E.Clark & Company, P.C., in Tucson, Arizona, expressed
substantial doubt about Cloud Medical's ability to continue as a
going concern.  The independent auditors noted that the Company
has a net loss for the year ended Sept. 30, 2011, of $356,629, an
accumulated deficit at Sept. 30, 2011, of $26,229,970, cash flows
used by operating activities of $220,628, and needs additional
cash flows to maintain its operations.

The Company reported a net loss of $356,629 in fiscal 2011,
compared with a net loss of $57,085 in fiscal 2010.

The Company's balance sheet at Sept. 30, 2011, showed $1.2 million
in total assets, $3.2 million in total liabilities, and a
stockholders' deficit of $2.0 million.

A copy of the Form 10-Q is available at http://is.gd/U7CuCv

Henderson, Nev.-based Cloud Medical Doctor Software Corporation
introduced in 2011 the Cloud-MD Office, a "Cloud Based", 5010 and
ICD-10 compliant, fully integrated and interoperable suite of
medical software and services, designed by experienced healthcare
analysts and programmers for healthcare providers, that produces
"Actionable Information" to help Independent Physician Practices,
New Care Delivery Models (ACO), Healthcare Systems and Billing
Services optimize a wide range of business processes resulting in
Increased Profits, Higher Quality, Greater Efficiency, Noticeable
Cost Reductions and Better Patient Care.  Current software product
offerings include Practice Management, Electronic Medical Records,
Revenue Management, Patient Financial Solutions, Medical and
Pharmaceutical Supply Management, Claims Management and PHI
Exchange.


CONTECH HOLDINGS: S&P Assigns 'B' CCR & Rates Sr. Sec. Loan 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to West Chester, Ohio-based Contech
Holdings Inc.  The outlook is stable.

At the same time, S&P assigned its 'BB-' (two notches higher than
the corporate credit rating) issue-level rating to Contech
Engineered Solutions LLC's $150 million senior secured term loan B
due 2019.  The recovery rating is '1', indicating S&P's
expectation of very high (90% to 100%) recovery for lenders under
its default scenario.

Contech used the proceeds from the term facility to refinance
existing indebtedness.

"The stable rating outlook reflects our expectation of improved
operating performance driven by recovering residential and
commercial construction spending.  As a result, we expect Contech
to generate positive free cash flow that will go toward repayment
of debt.  Consequently, we expect debt to EBITDA will be about
4.5x within the next 12 months," said Standard & Poor's credit
analyst Maurice Austin.

S&P could raise its ratings if industry fundamentals continue to
improve resulting in better operating performance such that the
company can use excess cash flow for debt repayment.  In S&P's
view, this would provide cushion against some future volatility in
sales and margins, providing more confidence that leverage could
be sustained below 5x through a business cycle.  In this scenario,
S&P would also need to gain confidence that the company's owners
were committed to financial policies supportive of this financial
profile, as consistent with S&P's criteria for companies owned by
financial sponsors.

S&P would consider a negative rating action if industry
fundamentals improve less than expected such that debt to EBITDA
increases to 5x on a sustained basis.  This could occur if
residential and commercial construction spending growth is slower
than expected or raw material cost pressures result in gross
margins decreasing more than 50 basis points.


CONTINENTAL BUILDING: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Reston, Va.-based Continental Building
Products LLC.  The outlook is stable.

At the same time, S&P assigned its 'B+' (one notch higher than the
corporate credit rating) issue-level rating to Continental's
$370 million first-lien credit facilities. The recovery rating is
'2', indicating S&P's expectation of substantial (70% to 90%)
recovery for lenders under its default scenario.  S&P also
assigned its 'CCC+' (two notches lower than the corporate credit
rating) issue-level rating to Continental's $120 million second-
lien term loan due 2021.  The recovery rating is '6', indicating
S&P's expectation of negligible (0% to 10%) recovery for lenders
under its default scenario.

Proceeds from these offerings were used to fund Lone Star Funds'
acquisition of Continental.  Total consideration for the
acquisition is $700 million.

"The stable rating outlook reflects our expectation of improved
operating performance driven by recovering residential
construction and repair and remodeling spending.  As a result, we
expect Continental to generate positive free cash flow that will
go toward repayment of debt.  Consequently, we expect debt to
EBITDA will be about 4.5x within the next 12 months," said
Standard & Poor's credit analyst Maurice Austin.

S&P could raise its ratings if industry fundamentals continued to
improve, resulting in better operating performance such that the
company can use excess cash flow for debt repayment.  In S&P's
view, this would provide cushion against some future volatility in
sales and margins, providing more confidence that leverage could
be sustained well below 5x through a business cycle.  In this
scenario, S&P would also need to gain confidence that the
company's owners were committed to financial policies supportive
of an "aggressive" financial risk profile, as consistent with
S&P's criteria for companies owned by financial sponsors.

A downgrade is less likely in the near term, given S&P's favorable
outlook for home construction and remodeling spending.  However,
S&P could take a negative rating action if the increase in
remodeling spending fails to materialize as it expects, resulting
in Continental's debt leverage measures being sustained at more
than 5.5x.


COUNTRYWIDE FINANCIAL: Former Exec Denies Scheme to Mislead Buyers
------------------------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that a former
executive of Bank of America Corp.'s Countrywide unit testified
she wasn't part of a scheme to defraud Fannie Mae and Freddie Mac
by selling them thousands of defective loans.

According to the report, the U.S. sued Bank of America in October,
joining a whistle-blower action filed by another former
Countrywide executive, Edward O'Donnell. The U.S. claims Bank of
America and Countrywide, which the Charlotte, North Carolina-based
bank acquired in 2008, sold thousands of defective loans from 2007
to 2009 to the home-mortgage finance companies.

"There was no scheme," Rebecca Mairone, 46, a defendant in the
government's suit against Bank of America, testified on Oct. 16 in
Manhattan federal court, the report related.

The case is the first brought by the U.S. against a bank over
defective mortgages to go to trial, the report said.  Mairone, the
only individual named as a defendant in the case, testified in
response to questioning by her lawyer, Marc Mukasey. Mairone said
she now works for JPMorgan Chase & Co.

Countrywide engaged in the fraud to boost profits, making at least
$165 million, Assistant U.S. Attorney Pierre Armand told jurors in
his opening statements Sept. 24, the report further related.

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

                   About Countrywide Financial

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

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


CUE & LOPEZ: Employs Charles A. Cuprill as Bankruptcy Counsel
-------------------------------------------------------------
Cue & Lopez Construction, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Charles
A. Cuprill, P.S.C., Law Offices as counsel.

The Debtor has provided the firm a $15,000 retainer, against which
the law firm will bill on the basis of $350 per hour, plus
expenses, for work performed or to be performed by Charles A.
Cuprill-Hernandez, Esq.; $225 per hour for any senior associate;
$150 per hour for junior associates; and $85 per hour for
paralegals.

Mr. Cuprill-Hernandez, an attorney and counselor-at-law, and the
principal of Charles A. Cuprill, P.S.C., Law Offices, 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.

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.).  The case is assigned to Judge
Brian K. Tester.

The Debtor is represented by Charles Alfred Cuprill, Esq., at
CHARLES A CURPILL, PSC LAW OFFICE, in San Juan, Puerto Rico.

The Debtor discloses assets of $12.65 million and liabilities of
$16.66 million.  The Chapter 11 petition was signed by by Frank F.
Cue Garcia, president.


CUE & LOPEZ: Taps Carrasquillo as Financial Consultant
------------------------------------------------------
Cue & Lopez Construction, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ CPA
Luis R. Carrasquillo & Co., P.S.C., as accountant to assist the
Debtor's management in the financial restructuring of its affairs
by providing advice in strategic planning and the preparation of
the Debtor's plan of reorganization, disclosure statement and
business plan, and participating in negotiations with creditors.

The Debtor has retained Carrasquillo on the basis of a $10,000
advance retainer, against which the firm Carrasquillo will bill as
per the hourly billing rates.  CPA Luis R. Carrasquillo Ruiz, a
partner at the firm, will be paid $160 per hour.

Mr. Carrasquillo Ruiz 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.

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.).  The case is assigned to Judge
Brian K. Tester.

The Debtor is represented by Charles Alfred Cuprill, Esq., at
CHARLES A CURPILL, PSC LAW OFFICE, in San Juan, Puerto Rico.

The Debtor discloses assets of $12.65 million and liabilities of
$16.66 million.  The Chapter 11 petition was signed by by Frank F.
Cue Garcia, president.


CUMULUS MEDIA: Selling 16.4 Million Class A Shares at $5 Apiece
---------------------------------------------------------------
Cumulus Media Inc. has priced its previously announced
underwritten public offering of 16,400,000 shares of its Class A
common stock at a price to the public of $5.00 per share.  Cumulus
has also granted the underwriters a 30-day option to purchase up
to an additional 2,460,000 shares of Class A common stock.  The
offering is expected to close on or about Oct. 16, 2013, subject
to the satisfaction of customary closing conditions.

Cumulus expects to receive net proceeds from the offering of
approximately $77.6 million after underwriting discounts and
commissions and estimated offering expenses (or approximately
$89.3 million if the underwriters exercise their option to
purchase additional shares of Class A common stock in full).

Cumulus intends to use approximately $77.6 million of the net
proceeds from the offering to redeem all outstanding shares of the
Company's Series B preferred stock, including accrued and unpaid
dividends.  The remaining net proceeds from the offering, if any,
are expected to be placed in the Company's corporate treasury and
used for general corporate purposes.

RBC Capital Markets is acting as the sole book-running manager and
Macquarie Capital, CRT Capital and Noble Financial Capital Markets
are acting as the co-managers for the offering.

                        About Cumulus Media

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

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

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

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

                           *     *     *

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

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

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


DETROIT, MI: DOJ Defends Constitutionality of Chapter 9 Bankruptcy
------------------------------------------------------------------
Reuters reported that a U.S. Department of Justice attorney on
Wednesday defended the legality of Chapter 9 municipal bankruptcy
in the second day of hearings addressing legal issues surrounding
Detroit's bankruptcy case.

According to the report, municipal bankruptcy does not infringe on
states' rights because the state needs to authorize Chapter 9
filing by a local government, Matthew Troy, an attorney in the
Justice Department's Civil Division, told U.S. Bankruptcy Judge
Steven Rhodes, who is overseeing the case.

"It's the state's decision," Troy said, the report related.

A union attorney argued on Oct. 16 the bankruptcy process erodes
states' accountability under their constitutions by ceding their
responsibility for financial management within their borders to
the federal bankruptcy court.

With Michigan Governor Rick Snyder's permission, Detroit filed the
largest municipal bankruptcy in U.S. history on July 18, and a
trial to determine the city's eligibility for bankruptcy
protection is scheduled for next week, the report said.  That
trial will determine whether the city is insolvent and if it
engaged in good-faith negotiations with its creditors or that
those negotiations were not possible due to a huge number of
creditors.

                    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: Legality of Bankruptcy Argued in Court
---------------------------------------------------
Reuters reported that a lawyer representing Detroit's largest
public union argued on Oct. 16 that Chapter 9 municipal bankruptcy
is unconstitutional because it impairs states' rights to manage
their own finances.

"States are ceding accountability for their own financial
management," attorney Sharon Levine, representing Council 25 of
the American Federation of State, County and Municipal Employees,
said in a hearing before U.S. Bankruptcy Judge Steven Rhodes, the
report related.  "By turning it over to the federal government and
hiding behind the bankruptcy process, we lose that accountability
which is a cornerstone of the state constitution."

According to the report, Levine argued that it should be left to
the states to restructure municipal debt because Chapter 9
unfairly requires a municipality to settle debts in federal
bankruptcy court without full consent from all its creditors.

Oct. 15 marked the start of a two-day hearing that will address
the thorny legal issues surrounding Detroit's July 18 bankruptcy
filing, the biggest in U.S. history, the report said.

Attorneys representing unions, retirees and other creditors also
argued that Michigan's constitution protects public pensions from
being cut, the report further related.  But Rhodes questioned
whether the city's eligibility for bankruptcy should hinge on a
plan of action it might take at a later date.

                    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: Mich. Says Funding State Court Is City's Problem
-------------------------------------------------------------
Law360 reported that the state of Michigan on Oct. 15 challenged a
union's claim that it must fund the state district court in
Detroit if the city can't, claiming a bankruptcy court can't
compel the city or the state to provide alternate sources of
funding.

According to the report, Michigan made a limited reply to the the
American Federation of State, County and Municipal Employees'
objection to Detroit's move to extend the automatic bankruptcy
stay to any litigation pending against the 36th District Court and
certain related entities.

                    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.


DOLE FOOD: Moody's Affirms B3 CFR & Rates New $275MM Notes Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Dole Food
Company, Inc.'s proposed $275 million in junior secured notes.
Concurrently, Moody's affirmed all of Dole's other ratings,
including its B3 Corporate Family Rating.

Dole, which is in the process of financing a management buyout,
has made changes to the proposed capital structure since initially
commencing its financing efforts. As part of the changes, Dole is
seeking to increase its senior secured term loan from $675 million
to $725 million, which Moody's will continue to rate B2. Dole has
also chosen to replace its proposed $325 million in senior
unsecured notes with $275 million in junior secured notes which
will have a subordinate claim to other secured debt in its capital
structure. The rating on Dole's previously proposed $325 million
senior unsecured notes is withdrawn. The outlook is stable.

The following rating is assigned, subject to Moody's review of
final documentation:

$275 million junior secured notes due 2019 at Caa1 (LGD 5, 71%)

The following ratings are affirmed:

Corporate Family Rating at B3;

Probability of Default Rating at B3-PD;

$725 million senior secured term loan due 2020 at B2 (LGD 3, 37%)

Speculative Grade Liquidity Rating at SGL-3

The following rating is withdrawn:

$325 million senior unsecured notes due 2021 at Caa2 (LGD 5, 81%)

The Ba3 (LGD 3, 32%) ratings on Dole's existing $675 million
senior secured term loan and $180 million revolver are unchanged
and will be withdrawn upon closing of the new bank facilities.

Ratings Rationale:

Dole's B3 Corporate Family Rating reflects the very high financial
leverage resulting from the debt-financed management buyout,
coupled with the earnings and cash flow volatility inherent in the
company's commodity oriented business and its vulnerability to
uncontrollable factors such as weather, and regulations on key
products. The rating also reflects the company's adequate --
albeit not plentiful -- liquidity profile given Moody's
expectation of negative free cash flow over the next 12 to 18
months. Moody's expects that the refinancing that Dole is
currently undertaking will be insufficient to finance the
company's growth plans over the next 12-24 months. These include
its contractual obligation over the next 24 months to pay for
three new previously-ordered ships. As such, Moody's expects that
Dole will need to further access the long term capital markets in
the relatively near term in order to finance this expansion.
Moody's also expects that leverage will remain high given Dole's
significant capital investment plans over the next year and the
potential for debt funded acquisitions and shareholder returns.
Dole benefits from its scale, with over $4 billion in pro forma
fiscal 2012 revenues, leading market positions in a number of
categories, and good geographic diversity.

The stable outlook reflects Moody's expectation that the company
will maintain adequate liquidity and will benefit from its
initiatives to cut costs and increase vertical integration which
should improve profitability.

The ratings could be upgraded if the company achieves material and
sustained improvement in operating margins, and is able to reduce
debt/EBITDA such that it approaches 6 times, incorporating Moody's
adjustments. Upward rating momentum would also require it to
solidify its capital structure given planned expansion plans,
improve its liquidity profile, and generate positive free cash
flow for a sustained period.

A downgrade could be considered if operating profits deteriorate
or liquidity weakens. A downgrade could also occur if the company
engages in large debt funded acquisitions or shareholder returns.


DVI INC: 2nd Circ. Frees Deloitte From $300MM Malpractice Suit
--------------------------------------------------------------
Law360 reported that the Second Circuit on Oct. 16 affirmed the
dismissal of a long-running $300 million suit accusing Deloitte &
Touche USA LLP of neglecting to investigate allegedly improper
accounting by insiders of a health care finance company that
spiraled into bankruptcy.

According to the report, a three-judge panel for the appeals court
also affirmed U.S. District Judge Sidney H. Stein's decision to
exclude expert testimony in the case lodged by Dennis J. Buckley,
the trustee of DVI Inc., calling it "unduly speculative."

The appellate case is Buckley v. Deloitte & Touche U.S.A. L.L.P.,
Case No. 12-3522 (2d. Cir.).


EDISON MISSION: Ch. 11 Doesn't Bar Enviro Action, Judge Told
------------------------------------------------------------
Law360 reported that the Sierra Club on Oct. 16 asked a federal
judge for permission to drag bankrupt Edison Mission Energy before
Illinois state environmental regulators to answer for what the
group claims are excessive sulfur dioxide emissions from the power
company's coal-fired plants in the state.

According to the report, at a bankruptcy hearing in Chicago, the
environmental group argued that the automatic stay shielding EME
from creditors and lawsuits while it is in Chapter 11 does not
apply to the group's regulatory action before the Illinois
Pollution Control Board.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors other than Camino Energy Company are represented by
David R. Seligman, Esq., at Kirkland & Ellis LLP; and James H.M.
Sprayragen, Esq., at Kirkland & Ellis LLP.  Counsel to Debtor
Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins
LLC.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until
December 2014 to receive benefits from a tax-sharing agreement
with parent Edison International Inc.


EMPIRE DIE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Empire Die Casting Co., Inc.
        635 East Highland Road
        Macedonia, OH 44056

Case No.: 13-52996

Chapter 11 Petition Date: October 16, 2013

Court: United States Bankruptcy Court
       Northern District of Ohio (Akron)

Judge: Hon. Marilyn Shea-Stonum

Debtor's Counsel: Kate M Bradley, Esq.
                  BROUSE MCDOWELL
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: 330-535-5711
                  Email: kbradley@brouse.com

                       - and -

                  Marc Merklin, Esq.
                  BROUSE MCDOWELL, LPA
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: 330-535-5711
                  Fax: 330-253-8601
                  Email: mmerklin@brouse.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert Hopkins, president.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                    Nature of Claim    Claim Amount
   ------                    ---------------    ------------
Imperial Zinc Corp.           Trade Payable       $1,789,031
1031 Eat 103rd Street
PO Box 66366
Chicago, IL 60628

Eastern Alloys Corp.          Trade Payable         $423,758
Henry Henning Drive
PO Box 317
Maybrook, NY 12543

Staffinders, Inc.             Trade Payable         $218,648

Arco Alloys Corp.              Trade Payable        $175,785

Aluminum & Zinc Metal Sales    Trade Payable        $120,705
Inc.

E.A. Aluminum                  Trade Payable         $90,339

Ohio Edison                    Utility               $84,257

Accu-Die & Mold                Trade Payable         $66,500

Frech U.S.A. Inc.              Trade Payable         $57,104

TrimTool & Machine, Inc.       Trade Payable         $56,709

Metal Mechanics, Inc.          Trade Payable         $50,099

Modern Industries, Inc.        Trade Payable         $40,772

Maint Employees Teamsters      Trade Payable         $40,085
International Brotherhood
of Teamsters

Godfrey & Wing Inc.            Trade Payable         $38,444

Midwest Box Company            Trade Payable         $38,196

Craddock Finishing Corp.       Trade Payable         $29,030

Suburban Manufacturing Cor.    Trade Payable         $28,593

Willham Manufacturing Co.      Trade Payable         $27,690

Hess Corporation               Utility               $27,241

Jergens, Inc.                  Trade Payable         $24,638


ENERGY FUTURE: Green Groups Seek Mine Clean Up Assurances
---------------------------------------------------------
Eileen O'Grady, writing for Reuters, reported that environmental
group leaders on Oct. 16 urged Texas regulators to ensure that
financially strapped Energy Future Holdings can cover the cost of
cleaning up its coal mine operations in the state in the future.

According to the report, Dallas-based Energy Future Holdings, the
state's largest generator of electricity, is working to
restructure about $40 billion in debt in the next few weeks.

Environmental interests, Public Citizen and the Sierra Club,
question whether EFH and its subsidiaries have set aside cash or
assets with sufficient value to cover a potential $1 billion tab
to clean up its mining operations as required by law should the
company declare bankruptcy and plants are shuttered by new owners,
the report said.

The Texas Railroad Commission, which oversees mining activity in
the state, has allowed Luminant Mining to "self-bond," or pledge
company assets to meet the agency's financial requirements rather
than put up a cash bond, the report related.

Luminant operates mines in 11 Texas counties that supply the
lignite, a low-quality coal, that is burned at five Luminant power
plants and can generate more than 8,000 megawatts of electricity,
enough to serve 4 million Texas homes on an average day, the
report further related.

             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.


ENERGYSOLUTIONS INC: Inks 3rd Amendment to JPMorgan Facility
------------------------------------------------------------
EnergySolutions, Inc., entered into Amendment No. 3 to the Credit
Agreement with JPMorgan Chase Bank, N.A., as administrative agent,
dated as of Aug. 13, 2010, as amended.  The Loan Amendment
contains the following terms and conditions:

   (1) that the applicable margin for the Company's senior secured
       term loans made pursuant to the Credit Agreement be
       increased until such time as the Company reduces the
       aggregate outstanding amount of senior secured term loans
       under the amended Credit Agreement and the Company's 10.75
       Percent Senior Notes due 2018 to $675 million or less;

   (2) that the Company will pay a consent fee to each lender that
       has entered into the Loan Amendment equal to 0.25 percent
       of the sum of the outstanding term loans and revolving
       commitments of that lender as of the effective date of the
       Loan Amendment (determined after giving effect to the Loan
       Amendment);

   (3) that the Company reimburse the administrative agent for
       fees, charges and disbursements of counsel in connection
       with preparation of the Loan Amendment; and

   (4) that no later than 270 days after the effective date of the
       Loan Amendment, the Company reduces its outstanding debt
       with respect to the Company's senior secured term loans
       under the amended Credit Agreement and the Company's 10.75
       Percent Senior Notes due 2018 to $675 million or less.

                      About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

EnergySolutions reported net income of $3.92 million in 2012, as
compared with a net loss of $193.64 million in 2011.  The
Company's balance sheet at June 30, 2013, showed $2.44 billion
in total assets, $2.21 billion in total liabilities and $233.08
million in total equity.

                         Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives.

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our common stock," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &
Poor's Ratings Services placed its ratings, including its 'B'
corporate credit rating, on EnergySolutions on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with other
suitors, which may include other financial sponsors or strategic
buyers.


EQUIHOME MORTGAGE: Reed Smith Can't Shake Malpractice Suit
----------------------------------------------------------
Law360 reported that a New Jersey state judge ruled that Reed
Smith LLP couldn't toss a mortgage company's lawsuit claiming the
firm and Coffey & Associates PC negligently failed to advise the
company of insurance coverage in a consumer fraud lawsuit that
spawned a $780,000 jury verdict and helped drive it into
bankruptcy.

According to the report, Morris County Judge Robert J. Brennan
denied Reed Smith's dismissal motion in the case brought by
EquiHome Mortgage Corp., which contends the firm and Princeton-
based partner Robert Jaworski didn't properly investigate its
defense and indemnity.


EXCEL MARITIME: Can Employ Ernst & Young for Restructuring Advice
-----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Excel Maritime Carriers
Ltd. and its debtor-affiliates to employ Ernst & Young LLP as
restructuring service provider, nunc pro tunc to July 18, 2013.

Notwithstanding any other provision of the order or the engagement
letter to the contrary, if the Debtors retain Ernst & Young for
services beyond the scope of services set forth in the
restructuring services SoW:

   (a) the Debtors shall file an expansion application which sets
       forth any additions to the scope of services; and

   (b) the Official Committee of Unsecured Creditors may, in
       addition to any other right to object to such expansion
       application it may have, object to any of the application
       of any of terms of the MSA with respect to such expanded
       scope of services as if the MSA was not previously approved
       by this order.

                       About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

The company blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The Debtor
disclosed $35,642,525 in assets and $1,034,314,519 in liabilities
as of the Chapter 11 filing.

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.  The Creditors' Committee is
represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq.,
and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer
& Feld LLP, in Dallas, Texas.  Jefferies LLC serves as the
Committee's investment banker.

The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to
implement a reorganization worked out before a July 1 bankruptcy
filing.  The plan will give ownership to secured lenders owed $771
million, although the lenders will allow current owner Gabriel
Panayotides to keep control, at least initially.  Unsecured
creditors with claims totaling $163 million will receive a $5
million, eight percent note for a predicted recovery of 3 percent.
Holders of $150 million in unsecured convertible notes make up the
bulk of the unsecured-claim pool.


EXCELITAS TECH: Moody's Affirms 'B3' CFR & Rates $580MM Loan 'B1'
-----------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) of Excelitas
Technologies Corp. At the same time, Moody's changed the outlook
of the company to negative from stable. Concurrently, Moody's
assigned a B1 rating to the company's newly proposed $580 million
1st lien term loan due 2020, $40 million 1st lien revolver due
2020, and $40 million 1st lien delayed draw term loan due 2020.
Moody's does not rate the company's proposed $285 million 2nd lien
term loan due 2021. The rating outlook is negative.

Proceeds from the 1st and 2nd lien term loans, together with an
incremental $15 million equity contribution, will be used to fund
the acquisition of Qioptiq S.a.r.l. for $480 million, refinance
Excelitas' existing debt of ~$323 million (including a prepayment
premium on the mezzanine notes), pre-fund ~$21 million of
restructuring initiatives and pay ~$55 million of total fees and
expenses. In addition, if the delayed draw term loan is ultimately
drawn, it will be used for future acquisition financing.

According to Moody's Analyst Brian Silver, "The increased size and
complementary technologies of the combined entities are positive
from a strategic perspective, but pro-forma leverage is high and
there is potential for integration challenges based on the
relative size of the acquisition and the relative geographic
dispersion of planned facility reorganizations."

The following ratings have been assigned (subject to review of
final documentation):

  New $40 million 1st lien revolver due 2020 at B1 (LGD3, 32%);
  and

  New $580 million 1st lien term loan B due 2020 at B1 (LGD3,
  32%); and

  New $40 million 1st lien delayed draw term loan due 2020 at B1
  (LGD3, 32%).

The following ratings have been affirmed:

  B3 Corporate Family Rating;

  B3-PD Probability of Default Rating;

The following ratings will be withdrawn upon the close of the
transaction:

  $20 million senior secured revolver due 2015 rated B1 (LGD3,
  32%); and

  $223 million senior secured term loan due 2016 rated B1 (LGD3,
  32%).

The rating outlook is negative

Ratings Rationale:

The affirmation of Excelitas' B3 Corporate Family Rating is
largely driven by the increased size and scale of the combined
entities and the company's good track record of integrating past
acquisitions, which helps mitigate the company's high pro-forma
leverage (approximately 6.5 times Moody's adjusted with $26.5
million of synergies) and the potential for Qioptiq integration
challenges. Moody's believes that the complementary product
offerings of the two legacy entities, which have a similar
customer base with no product overlap due to the varying expertise
of each company, bodes well for increased penetration in the
optoelectronic space over time. Nevertheless, given the company's
high initial financial leverage, any delays in management's
ability to deliver the benefits of the acquisition in the form of
enhanced earnings and cash flows over the next 12 -- 24 months
could create ratings pressure.

The B1 ratings on the company's proposed $40 million 1st lien
revolver due 2020, $580 million 1st lien term loan B due 2020 and
$40 million 1st lien delayed draw term loan due 2020 reflect their
first priority status on all present and future assets of
Excelitas and its domestic subsidiary guarantors and seniority in
the capital structure relative to the proposed 2nd lien term loan.
The company's Dutch cooperative, which contains all non-US
subsidiaries of the company, will also be a guarantor and pledge
100% of its own stock and 65% of the stock of the non-US
subsidiaries. The company's credit facilities also include
downstream guarantees from Excelitas Technologies Holding Corp.
The proposed capital structure will also include a $285 million
2nd lien term loan due 2021 that is not rated by Moody's, which
will rank junior to the 1st lien debt.

The negative outlook reflects Moody's expectation for potential
integration challenges and very modest revenue and earnings growth
over the next twelve to eighteen months, primarily driven by
increasing customer penetration and synergy realization. The
outlook also anticipates the company will generate positive free
cash flow during the next 12 - 18 months, which is expected to be
used for debt repayment.

The outlook could be changed to stable if the company is able to
integrate Qioptiq without experiencing major integration issues
while maintaining at least an adequate liquidity profile. Although
not anticipated in the near-term, the ratings could be upgraded if
the company is able to maintain EBITDA margins in excess of 18%,
generate healthy levels of free cash flow and bring adjusted
leverage below 5.5 times. Alternatively, the ratings could be
downgraded if the company's liquidity weakens such that there is
material revolver reliance or if the company is unable to generate
positive free cash flow on an annual basis. In addition, the
ratings could be pressured if leverage (Moody's adjusted
debt/EBITDA) increases from currently high levels and is sustained
above 7.0 times or if interest coverage (EBITA/interest) falls
below 1.0 time.


EXIDE TECHNOLOGIES: Wins Sole Plan Filing Right Through May 2014
----------------------------------------------------------------
Peg Brickley, writing for Dow Jones Business News, reported that
Exide Technologies Inc. has been granted sole control of its
Chapter 11 reorganization process through July of next year.

According to the report, a bankruptcy judge signed off on Oct. 15
on the battery maker's request for an order barring others from
proposing a Chapter 11 reorganization plan, at least until the end
of May 2014. Judge Kevin Carey signed off on the order a day in
advance of the scheduled hearing on the motion, when no opposition
emerged.

Overloaded with debt, Exide filed for bankruptcy protection June
30, the report recalled.  It has promised lenders it will deliver
a comprehensive business plan by March 10, 2014, setting the stage
for talks about how to reshape its balance sheet.

Exide said it needed the protective order to stay focused on its
turnaround effort without the distraction of competing Chapter 11
plans, the report related.  The bankruptcy filing gave the company
a brief reprieve from creditor pressure, but subsequent extensions
of the so-called "exclusivity period," during which only Exide can
propose a Chapter 11 plan, have to be approved by the court.

The early months of Exide's case have been marked by efforts to
get its key Vernon, Calif., plant reopened, after California
regulators ordered it closed as dangerous, the report said.

                     About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Creditors' Panel Can Hire Ashurst as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of Exide Technologies to retain Ashurst LLP to provide
necessary legal services in connection with the Committee's review
and analysis of the Debtor's liens and foreign collateral,
effective as of Aug. 7, 2013.

As reported in the Troubled Company Reporter on Sept. 19, 2013,
the Committee said Ashurst will provide "lien review/analysis"
services, at the direction of the Committee's main counsel.  The
hourly rates for Ashurst's personnel are:

         Partners                   GBP705 - GBP800
         Counsel                    GBP575 - GBP660
         Associates                 GBP300 - GBP550
         Paraprofessionals          GBP190

Judge Kevin Carey further ruled that absent written consent of the
Committee, the fees and expenses for Ashurst are capped at
US$400,000.

                     About Exide Technologies

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

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

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

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

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

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

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


EXIGEN (USA) INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Exigen (USA), Inc.
           FKA Datamax Technologies, Inc.
        345 California St., 10th Flr
        San Francisco, CA 94104

Case No.: 13-32281

Chapter 11 Petition Date: October 17, 2013

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

Judge: Hon. Dennis Montali

Debtor's Counsel: Iain A. Macdonald, Esq.
                  MACDONALD FERNANDEZ LLP
                  221 Sansome St. Third Floor
                  San Francisco, CA 94104
                  Tel: (415) 362-0449
                  Email: iain@macfern.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Sergiy Synyanskyy, director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/canb13-32281.pdf


EXOPACK HOLDINGS: S&P Affirms 'B' Rating on Loan Facilities
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Exopack Holdings S.A.'s senior secured term loan facilities to '3'
from '4'.  The '3' recovery rating indicates S&P's expectation of
meaningful (50% to 70%) recovery in the event of a payment
default.  S&P's improved recovery expectation results from the
company's proposal to reduce the size of the senior secured term
loan facilities to $675 million from $750 million, while
increasing the size of the new senior unsecured notes to
$325 million from $250 million.

At the same time, S&P affirmed the 'B' issue rating on the term
loan facilities.  The 'B-' issue-level and '5' recovery ratings on
the company's senior unsecured notes are unchanged.  S&P's 'B'
corporate credit rating on Exopack and stable outlook are also
unchanged.

"The ratings on Exopack reflect our expectation that very
aggressive financial policies and the fragmented and competitive
plastic and paper packaging markets will offset the company's
improved diversity and somewhat reduced debt leverage," said
Standard & Poor's credit analyst Seamus Ryan.  Although we expect
the company to benefit from some cost reductions and procurement
savings, we believe total adjusted debt to EBITDA will remain more
than 5x.  In addition, there are some risks associated with
achieving these cost savings and with the company's increased
focus on European end markets.  We characterize Exopack's business
risk profile as "fair" and its financial risk profile as "highly
leveraged".


FIRST DATA: Inks Pact to Refinance Holding Company Debt
-------------------------------------------------------
First Data Corporation's parent company, First Data Holdings Inc.,
has reached an agreement with existing debt holders to repay a
portion of the approximately $2 billion 11.5 percent senior
payable-in-kind notes due 2016, and exchange the remainder for new
14.5 percent senior PIK notes due 2019.

In the refinancing, Holdings plans to:

    * Issue approximately $300 million of new convertible
      preferred equity in Holdings with a maturity date of
      December 2021 to existing shareholders;

    * Use the proceeds from the new preferred equity investment to
      repay approximately $300 million of the existing notes; and

    * Issue approximately $1.4 billion of new notes in exchange
      for all of the remaining existing notes.

"First Data has been opportunistic since August 2010 when it began
working with its investors to amend and extend the maturities on
its debt," said First Data CEO Frank Bisignano.  "While the
company has successfully extended the maturities for some $21
billion of debt through the second quarter of this year, this
agreement allows us to address the junior-most of the debt
structure and an element that has been of interest to investors.
With today's announcement we will have effectively addressed,
amended or extended the majority of the debt maturities that
originated in 2007."

The preferred equity and the new notes have not been registered
under the Securities Act of 1933, as amended, or the securities
laws of any state or other jurisdiction, and, unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act and other applicable state securities or blue sky laws and
foreign securities laws.

                         About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

The Company's balance sheet at June 30, 2013, showed $43.70
billion in total assets, $41.67 billion in total liabilities,
$65.2 million in redeemable noncontrolling interest, and $1.95
billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FLETCHER INTERNATIONAL: Case Trustee Hires Special Consultant
-------------------------------------------------------------
Richard J. Davis, the Chapter 11 trustee of Fletcher
International, Ltd., asks for permission from the Hon. Robert E.
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York to authorize Luskin, Stern & Eisler LLP, the Trustee's
counsel, to employ a special consultant to the Trustee.

The Chapter 11 Trustee filed with the Court a redacted copy of his
request in order to protect classified information.  The papers
filed by the Chapter 11 Trustee did not identify the Special
Consultant.

The Special Consultant will provide consulting services as
necessary and requested by Luskin Stern or the Trustee, including:

(a) evaluating the Trustee's potential claims against the
    Consultant relating to the Debtor and the other Fletcher
    Entities; and

(b) providing other consulting services related to those above as
    the Trustee may from time to time request.

The Special Consultant's current hourly rate is $750.

The Special Consultant will also be reimbursed for reasonable out-
of-pocket expenses incurred.

The Chapter 11 Trustee believes the Special Consultant 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 Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., at Luskin, Stern & Eisler LLP as his
counsel.


FRESH & EASY: U.S. Trustee Forms Five-Member Creditors Committee
----------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.

The Committee consists of:

      1. Highland La Quinta II, LLC
         Attn: John J. Pollock
         777 California Ave.
         Palo Alto, CA 94304
         Tel: (650) 494-1400
         Fax: (650) 213-8183

      2. Isabella Lahham
         11226 Apple Canyon Lane
         Riverside, CA 92508

      3. RR Donnelley & Sons
         Attn: Dan Pevonka
         4101 Winfield Rd.
         Warrenville, IL 60555
         Tel: (630) 322-6931
         Fax: (630) 322-6034

      4. Willow Glenn Shopping Center
         Attn: Scott Kovalik
         450 Sansome, 16th Floor
         San Francisco, CA 94111
         Tel: 415-248-2220

      5. Wood Ranch Center, LLC
         Attn: Albert Cohen
         15490 Ventura Blvd., Suite 200
         Sherman Oaks, CA 91403
         Tel: (818) 501-5500

           About Fresh & Easy Neighborhood Market Inc.

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker. Prime Clerk
LLC acts as the Debtors' claims
and noticing agent.  The Debtors estimated assets of at least
$100 million and liabilities of at least $500 million.


FURNITURE BRANDS: Claims Bar Date Set for March 10
--------------------------------------------------
The Court has set March 10, 2014 at 5:00 p.m., as the deadline for
creditors of Furniture Brands International to file proofs of
claim.

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

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

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

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

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


GIORDANO'S ENTERPRISES: Seyfarth Shaw Sued Over Ch. 11 Advice
-------------------------------------------------------------
Law360 reported that the former owners of once-bankrupt pizza
chain Giordano's Enterprises Inc. on Oct. 16 sued their former
counsel at Seyfarth Shaw LLP in Illinois state court for legal
malpractice, claiming the firm cost them more than $2 million by
botching a bankruptcy filing.

According to the report, John and Eva Apostolou say that after GEI
filed for Chapter 11, Seyfarth associate James B. Sowka and former
partner David C. Christian failed to file an adequate objection to
consolidate GEI's and its related entities' estates into one
bankruptcy action.

                   About Giordano's Enterprises

Chicago, Illinois-based Giordano's Enterprises, Inc., was founded
in 1974 in Chicago, Illinois, by two Argentinean immigrants, Efren
and Joseph Boglio.  In 1988, John and Eva Apostolou purchased
control of Giordano's.  Although this casual dining eatery offers
a broad array of fine Italian cuisine, it is primarily know for
its "Chicago's World Famous Stuffed Pizza".  At present,
Giordano's operates six company owned stores in Chicagoland, four
joint venture stores, and thirty-five franchisee locations.  In
addition, Giordano's operates Americana Foods, Inc., located in
Mount Prospect, Illinois, that serves as the commissary for the
majority of food products purchased by the Illinois locations.

An affiliated real estate holding company, Randolph Partners, LP,
owns 12 restaurant buildings that are leased to four of the
company-owned locations, two of the joint venture locations and
six of the franchisee locations.  The other 33 locations are
leased from third party landlords; two for the Giordano's
locations, two for the joint venture locations and 29 for the
franchise locations.  Giordano's is the lessee and subleases the
restaurant facility for 22 of the 29 franchise third party leases.
JBA Equipment Finance, Inc, another affiliated entity, leases
restaurant equipment packages to eight franchisee locations.

Giordano's Enterprises and 26 affiliates filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 11-06098) on
Feb. 16, 2011.  Six additional affiliates filed for Chapter 11
protection on Feb. 17, 2011.  Michael L. Gesas, Esq., David A.
Golin, Esq., Miriam R. Stein, Esq., and Kevin H. Morse, at
Arnstein & Lehr, LLP, in Chicago, serve as the Debtors'
bankruptcy counsel.  Giordano's Enterprises disclosed $59,387 in
assets and $45,538,574 in liabilities as of the Chapter 11 filing.

Certain of the Debtors owe Fifth Third Bank about $13,560,662,
pursuant to loans and financial accommodations, and $31,927,998
under a business loan as of the Petition Date.  Fifth Third
provided DIP financing of up to $35,983,563.

Philip V. Martino was appointed as Chapter 11 trustee in the
Debtors' bankruptcy cases, at the behest of the U.S. Trustee.
Mr. Martino filed a $3,000,000 bond.

The pizza chain was auctioned on Nov. 16, 2011, and ultimately
sold for $61.6 million to an investor group led by Chicago-based
private equity firm Victory Park Capital.  The Debtor was renamed
to GEI-RP following the sale.


GLOBAL CASINOS: Incurs $3.1-Mil. Net Loss in Fiscal 2013
--------------------------------------------------------
Global Casinos, Inc., filed on Oct. 15, 2013, its annual report on
Form 10-K for the fiscal year ended June 30, 2013.

Schumacher & Associates, Inc., in Littleton, Colo., expressed
substantial doubt about the Company's ability to continue as a
going concern, citing the Company's significant losses, and
working capital deficit.

The Company reported a net loss of $1.8 million on $3.1 million of
net revenues in fiscal 2013, compared with a net loss of $845,271
on $3.1 million of net revenues in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $3.2 million
in total assets, $3.1 million in total liabilities, and equity of
$86,726.

A copy of the Form 10-K is available at http://is.gd/8Bw8TD

Atlanta, Ga.-based Global Casinos, Inc., now known as Global
Healthcare REIT, Inc., and its wholly owned subsidiaries operate
in the domestic gaming industry.  The Company is organized as a
holding company for the purpose of acquiring and operating
casinos, gaming properties, and other related interests.  Global
was organized under the laws of the State of Utah on June 8, 1978.

As of June 30, 2013, Global had two casino subsidiaries: one which
owns and operates the Bull Durham Saloon & Casino located in Black
Hawk, Colorado; and one which owns and operates the Doc Holliday
Casino located in Central City, Colorado.  Effective June 13,
2013, Global closed Doc Holliday Casino located in Central City,
Colorado.  In addition, Global also has a 25% equity investment in
an entity that owns certain gaming technology.  This investment is
being accounted for under the equity method and has been fully
impaired as of June 30, 2013.

Effective June 1, 2012, the Company entered into a definitive
Split-Off Agreement with Gemini Gaming LLC to sell all of its
gaming properties, interests and operations.  Gemini is controlled
by Clifford Neuman, the Company's President and Director, Pete
Bloomquist, a Director, and Doug James, the General Manager of the
Company's two casinos: Bull Durham Casino and Doc Holliday Casino.
Also effective June 1, 2012, the Company entered into a definitive
Stock Purchase Agreement with Christopher Brogdon to acquire all
of the issued and outstanding equity securities of Georgia
Healthcare REIT, Inc., which, through a controlled subsidiary,
owns real property in Eastman, Georgia that is operated as a
skilled nursing home through a third-party operating lease.  The
Split-Off and Stock Purchase Agreement were amended and the
amended agreements were consummated effective Sept. 30, 2013, as
part of a planned transition of the Company from one engaged in
the gaming industry to a healthcare REIT.


GREAT PLAINS: Court Schedules Nov. 22 Disclosure Statement Hearing
------------------------------------------------------------------
The hearing to consider the adequacy of the information contained
in the Disclosure Statement explaining Great Plains Exploration,
LLC's Second Amended Chapter 11 Plan of Reorganization dated
Sept. 22, 2013, will be held on Nov. 22, 2013, at 9:30 a.m.
Objections, if any, are due no later than Nov. 15, 2013.

Pursuant to the terms of Second Amended Plan, the Assets of the
Estate will vest or re-vest in the Reorganized Debtor on the
Effective Date.  The Debtors have negotiated a private sale of
certain assets consisting principally of Debtors' mineral
leases, wells, pipelines and related (well operating) equipment
for a price sufficient to pay all of the Debtors' obligations
under their respective Plans.  An Asset Purchase Agreement
covering the Private Sale will be filed with a Supplement to the
Disclosure Statement at least ten (10) days in advance of the
hearing on Approval of the Disclosure Statement.  Until it has
received final, internal approval for the transaction, the buyer
is unable to be disclosed in time to meet the Court's September 23
deadline for the filing of this Plan.

The Private Sale is expected to close not later than Dec. 31,
2013, in order to permit timely remittance of the RBS Settlement
Payment.  Out of an abundance of caution, this Plan provides for a
possible delay of fifteen days, resulting in the RBS Delayed
Settlement Payment.

A copy of the Disclosure Statement is available at:

    http://bankrupt.com/misc/GREAT_PLAINS_ds_2plan.pdf

The Debtor will pay to RBS the RBS Settlement Payment of
$10.8 million on or before Dec. 31, 2013, in full and complete
satisfaction of the Oz-GPE Obligation and the John D. Obligation.
If the Private Sale does not close in time to make payment of the
RBS Settlement Payment by Dec. 31, 2013 (or such date as may be
agreed to by RBS), the Debtor will pay the RBS Delayed Settlement
Payment amount by Jan. 15, 2014.  If neither the RBS Settlement
Payment nor the RBS Delayed Settlement Payment is timely paid, RBS
will be entitled to payment of its Allowed Class 2 Claim on
Jan. 16, 2014.

Holders of Allowed Other Secured Claims in Class 3 which are
secured by Collateral included in the Private Sale will be paid an
amount agreed by the Creditor and the Debtor from the proceeds of
the Private Sale, for the Collateral sold, or the amount of their
claim will be escrowed pending determination by the Court.
Holders of Allowed Class 3 Claims which are secured by Collateral
not included in the Private Sale will be granted relief from the
Automatic Stay effective 30 days after the private sale, during
which time the Debtor and such creditor may reach agreement on an
amount to be paid.

Unless the Debtor and the holder of an Allowed General Unsecured
Claim in Class 4 agree to a different treatment, each holder of a
Class 4 allowed claim will receive 50% of the Allowed Amount, paid
within thirty (30) days of the closing of the Private Sale.

Holders of Class 4 Claims against the Debtor that are insiders or
related-entities will not receive any distribution on account of
their Allowed Claim until such time as other Class 4 creditors
have been paid pursuant to the terms of the plan.

Equity Interests in the Debtor in Class 5 will retain their
interests in the Debtor.

                         About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Sept. 30, 2011, showed $8.12 million in total
assets, $12.92 million in total liabilities and a $4.79 million
total deficit.  The petitions were signed by Richard M. Osborne,
CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GREAT PLAINS: Hearing on WF Stay Relief Bid Continued to Nov. 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has continued to Nov. 22, 2013, at 9:30 a.m. the hearing on the
motion of Creditor Wells Fargo Equipment Finance, Inc.'s motion
for relief from the automatic stay in the Chapter 11 case of Great
Plains Exploration, LLC.

As reported in the TCR on September 9, Wells Fargo has recognized
that the Debtor will file a Second Amended Plan by the Sept. 23
deadline, and that the Court will most likely defer the ruling on
the stay relief motion to allow that process to play out first.

                         About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Sept. 30, 2011, showed $8.12 million in total
assets, $12.92 million in total liabilities and a $4.79 million
total deficit.  The petitions were signed by Richard M. Osborne,
CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GREAT PLAINS: Hearing on WF Conversion Motion Continued to Nov. 22
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
has continued the hearing to consider Wells Fargo Equipment
Finance, Inc.'s motion to convert Great Plains Exploration, LLC's
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code, to
Nov. 22, 2013, at 9:30 a.m.

As reported in the Troubled Company Reporter on Aug. 28, 2013,
the Debtor, by and through its counsel, Bernstein-Burkley, P.C.,
objected to the motion of Wells Fargo to convert the case to one
under Chapter 7 of the Bankruptcy Code, citing that:

  1. Wells Fargo is adequately protected by its lien on the
     Collateral, is receiving interest payments in accordance with
     the prior adequate protection stipulation, and does not set
     forth sufficient grounds for converting the case.

  2. The Debtor's Plan has not been denied confirmation and the
     Debtor's Disclosure Statement remains under consideration by
     the Court.  Debtor continues its attempts to work through the
     objections and arrive at a Plan and Disclosure statement,
     which must be filed by Sept. 23, 2013.

  3. Wells Fargo is adequately protected by its collateral and the
     interest payments.  No other creditor seeks to convert the
     case to Chapter 7.  On the contrary, other creditors continue
     to work with the Debtor to fashion reorganization in this
     case.

  4. The Debtor submits that if Wells Fargo feels that its
     protection is inadequate, it has the ability to bring that
     concern to the attention of the Court by way of its Motion
     for Relief from Stay, which the Debtor also believes in not
     well made.

  5. Conversion is neither warranted nor appropriate under the
     circumstances of this case.

As reported in the TCR on July 18, 2013, Wells Fargo, through its
counsel, Scott McGuireWoods LLP, said that the Debtor has had more
than adequate opportunity to restructure its business operations
and present a viable plan of reorganization, but has failed to do
so, thus the Court should convert the Debtor's bankruptcy case to
a Chapter 7 proceeding.

                         About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Sept. 30, 2011, showed $8.12 million in total
assets, $12.92 million in total liabilities and a $4.79 million
total deficit.  The petitions were signed by Richard M. Osborne,
CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


HIGH MAINTENANCE: Wants Plan Filing Period Extended to Jan. 6
-------------------------------------------------------------
High Maintenance Broadcasting LLC, and GH Broadcasting, Inc., ask
the U.S. Bankruptcy Court for the Southern District of Texas to
extend the periods within which the Debtors can exclusively file a
plan of reorganization and solicit acceptances of that plan until
Jan. 6, 2014, and March 7, 2014, respectively.

Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, the attorney
for the Debtors, says that the Debtors request the 45-day
extensions of the Exclusivity Period and the Confirmation Period
so that they may continue their turnaround efforts while
negotiating and developing the terms of a confirmable plan of
reorganization.  The Debtors are engaged in good-faith
negotiations with their largest creditors regarding the terms of a
plan.

The Debtors are scheduled to participate in mediation in Dallas,
Texas, on Oct. 24, 2013, with their largest creditors.  "The
Debtors are hopeful of making meaningful progress toward a
consensual plan of reorganization at mediation.  However, the
terms of a plan will depend, to some degree, on both the outcome
of the Debtors' ongoing negotiations with its largest lenders and
the degree to which the Debtors are able to increase their revenue
over during the remainder of 2013," Mr. Neligan says.

The Debtors, according to Mr. Neligan, have been exploring
alternatives to a traditional plan of reorganization, including a
sale of substantially all of the Debtors' assets.  They have held
negotiations with various parties and anticipate that those
negotiations will continue while the Debtors prepare and propose a
plan.

                       About High Maintenance

High Maintenance Broadcasting, LLC, owns and operates the
television broadcasting station KUQI (Channel 38), which is
licensed in Corpus Christi, Texas.

On June 17, 2013, an involuntary petition for relief (Bankr.
S.D. Tex. Case No. 13-20270) was filed against High Maintenance by
Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy,
Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises,
LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J.
Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family,
Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section
303 of the Bankruptcy Code.

An involuntary petition under Chapter 11 of the U.S. Bankruptcy
Code was also filed against GH Broadcasting, Inc., on July 2,
2013.  GH Broadcasting owns and operates television broadcast
stations KXPX CA and KTOV LP, which are licensed in Corpus
Christi, Texas.

On July 24, 2013, the Debtors filed responses to the involuntary
petition, in which they assented to the entry of an order for
relief.  The Court entered on July 25, 2013, consensual orders for
relief in each of the Debtors' cases.  On Aug. 1, 2013, the Court
entered an order for the joint administration of the cases.

The Debtors' counsel are Patrick J. Neligan Jr., Esq., John D.
Gaither, Esq., of Neligan Foley LLP.


IFEC LP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor entities filing separate Chapter 11 cases:

   Debtor                                      Case No.
   ------                                      --------
International Foreign Exchange Concepts, L.P.  13-13380
3 Park Avenue, 30th Floor
New York, NY 10016

International Foreign Exchange Concepts        13-13379
Holdings, Inc.
3 Park Avenue, 30th Floor
New York, NY 10016

Chapter 11 Petition Date: October 17, 2013

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

Debtor's Counsel: Henry P. Baer, Jr., Esq.
                  FINN DIXON & HERLING LLP
                  177 Broad Street, 15th Floor
                  Stamford, CT 06901
                  Tel: (203) 325-5000
                  Fax: (203) 325-5001
                  Email: hbaer@fdh.com

Debtor's          CDG Group
Restructuring
Advisors:

Special           Withers Bergman LLP
Counsel:

Notice, Claims,   Logan & Company, Inc.
Solicitation and
Balloting Agent:

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Robert Savage, chief operating officer.

A. IFEC L.P.'s List of 20 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Asset Management                  Unsecured Note     $34,000,000
Finance LLC
c/o Schulte Roth Zabel LLP
919 Third Avenue
New York, New York
10022

Charles Pehlivanian                Bonus Owed           $100,000

Withers Bergman LLP                Professional Fees     $93,856

3 Park Avenue                      Trade Debt            $84,193

Willkie Farr & Gallagher LLP       Professional Fees     $81,095

Kinetic Partners                   Trade Debt            $70,000

Bloomberg, L.P.                    Trade Debt            $42,955

Smith Hanley                       Trade Debt            $25,000

Microsoft Licensing, GP            Trade Debt            $20,432

Reliant Technology                 Trade Debt            $15,177

American Express                   Trade Debt            $12,070

Cohen Brothers Realty Corp.        Trade Debt            $11,008

CQG, Inc.                          Trade Debt             $6,248

Tribridge                          Trade Debt             $5,351

Carr Business Systems              Trade Debt             $5,225

Jennifer Kim                       Insurance Payments     $4,914

Paetec Communications Inc.         Trade Debt             $4,656

CDW Direct, LLC                    Trade Debt             $4,465

Benjamin Adler                     Professional Fees      $4,461

NY Aquarium Service, Inc.          Trade Debt             $3,742

B. IFEC Holdings's List of Seven Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
Go to Premium Finance             Trade Debt             $377,103

Rothstein Kass                    Professional Fees       $55,500

Chubb & Son                       Trade Debt              $17,126

IPFS Corporation                  Trade Debt              $16,354

Franchise Tax Board               Tax Claim                $6,828

VLP Law Group LLP                 Trade Debt               $2,744

Delaware Secretary of State       Filing Fees              $1,515


IL CASTELLO: Restaurant & Catering Hall Auction on Wed., Oct. 23
----------------------------------------------------------------
MYC & Associates, Inc., will sell the contents of IL Castello'
Lido Restaurant, Inc.'s restaurant and catering hall at an auction
to be held at 101 City Island Ave., in Bronx, N.Y., at 11:30 a.m.,
Wed., Oct. 23, 2012.  A complete list of the assets being sold is
available at http://www.myccorp.com/upcomingsales/lido/index.html
at no charge.  For additional information about the auction,
contact:

          Victor M. Moneypenny
          MYC & Associates, Inc.
          1110 South Avenue, Suite 61
          Staten Island, NY 10314
          Telephone: (347) 273-1258
          E-mail: vm@myccorp.com

IL Castello Lido Restaurant, Inc., sought chapter 11 protection
(Bankr. S.D.N.Y. Case No. 12-11572) on Apr. 17, 2012.  At that
time, the debtor was represented by Edward L. Koester, Esq. --
edkoester@optonline.net -- and estimated its assets at less than
$50,000 and its debts between $100,000 and $500,000.  A copy of
the Debtor's chapter 11 petition is available at
http://bankrupt.com/misc/nysb12-11572.pdfat no charge.  Since the
filing, the chapter 11 restructuring has converted to a chapter 7
liquidation proceeding, and the Chapter 7 Trustee is:

          Deborah J. Piazza, Esq.
          Tarter Krinsky & Drogin LLP
          1350 Broadway
          New York, NY 10018
          Telephone: (212) 216-1140
          E-mail: dpiazza@tarterkrinsky.com


J.C. PENNEY: Bank Debt Trades at 3% Off
---------------------------------------
Participations in a syndicated loan under which JC Penney is a
borrower traded in the secondary market at 96.86 cents-on-the-
dollar during the week ended Friday, Oct. 18, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.31
percentage points from the previous week, The Journal relates.  JC
Penney pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 29, 2018, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


JCK HOTELS: Bankruptcy Case Closed, Sept. 26 Hearing Terminated
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
entered a virtual entry terminating the hearing scheduled for
Sept. 26, 2013, on JCK Hotels LLC's request for final decree
closing its Chapter 11 case.

The Court affirmed its tentative ruling on Sept. 23, in which the
Hon. Louise Decarl Adler granted the Debtor's application for
entry of final decree closing the case.

As reported in the Troubled Company Reporter on Sept. 18, 2013,
according to the Reorganized Debtor, the case is now fully
administered as demonstrated by these factors set forth in the
Advisory Committee notes to Rule 3022:

   a) the order confirming Debtor's plan of reorganization
      has become final;

   b) any payments required by the Plan have been distributed;

   c) the Debtor has assumed the business or the management
      of property dealt with by the Plan;

   d) payments under the Plan have been completed; and

   f) all motions, contested matters and adversary proceedings
      have been fully resolved.

As reported in the TCR, the Bankruptcy Court confirmed the plan of
reorganization at a cramdown hearing on Nov. 29, 2012.  According
to the Amended Disclosure Statement filed on April 16, 2012, the
Plan contemplates an infusion of cash from JCK Holdings of
$400,000 and $2,200,000 from investors.  The cash infusion will be
used by the Debtor to make distributions to allowed claims as
provided in the Plan, reinstate unpaid interest and allowable
costs of approximately $1.2 million of the first trust deed holder
on the Debtor's properties.  Approximately $950,000 of the cash
infusion will be used to complete the renovations remaining on one
of the Debtor's two hotels Choice Hotel Suites, and another
$150,000 will be reserved for fees and costs incurred by
professionals in pursuit of confirming the Plan.  The balance of
approximately $450,000 will be used to pay 25% of the claims of
Pacific Western Bank and 25% of the unsecured creditors.

                       About JCK Hotels, LLC

JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday
Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel
in San Diego, California.  The Hotels are operated under licensing
and franchise agreements with Holiday Inn Express and Comfort
Suites.

JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif.
Case No. 11-09428) on June 3, 2011.  Judge Louise DeCarl Adler
presides over the case.  William M. Rathbone, Esq., and Daniel C.
Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as
bankruptcy counsel.  The Debtor tapped Dae Hyun Kim, CPA &
Associates as financial advisor.  While no formal appraisal has
been done recently, the Debtor believes the fair market value of
both Hotels exceeds $18 million.  The Debtor disclosed
$19,611,552 in assets and $14,974,079 in liabilities as of the
Chapter 11 filing.  The petition was signed by Charles Jung,
managing member.

Tiffany L. Carroll, Acting U.S. Trustee for Region 16, appointed
three unsecured creditors to serve on the Official Committee of
Unsecured Creditors of JCK Hotels.


JEFFERSON COUNTY, AL: Nov. 12 Hearing to Confirm Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
will convene a hearing on Nov. 12, 2013, at 9 a.m., to consider
the confirmation of Jefferson County, Alabama's Chapter 11 Plan.

At the hearing, the Court will also consider the objection filed
by Lucille Crawford.

The Troubled Company Reporter on Oct. 14, 2013, citing Melinda
Dickinson of Reuters, said creditors in the $4.2 billion municipal
bankruptcy case involving Alabama's Jefferson County have
"overwhelmingly approved" the county's plan of adjustment,
Jefferson County Commission president David Carrington said.

The approval comes after the county's biggest Wall Street
creditors, including JPMorgan Chase & Co and Bank of New York
Mellon, previously signed off on the plan, which will include
losses of as much as 70 cents on the dollar, the Reuters report
related.

The negotiated plan promises to deliver only $1.835 billion to
sewer-system warrant holders owed $3.078 billion, with bondholder
losses on a scale not seen since the 1930s, Reuters said.

Jefferson County was the largest municipal bankruptcy case in U.S.
history until the city of Detroit in July sought protection from
creditors under Chapter 9 of the U.S. bankruptcy code with a debt
load exceeding $18 billion, the report noted.  That case is
ongoing.

                     About Jefferson County

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

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

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

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

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

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

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

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

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

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


JOHN D. OIL: Nov. 22 Hearing to Approve Plan Outline
----------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
will convene a hearing on Nov. 22, 2013, at 9:30 a.m., to consider
the adequacy of information in the Disclosure Statement explaining
John D. Oil & Gas Company's Second Amended Plan of Reorganization
dated Sept. 22, 2013.

As reported in the Troubled Company Reporter on Sept. 27, 2013,
pursuant to the Plan terms, the assets of the estate will vest or
re-vest in the Debtor on the Effective Date.

The Debtors have negotiated a private sale of the certain assets
consisting principally of Debtors' mineral leases, wells,
pipelines and related (well operating) equipment for a price
sufficient to pay all of the Debtors' obligations under their
respective Plans.  An Asset Purchase Agreement covering the
Private Sale will be filed with a Supplement to the Disclosure
Statement at least 10 days in advance of the hearing on Approval
of the Disclosure Statement.

Until it has received final, internal approval for the
transaction, the buyer is unable to be disclosed in time to meet
the Court's September 23 deadline for the filing of this Plan.

The Private Sale is expected to close not later than Dec. 31,
2013, in order to permit timely remittance of the RBS Settlement
Payment.  The Plan assumes that RBS accepts the Plan.

According to papers filed with the Court, the Debtor will pay all
administrative claims, in full, on the Effective Date unless
otherwise agreed by claimant.

Priority Claims in Class 1 will receive payment in full upon the
latter of (a) the Effective Date and (b) five Business Days from
the date on which such claim is allowed.

Class 2 consists of the Secured Claims of RBS.  The RBS Settlement
Payment of $10.8 million will be paid to RBS on or before Dec. 31,
2013, in full and complete satisfaction of the Oz-GPE Obligation
and the John D. Obligation.  If the Private Sale does not close in
time to make payment timely of the RBS Settlement Payment by
Dec. 31, 2013, Debtor will pay the RBS Delayed Settlement Payment
amount by Jan. 15, 2014.  The RBS Delayed Settlement Payment
Amount is comprised of the RBS Settlement Payment amount of
$10.8 million plus $100,000, plus $5,000 for each day after
Dec. 31, 2013, until the RBS Delayed Settlement Payment is paid.

If neither the RBS Settlement Payment nor the RBS Delayed
Settlement Payment is timely paid, RBS will be entitled to payment
of its Allowed Claim on Jan. 16, 2014.

Holders of Class 3 Allowed Other Secured Claims which are secured
by Collateral included in the Private Sale will be paid an amount
agreed by the Creditor and the Debtor from the proceeds of the
Private Sale, for the Collateral sold, or the amount of their
claim will be escrowed pending determination by the Court.

Holders of Class 3 Allowed Other Secured Claims which are secured
by Collateral not included in the Private Sale will be granted
relief from the Automatic Stay effective 30 days after the private
sale, during which time such creditor may reach agreement on an
amount to be paid.

Unless the Debtor and the holder of any Class 4 Allowed General
Unsecured Claim agree to a different treatment, each holder of an
Allowed Class 4 Claim will receive 90% of the Allowed Amount, paid
within 30 days of the closing of the Private Sale.

Holders of Class 4 Claims against the Debtor that are insiders or
related entities will not receive any distribution on account of
their Allowed Claim until such time as other Class 4 creditors
have been paid pursuant to the terms of the plan.

Holders of Equity Interests in the Debtor in Class 5 will retain
their interests in the Debtor.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/johnd.oil.doc551.pdf

                    About John D. Oil & Gas Co.

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated
$10 million to $50 million in assets and debts.  John D. Oil's
balance sheet at Dec. 31, 2011, showed $6.98 million in total
assets, $13.26 million in total liabilities, and a stockholders'
deficit of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


KBI PHARMA: Objections to Bid to Extend Schedules Filing Due Tues.
------------------------------------------------------------------
In the case of KBI Biopharma Properties LLC, the deadline for
parties to file objections to the motion to extend the time to
file schedules is set for Oct. 22, 2013.

KBI Biopharma Properties LLC filed for Chapter 11 bankruptcy
(Bankr. M.D.N.C. Case No. 13-11304) in 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.


KINGS PROFESSIONAL: Bankruptcy Court Closed Chapter 11 Case
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
has closed the bankruptcy case of Kings Professional Basketball
Club.

Donald W. Fitzgerald, Esq., at Felderstein Fitzgerald Willoughby &
Pascuzzi LLP on behalf of David D. Flemmer, Chapter 11 trustee in
the Robert A. Cook Chapter 11 case, told the Court that on Dec. 3,
2012, the Court entered an order:

   1. approving a settlement of action to determine ownership of
      interests in Sacramento Kings and Arco Arena Partnerships
      and to avoid liens against those interests; and

   2. for substantive consolidation of the Cook, KPBC General
      Partnership and KPBC Joint Venture bankruptcy estates as
      part of the settlement.

At a status conference on Jan. 23, 2013, the Court determined that
as a result of the order and substantive consolidation that the
case will be closed.  The Court directed counsel for the trustee
in the Cook case to submit an order.

                       About Robert Cook &
                Kings Professional Basketball Club

Robert A. Cook filed a personal Chapter 11 bankruptcy petition
(Bankr. E.D. Calif. Case No. 11-39335) on August 8, 2011, owing
tens of millions on a troubled hotel development, Le Rivage in
Sacramento, California.  Mr. Cook listed assets of $858,000 and
debts of $48.3 million.

On Oct. 20, 2011, Cura Financial LLC of Capitola, California,
filed an involuntary chapter 11 petition (Bankr. E.D. Calif. Case
No. 11-44952) against an entity named Kings Professional
Basketball Club, asserting its interest as that of a general
partner.  The judge entered an order that approved a Chapter 11
case for the Debtor on Feb. 15, 2012.  No trustee has been
appointed.  Kings Professional disclosed unknown assets and
$15,204,879 in liabilities as of the Chapter 11 filing.

Judge Christopher M. Klein presides over the cases.  Hanno T.
Powell, Esq., at Powell & Pool, represents Cura Financial.


KSL MEDIA: U.S. Trustee Appoints Official Creditors Committee
-------------------------------------------------------------
Peter C. Anderson, United States Trustee for Region 16, appointed
a 7-member Official Committee Of Unsecured Creditors in the
Chapter 11 cases of KSL Media, Inc., and its debtor-affiliates.

(1) Fox Cable Network Services, LLC
    c/o Barnes & Thornburg LLP
    2029 Century Park East, Ste. 300
    Los Angeles, CA 90067
    Attn: Paul Laurin
    Tel: (310) 284-3880

(2) MacDonald Media LLC
    185 Madison Ave. 4th Floor
    New York, NY 10016
    Attn: Andrea MacDonald
    Tel: (212) 578-8735

(3) NBC Universal LLC
    30 Rockefeller Plaza
    New York, NY 10012
    Attn: John Roussey
    Tel: (818) 777-7601

(4) Telebrands Corp.
    One Telebrands Plaza
    Fairfield, NJ 07004
    Attn: Bob Barnett
    Tel: (973) 244-0300 ext. 320

(5) TV Guide Networks, LLC
    1800 N. Highland Ave., 7th Floor
    Los Angeles, CA 90028
    Attn: Kathy Sarrami
    Tel: (323) 856-4095

(6) Valassis
    235 Great Pond Drive
    Windsor, CT 06095
    Attn: Hal Manolan
    Tel: (860) 285-6336

(7) Viacom Media Networks
    1540 Broadway
    New York, NY 10036
    Attn: Ross Weston
    Tel: (212) 846-7409

The appointment was signed by Jennifer L. Braun, Assistant U.S.
Trustee.

Trial Attorneys for the U.S. Trustee may be reached at:

   Jennifer L. Braun, Esq.
   Katherine C. Bunker, Esq.
   OFFICE OF THE UNITED STATES TRUSTEE
   21051 Warner Center Lane, Suite 115
   Woodland Hills, CA 91367
   Tel: (818) 610-2370
   Fax: (818) 716-1576
   E-mail: jennifer.l.braun@usdoj.gov
           kate.bunker@usdoj.gov

                           About KSL Media

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

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

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

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California.  The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP.  The Debtors estimated assets of $10
million to $50 million, and debts of $50 million to $100 million.


KSL MEDIA: Hires Grobstein Teeple as Financial Advisors
-------------------------------------------------------
KSL Media, Inc. and its debtor-affiliates ask for permission from
the U.S. Bankruptcy Court for the Central District of California
to employ Grobstein Teeple Financial Advisory Services, LLP, as
financial advisors, effective Sept. 11, 2013.

The Debtors require Grobstein Teeple to:

   (a) review and analyze the Debtors' financial data;

   (b) assist the Debtors in the preparation of information and
       reports for the Debtors' counsel, the Court, and U.S.
       Trustee;

   (c) review weekly expenditures and assist the Debtors in
       preparing weekly budget variance reports;

   (d) assist the Debtors with operational and financial issues,
       including business wind-down oversight and the
       reconciliation process;

   (e) proceed with the forensic accounting and reconstruction of
       records including general ledgers and other schedules;

   (f) evaluate tax issues and prepare tax returns;

   (g) provide other accounting and consulting services requested
       by the Debtors and their counsel; and

   (h) provide litigation consulting if required.

Grobstein Teeple will be paid at these hourly rates:

       Partners                  $325-$400
       Senior Consultants        $125-$325
       Administrators             $95

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

Prior to the petition date, Grobstein Teeple received multiple
retainer deposits from KSL Media totaling $875,000.  With KSL
Media's authorization, Grobstein Teeple billed against and drew
down on its retainer multiple times prior to the petition date.
As of petition date, the amount of KSL Media's retainer remaining
in Grobstein Teeple's client trust account was $534,298.

Grobstein Teeple proposes to draw down its fees and expenses from
the remaining retainer on a monthly basis.  Once the remaining
retainer is exhausted, Grobstein Teeple will receive payment of
further fees and expenses only after the filing of a fee
application and an order of the Court approving the application
and authorizing payment.

Howard B. Grobstein, partner of Grobstein Teeple, 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.

Grobstein Teeple can be reached:

       Howard B. Grobstein
       GROBSTEIN TEEPLE FINANCIAL ADVISORY SERVICES, LLP
       3403 Tenth Street, Suite 711 Floor
       Riverside, CA 92501
       Tel: (951) 234-0951
       Fax: (951) 684-2363

                       About KSL Media

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

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

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

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California.  The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP.  The Debtors estimated assets of $10
million to $50 million and debts of $50 million to $100 million.


LANKY'S INC: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lanky's Inc.
        3001 Los Feliz Blvd
        Los Angeles, CA 90039

Case No.: 13-35324

Chapter 11 Petition Date: October 17, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Sheri Bluebond

Debtor's Counsel: Thomas C Corcovelos, Esq.
                  1001 Sixth St Ste 150
                  Manhattan Beach, CA 90266
                  Tel: 310-374-0116
                  Fax: 310-318-3832
                  Email: corforlaw@corforlaw.com

Total Assets: $6.54 million

Total Liabilities: $5.38 million

The petition was signed by Amir Lankarani, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb13-35324.pdf


LESLIE'S POOLMART: Moody's Affirms B3 CFR & B2 Secured Loan Rating
------------------------------------------------------------------
Moody's Investors Service changed Leslie's Poolmart Inc.'s ratings
outlook to stable from positive and affirmed all ratings,
including the B3 Corporate Family Rating ("CFR").

Ratings affirmations:

Leslie's Poolmart Inc.

Corporate Family Rating, affirmed at B3;

Probability of Default Rating, affirmed at B3-PD;

Senior secured term loan due 2019, affirmed at B2 (LGD3, 33%, from
LGD3, 34%)

The change in outlook to stable from positive reflects Leslie's
slower than anticipated deleveraging following the October 2012
dividend recapitalization and Moody's expectation that debt/EBITDA
will remain above the mid-6 times level in the near to
intermediate term. During fiscal 2013 the company experienced a
late summer start followed by unseasonably wet weather, which
contributed to the company's weaker than expected operating
results during its peak selling season. While operating
performance should improve over time, in Moody's view, Leslie's
weak free cash flow generation as a result of aggressive financial
policies and acquisitive growth strategy limits the potential for
debt repayment and meaningful credit metrics improvement.

Ratings Rationale:

The B3 corporate family rating ("CFR") incorporates Leslie's high
leverage at mid-7 times lease-adjusted debt/EBITDA (as of June 29,
2013), aggressive financial policies, small scale, and highly
seasonal cash flow. At the same time, the rating reflects the
company's robust operating margins, well-recognized brand, good
market position, and a history of consistent sales and earnings
growth, including in recessionary periods.

The stable outlook reflects Moody's expectation of modest sales
and earnings growth driven by 1-2% comparable store sales
increases, continued retail store expansion and good growth in the
commercial segment. The outlook anticipates that the company will
maintain adequate liquidity.

The ratings could be downgraded if operating performance
deteriorates in a way that causes higher financial leverage or
weakened liquidity.

Ratings could be upgraded if Leslie's exhibits a commitment
towards reducing leverage including the use of free cash flow
towards debt repayment, while preserving its strong margins and
improving liquidity. Quantitatively, the ratings could be upgraded
if debt/EBITDA approaches 6.0 times and EBITA/interest expense was
sustained above 1.5 times.


MACCO PROPERTIES: Committee Backs Chapter 7 Case Conversion
-----------------------------------------------------------
The Official Unsecured Creditors' Committee in the Chapter 11
cases of Macco Properties, Inc., et al., submitted on Oct. 1,
2013, a response supporting the U.S. Trustee Richard A. Wieland's
motion to convert the Debtors' bankruptcy the cases to those under
Chapter 7 of the U.S. Bankruptcy Code.

As reported by the Troubled Company Reporter on Sept. 17, 2013,
the U.S. Trustee is asking the U.S. Bankruptcy Court for the
Western District of Oklahoma to convert the Chapter 11 cases to
Chapter 7, saying that Macco is no longer an operating entity, and
that all operating assets have been liquidated by the case
trustee.  Only litigation and insurance claims remain to be
liquidated.

"There only remain unsecured creditors and administrative
professional claims.  The funds on hand appear sufficient to fully
pay all unsecured and administrative creditors in full, with an
excess remaining to return to the equity holder.  The Committee
asserts that a conversion to Chapter 7 is in the best interests of
creditors primarily to allow a partial distribution to be made to
the unsecured creditors promptly following conversion," says
Ruston C. Welch, Esq., at Welch Law Firm, P.c., the attorney for
the Committee.

According to Mr. Welch, the U.S. Trustee and the Chapter 11
trustee and his counsel are agreeable to a partial distribution of
90% to the unsecured creditors, promptly upon appointment of the
Chapter 7 trustee.  The U.S. Trustee proposes that the current
Chapter 11 trustee be appointed trustee of the Chapter 7 case.

On Sept. 26, 2013, Creditors Lew S. McGinnis and Jennifer Price
filed a motion seeking the dismissal of each of the Debtors'
jointly administered bankruptcy cases, claiming that the dismissal
will: (i) allow the Debtors to pay remaining secured, priority,
and unsecured creditors in full, with interest; (ii) let the
Debtors pay the final administrative expenses; and (iii) cease the
ongoing administrative expenses which serve only to pay the
additional administrative expenses generated by the continuation
of the cases.

Joyce W. Lindauer, Esq., the attorney for Mr. McGinnis and Ms.
Price, states, "Insurance claims are more efficiently and
appropriately handled in the state court and the pending Chapter 5
cases of action are unnecessary since there are adequate funds to
pay all creditors in full without any recovery in the pending
litigation cases.  The trustee has reported that he currently
holds $1,765,632.04 million in the estate's bank account, with an
estimated $68,000 being held by Vendmatic, LLC, for a total of
$1,833,632.04.  In addition, he expects to receive $10,301 on
account of the sale of the assets of JU Villa Del Mar Apartments,
LLC, and $15,000 on account of a settlement with Jennifer Price.
Certainly the nearly 1.9 million dollars in the estate is
sufficient to pay the $580,000 creditor claims, with interest,
plus any unpaid final administrative expenses of the Chapter
11case."

Ms. Lindauer says that if the current Chapter 11 trustee continues
as Chapter 7 trustee, additional expenses and fees will be
generated and they likely will exceed any possible recovery from
the pending litigation.  Mr. McGinnis and Ms. Price believe that
the continued pendency of the cases and pursuit of litigation
wouldn't benefit the creditors or the estates and will serve no
valid purpose, except to benefit the trustee and his agents.

On Sept. 30, 2013, the U.S. Trustee filed an objection to Mr.
McGinnis and Ms. Price's dismissal motion, insisting that the
conversion of the case to Chapter 7 is in the best interest of
creditors and the estates.

Mr. McGinnis and Ms. Price's attorney can be reached at:

         Joyce W. Lindauer
         Attorney at Law
         8140 Walnut Hill Lane, Suite 301
         Dallas, Texas 75231
         Tel: (972)503-4033
         Fax: (972)503-4034
         E-mail: joyce@joycelindauer.com

Mr. McGinnis is also represented by:

         Haley Simmoneau
         1300 Sovereign Row
         Oklahoma City OK 73108
         Tel: (405)848-7595

The Committee's attorney can be reached at:

         Ruston C. Welch, Esq.
         WELCH LAW FIRM, P.C.
         4101 Perimeter Center Drive, Suite 360
         Oklahoma City, Oklahoma 73112-2309
         Tel: (405)236-5222
         Fax: (405)231-5222
         E-mail: rwelch@welchlawpc.com

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

Macco Properties filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

Affiliated entities also sought bankruptcy protection: NV Brooks
Apartm ents, LLC (10-16503); JU Villa Del Mar Apartments, LLC and
(10-16842); and SEP Riverpark Plaza, LLC (10-16832).  SEP
Riverpark Plaza owns or controls The Riverpark Apartments, a
multi-family apartment complex located in Wichita, Kansas.

Receivership Services Corp., a division of the Martens Cos.,
serves as property manager for the six Wichita apartment complexes
caught up in the bankruptcy of Macco Properties of Oklahoma City.

On May 31, 2011, an Order was entered appointing Michael E. Deeba
as the Chapter 11 Trustee for Macco Properties.  He is represented
by Christopher T. Stein, of counsel to the firm of Bellingham &
Loyd, P.C.  Grubb & Ellis/Martens Commercial Group LLC acts as
the Chapter 11 Trustee's exclusive listing broker/realtor for
properties.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City.

In August 2013, the Bankruptcy Court signed off on an agreed order
dismissing the Chapter 11 cases of SEP Riverpark Plaza and JU
Villa Del Mar Apartments.


MARITIME TELECOMMUNICATIONS: S&P Lowers CCR to 'B-'
---------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Miramar, Fla.-based satellite telecommunications
provider Maritime Telecommunications Network Inc. (MTN) to 'B-'
from 'B'.  The outlook is stable.

Additionally, S&P lowered the senior secured debt rating to 'B+'
from 'BB-'.  The recovery rating on this debt remains '1', which
indicates S&P's expectation for very high (90%-100%) recovery in
the event of payment default.  S&P has also removed the ratings
from CreditWatch where it had placed them with negative
implications on Sept. 9, 2013.

"The rating downgrade of MTN is based on our expectation that its
EBITDA is likely to decline over 15% in 2014 following the recent
notification from Carnival Corp. that it will not to renew its
existing VSAT contract with MTN," said Standard & Poor's credit
analyst Allyn Arden.

Carnival is one of MTN's largest customers and the VSAT contract
accounts for a significant portion of revenue.  S&P expects the
transition of services to another provider will take considerable
time to complete and therefore, S&P believes MTN's cash flow will
likely not be adversely affected until the second half of 2014.
Further, S&P expects that MTN's resultant adjusted leverage (not
used in the covenant calculation) could approach 8x in 2014 from
5.9x as of June 30, 2013 due to lower EBITDA levels.  S&P's
adjusted leverage calculation includes the debt-like treatment of
the preferred stock, as well as the present value of operating
leases and minimum commitments to purchase transponder capacity,
the latter of which comprises the bulk of the present value
calculation.

The ratings on MTN reflect a "vulnerable" business risk profile,
which S&P revised from "weak", based on the loss of revenue from
its two largest customers, underscoring the risk of MTN's
concentration among a small number of major customers with
significant pricing power.  Other business risk factors include
its narrow scope of business and uncertain long-term growth
prospects from newer business lines, which is partially offset by
some stability from long-term contractual revenues.  S&P views the
financial risk profile as "highly leveraged" based on its
expectation for weaker credit measures over the next few years.

The outlook is stable.  Despite S&P's expectation for lower EBITDA
due to the loss of the Carnival VSAT business, it believes the
company will maintain "adequate" liquidity over the next year
given its cash balance, which can be used to repay debt in order
to remain compliant under the bank credit facility leverage
covenant.

S&P could lower the ratings if its liquidity assessment is revised
to "less than adequate" or "weak".  This could occur from
continued EBITDA margin compression because of additional customer
defections or significant price compression during contract
renewals, particularly for bandwidth.  These factors could force
MTN to use its cash balance to repay debt in order to maintain
compliance under its bank facility covenants, which could
ultimately pressure longer-term liquidity.

An upgrade is less likely in the next 12 months based on the
company's "highly leveraged" financial risk profile and limited
liquidity.  MTN would need to profitably grow its other business
lines and increase sales of its Nexus product such that leverage
were to decline below 5x on a sustained basis.


METALDYNE LLC: Moody's Affirms 'B1' CFR & Upsized Term Loan Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Metaldyne, LLC's
Corporate Family Rating at B1 and Probability of Default Rating at
B2-PD. In a related action, Moody's affirmed the B1 rating on
Metaldyne's upsized senior secured term loan (to $648 million from
$548 million) and the $75 million revolving credit facility. The
$100 million upsize to the will be used to fund a shareholder
distribution to the company's equity sponsors, which include
affiliates of American Securities and members of management. The
rating outlook is affirmed at stable.

The following ratings were affirmed:

Corporate Family Rating, B1;

Probability of Default Rating, B2;

B1 (LGD3, 32%), for the $75 million senior secured revolving
credit facility;

B1 (LGD3, 32%), for the upsized $648 million senior secured term
loan.

Ratings Rationale:

Metaldyne's B1 Corporate Family Rating reflects the increase to
the company's already high debt burden following the proposed
shareholder dividend, balanced by rising automotive demand in the
company's North American automotive market (about 53% of
revenues). Pro forma for the transaction, Metaldyne's debt/EBITDA
is expected to approximate 4.1x (including Moody's standard
adjustments). While pro forma leverage is higher than the level at
the time of the company's purchase by affiliates of American
Securities, it remains below Moody's previously established
downward rating triggers.

Metaldyne's rating benefits from the company's strong profit
margins, and its stable competitive position as a key supplier of
powertrain products. While about 35%of Metaldyne's revenues are
generated in still economically stressed Europe, about half of
these revenues are positioned with stronger German OEMs. In
addition, Moody's believes the automotive industry in the European
region is stabilizing and expects vehicle registrations to grow
about 3% in 2014.

The stable rating outlook incorporates Moody's belief that
Metaldyne's credit metrics will improve over the near-term
supported by favorable industry trends while also believing that
the company will continue to re-lever to fund shareholder
distributions.

The rating is also supported by Moody's anticipation that the
company will maintain an adequate liquidity profile over the near-
term following the transaction, supported by cash on hand --about
$58 million expected at that time-- and free cash flow generation.
Metaldyne's ability to generate positive free cash flow over the
recent years, before special dividends and other special items is
expected to continue over the intermediate-term. Yet Moody's notes
that Metaldyne's use of an accounts receivable factoring program
in Europe continues to pose a potential liquidity risk if this
program is not renewed on a timely basis. Metaldyne's $75 million
revolving credit facility is expected to be moderately funded at
the close of the transaction with potentially increasing
availability as positive free cash flow is generated. Access to
the revolver is expected with adequate cushion to the primary
financial covenant - maximum net leverage ratio - over the near
term.

Metaldyne's rating or outlook could improve from continued
improvement in revenues, and operating performance resulting in
debt/EBITDA at 3.0x on a sustained basis and EBIT/interest
coverage sustained above 3.5x.

The outlook or rating could be lowered if North American
production declines or if European automotive production levels
further destabilize and deteriorate, resulting in weaker
profitability or a deterioration in liquidity. The outlook or
rating could be lowered if Debt/EBITDA were to approach 4.5x, if
free cash flow generation is not realized, or if shareholder
distributions are made resulting in leverage approaching the above
thresholds.


METALDYNE LLC: S&P Retains 'B+' Rating Following $100MM Add-On
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' issue-level
and '4' recovery ratings on Metaldyne LLC's term loan B due 2018
are unchanged following the company's proposed $100 million add-on
to the loan to fund a distribution to shareholders.  The '4'
recovery rating indicates average (30%-50%) recovery expectations
in the event of a payment default.

Pro forma for the transaction, the debt leverage is about 4.0x
(based on EBITDA for the 12 months ended Sept. 30, 2013) and S&P
estimates that it will improve and remain in the 3.5x-4.0x range
over the next two years.  Despite the higher debt level, S&P
believes that Metaldyne's credit metrics will likely improve due
to sustained profitability on the company's new business wins
(with increased content on many high-selling vehicles) amid the
industry recovery in North America and operational cost
reductions.

The stable rating outlook reflects S&P's view that Metaldyne can
maintain positive free operating cash flow generation in the year
ahead, with leverage of about 4.0x or less.  S&P expects the
company to sustain recent EBITDA margins into 2014, given the
steady increase in vehicle production in North America, which is
somewhat offset by a much slower recovery in Europe.

RATINGS LIST

Metaldyne LLC
Corporate Credit Rating                B+/Stable

Ratings Unchanged

Metaldyne LLC
$75 mil revolving bank ln due 2017     B+
  Recovery Rating                       4
$645 mil term B bank ln due 2018       B+
  Recovery Rating                       4


MF GLOBAL: Execs Say Trustee Can't Sue If Customers Get Paid
------------------------------------------------------------
Law360 reported that former MF Global Inc. executives, including
former CEO Jon Corzine, on Oct. 16 argued that if customers who
lost $1.6 billion are to be repaid in full, they cannot transfer
any claims against the executives to a trustee overseeing the
liquidation.

According to the report, Corzine, Bradley Abelow, David Dunne,
Laurie Ferber, Vinay Mahajan, Edith O'Brien, Christine Serwinski
and Henri Steenkamp, former executives who were all sued in a
customer class action following the firm's downfall, submitted a
limited objection to MFGI Securities Investor Protection Act
Trustee James W. Giddens' motion.

                          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.


MOHEGAN TRIBAL: Moody's Rates $715MM Credit Facility 'B2'
---------------------------------------------------------
Moody's Investors Service placed Mohegan Tribal Gaming Authority's
("MTGA") ratings on review for possible upgrade in response to the
company's announcement of a proposed bank loan refinancing that
will replace the company's existing senior secured credit
facilities with a new $715 million senior secured credit facility.

Moody's also assigned a B2 rating to each tranche of MTGA's
proposed $715 million secured credit facility: $100 million
revolver, $150 million term loan, and $465 million term loan. The
ratings assigned to MTGA's proposed credit facility are based on
the assumption that the proposed refinancing will occur as
planned. Upon completion of the refinancing, Moody's expects to
raise MTGA's Corporate Family Rating to B3 and Probability of
Default Rating to B3-PD. And as a result, the company's 2nd lien,
senior unsecured and senior subordinated notes ratings are also
expected to be raised.

Ratings placed on review for upgrade:

Corporate Family Rating at Caa1

Probability of Default Rating at Caa1-PD

$500 million 9.75% senior unsecured notes due 2021 at Caa1 (LGD 3,
43%)

$200 million 11.5% 2nd lien notes due 2017 at Caa3 (LGD 5, 87%)

$9.7 million 6.875% senior subordinated notes due 2015 at Caa3
(LGD 5, 89%)

$21.2 million 7.125% senior subordinated notes due 2014 at Caa3
(LGD 5, 89%)

New ratings assigned:

$100 million revolver expiring 2018 at B2 (LGD 3, 36%)

$150 million senior secured term loan due 2018 at B2 (LGD 3, 36%)

$465 million senior secured term loan due 2019 at B2 (LGD 3, 36%)

Rating to be withdrawn when/if the proposed refinancing occurs:

$225 million term loan facility due 2016 at B3 (LGD 3, 33%)

The decision to place MTGA's rating on review for upgrade is based
on Moody's view that the proposed refinancing puts the company in
a better position to compete within Connecticut as well as with
casino facilities in neighboring states. The proposed refinancing
follows MTGA's recent issue of $500 million senior unsecured notes
issue due 2021, proceeds of which were used to refinance the
company's relatively high cost third lien notes.

Combined, the proposed credit facility refinancing and recently
completed senior unsecured note issuance will reduce MTGA's
overall cost of debt and lower its annual interest expense by
about $10 million. This interest savings combined with the
upcoming expiration of MTGA's relinquishment liability in January
2015 has the potential to improve the company's free cash flow by
about $60 million. The proposed credit facility refinancing will
also further improve MTGA's debt maturity profile -- there will be
no material debt maturities until 2018 -- and puts in place a pre-
payable debt structure that further facilitates debt reduction.


MONTREAL MAINE: Rail Disaster Victims May Form Committee
--------------------------------------------------------
Judy Harrison, writing for Bangor Daily News, reports U.S.
Bankruptcy Judge Louis Kornreich on Friday granted a motion to
form a committee of three to seven people to represent the
interests of victims of the Lac-Megantic, Quebec, fatal rail
disaster in the bankruptcy proceedings of Montreal, Maine and
Atlantic Railway.

Judge Kornreich authorized the U.S. Trustee to "appoint a
committee of sufficient size and diversity so that the purpose of
this authorization is fulfilled."  The report notes the bankruptcy
judge did not authorize the committee to employ professionals
other than a lawyer to represent it.

According to the report, Judge Kornreich said creating the
victims' committee is a "departure from common practice" in
railroad bankruptcies in his four-page order. "The authorization
of an additional committee is an extraordinary remedy that courts
are reluctant to grant," he wrote.

According to the report, Judge Kornreich said "it is apparent to
all that the victims of the Lac-Megantic derailment are creditors
and parties-in-interest, who have suffered great physical,
psychological and economic harm.  It is equally clear that the
victims are not of a single type."

The report relates Judge Kornreich said that without the
committee, it would be difficult for victims living in Quebec to
participate in court proceedings in Bangor because most speak
French, are unfamiliar with U.S. bankruptcy law and may not be
able to afford to hire American attorneys to represent them.

                        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.  Gordian Group, LLC, serves as
the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

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.


MONTREAL MAINE: May Use Sale Proceeds to Pay for Admin. Fees
------------------------------------------------------------
Judy Harrison, writing for Bangor Daily News, reports U.S.
Bankruptcy Judge Louis Kornreich on Friday approved a motion to
pay administrative fees of the Montreal, Maine and Atlantic
Railway bankruptcy from the sale of land and tracks and other
property owned by the railroad.  The property is being held as
collateral by the Federal Railroad Administration against a $34
million loan made to MMA in 2005.  Once the railway is sold, up to
$5 million from the sale would be "carved out" from the money owed
the FRA, the judge ruled.

                        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.  Gordian Group, LLC, serves as
the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

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.


MPG OFFICE: Closes Merger with Brookfield
-----------------------------------------
Brookfield Office Properties Inc., through its newly formed fund
completed the acquisition of MPG Office Trust, Inc.  The
transaction was contingent upon several conditions, including the
approval of MPG's common stockholders, the receipt of certain
consents from MPG's lenders, and certain regulatory approvals, all
of which have been met.  MPG common shares will be delisted from
the NYSE on Oct. 15, 2013.  Pursuant to the terms of the
transaction, each share of MPG Series A Preferred Stock that was
not tendered and accepted for payment by Brookfield Office
Properties in the tender offer has been converted into, and
canceled in exchange for, one share of Brookfield DTLA Fund Office
Trust Investor Inc. Series A Preferred Stock, which will be listed
on the NYSE under the symbol DTLA PR.

American Stock Transfer & Trust Company, LLC, the depositary for
the tender offer, has advised BPO that, as of 6:00 p.m. New York
City time, on Monday, Oct. 14, 2013, when the tender offer
expired, 372,901 shares of MPG preferred stock were validly
tendered and not properly withdrawn, representing approximately
3.832 percent of the outstanding shares of preferred stock of MPG.
All shares that have been validly tendered and not properly
withdrawn have been accepted for purchase, and payment for those
shares will be made promptly in accordance with the terms of the
tender offer and Merger Agreement at the offer price of $25.00 per
share, net to the seller in cash, without interest and less any
applicable withholding taxes.

"We are pleased to be able to complete this transaction and look
forward to the opportunity to combine and operate a sizeable
portfolio of the highest quality assets in a major U.S. gateway
city," said Dennis Friedrich, chief executive officer of
Brookfield Office Properties.  "Downtown Los Angeles is a dynamic
urban market and the addition of the MPG portfolio allows a new
phase of growth to both expand our reach in this city and create
new long-term value in these assets for our investors."

Brookfield Office Properties announced the acquisition in April,
pursuant to which DTLA Holdings was formed.  DTLA Holdings is
sponsored and managed by Brookfield Office Properties, which owns
approximately 47 percent of the fund and includes institutional
partners who hold the remaining approximately 53 percent interest.

DTLA Holdings now owns both Brookfield Office Properties' existing
downtown Los Angeles office assets and all of the assets of MPG.
DTLA Holdings will own principally seven Class A office properties
totaling 8.3 million square feet.
    Bank of America Plaza
    601 S. Figueroa
    Ernst & Young Tower
    Wells Fargo Center ? North & South Towers*

    The Gas Company Tower*
    777 Tower*

* Denotes former MPG asset

"Brookfield Office Properties is dedicated to excellence in
property management and committed to bringing the highest levels
of environmental responsibility to its buildings," said Bert
Dezzutti, senior vice president of Brookfield Office Properties'
Western Region.  "We also look forward to bringing our world-
renowned Arts Brookfield program to these properties to enliven
the public spaces and add another fantastic amenity to our
tenants."

The fund will also acquire two additional assets in Downtown Los
Angeles: FIG@7th, Brookfield Office Properties' newly redeveloped
retail complex, as well as a strategically located development
site.

As a result of the merger, the Company has terminated all
offerings of securities pursuant to its existing registration
statements under the Securities Act of 1933, as amended, including
the Registration Statement.

Additional information is available for free at:

                        http://is.gd/WVVoEg

                      About MPG Office Trust

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

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

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

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

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

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

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


MSD PERFORMANCE: Files Schedules of Assets and Liabilities
----------------------------------------------------------
MSD Performance, Inc. filed with the Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $30,305,565
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $91,841,181
  E. Creditors Holding
     Unsecured Priority
     Claims                                              $100
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $37,401,350
                                 -----------      -----------
        TOTAL                    $30,305,656     $129,242,632

                       About MSD Performance

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

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

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


NATURAL PORK: Oct. 22 Hearing on Bid to Extend Exclusivity
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa will
convene a hearing on Oct. 22, 2013, at 3 p.m., to consider Natural
Pork Production II LLP's motion for exclusivity extensions.

As reported in the Troubled Company Reporter on Sept. 11, 2013,
the Debtor requested, for the third time, that the Court extend
its exclusive period to file a Chapter 11 Plan until Jan. 7, 2014.

According to the Debtor, much of its attention and that of its
counsel, during the third 120 days of this case were devoted
primarily to sale of the properties held by the Debtor and three
(3) of its wholly owned subsidiaries.  "The Debtor continues to
sell and otherwise liquidate its remaining assets in an orderly
manner."

"The Court is also aware that there are seven pending adversary
proceedings in the case that seek resolution of several legal and
factual issues that are fundamental, if not critical, to the
formulation of a disclosure statement and plan," the Debtor adds.
"Although the Debtor does not concede at this time these matters
must be resolved prior to its being able to prepare and submit a
disclosure statement and plan, it would be somewhat difficult to
propose same."

                        About Natural Pork

Hog raiser Natural Pork Production II, LLP, filed for Chapter 11
bankruptcy (Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11,
2012, in Des Moines.  The Company formerly did business as Natural
Pork Production, LLC.  It does business as Crawfordsville, LLC,
Brayton, LLC, South Harlan, LLC, and North Harlan, LLC.  The
Debtor disclosed $31.9 million in asset and $27.9 million in
liabilities, including $7.49 million of secured debt in its
schedules.

Bankruptcy Judge Anita L. Shodeen oversees the case.  Donald F.
Neiman, Esq., and Jeffrey D. Goetz, Esq., at Bradshaw, Fowler,
Proctor & Fairgrave, P.C., in Des Moines, Iowa, represent the
Debtor as general reorganization counsel.  Attorneys at Davis,
Brown, Koehn, Shors & Roberts, P.C., in Des Moines, Iowa,
represent the Debtor as special litigation counsel.

Attorneys at Sugar, Felsenthal Grais & Hammer LLP, in Chicago,
represent the Official Committee of Unsecured Creditors.  Robert C
Gainer, Esq. at Cutler Law Firm, P.C., in West Des Moines, Iowa,
represent the Committee as associate counsel. Conway MacKenzie,
Inc., serves as its financial advisor.

Gary W. Koch, Esq., and Michael S. Dove, Esq., represent AgStar
Financial Services, ACA, and AgStar Financial Services, FLCA, as
counsel.

Michael P. Mallaney, Esq., at Hudson Mallaney Schindler &
Anderson, in West Des Moines, Iowa, represents the IC Committee as
counsel.


NEW ENERGY: Committee Say Randall Chrobot Violated Automatic Stay
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of New Energy Corp., asks the U.S. Bankruptcy Court for the
Northern District of Indiana to declare Randall Chrobot under
contempt for violation of the automatic stay.

As a general matter, the Committee has no objection to Mr. Chrobot
pursuing non-derivative litigation claims for his own behalf, but
it must raise an objection when such actions may violate the
automatic stay.  Mr. Chrobot's attempt to amend a state court
complaint to add two of the Debtor's former officers and directors
as defendants arguably constitutes a violation.

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel to the Debtor.  The Debtor
estimated assets of at least $10 million and liabilities of at
least $50 million.

New Energy and its Official Committee of Unsecured Creditors have
filed a Plan of Liquidation for the Debtor.  The Plan is dated
June 6, 2013.  According to the Disclosure Statement, the Plan
will be funded through the collection and liquidation of the
remaining assets of the Debtor into cash.  The Plan also creates a
Liquidating Trust.  The Debtor's estate will contribute the
remaining assets to the Liquidating Trust for the benefit of
creditors of the Debtor.

The Plan also incorporates a settlement which resulted from
negotiations between and among the Debtor and certain key creditor
constituents in the case, including the Committee and the Debtor's
prepetition senior lender, the U.S. Department of Energy.

Under the terms of the Plan Settlement, the Prepetition Senior
Lender and the Prepetition Junior Lenders will provide cash, in an
amount not to exceed $75,000, to fund the Liquidating Trust and
the Prepetition Junior Lenders will reduce their pro rata share of
the proceeds of the remaining assets.

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


NORSE ENERGY: US Subsidiaries Convert to Chapter 7 Liquidation
--------------------------------------------------------------
Norse Energy Corp. ASA ("NEC" ticker Oslo Stock Exchange, Norway)
announced on Oct. 10 the conversion of NEC USA and its US parent,
Norse Energy Holdings, Inc. (NEHI), to Chapter 7 liquidations.
Both NEC USA and NEHI have been operating under Chapter 11
bankruptcy in the US since December 2012.

The Company is working diligently to preserve a future for Norse
Energy Corporation ASA and will advise the market when more
information is available.

Mary Esch, writing for The Associated Press, reports that Norse
tried unsuccessfully in August to sell pipeline rights of way and
gas leases on 130,000 acres in upstate New York to raise money to
pay debts, according to company financial filings.  New York has
had a moratorium on gas drilling using high-volume hydraulic
fracturing, or fracking, since it began an environmental review in
2008.  Governor Andrew Cuomo has said he will decide whether to
lift the ban after his health commissioner completes a health
impact review.

The AP notes that, while Norse blames its bankruptcy on the
state's moratorium, the ban only applies to the new techniques of
horizontal drilling and high-volume fracking.  Companies can still
drill shallower vertical wells. Norse had hundreds of producing
vertical gas wells in sandstone formations in central and western
New York before its financial collapse.

According to the AP, New York's roadblocks to the oil and gas
industry include dozens of local bans and moratoriums. Norse is
challenging one of these bans, in the central New York town of
Dryden, in a case now before the state's highest court. Norse is
also contesting a lawsuit filed by landowners representing about
6,000 of the company's leased acres. The company has extended the
leases beyond their five-year term, arguing that the state's
moratorium has prevented it from drilling. Landowners say the
moratorium isn't a valid reason to extend the leases.

The AP relates that in the case against the town of Dryden,
attorney Tom West, representing Norse, said he expects the case to
go forward even if Norse is out of business. "Another operator
would take over those leases, and we would substitute them in for
Norse," Mr. West said Thursday.  Norse was substituted in after a
trial-level state judge ruled against the first company to
challenge Dryden's ban, Denver-based Anschutz Exploration.
Anschutz chose to let its New York leases lapse rather than pursue
an appeal.

                       About Norse Energy

Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse
Energy Holdings, Inc., filed a voluntary petition for Chapter 11
bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) on Dec.
7, 2012, estimating less than $50,000 in assets and less than
$100,000 in liabilities.  The Debtor is represented by Janet G.
Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in
Buffalo, New York.  Judge Carl L. Bucki presides over the case.

The Company has a significant land position of 130,000 net acres
in New York State with certified 2C contingent resources of 951
MMBOE as of June 30, 2012.


NORTH TEXAS BANCSHARES: Get Bidder for Dallas Bank, Seek Ch. 11
---------------------------------------------------------------
Law360 reported that a pair of Texas-based holding companies filed
for Chapter 11 in Delaware bankruptcy court on Oct. 16, after
lining up a stalking horse bidder to purchase and recapitalize
their main asset, a Dallas-area community bank.

According to the report, North Texas Bancshares Inc. and its
subsidiary plan to sell their interest in Park Cities Bank through
a Section 363 sale, in a deal that will bring the debtors $7.35
million in cash and infuse the nondebtor bank with up to $40
million in additional equity.


OCEAN 4660: Has Interim OK to Use Cash Collateral Until Nov. 8
--------------------------------------------------------------
The Chapter 11 Trustee of Ocean 4660, LLC, obtained authorization
from the Hon. John K. Olson of the U.S. Bankruptcy Court for the
Southern District of Florida to continue using cash collateral
with the consent of secured creditor Comerica Bank, on an interim
basis through and including Nov. 8, 2013.

As reported by the Troubled Company Reporter on Oct. 4, 2013, the
Court allowed the Chapter 11 Trustee to use the Cash collateral
through and including Oct. 4, 2013.

As interim adequate protection for the use of cash collateral,
Comerica will continue to have nunc pro tunc as of the Petition
Date: (a) a replacement lien pursuant to 11 U.S.C. Section 361(2)
on and in all property acquired or generated post petition by the
Debtor to the same extent and priority and of the same kind and
nature as Comerica's pre-petition liens and security interests in
the Cash Collateral; and (b) an administrative expense claim
pursuant to Sections 507(a)(2) and 503(b) of the Bankruptcy Code
for the diminution in the Cash Collateral resulting by and through
the use thereof during this proceeding.

Additionally, Comerica is entitled to an administrative expense
claim in an amount up to $58,546.29 to the extent that it advances
these funds to satisfy the Debtor's post-petition ordinary and
necessary operating expense shortfalls: (a) $20,000 for the past
due annual ground lease payment; (b) $15,390 for outstanding City
Code Compliance repairs; (c) $16,821.01 for past due Tourist
Development Taxes; and (d) $6,335.28 for the replacement of 10 air
conditioning units.

The replacement liens, administrative claims and adequate
protection payments granted to Comerica will be subject and
junior to all unpaid fees due to the Office of the United States
Trustee pursuant to 28 U.S.C. Sec. 1930; and all unpaid fees
required to be paid to the Clerk of Court.

A continued hearing on the Debtor's cash collateral use will be
held on Nov. 5, 2013, at 10:30 a.m.

                          About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


OCEANSIDE MILE: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Oceanside Mile LLC
           dba Seabonay Beach Resort
        1546 E 14th Street
        Los Angeles, CA 90021

Case No.: 13-35286

Chapter 11 Petition Date: October 17, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Hon. Barry Russell

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

                      - and -

                  Stuart I Koenig, Esq.
                  633 W 5th St 51st Fl
                  Los Angeles, CA 90071
                  Tel: 213-614-1944
                  Email: Skoenig@cmkllp.com

                      - and -

                  Marta C Wade, Esq.
                  CREIM MACIAS KOENIG & FREY LLP
                  633 W Fifth St 51st Fl
                  Los Angeles, CA 90071
                  Tel: 213-614-1944
                  Fax: 213-614-1961
                  Email: mwade@cmkllp.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Arturo Rubinstein, managing member.

List of Debtor's 15 Largest Unsecured Creditors:

   Entity                    Nature of Claim      Claim Amount
   ------                    ---------------      ------------
AFS1 LLC                     Loan                      $37,000

AMC Liquidators              Loan                       $1,000

Art Connection               Trade                     $15,000

Broward Co Board of          Taxes                     $75,000
Commissioner

Broward County Code          Taxes                     $10,000
Enforcement

CCTVGUY Inc.                 Trade                      $2,500

David Neblett                Professional Fees         $10,000

Dry Masters Specialist LLC   Trade                     $22,000

Hospitality Staffing         Trade                      $4,500
Solutions

IRS                          Taxes                      $4,680

Kaufman Rossin & Co.         Accountant                 $2,617

Kodsi Law Firm PA            Professional Fees          $2,000

Moffa Gainor & Sutton PA     Professional Fees          $4,000

Ofer Manor Laundry Service   Trade                     $12,000

Zevuloni & Associates        Trade                     $15,000


OCZ TECHNOLOGY: Incurs $26.1-Mil. Net Loss in Q2 Ended Aug. 31
--------------------------------------------------------------
OCZ Technology Group, Inc., filed its quarterly report on Form
10-Q/A, reporting a net loss of $26.1 million on $33.5 million of
net revenue for the three months ended Aug. 31, 2013, compared
with a net loss of $33.2 million on $88.6 million of net revenue
for the three months ended Aug. 31, 2012.

The Company reported a net loss of $39.3 million on $88.8 million
of net revenue for the six months ended Aug.31, 2013, compared
with a net loss of $57.7 million on $165.1 million of net revenue
for the six months ended Aug. 31, 2012.

The Company's balance sheet at Aug. 31, 2013, showed $60.3 million
in total assets, $69.3 million in total liabilities, and a
stockholders' deficit of $9.0 million.

"The Company has incurred recurring operating losses and negative
cash flows from operating activities since inception through
Aug. 31, 2013, and the Company reflects an accumulated deficit of
$350.0 million and a stockholders' deficit of $9.0 million as of
August 31, 2013.  Through Aug. 31, 2013, the Company has not
generated sufficient cash from operations and has relied primarily
on the proceeds from equity offerings and debt financings such as
increased trade terms from vendors and credit facilities to
finance its operations."

"Further, the Company is currently not in compliance with certain
of its lending covenants, including certain minimum operating
ratios and covenants, and there can be no assurances that the
Company will be in compliance and comply with these covenants in
the future.  If the Company does not maintain future compliance
with the covenants in its credit agreements or if the Company is
not able to generate sufficient cash from operations to make the
principal and interest payments under the agreements when due, the
lenders could declare a default.  Any default under the Company's
credit agreements will allow the lenders the option to demand
repayment of the indebtedness outstanding and to foreclose on the
Company's assets that have been pledged as collateral under the
applicable agreement."

A copy of the Form 10-Q/A is available at http://is.gd/1YnmLe

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.


OGX PETROLEO: CEO Ouster May Open Door for Bankruptcy Filing
------------------------------------------------------------
Jeb Blount and Guillermo Parra-Bernal, writing for Reuters,
reported that the ouster of OGX's chief executive opens the door
for embattled Brazilian tycoon Eike Batista to exit the oil
company and for OGX to seek bankruptcy protection, sources told
Reuters.

According to the report, Luiz Carneiro was replaced on Oct. 15 by
Chief Financial Officer Paulo Simoes Amaral as CEO of OGX Petroleo
e Gas Participacoes SA. The move likely puts more power in the
hands of Brazil-based Angra Partners, the financial adviser hired
by Batista to restructure the liabilities of OGX and its sister
company shipbuilder OSX Brasil SA, said one of the sources who is
familiar with Angra's thinking.

As the collapse of Batista's empire has accelerated over the past
three months, Angra and its senior partner, Ricardo
Knoepfelmacher, have sought to arrange for bankruptcy protection
to shrink OGX and OSX and save them as going concerns, the report
related.  Nearly all OSX business involves building or leasing
vessels for OGX, which is not producing enough oil and gas to pay
for them.

Batista's fall from grace, which knocked him off his perch as one
of the world's 10 richest men, has led to a struggle between
shareholders, banks and bondholders over who will get to keep the
scraps, the report said.  The dramatic unraveling of Batista's
energy, mining, port operation and shipbuilding empire has also
become a symbol of Brazil's own recent economic woes after a
decade-long boom that made it one of the world's hottest emerging
economies.

Carneiro did not always agree on strategy with Knoepfelmacher, the
source said, the report further related.  Angra turned down
repeated requests for interviews with Knoepfelmacher and other
partners.

                         About OGX Petroleo

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes
S.A. is an independent exploration and production company with
operations in Latin America.

                          *     *     *

As reported in the Troubled Company Reporter-Latin America on
July 17, 2013, Moody's Investors Service downgraded OGX Petroleo e
Gas Participaaoes S.A.'s Corporate Family Rating to Ca from Caa2
and OGX Austria GmbH's senior unsecured notes ratings to Ca from
Caa2.  The rating outlook remains negative.


OLD SECOND: To Release Third Quarter Results on October 23
----------------------------------------------------------
Old Second Bancorp, Inc., will release financial results for the
third quarter of 2013 after the market closes on Oct. 23, 2013.

The Company will also host an earnings call on Thursday, Oct. 24,
2013, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time).
Investors may listen to the Company's earnings call via telephone
by dialing 877-407-8035.  Investors should call in to the dial-in
number set forth above at least 10 minutes prior to the scheduled
start of the call.

A replay of the earnings call will be available until 12:00 p.m.
Eastern Time (11:00 a.m. Central Time) on Nov. 7, 2013, by dialing
877-660-6853, using Conference ID #: 100679.

                          About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

Old Second reported a net loss available to common stockholders of
$5.05 million in 2012, as compared with a net loss available to
common stockholders of $11.22 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $1.93 billion in total
assets, $1.86 billion in total liabilities and $71.10 million in
total stockholders' equity.


ORMET CORP: Emergency Wind Down Approval Sought
-----------------------------------------------
BankruptcyData reported that Ormet filed with the U.S. Bankruptcy
Court an emergency motion for entry of interim and final orders,
pursuant to sections 105, 363, 365 and 503(c) of the Bankruptcy
Code: (a) approving a plan to wind down the Debtors businesses and
protections for certain employees implementing the wind down, (b)
authorizing the Debtors to modify employee benefit plans
consistent with the wind down plan and (c) authorizing the Debtors
to take any and all actions necessary to implement the wind down
plan.

The motion explains, "The Winddown Plan, as a whole and its
various discrete elements, are supported by sound business
justifications and should be approved by the Court. The Debtors
have continued to burn cash during the entirety of these
bankruptcy proceedings as a result of the low London Metal
Exchange (LME) Price and the high cost of electricity to power the
Hannibal Smelter. With the entry of the Public Utility Commission
of Ohio (PUCO) Order and inability to satisfy the Condition
Precedent, and the receipt of the Notices of Event of Default, the
Debtors have exhausted all options short of pursuing this Winddown
Plan. While the Debtors remain hopeful that the potential sale
will be finalized to sell the Burnside Refinery as a going
concern, the Debtors have no option but to pursue a liquidation of
assets at the Hannibal Smelter. As is evident from the Winddown
Plan, and the goals of maximizing recoveries and limiting the
administrative expenses, the actions necessary to properly wind
down the estates is not a simple matter of turning off the lights
and shutting the doors. Unnecessary raw materials and excess
assets must be sold, production equipment must be properly
protected and prepared for sale, and the property must be
protected from environmental and other risks. Finally, the Debtors
are duty-bound to seek to finalize the transaction with the
Potential Purchaser for the Burnside Refinery assets. The full
administration of the Debtors' chapter 11 estates requires, and
will continue to require, intensive planning, staffing and funding
to ensure a proper, safe and orderly winddown. A freefall shutdown
and fire sale liquidation would, among other things, irreparably
damage production equipment, could result in the failure to
properly dispose of waste materials and could force the Debtors to
incur significant additional administrative expenses. These
consequences would dissipate the value of the Debtors' assets and
harm recoveries in these chapter 11 cases. The orderly and
responsible process contemplated by the Winddown Plan avoids these
harsh consequences. The Debtors submit that the Winddown Plan
represents the best possible outcome to be achieved in the wake of
the current facts presented to the Debtors. Accordingly, and for
these reasons, the Winddown Plan represents a sound exercise of
the Debtors' business judgment and effectuates the general policy
of the Bankruptcy Code to maximize estate value for the benefit of
all stakeholders."

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet is represented in the case by Morris, Nichols, Arsht &
Tunnell LLP's Erin R. Fay, Esq., Robert J. Dehney, Esq., Daniel B.
Butz, Esq.; and Dinsmore & Shohl LLP's Kim Martin Lewis, Esq.,
Patrick D. Burns, Esq.  Kurtzman Carson Consultants is the claims
and notice agent.  Evercore's Lloyd Sprung and Paul Billyard serve
as investment bankers to the Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.


OVERSEAS SHIPHOLDING: To Retain Mullin Hoard Under Hybrid Fee Deal
------------------------------------------------------------------
Overseas Shipholding Group, Inc. and its debtor-affiliates seek
bankruptcy court authority to employ Mullin Hoard & Brown, L.L.P.,
as their special litigation counsel, under a hybrid contingency
fee agreement, for services to be performed in connection with the
prosecution of professional liability and other claims against the
Company's former external counsel in connection with services they
provided OSG prior to the filing of its Chapter 11 bankruptcy
proceeding.

The Debtors initially retained MHB on an hourly fee basis to
investigate professional liability claims against third party
professionals that provided pre-petition services to OSG. The
original investigation engagement agreement specifically
contemplated that a new engagement agreement would be entered into
if the Debtors decided to retain MHB to pursue litigation with
respect to any potential liability claims. Now that MHB's
investigation of the Professional Liability Claims is
substantially complete, the Debtors have determined that it
would be in the best interests of the estates to retain MHB to
prosecute the Professional Liability Claims on behalf of the
Company on a capped, hybrid contingency fee basis.  MHB continues
to investigate third party claims against other professionals.

The Debtors submit that the Hybrid Fee Agreement is reasonable in
light of the potential costs of prosecuting the Professional
Liability Claims and the risks of litigation.

The Debtors assure the Court that none of MHB's partners, counsel,
or associates hold or represent any interest adverse to the
estates or their creditors, and MHB is a "disinterested person" as
defined in Section 101(4) of the Bankruptcy Code.

The application is signed by John J. Ray, III, chief
reorganization officer of Overseas Shipholding Group, Inc.

Counsel for the Debtors may be reached at:

   Derek C. Abbott, Esq.
   Daniel B. Butz, Esq.
   William M. Alleman, Jr., Esq.
   MORRIS, NICHOLS, ARSHT & TUNNELL LLP
   1201 North Market Street
   P.O. Box 1347
   Wilmington, DE 19801
   Tel: (302) 658-9200
   Fax: (302) 658-3989

                   About Overseas Shipholding

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

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

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

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


P2 UPSTREAM: Moody's Assigns 'B3' CFR & Rates 1st Lien Debt 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
("CFR") to P2 Upstream Acquisition Co., a newly formed borrower
within the P2 Energy Solutions ("P2") family. Moody's also
assigned B1 and Caa2 facility ratings to P2's new first and second
lien debt, respectively. Proceeds from the approximately $480
million new debt issuance will be used to facilitate Advent
International's $780 million acquisition of P2, which will include
the retirement of existing P2 secured debt, the ratings for which
will be withdrawn upon closing. The ratings outlook is stable.

Ratings Rationale:

The combined effect of P2's high, approximately 7.0x debt-to-
EBITDA leverage (including Moody's standard adjustments), which
has edged back up as a result of Advent's October 2013 acquisition
of the firm, along with its modest, sub-$200 million revenue base,
minimal cash position at closing, and an acquisition-friendly
business model, positions the company squarely among its B3-rated
software peers. The company, moreover, begins the Advent era
having recently completed a smallish acquisition of a weakly
performing, Australia-based software provider to the metals,
mining, and oil and gas industry -- and during a quarter, the
fiscal first, of P2's weakest liquidity. P2's strong, nearly 40%
EBITDA margins, low capex requirements, and the underlying oil and
gas exploration and production industry's very favorable prospects
allow for only limited room for error in the face of an
aggressively structured buyout by Advent.

Moody's believes P2's renewed focus on higher-margin, recurring-
revenue licensing, data and support, and hosting businesses, and
an under-emphasis on sporadic, lower-margin professional services
businesses, should bolster the company's already attractive
operating margins. Moody's expects the company to generate free
cash flow of approximately $20 million per annum, giving it ample
liquidity to meet the B term loan's minimal amortization
requirements. However, P2's historically acquisitive model and the
aggressive financial policy inherent to private-equity-run firms
will likely preclude the company from meaningfully reducing
leverage, which Moody's expects will remain stubbornly high,
easing to only about 6.5x by the end of 2014.

The ratings could face downward pressure if EBITDA margins fail to
expand meaningfully, or if free-cash-flow-to-debt were to turn
negative. Alternatively, the ratings could be upgraded if leverage
improves to less than 6.5x on a sustained basis, or if free-cash-
flow-to-debt holds at better than 5%, also on a sustained basis.

The following ratings (and LGD assessments) were assigned:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$30 million Senior Secured Revolver due 2018 B1 (LGD3, 32%)

$295 million First Lien Term Loan due 2020 B1 (LGD3, 32%)

$155 million Second Lien Term Loan due 2021 Caa2 (LGD6, 96%)

P2 Upstream Acquisition Co. (formerly known as P2 Energy Solutions
Inc.) provides specialized software to exploration and production
companies in the oil and gas industry. Moody's expects the company
will generate approximately $180 million of revenue for the fiscal
year ended September 2014. P2's principal offices are in Houston,
TX, Denver, CO, and Calgary, Alberta.


PATRIOT COAL: Settlement Approval Sought
----------------------------------------
BankruptcyData reported that Patriot Coal filed with the U.S.
Bankruptcy Court a motion for entry of an order (a) approving a
settlement with Peabody Energy and the United Mineworkers of
America (UMWA), on behalf of itself and in its capacity as
authorized representative of the UMWA employees and UMWA retirees.

The motion explains, "The Peabody Settlement is one of three
agreements that are the cornerstones of the Debtors' plan of
reorganization. Together with the Arch Settlement and the rights
offerings backstopped by Knighthead, the Peabody Settlement will
provide the Debtors with critically-needed cash and credit support
that will position the Debtors to emerge from bankruptcy.
Moreover, the Peabody Settlement will provide hundreds of millions
of dollars in funding for the Patriot Retirees Voluntary Employee
Benefit Association (the 'VEBA'), the trust established by the
UMWA to provide healthcare benefits for thousands of retirees and
their families. Although the Debtors and the UMWA signed a new
collective bargaining agreement in August, the agreement left open
the question of how the VEBA would be funded, and the Peabody
Settlement addresses this final contingency. By resolving all
claims between and among the Debtors, Peabody and the UMWA, the
Peabody Settlement brings to a close the significant pending and
potential litigation between these parties in a manner that will
allow the Debtors to emerge from bankruptcy and preserve thousands
of jobs for the UMWA Employees and others, while helping the UMWA
Retirees continue to receive meaningful healthcare benefits."

Under the settlement, Peabody shall pay an aggregate amount of $90
million to the VEBA and Debtors, Peabody shall also pay the VEBA
the following amounts: $75 million on January 2, 2015, $75 million
on January 2, 2016 and $70 million on January 2, 2017, On the
effective date of the Debtors' Plan of Reorganization, Peabody
shall (i) post a $41.525 million letter of credit to secure the
benefits of the retirees covered by the Coal Act Assumption
Agreement; (ii) replace, either by letter of credit or surety, $15
million dollar cash collateral posted by Patriot Coal for Black
Lung Act liabilities and (iii) post $84 million in letters of
credit to replace letters of credit currently posted by the
Debtors.

The Court scheduled a November 6, 2013 hearing on the motion.

                        About Patriot Coal

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

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

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

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

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

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


PREFERRED PROPPANTS: S&P Lowers Corporate Credit Rating to 'CCC'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Preferred Proppants LLC, including the corporate credit rating, to
'CCC' from 'B+' and placed the ratings on CreditWatch with
negative implications.

The downgrade reflects S&P's view of Preferred Proppants'
liquidity as weak because recurring covenant pressures have
culminated in a covenant violation.  In S&P's opinion, covenant
constraints are due to high leverage and weaker-than-expected
performance as competition in the hydraulic fracturing (fracking)
sand and proppant industry has intensified.  S&P also views
liquidity to be weak given current covenant constraints, a
negligible cash balance, and significant debt service
requirements.

"In resolving the CreditWatch placement we will seek additional
details on the company's efforts to resolve covenant issues and
bolster its liquidity to meet near-term needs that include about
$60 million of debt service requirements in 2014.  We will also
seek clarity on potential strategic alternatives that management
may be considering," said Standard & Poor's credit analyst Megan
Johnston.

S&P would lower its rating if it appeared an event of default were
likely in six months or less, in accordance with S&P's methodology
for assigning 'CCC+', 'CCC', 'CCC-', and 'CC' ratings.  S&P would
also lower its rating to 'SD' (selective default) in the event the
company pursues strategic alternatives that result in creditors
receiving less than originally promised, in accordance with S&P's
methodology for exchange offers and similar restructurings.


PULSAR PUERTO RICO: Ch. 7 Trustee Loses Bid to Amend AT&T Ruling
----------------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied the Motion Requesting
Amended and/or Additional Findings of Fact pursuant to Federal
Rules of Bankruptcy Procedure 7052 filed by Wilfredo Sagarra-
Miranda, Chapter 7 Trustee of Pulsar Puerto Rico Inc.

On Feb. 14, 2011, AT&T Mobility Puerto Rico Incorporated filed an
adversary proceeding against the Debtor.  The Bankruptcy Court
entered an opinion and order on April 5, 2012, disposing of all
pending claims in the adversary proceeding.  The Chapter 7 Trustee
seeks to appeal the Order.  The Trustee's Motion to Alter or Amend
followed.

AT&T filed an Opposition to the Motion to Alter or Amend.
Wigberto Lugo Mender, defendant and duly appointed Chapter 7
Trustee for the Estate of Wilfredo Rodriguez Flores and Nydia Rosa
Acosta Castrodad, Case No. 11-03478-BKT7, also filed an opposition
to the Motion to Alter or Amend.

The case is, AT&T MOBILITY PUERTO RICO INC Plaintiff, v. PULSAR
PUERTO RICO INC; et als Defendants, Adv. Proc. No. 11-00042
(Bankr. D. P.R.).  A copy of the Court's Oct. 16, 2013 Opinion and
Order is available at http://is.gd/tNG0jafrom Leagle.com.

Pulsar Puerto Rico Inc. filed a voluntary Chapter 11 petition
(Bankr. D. P.R. Case No. 08-07557) on November 7, 2008.  The case
was converted to chapter 7 on Sept. 13, 2010, and Wilfredo Segarra
Miranda was appointed as chapter 7 trustee.


QUANTUM LEAP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Quantum Leap Restaurants, Inc.
        3502 Oakwood Mail Drive, Suite A
        Eau Claire, WI 54701

Case No.: 13-15083

Chapter 11 Petition Date: October 17, 2013

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Hon. Robert D. Martin

Debtor's Counsel: Rebecca R. DeMarb, Esq.
                  KERKMAN & DUNN
                  121 S. Pinckney Street, Suite 525
                  Madison, WI 53703
                  Tel: 608-310-5502
                  Email: rdemarb@kerkmandunn.com

                       - and -

                  James D. Sweet, Esq.
                  KERKMAN & DUNN LLC
                  121 S. Pinckney St., Ste. 525
                  Madison, WI 53703
                  Tel: 608/310-5501
                  Fax: 414/277-0100
                  Email: jsweet@kerkmandunn.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas Larson, sole shareholder.

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


R. RIDGE LP: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: R. Ridge LP
        5505 Interstate North Parkway, NW
        Atlanta, GA 30328

Case No.: 13-72773

Chapter 11 Petition Date: October 17, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: J. Robert Williamson, Esq.
                  SCROGGINS AND WILLIAMSON
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Email: rwilliamson@swlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Douglas C. Trivers, exec. VP of Housing
Systems, Inc., manager of general partner.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb13-72773.pdf


RESIDENTIAL CAPITAL: Court Approves $100-Mil. Securities Deal
-------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that a
federal judge has signed off on the $100 million settlement of a
class-action lawsuit over Residential Capital LLC's soured
mortgage-backed securities, some $37.66 billion worth of
investments that went bad in the collapse of the housing market.

                     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).


REVSTONE INDUSTRIES: Unit OK'd to Probe Creditor
------------------------------------------------
Law360 reported that a unit of bankrupt auto parts conglomerate
Revstone Industries LLC on Oct. 16 got the go ahead to launch a
limited investigation into a creditor's dealings with a nondebtor
affiliate, as a Delaware bankruptcy judge worried the contentious
case could become "smoking rubble."

According to the report, U.S. Bankruptcy Judge Brendan L. Shannon
granted the motion from Revstone unit Spara LLC for a so-called
2004 examination of Boston Finance Group LLC, which Spara said it
requested to figure out what happened to cause a purported drop in
value at nondebtor subsidiary Lexington.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


RGR WATKINS: Files Schedules of Assets and Liabilities
------------------------------------------------------
RGR Watkins, LLC, filed with the Bankruptcy Court for the Middle
District of Florida its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,575,000
  B. Personal Property              $314,045
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $23,143,278
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $233,700
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $123,071
                                 -----------      -----------
        TOTAL                    $14,889,045      $23,500,049

RGR Watkins, LLC, filed a petition for Chapter 11 protection
(Bankr. M.D. Fla. Case No. 13-12147) on Sept. 12, 2013, in Tampa,
Florida.  The petition was signed by Robert G. Roskamp as manager.
The Debtor estimated assets and debts of at least $10 million.
The Debtor is represented by Elena P. Ketchum, Esq. --
eketchum.ecf@srbp.com -- and Amy Denton Harris, Esq. --
aharris.ecf@srbp.com -- at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, FL, as counsel.


ROBERY WALLACH: Toy, Art & Collectible Auction on Tues., Oct. 22
----------------------------------------------------------------
David R. Maltz & Co., Inc., will sell a variety of toy soldiers,
die cast cars, art and other collectibles at the direction of the
chapter 7 trustee overseeing the liquidation of Robert M.
Wallach's bankruptcy estate.  Additional information about the
auction, scheduled for 9:00 a.m. on Tues., Oct. 22, 2013, at 39
Windsor Place in Central Islip, N.Y., is available at
http://www.maltzauctions.com/auction_detail.php?id=209524or by
contacting:

          David R. Maltz
          Richard B. Maltz
          David Constantino
          David R. Maltz & Co., Inc.
          39 Windsor Place
          Central Islip, NY 11722
          Telephone: (516) 349-7022

Robert M. Wallach of Mill Neck, N.Y., filed a chapter 11 petition
(Bankr. E.D.N.Y. Case No. 08-74601) on Aug. 27, 2008, and was
represented by Steven I. Super, Esq. -- ssuper@wanderlaw.com -- at
Wander & Associates PC in Manhattan at that time.  At the time of
the filing, Mr. Wallach estimated his assets at $10 million to $50
million and his debts at $50 million to $100 million.  The case
has been converted to a chapter 7 liquidation proceeding and the
Chapter 7 Trustee is:

          Richard L. Stern, Esq.
          Weinberg, Gross & Pergament LLP
          400 Garden City Plaza, Suite 403
          Garden City, NY 11530
          Telephone: (516) 877-2424


ROCKPOINT HOLDINGS: Creditors' Meeting Continued Sine Die
---------------------------------------------------------
James D. Perkins, Esq., on behalf of the U.S. Trustee for
Region 18, in document filed with the Bankruptcy Court in Spokane,
said the meeting of creditors in the Chapter 11 case of Rock
Pointe Holdings Company, LLC, scheduled for Oct. 4, 2013, is
continued to a date and time to be determined.  All parties will
be given notice of the new date once it has been set.

                       About Rock Pointe

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
The Debtor estimated both assets and debts of between $50 million
and $100 million.

Southwell & O'Rourke, P.S., serves as counsel for the Debtor.

The U.S. Trustee appointed five unsecured creditors to serve on
the Debtor's Official Committee of Unsecured Creditors.  Kenneth
W. Gates is the counsel for the Committee.

Ford Elsaesser served as mediator for of all issues regarding the
treatment of the debt owed to DMARC.

The United States Trustee appointed John Munding as Chapter 11
trustee in the bankruptcy case.


ROSEVILLE SENIOR: Sec. 341 Creditors' Meeting Set for Nov. 13
-------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Roseville Senior Living
Properties, LLC, on Nov. 11, 2013, at 9:00 a.m.  The meeting will
be held at Suite 1401, One Newark Center.

Proofs of Claim are due by Feb. 11, 2014.

The case is Roseville Senior Living Properties, LLC, Case No.
13-31198 (D.N.J.) before Judge Donald H. Steckroth.  The Chapter
11 petition was filed on Sept. 27, 2013.  The Debtor disclosed
estimated assets ranging from $10 million to $50 million and
estimated liabilities ranging from $1 million to $10 million.  The
petition was signed by Michael Edrel, managing director,
Meecorp Capital Markets, Inc.

The Debtor is also represented by Gregory R. Haworth, Esq.
and Gia G. Incardone, Esq., at Duane Morris, LLP, in Newark,
New Jersey.


RURAL/METRO CORP: Argonaut Objects to Disclosure Statement
----------------------------------------------------------
BankruptcyData reported that Argonaut Insurance filed with the
U.S. Bankruptcy court an objection to Rural/Metro's Disclosure
Statement.

Argonaut Insurance asserts, "On or about May 11, 2011, Rural/Metro
Corporation executed a General Indemnity Agreement. Pursuant to
the Indemnity Agreement, Rural/Metro agreed, inter alia, to pay
all premiums due for surety bonds Argonaut issued on behalf of the
Rural/Metro and to indemnify, hold harmless and exonerate Argonaut
from and against all loss and expense, including attorney fees,
incurred by Argonaut as a result of having executed surety bonds
on behalf of Rural/Metro, as well in enforcing Argonaut's rights
under the Indemnity Agreement. Argonaut is currently holding a
letter of credit in the face amount of $537,025 as collateral for
the performance of Rural/Metro's obligations under the Indemnity
Agreement....Argonaut does not seek, at this time, to cancel its
Bonds. However, Argonaut is concerned that the proposed Disclosure
Statement and Plan of Reorganization are entirely silent as to
Argonaut's rights as surety under the Bonds....Neither the
Disclosure Statement nor the Plan, however, address whether (a)
the Bonds relating to the Bonded Contracts will also be assumed,
or (b) the Indemnity Agreement will be assumed by the Reorganized
Debtors. Accordingly, Argonaut seeks confirmation as whether the
Debtors and Reorganized Debtors intend to assume all of the Bonded
Contracts."

                      About Rural/Metro Corp

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

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

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

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

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

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


RURAL/METRO CORP: Workers Seek $40 Million in Wages
---------------------------------------------------
Law360 reported that ambulance workers on Oct. 15 sought class
certification in a Delaware bankruptcy court to pursue a $40
million class action that accuses the now-bankrupt ambulance
company Rural/Metro Corp. of failing to pay employees for
overtime.

According to the report, the class action was first lodged in a
California state court against private equity owned Rural/Metro,
one of the largest providers of ambulance services in the United
States, in February 2009 and was combined with a similar suit in
May 2010, according to the motion.

                      About Rural/Metro Corp

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

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

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

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

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

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


SAN BERNARDINO, CA: CalPERS Objection to Ch. 9 Eligibility Nixed
----------------------------------------------------------------
Bankruptcy Judge Meredith A. Jury issued an Opinion dated Oct. 16,
2013, finding that the City of San Bernardino, Calif., is eligible
to proceed in its chapter 9 case.

A major creditor of the City of San Bernardino, the California
Public Employee Retirement System, objected to the eligibility of
the City to file a petition under chapter 9 of the Bankruptcy Code
on the grounds that it did not desire to effect a plan of
adjustment and did not file the petition in good faith.

According to Judge Jury, the Court recognizes that the City was
not a poster child in organization and prepetition planning before
it entered into the complex world of chapter 9 reorganization. The
Court also acknowledges that the City got off to a slow start in
getting its financial records in order and adopting an interim
balanced budget to bridge the gap from the petition date to
eventual plan of adjustment.

"However, despite the untidy disarray of the City's finances and
the early lack of direction toward long-term resolution of its
admitted financial distress, in this summary judgment proceeding,
the Court overrules the CalPERS objections on their limited stated
grounds and finds the City eligible to remain in its chapter 9
proceeding," Judge Jury said in her opinion available at
http://is.gd/ZDBHScfrom Leagle.com.

"The purposes of chapter 9 are met by this proceeding. The
integrity of the bankruptcy system is not offended by this
proceeding. The City, its citizens, and its creditors deserve a
chance to achieve an orderly financial future," the judge added.

The Oct. 16 opinion is intended to supplement the oral ruling made
by the Bankruptcy Court on the summary judgment motion on Aug. 28,
2013, and the docketed Statement of Uncontroverted Facts which
supports the order granting the summary judgment.  All three
sources are meant to articulate the reasons the Court granted
eligibility.

                   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.


SAN JOSE, CA: Mayor Launches Pension Reform Initiative
------------------------------------------------------
Jim Christie, writing for Reuters, reported that the mayor of
California's third largest city offered a plan on Oct. 15 to help
the state rein in spending on public pensions, drawing rebukes
from a group representing public employees as well as the state's
pension fund for public-sector workers.

According to the report, San Jose Mayor Chuck Reed said his
measure, which he hopes to qualify for the November 2014 ballot,
would urge voters to amend California's constitution to allow
local governments to reduce pension expenses associated with their
current employees.

Local governments in the most populous U.S. state may reduce
pension benefits for their future workers to lower retirement-
related spending but they face legal roadblocks in doing the same
for current employees, the report related.

"In order to save significant dollars you have to go where the
significant costs are and that's current employees," Reed told
Reuters by telephone.

Reed, a Democrat, has emerged as a high-profile advocate for
pension reform in California after successfully winning a measure
in his city last year that garnered national attention, the report
said.  That measure allows San Jose's workers to keep pension
benefits they have earned but requires them to pay more toward
their pensions to keep up the same level of benefits.


SANDY CREEK: Moody's Rates $1.05-Bil. Secured Term Loan 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to Sandy Creek
Energy Associates' (SCEA) $1.05 billion senior secured term loan B
due 2020, a $102 million letter of credit facility due 2020 to
backstop existing Tax-Exempt Variable Rate Notes, and a $75
million working capital facility due 2020. The rating outlook is
stable.

Proceeds will be used to refinance existing debt at SCEA, which
includes a senior secured construction and term loan due 2015 with
about $730.4 million currently outstanding, pay swap breakage
costs, partially repay a inter-company loan, as well as pay fees
and expenses associated with the transaction. The rating on the
existing senior secured construction and term loan will be
withdrawn once the refinancing closes.

Ratings Rationale:

The Ba3 rating reflects the successful repair of plant components
impacted by a boiler incident in late 2011 (Boiler Event), and
marginally improved conditions in the ERCOT North merchant energy
market. The boiler has since been repaired, and the plant reached
Substantial Completion on May 22, 2013, COD on June 18, 2013, and
is now operational, delivering power to the power purchase
agreement (PPA) counterparties and selling electricity into the
ERCOT North merchant energy market. In addition, the rating
reflects the fact that a substantial portion of the cash flows are
contracted under long-term PPAs (30 years) with load serving
entities -- Brazos Electric Power Cooperative, Inc. (Brazos,
unrated) and Lower Colorado River Authority (LCRA, electric
revenue bonds rated A1, negative outlook). SCEA also benefits from
power and gas hedges with highly rated counterparties that provide
for additional hedged cash flow through 2015. The project can
service debt with contracted and hedged cash flows only. The
exposure to merchant cash flows is mitigated by the fact that
reserve margins in ERCOT are projected to decline in the near-to-
intermediate term, which should result in more frequent scarcity
pricing during the peak months that will benefit a base load,
coal-fired plant like Sandy Creek. Also, the proposed transaction
extends a future refinancing to 2020.

The rating also factors in the state of the art nature of the
plant, fitted with the latest, commercially available
environmental controls. The plant is equipped with low NOx
burners, selective catalytic reduction systems with ammonia
injection, powdered activated carbon injection for mercury
emissions, spray dryer absorbers for sulfur dioxide emissions, a
bag house for particulate matter, and outdoor ash disposal cells
that can hold approximately 35 years of ash from the plant's
operations.

While the plant currently has three owners, an affiliate of LS
Power is the plant's project manager, and the financing documents
stipulate that SCEA must retain a minimum 35% undivided ownership
interest share, and at that level of ownership, still retains the
right to act as the project manager for the entire Project. This
effectively ensures that a large portion of the plant's operation
and control remains with SCEA. Moody's views the fact that current
ownership includes load serving entities that also have long-term
PPAs with the SCEA as a credit positive.

There are traditional project financing features, including a 6-
month debt service reserve fund provided by letter of credit, a
minimum 6-month major maintenance reserve fund, account waterfall,
minimum debt service coverage ratio, and limitations on additional
indebtedness. In addition, there remains a significant equity
investment of $376 million. Moody's understands that the LS
portion of the investment represents LS's largest equity
commitment to a single-asset financing across their portfolio,
supporting Moody's expectation of continued sponsor support.

Certain challenges also remain for SCEA, all of which are
incorporated into the rating. Despite the plant's locational
advantages in the ERCOT North market, a significant portion of
SCEA's capacity remains exposed to merchant energy margins that
could prove volatile. Should natural gas prices fall from current
prices to levels realized in 2012, the plant's total capacity
factor could decline owing to coal to gas switching, which would
result in lower than projected merchant energy gross margins.
SCEA's exposure to merchant cash flows is mitigated by the long-
term PPAs for 47% of its capacity and the fact that reserve
margins in ERCOT are projected to decline in the near-to-
intermediate term, which should result in more frequent scarcity
pricing during the peak months that should benefit a base load,
coal-fired plant like Sandy Creek.

While the plant has operationally recovered from the Boiler Event,
SCEA is still exposed to general operating risks, especially as
the plant goes through its initial operating phase and confronts
teething issues before reaching a steady operating profile. The
first three full months of operations have reflected this point,
with July 2013 availability measuring 70.5% before rising to 89.3%
in August and 92.3% in September.

Furthermore, final matters with respect to the Boiler Event are
still being worked out with the EPC contractors, which creates
uncertainty. However, Moody's believes that SCEA has taken steps
that adequately mitigate this uncertainty.

SCEA's relatively high debt burden is another rating constraint.
Leverage as measured by debt/kW at financial close is $1,863/kW.
Including the sponsor equity, SCEA's total capitalization/kW at
financial close is $2,485/kW, which corresponds to a 75% debt-to-
capitalization ratio, reflecting a highly levered capital
structure. Under various downside cases, Moody's calculates that
the refinancing amount at term loan maturity is likely to be
greater than 50% of the original term loan outstanding suggesting
some refinancing risk in 2020. However, Moody's considers the
refinancing risk to be manageable as it is mitigated by the 30-
year PPAs, which provide a meaningful cash flow tail for 23 years
after the term loan matures in 2020.

The stable outlook reflects a shift in the project's profile from
the construction phase to the operational phase, where Moody's
anticipates the plant will dispatch at a base load capacity
factor. Additionally, the current transaction addresses SCEA's
prior refinancing risk and pushes out future refinancing needs to
2020.

Given the leverage, the rating is unlikely to move higher in the
near-term, though entering into additional PPAs or substantial
improvements in the ERCOT North power market that results in
higher than anticipated debt repayment could have positive rating
implications.

The rating could be downgraded if the plant experiences
operational issues that impact financial performance, or if the
ERCOT North power market weakens and results in materially lower
merchant energy gross margins.

The rating is predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and model outputs consistent with initially projected
credit metrics and cash flows.

The last rating action on Sandy Creek Energy Associates was on
October 2, 2013, when Moody's upgraded the existing senior secured
credit facilities to Ba3 from B1 and assigned a stable outlook.

Sandy Creek Energy Station is a 945 MW single unit, once-through
supercritical cycle, pulverized coal-fired power generating
facility located in Riesel, Texas. Sandy Creek Energy Associates,
LP owns 64% of the plant, while an affiliate of Brazos Electric
Power Cooperative, Inc. owns a 25% interest, and the remainder is
owned by Lower Colorado River Authority. The plant was constructed
by an EPC consortium consisting of Gilbert Industrial Corp, (an
affiliate of Kiewit Construction Company), Overland Contracting,
Inc. (an affiliate of Black & Veatch), and Zachry Industrial, Inc.


SAVE MOST: Court Dismisses Chapter 11 Bankruptcy Case
-----------------------------------------------------
The Hon. Catherine E. Bauer of the U.S. Bankruptcy Court for the
Central District of California has dismissed the Chapter 11 case
of Save Most Desert Rancho, Ltd.

As reported by the Troubled Company Reporter on Sept. 19, 2013,
the Debtor asked the Court for the immediate dismissal of its
Chapter 11 case.  According to the Debtor, the sale of the Corona
Property has closed.

All non-insider claims against the Debtor's bankruptcy estate will
be paid in full.  The Court retains exclusive jurisdiction to
enforce the provisions of the sale orders as well as the order
dismissing the Debtor's Chapter 11 proceeding and to resolve any
disputes concerning the sale orders and the dismissal order.

                   About Save Most Desert Rancho

Save Most Desert Rancho, Ltd., filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-23173) in Santa Ana, California on Nov. 15,
2012.  The Laguna Hills-based company disclosed $10,134,997 in
assets and $14,874,770 in liabilities as of the Chapter 11 filing.
The petition was signed by Charles Kaminskas for Brighton Park,
LP, general partner.  Michael G. Spector, Esq., and Vicki L.
Schennum, Esq., at The Law Offices of Michael G. Spector, in Santa
Ana, Calif., represent the Debtor as Chapter 11 insolvency
counsel.

Michael D. Testan, Esq., represents JPMorgan.


SAVIENT PHARMACEUTICALS: Gets Nod to Fund Sale with Cash
--------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge on Oct. 16 gave
Savient Pharmaceuticals Inc. the go-ahead to use cash collateral
to fund its stay in Chapter 11, enabling the drug developer to
proceed with a planned $55 million asset sale.

According to the report, at a hearing in Wilmington, U.S.
Bankruptcy Judge Mary F. Walrath signed off on the cash-collateral
motion and other pleadings designed to keep Savient up and running
while it pursues a stalking horse sale to Sloan Holdings CV, a
unit of US WorldMeds LLC.

                   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.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code on Oct.
14, 2013 (Case No. 13-12680, Bankr. D.Del.).

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.


SAVIENT PHARMACEUTICALS: Meeting to Form Committee on Oct. 24
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on Oct. 24, 2013 at 10:30 a.m. in
the bankruptcy case of Savient Pharmaceuticals.  The meeting will
be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 2112
         Wilmington DE 19801

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

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

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

               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).


SEVEN ARTS: Hall Group Raises Going Concern Doubt
-------------------------------------------------
Seven Arts Entertainment, Inc., filed on Oct. 15, 2013, its annual
report on Form 10-K for the fiscal year ended June 30, 2013.

The Hall Group, CPAs, in Dallas, Texas, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing the Company's recurring losses from operations and net
capital deficiency.

The Company reported a net loss of $22.4 million on $1.5 million
of total revenue for the fiscal year ended June 30, 2013, compared
with a net loss of $11.2 million on $4.1 million of total revenue
for the fiscal year ended June 30, 2012.

The Company's balance sheet at June 30, 2013, showed $15.6 million
in total assets, $22.7 million in total liabilities, and a
stockholders' deficit of $7.1 million.

A copy of the Form 10-K is available at http://is.gd/8E6eqq

Los Angeles-based Seven Arts Entertainment, Inc. (OTC QB: SAPX)
was founded in 2002 as an independent motion picture production
and distribution company engaged in the development, acquisition,
financing, production and licensing of theatrical motion pictures
for exhibition in domestic (i.e., the United States and Canada)
and foreign theatrical markets, and for subsequent worldwide
release in other forms of media, including home video and pay and
free television.


SHERIDAN GROUP: Terminates Registration of 12.5% Senior Notes
-------------------------------------------------------------
The Sheridan Group, Inc., filed with the U.S. Securities and
Exchange Commission a Form 15 to terminate the registration of its
12.5 Percent Senior Secured Notes due 2014.  As of Oct. 15, 2013,
there was only one holder of the Senior Notes.

                      About The Sheridan Group

Hunt Valley, Maryland-based The Sheridan Group, Inc.
-- http://www.sheridan.com/-- is a specialty printer offering a
full range of printing and value-added support services for the
journal, catalog, magazine and book markets.

                           *     *     *

As reported by the TCR on Sept. 16, 2011, Standard & Poor's
Ratings Services lowered its corporate credit rating on Hunt
Valley, Md.-based printing company The Sheridan Group Inc. to
'CCC+' from 'B-'.

"The 'CCC+' corporate credit rating reflects Sheridan's ongoing
thin margin of compliance with its minimum EBITDA covenant," said
Standard & Poor's credit analyst Tulip Lim.  "It also reflects our
expectation of continued difficult operating conditions across the
company's niche printing segments, its vulnerability to prevailing
economic pressures, its high debt leverage, and the secular shift
away from print media."

In the Dec. 14, 2012, edition of the TCR, Moody's Investors
Service downgraded the Corporate Family Rating (CFR) for The
Sheridan Group, Inc. (Sheridan) to Caa1 from B3.  Sheridan's Caa1
CFR reflects risks that the intense secular challenges facing the
printing industry will compromise refinance activities as the
company addresses its upcoming maturities, including the $15
million revolving working capital facility due October 2013 and
the $128 million senior secured notes in April 2014.

The Group disclosed a net loss of $93,546 in 2012, a net loss of
$8.96 million in 2011 and a $5.94 million net loss in 2010.  As of
June 30, 2013, the Company had $196.45 million in total assets,
$166.85 million in total liabilities and $29.59 million in
total stockholders' equity.


SIOUX RESTAURANTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sioux Restaurants, LLC
        3502 Oakwood Mall Drive, Suite A
        Eau Claire, WI 54701

Case No.: 13-15084

Chapter 11 Petition Date: October 17, 2013

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Hon. Robert D. Martin

Debtor's Counsel: Rebecca R. DeMarb, Esq.
                  KERKMAN & DUNN
                  121 S. Pinckney Street, Suite 525
                  Madison, WI 53703
                  Tel: 608-310-5502
                  Email: rdemarb@kerkmandunn.com

                       - and -

                  Laura D. Steele, Esq.
                  KERKMAN & DUNN
                  757 N Broadway, Ste 300
                  Milwaukee, WI 53202
                  Tel: 414/277-8200
                  Email: Lsteele@kerkmandunn.com

                  James D. Sweet, Esq.
                  KERKMAN & DUNN LLC
                  121 S. Pinckney St., Ste. 525
                  Madison, WI 53703
                  Tel: 608/310-5501
                  Fax: 414/277-0100
                  Email: jsweet@kerkmandunn.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Thomas Larson, president of Quantum
Leap Restaurants, Inc., member of Debtor.

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


SL GREEN: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
SL Green Realty Corp. (NYSE: SLG) and its subsidiaries SL Green
Operating Partnership, L.P., and Reckson Operating Partnership
L.P. as follows:

SL Green Realty Corp.

-- IDR at 'BB+';
-- Senior unsecured notes at 'BB+' (as co-obligor);
-- Perpetual preferred stock at 'BB-'.

SL Green Operating Partnership, L.P.

-- IDR at 'BB+';
-- Unsecured revolving credit facility at 'BB+';
-- Senior unsecured notes at 'BB+' (as co-obligor);
-- Exchangeable senior notes at 'BB+';
-- Junior subordinated notes at 'BB'.

Reckson Operating Partnership, L.P.
-- IDR at 'BB+';
-- Senior unsecured notes at 'BB+' (as co-obligor for certain
   issuances);
-- Exchangeable senior debentures at 'BB+'.

The Rating Outlook has been revised to Positive from Stable.

Key Rating Drivers

The affirmation of SLG's and Reckson's ratings and revised Outlook
to Positive reflect the company's credit strengths, including its
high-quality New York office portfolio, manageable lease maturity
and debt expiration schedules, growing unencumbered asset pool and
the company's improving credit metrics. These positive rating
elements are also supported by expectations for further
strengthening in SLG's fixed-charge coverage ratio. These positive
elements are balanced by concerns regarding the midtown Manhattan
office leasing environment, which remains somewhat dependent on
the growth of large financial institutions and supporting
industries such as law and accounting firms.

Positive Outlook
The Positive Outlook is driven by Fitch's expectation that SLG
will maintain or slightly improve leverage and coverage metrics
consistent with a 'BBB-' IDR. While these metrics are nominally
weaker than most REIT issuers with investment-grade ratings, the
Positive Outlook considers that Midtown Manhattan office assets
consistently trade at lower capitalization rates and are more
liquid and financeable in economic downturns than typical office
assets.

Solid Leverage
SLG's leverage ratio is strong for the 'BB+' rating for a REIT
owning primarily Midtown Manhattan office assets, as the company's
leverage ratio was 8.0x as of June 30, 2013, down from 8.1x and
8.6x as of Dec. 31, 2012 and 2011, respectively. Leverage has been
aided from the incremental NOI from repositioning and leasing
assets within the company's growth portfolio, which consists of
value-add properties purchased over the past few years. Fitch
expects that leverage will decline modestly over the next two
years. Leverage is defined as net debt (including guarantees)
divided by recurring operating EBITDA, including Fitch's estimate
of recurring cash distributions from joint ventures.

Appropriate Fixed-Charge Coverage
The company's fixed-charge coverage ratio was 1.8x for the 12
months ended June 30, 2013, up from 1.7x and 1.6x in 2012 and
2011, respectively. While fixed-charge coverage has been
improving, it has lagged in recent years principally due to free
rent periods offered to tenants, combined with recurring capital
expenditure costs primarily related to new leases. Fitch expects
coverage to improve slightly as growth in cash flow is partially
offset by a slowly recovering Manhattan leasing environment in
which landlords will continue to offer attractive tenant
improvement packages.

Fitch expects that fixed-charge coverage will be approximately
2.0x over the next two years. Fixed-charge coverage is defined as
recurring operating EBITDA (including Fitch's estimate of
recurring cash distributions from joint ventures) less recurring
capital expenditures and straight-line rents, divided by interest
incurred and preferred stock distributions.

Strong and Diversified Tenant Base
The company's portfolio benefits from tenant diversification with
the top 10 tenants representing only 30% of annual base rent. The
largest tenant Citigroup, Inc. ('A' IDR with a Stable Outlook by
Fitch) comprises 6.4% of SLG's share of annual cash rent. All four
of SLG's top 10 tenants that are rated by Fitch have investment
grade ratings.

Manageable Lease Expiration Profile
The company has a manageable lease expiration schedule with only
34% of consolidated Manhattan rents expiring over the next five
years. While approximately 53% of the company's consolidated
suburban property rents expire over the next five years, the
suburban portfolio represents a limited portion of the company's
total assets and only 9% of annualized cash rent.

Laddered Debt Maturities
Further supporting the ratings is the company's manageable debt
maturity schedule. Over the next five years, 2017 is the largest
year of debt maturities with 27% of pro rata debt expiring, with
no other year greater than 16%. The large debt maturity in 2017 is
principally driven by secured debt. In addition, the company's
ratios under its unsecured credit obligations' financial covenants
do not hinder the company's financial flexibility at this point in
time.

Solid Unencumbered Asset Coverage Of Debt
The rating is further supported by SLG's unencumbered asset value
coverage of unsecured debt, which gives the company financial
flexibility as a source of contingent liquidity. Consolidated
unencumbered asset coverage of net unsecured debt (calculated as
annualized 2Q 2013 unencumbered property net operating income
divided by a stressed 7% capitalization rate) results in coverage
of 2.3x. This ratio is strong for the current rating, particularly
given that Midtown Manhattan assets are highly sought after by
secured lenders and foreign investors, resulting in stronger
contingent liquidity relative to many asset classes. However,
should SLG transition more fully to an unsecured model, UA/UD may
decline close to 2.0x as the company incurs more unsecured debt.

Strong Management Team
The ratings also point to the strength of SLG's management team
given their knowledge of the Manhattan office sector, and their
ability to maintain occupancy and liquidity throughout the
downturn. This expertise has also been demonstrated by the
company's ability to identify off-market acquisition
opportunities, and its maintenance and growth of portfolio
occupancy and balance sheet liquidity throughout the downturn and
into the current cycle.

Midtown Leasing Concerns
Offsetting these strengths are Fitch's concerns regarding the
uncertain Midtown Manhattan leasing environment. While the New
York City leasing environment has strengthened over the last few
years, the company continues to incur significant costs in the
form of tenant improvements, leasing commissions and free rent
incentives as tenant inducements, which has placed pressure on the
company's fixed charge coverage. In addition, further reductions
in space demands from the financial services industry, which
accounts for 37% of SLG's share of base rental revenue, may result
in reduced cash flows or values of SLG's properties. Despite these
headwinds, SLG had maintained strong leasing volume.

Adequate Liquidity Coverage
The company has adequate liquidity. For the period from July 1,
2013 to Dec. 31, 2015, the company's sources of liquidity (cash,
availability under the company's unsecured revolving credit
facility, and Fitch's expectation of retained cash flows from
operating activities after dividends and distributions) covered
uses of liquidity (pro rata debt maturities, Fitch's expectation
of recurring capital expenditures and non-discretionary
development expenditures) by 1.1x. This stressed analysis assumes
that no additional capital is raised to repay obligations; SLG has
demonstrated good access to a variety of capital sources over
time, mitigating refinance risk.
If secured debt were refinanced at a conservative rate of 80% of
the maturity balance, liquidity coverage would improve to 2.3x.
The company's liquidity is also strengthened by its conservative
common dividend policy, which enables it to retain substantial
operating cash flow. Fitch expects the company's projected AFFO
payout ratio to center around 40%, which is low relative to the
broader equity REIT universe and provides the company with
additional financial flexibility.

Reckson's IDR linked to SLG'S
Consistent with Fitch's criteria, 'Parent and Subsidiary Rating
Linkage' dated Aug. 5, 2013 and available on
'www.fitchratings.com', Reckson's IDR is linked and synchronized
with SLG's due to strong legal, operational and strategic ties
between SLG and Reckson, including each entity guaranteeing
certain corporate debt of the other.

Junior Subordinated Notes Notching
The one-notch differential between SLG's IDR and junior
subordinated notes (trust preferred securities) is consistent with
Fitch's criteria for corporate entities with an IDR of 'BB+'.
Based on Fitch Research on 'Treatment and Notching of Hybrids in
Nonfinancial Corporate and REIT Credit Analysis', available on
Fitch's Web site at www.fitchratings.com, these securities are
senior to SLG's perpetual preferred stock but subordinate to SLG's
corporate debt. Holders of such notes have the ability to demand
full repayment of principal and interest in the event of unpaid
interest.

Preferred Stock Notching
The two-notch differential between SLG's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BB+'. These preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

Rating Sensitivities

The following factors may have a positive impact on upgrading
SLG's IDR to 'BBB-':

-- Leverage sustaining below 8.0x for several quarters.
   (leverage was 8.0x as of June 30, 2013);

-- Fixed-charge coverage sustaining above 1.8x for several
   quarters (coverage was 1.8x for the 12 months ended June 30,
    2013);

-- Growth in the value of the unencumbered Manhattan property
   pool.

The following factors may have a negative impact on SLG's Ratings
and/or Outlook:

-- Leverage sustaining above 9.0x for several quarters;

-- Fixed-charge coverage sustaining below 1.6x for several
   quarters;

-- A liquidity shortfall (base case liquidity coverage was
   1.1x for the period July 1, 2013 to Dec. 31, 2015).


SPRINGLEAF HOLDINGS: Moody's Assigns B3 Corp. Family Rating
-----------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating to
Springleaf Holdings, Inc. (SHI), the ultimate parent of Springleaf
Finance Corporation (SFC; B3 senior unsecured, stable). The rating
assignment follows SHI's initial public offering of common shares
on October 15, 2013.

Ratings Rationale:

SHI's B3 corporate family rating reflects the improved positioning
of its multi-state branch-based consumer lending franchise after
taking steps over the past several quarters to strengthen
liquidity, improve operating performance, and reduce leverage.
SHI's successful IPO also supports the rating by further improving
the firm's consolidated capital measures and providing access to
new investors.

The IPO yielded proceeds before issuance expenses of about $185
million, which SHI intends to use to repay debt and fund asset
growth. Moody's estimates that SHI's pro forma debt-to-equity
ratio will decline to a range of 6.9x to 7.1x from an actual June
30, 2013 quarter-end measure of 7.8x. SHI's IPO follows the firm's
successful efforts in recent quarters to strengthen liquidity 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.

SHI's rating also incorporates its improved operating performance
in 2013, reflecting growth of higher yielding personal loans and
reduced cost of funds. Moody's expects that SHI's performance will
continue to strengthen on the basis of these underlying trends.

Rating constraints include SHI's low current profitability and
high leverage. A longer-term credit concern is high anticipated
earnings volatility, given the non-prime and sub-prime
characteristics of SHI's consumer loan portfolio and its
initiative to expand internet lending in non-footprint regions.
The firm's growing reliance on secured funding and still-
developing 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.

SHI'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 market access and
liquidity deteriorate or if its prospects for improved performance
materially weaken.

A summary of action follows:

Springleaf Holdings, Inc.:

Corporate Family: B3 rating assigned

Springleaf Finance Corporation:

Corporate Family: B3 rating withdrawn

Senior Unsecured: B3 rating affirmed

Senior Unsecured MTN Program: (P)B3 rating affirmed

Springleaf Financial Funding Company:

Backed Senior Secured Bank Loan: B2 rating affirmed

AGFC Capital Trust I:

Preferred Stock: Caa2(hyb) rating affirmed

All ratings have a stable outlook.

Springleaf Holdings, Inc., through principal operating subsidiary
Springleaf Finance Corporation, provides consumer finance and
credit insurance products to consumers through a multi-state
branch network.


ST. JOSEPH HOSPITAL: Moody's Puts Ba1 CFR on Review for Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed St. Joseph's Hospital Health
Center's Ba1 rating under review for downgrade. The action is
driven by unexpected plans for new debt in the next several months
to fund an information systems installation.

Summary Rating Rationale:

The review for downgrade reflects St. Joseph's plans to attain and
draw up to $70 million on bank lines to fund the installation of a
major information system. Furthermore, Moody's believes the
hospital's liquidity position could decline from increased
receivables during the installation and draws to finish a tower
construction project. While relatively stable, the hospital's
fiscal year 2012 and interim 6-month fiscal year 2013 performance
are below expectations, even with large volume and revenue
increases. Unrestricted cash is below the level expected at
Moody's last review.

Resolution of the review will be based on whether the hospital
proceeds with new debt as well as Moody's assessment of the debt
structure risks including interest rate variability, financial
covenants, acceleration provisions and repayment terms. The review
will also incorporate an analysis of interim 2013 financial
results and cash position as well as the fiscal year 2014 budget
if available.

A downgrade is likely if St. Joseph's proceeds with the debt
issuance in the amount anticipated. In the absence of a debt
issuance, a downgrade will be considered if Moody's assessment
indicates that unrestricted investments are likely to decline
further.

Confirmation of the Ba1 rating is likely if the hospital does not
issue new debt and unrestricted investment levels and margins are
likely to be maintained.

In July, St. Joseph's signed a letter of intent to pursue an
affiliation with CHE Trinity Inc. St. Joseph's current rating and
outlook do not incorporate this potential affiliation. Around the
closing, Moody's will evaluate the impact of the transaction on
St. Joseph's rating and outlook.


STANFORD GROUP: SEC Lawyer Argues Victims Were SIPC "Customers"
---------------------------------------------------------------
Andrew Zajac, writing for Bloomberg News, reported that the
Securities Investor Protection Corp., an industry fund that covers
losses from brokerage firm failures, must compensate victims of
Allen Stanford's $7 billion Ponzi scheme because they were
customers of a U.S.-based brokerage, a government lawyer told an
appeals court.

"We're not claiming that anyone is covered who did not have a
brokerage account" with Houston-based Stanford Group Co., U.S.
Securities and Exchange Commission attorney John Avery told a
panel of the U.S. Court of Appeals on Oct. 17 in Washington.
"That's how they got sucked into this scheme."

The SEC is seeking to overturn a lower court ruling that blocked
the agency from ordering SIPC to cover the Stanford victims, who
invested in phony certificates of deposit, according to the
report.  U.S. District Judge Robert Wilkins in July 2012 ruled the
SEC had failed to show the 7,000 investors in the scheme met the
definition of "customer" under the Securities Investor Protection
Act, which set up the nonprofit fund run by the brokerage
industry.

The Stanford case is the first time the SEC has gone to court to
force SIPC to extend coverage, the report related.

Michael McConnell, an attorney for SIPC, urged the judges to
uphold the ruling, the report said.

The case is Securities and Exchange Commission v. Securities
Investor Protection Corp., 12-5286, U.S. Court of Appeals,
District of Columbia (Washington).

                       About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S.
District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


STELERA WIRELESS: Committee Wants to Terminate Exclusivity
----------------------------------------------------------
The Official Unsecured Creditors' Committee in the Chapter 11
bankruptcy case of Stelera Wireless, LLC, asks the U.S. Bankruptcy
Court for the Western District of Oklahoma to terminate the
Debtor's exclusivity period for filing a Chapter 11 plan.

The Debtor's exclusivity period expires on Nov. 15, 2013.  The
Committee seeks an order terminating the Debtor's exclusivity
period for filing a Chapter 11 plan so that the Committee may
propose a Chapter 11 plan to distribute the proceeds of the sales
and finalize the case.  "As the Debtor has no interest in such a
plan, there is no reason to allow it to remain the exclusive party
capable of proposing a plan," G. Blaine Schwabe, III, Esq., at
Gablegotwals, the attorney for the Committee, says.

Pending before the Court are the Debtor's motions to sell certain
advanced wireless services licenses issued to the Debtor by the
Federal Communications Commission, free and clear of liens,
claims, and encumbrances.  In its papers filed in the case, the
Debtor represents that its only valuable assets are the FCC
Licenses and it has no ability to rehabilitate.  "In the Debtor's
view, the only purpose of this bankruptcy case is to liquidate its
only valuable assets through the proposed sales.  Since this case
began, the Debtor has repeatedly alleged and conceded the validity
and priority of purported liens of the Department of Agriculture,
Rural Utilities Service and the Department of Justice against
'virtually all of the Debtor's assets' as security for repayment
of a Government loan with a balance of approximately $24 million
and pressed for expedited Section 363 Sales of the FCC Licenses,"
Mr. Schwabe states.  According to the Debtor, the Government has a
first priority, perfected security interest in all the Debtor's
assets, including the FCC Licenses, and the Government is the only
creditor with liens against the FCC Licenses.

The Committee, says Mr. Schwabe, has learned through, inter alia,
various pleadings in the case, not only that the Debtor has
conceded the validity and priority of the Government's purported
liens, but also that "[t]he Government and the Debtor have agreed
to certain adjustments and carveouts," and "related agreements,"
in connection with the sales.  Moreover, the retention
applications for all of the various professionals employed by the
Debtor in the case represent that an agreement has been reached
with the Government "that part of the proceeds from any sale of
the Debtor's assets will be used to reimburse" the Debtor's
counsel.

The larger of the two proposed sales was negotiated before
commencement of this case, with the input, consent and approval of
the Government.  After commencement of this case, a second
proposed sale was negotiated with the input, consent and approval
of the Government.  The opening bid for the first Sale was the
stalking horse bid of Cellco Partnership dba Verizon Wireless, in
the amount of $18 million.

On Oct. 14, 2013, an auction was held in which Verizon was the
winning bidder, albeit not in the amount of the stalking horse
bid.  After competitive bidding, Verizon prevailed with a bid of
$32.20 million -- an amount that exceeds the Government's alleged
secured claim but, even with the net proceeds of a second sale,
may be insufficient to pay all allowed creditor claims in full.

The Committee's attorneys can be reached at:

         G. Blaine Schwabe, III
         John (Jake) M. Krattiger
         GABLEGOTWALS
         One Leadership Square, 15th Floor
         211 North Robinson
         Oklahoma City, OK 73102-7101
         Tel: (405) 235-5589
         Fax: (405) 235-2875
         E-mail: gschwabe@gablelaw.com

                 - and -

         Sidney K. Swinson
         Mark D.G. Sanders
         Brandon C. Bickle
         GABLEGOTWALS
         1100 ONEOK Plaza
         100 West Fifth Street
         Tulsa, Oklahoma 74103
         Tel: (918) 595-4800
         Fax: (918) 595-4990

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.  Christensen Law Group, PLLC, serves as the Debtor's
primary counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as
additional bankruptcy counsel.  American Legal Claims Services,
LLC serves as official noticing agent.

The Debtor will hold an auction on Nov. 20, 2013 at 9:00 a.m., to
sell their FCC licenses.

U.S. Trustee Richard A. Wieland appointed three members to the
official committee of unsecured creditors.


SURTRONICS INC: Bankr. Administrator Balks at Keith Johnson Hiring
------------------------------------------------------------------
The Bankruptcy Administrator asks the U.S. Bankruptcy Court for
the Eastern District of North Carolina to deny Surtronics, Inc.'s
request to employ Keith Johnson, Esq., and Poyner Spruill LLP as
special counsel.

According to the Bankruptcy Administrator, the firm will provide
legal advice about environmental conditions at the Debtor's
facility on Beryl Road in Raleigh, North Carolina, and to
represent the Debtor in pursuit of contributions to environmental
costs the Debtor has and will incur from potentially responsible
parties.  Based on the affidavit attached to the application,
Keith Johnson and the firm of Poyner Spruill appear to be
"disinterested."  The engagement letter stated that Mr. Johnson's
hourly rate is $430 and that paralegals charge between $180 and
$220 per hour.

The Bankruptcy Administrator relates that the attorney and
paralegal hourly rates sought by the firm appear to be excessive
for the district.

                       About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.


SURTRONICS INC: Shumaker Loop Approved as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina authorized Surtronics, Inc., to employ Steven M. Berman,
Esq., and Shumaker, Loop, & Kendrick LLP as counsel.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition (Bankr. E.D.N.C. Case No. 13-05672) in Wilson,
North Carolina, on Sept. 9, 2013.  Founded in 1965, Surtronics is
in the business of providing electroplating and anodizing services
to base-metal alloys for use across various industries, including
but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.


TOMMY MOORE'S CAFE: U.S. Trustee Seeks Case Dismissal
-----------------------------------------------------
San Antonio Express-News reports that an assistant U.S. trustee
has filed a motion to dismiss the Chapter 11 bankruptcy case
involving Tommy and Virginia Moore, owners of the East Side eatery
Tommy Moore's Cafe & Deli, at 915 S. Hackberry St., saying the
proprietors were late in submitting monthly operating reports for
July and August, according to court filings.  However, the reports
were filed a few days after the motion to dismiss was submitted.

According to the report, Johnny Thomas, Esq., the couple's
attorney, said he expects a hearing date to be set in the coming
weeks. The Moores have until the end of the month to file a
response to the motion.  Mr. Thomas said his clients are meeting
with lenders in an attempt to refinance their debt.

The report notes the Moores filed for Chapter 11 bankruptcy
protection in June 2013 to stop Frost Bank from foreclosing on the
property where the restaurant is located.


TXU CORP: 2017 Bank Debt Trades at 33% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 66.90 cents-on-the-
dollar during the week ended Friday, Oct. 18, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.40
percentage points from the previous week, The Journal relates.
TXU Corp pays 450 basis points above LIBOR to borrow under the
facility. The bank loan matures on Oct. 10, 2017, and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


TXU CORP: 2014 Bank Debt Trades at 33% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp is a
borrower traded in the secondary market at 67.00 cents-on-the-
dollar during the week ended Friday, October 18, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents an increase of 0.33
percentage points from the previous week, The Journal relates.
TXU Corp pays 350 basis points above LIBOR to borrow under the
facility. The bank loan matures on Oct. 10, 2014, and carries
Moody's WR rating and Standard & Poor's NR rating. The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


UNI CORE: Incurs $14.1-Mil. Net Loss in Fiscal 2013
---------------------------------------------------
Uni Core Holdings Corporation filed on Oct. 15, 2013, its annual
report on Form 10-K for the fiscal year ended June 30, 2013.

Albert Wong & Co., LLP, in New York, N.Y., expressed substantial
doubt about the Company's ability to continue as a going concern.
The independent auditors noted that the Company has suffered
recurring losses from operations and has a significant accumulated
deficit.  "In addition, the Company continues to experience
negative cash flows from operations."

The Company reported a net loss of $14.1 million on $6.7 million
of net revenues in fiscal 2013, compared with a net loss of
$17.2 million on $23.0 million of net revenues in fiscal 2012.

Net revenues during fiscals 2013 and 2012 were derived principally
from sales of paper products.

The Company's balance sheet at June 30, 2013, showed $7.6 million
in total assets, $20.9 million in total liabilities, and a
stockholders' deficit of $13.3 million.

A copy of the Form 10-K is available at http://is.gd/AfyX4T

Central, Hong Kong-based Uni Core Holdings Corporation (OTC QB:
UCHC) through its subsidiaries, develops, manufactures, and
distributes environmental friendly paper products, agricultural
products, and property rights exchange based upon its proprietary
technology and supply chains in China.  It provides packing and
honeycomb paper products, including honeycomb core, honeycomb
paper panel, honeycomb paper pallet, honeycomb carton, honeycomb
paper cushion, assembled honeycomb paper coffin, corner protector,
paper slip sheet, and corrugated paper products.  The Company also
offers biological fertilizers, nitrogenous fertilizers, and
traditional compound fertilizers under the XiDuoFeng, Urea-Extra,
Sirius names.


UNIVERSITY GENERAL: Enters Next Stage in Development of Hospital
----------------------------------------------------------------
University General Health System, Inc., provided an update
regarding its development of an acute care hospital in Alvin,
Texas, a suburb of Houston.  The project is being developed with
great support from the City of Alvin.

The hospital is expected to be constructed on a 20-acre campus
located on land that is being contributed as an investment by a
local land owner.  The location of the proposed hospital is
approximately a 30-minute drive from the Company's flagship
University General Hospital, in Houston, Texas.  It is anticipated
that local area physicians will participate in the project as real
estate investors.

The hospital is anticipated to be developed in three phases.  The
first phase would include a 10-bed hospital, a 10-bay emergency
room, and a diagnostic imaging center.  Phase II would include the
addition of operating rooms and ICU beds.  Finally, Phase III
would add additional beds as market conditions warrant.

"This new hospital development complements our growth strategy in
furthering the regional expansion of the University General system
and provides our physicians and patients access to a high quality
healthcare facility close to their homes," stated Hassan Chahadeh,
M.D., chairman and chief executive officer of University General
Health System, Inc.  "The large underserved market of 125,000
people that live and work within ten miles of Alvin, which is
located just south of Houston.  We estimate that there are
currently 16,000 visits to emergency rooms and over 4,000
ambulance transports annually within the areas expected to be
served by the Alvin Hospital.  Working with the mayor and managers
of the City of Alvin has been very encouraging, and we share their
commitment to the health care needs of their community and
constituents."

The Company also announced that all lawsuits related to the land
investment, which previously delayed the project, have been
dismissed with prejudice.

                      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.


UPFRONT PRODUCTIONS: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: UpFront Productions, Inc.
        2807 3rd Street, Unit 2
        Santa Monica, CA 90405

Case No.: 13-35380

Chapter 11 Petition Date: October 17, 2013

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Hon. Robert N. Kwan

Debtor's Counsel: Todd J Cleary, Esq.
                  10720 Mccune Ave
                  Los Angeles, CA 90034
                  Tel: 310-559-8118
                  Fax: 310-559-0345
                  Email: lawofficetoddcleary@gmail.com

Total Assets: $5.47 million

Total Liabilities: $3.71 million

The petition was signed by Tricia Hamrin, president/CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb13-35380.pdf


UPTOWN BUSINESS: Chapter 11 Case Dismissed
------------------------------------------
Bankruptcy Judge Robyn L. Moberly dismissed the Chapter 11 case of
Uptown Business Center LLC, at the behest of secured creditor,
Alpha Capital, LLC.

Uptown Business Center, LLC, is a limited liability corporation
whose only asset is property located at 4842 North College Avenue
in Indianapolis, Indiana.  The Property is a mixed-use property
where it has both business and residential tenants.

Alpha is owed at least $843,344.53, on a mortgage note.  There are
four individuals that hold junior mortgages in the Property.
These Junior Lienholders collectively loaned the debtor $200,000,
but the amount due currently is unclear, as at least one of them
loaned an additional $300,000 that went into another project.

The mortgage note was originally issued in favor of Citibank, N.A.
Alpha acquired the debt from PSB Credit Services, Inc., after the
note changed hands several times and was sold at discount.

On Nov. 2, 2012, prior to Uptown's chapter 11 filing, the State
Court appointed Smith Equity Partners as the receiver to oversee
the Property.  The Debtor filed the chapter 11 case (Bankr. S.D.
Ind. Case No. 13-08032) on July 29, 2013, several months after the
Receiver had been appointed.

The Debtor expressed strong concerns about the Receiver and filed
a Motion for Authority to Terminate the Receiver as a first day
motion. The Court took evidence on the Debtor's motion and entered
an order in open court denying the Debtor's motion on Aug. 2,
2013.

PSB sought appointment of the Receiver.  To date, the Receiver, as
Property Manager, has remained in possession of the Property and
the Debtor has not filed a plan or a disclosure statement.

John Waller/Matthew Millis, represents Alpha Capital, LLC.

Robert Cheesebourough, Esq., represents Uptown Business Center,
LLC

A copy of the Court's Oct. 15, 2013 Findings of Fact and
Conclusions of Law is available at http://is.gd/FsiaYKfrom
Leagle.com.


USG CORPORATION: Fitch Affirms 'B' LT Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings of USG Corporation (NYSE:
USG), including the company's Issuer Default Rating (IDR), at 'B'
following the company's announcement that USG and Boral Limited
(Boral) have entered into agreements to form a strategic joint
venture (JV) to create a substantial building products business.
The Rating Outlook is Stable.

Key Rating Drivers

The ratings for USG reflect the company's leading market position
in all of its core businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves. Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and, although improving, the
company's still high leverage position.

The Stable Outlook reflects Fitch's expectation that demand for
USG's products will continue to grow during the remainder of 2013
and into 2014 as the housing market maintains its moderate
recovery and commercial construction activity improves from
cyclical lows.

The ratings and Stable Outlook also incorporate USG's solid
liquidity position.

USG Boral Building Products

On Oct. 16, 2013, USG and Boral Limited announced that they have
entered into agreements to form a strategic JV, USG Boral Building
Products. The 50/50 JV will leverage the two companies' brands,
complementary geographic footprints and technological expertise.
The transaction is expected to close in January 2014, subject to
closing conditions, including Foreign Investment Review Board
approval and other third party consents.

The JV is valued at $1.6 billion, with Boral contributing its
Gypsum division to the JV valued at $1.35 billion and USG
contributing assets valued at $250 million, which includes its
Asian and Middle Eastern businesses, as well as exclusive access
to USG's technologies in the JVs territory. In addition, USG will
pay Boral cash payments of up to $575 million, of which $500
million will be paid upon closing of the transaction, and, subject
to achieving earnings targets, $25 million on the third
anniversary and $50 million on the fifth year anniversary.

The JV is targeted to be self-funding with the ability to borrow
in its own right with dividend distribution targeted at 50% of
after-tax profit, taking into consideration the growth needs of
the JV. Management estimates that USG's share of the JV income
will be roughly $35 million-$45 million in 2014.

Credit Impact

USG intends to fund the $500 million cash contribution to the JV
with $150 million of existing cash holdings and $350 million of
long-term borrowings. The higher debt levels will increase USG's
leverage levels relative to Fitch's expectations at the time when
the company's ratings were upgraded in September 2013. Assuming
that the company issues $350 million of debt this year, USG's
Fitch-calculated leverage is now expected to be around 6.5x at
year-end 2013 compared with Fitch's earlier forecast of leverage
falling below 6x at the conclusion of 2013. Fitch expects the
interest coverage ratio will settle at around 2x at the conclusion
of 2013. Nevertheless, these credit metrics remain appropriate for
the rating level.

While this transaction negatively impacts the company's credit
metrics in the short to intermediate term, the proposed JV has
good strategic rationale for USG and is consistent with
management's goal of diversifying its earnings stream. The
strategic JV with Boral provides USG with an immediate significant
presence in high-growth emerging markets and allows the company to
leverage its leading technologies on Boral's existing production
and distribution network.

Convertible Notes

USG has further opportunity to lower its leverage levels by
calling $400 million of convertible senior unsecured notes, which
would likely be converted into equity. USG is currently evaluating
if and how much of the convertible notes it will call while still
preserving its roughly $2 billion of net operating loss
carryforwards. USG's interest coverage ratio could also improve
further if the convertible notes are converted into equity as this
debt carries a 10% coupon.

Strong Liquidity Position

As of June 30, 2013, USG had $813 million of liquidity comprised
of $416 million of cash, $113 million of short-term marketable
securities, $25 million of long-term marketable securities and
$259 million of borrowing availability under its U.S. and Canadian
credit facilities. In addition, the company's consolidated JV in
Oman have two credit facilities totaling $36 million, of which $33
million was available to the JV for term loan borrowings. Fitch
expects USG's liquidity will remain healthy during the next 12-18
months. Fitch currently projects USG's overall liquidity will
remain above $500 million following the expected cash contribution
to the proposed JV with Boral. USG has no major debt maturities
until 2016, when $500 million of senior notes become due.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad economic
and construction market trends, as well as company specific
activity, particularly free cash flow trends and liquidity.

Additional positive rating actions may be considered if the
company shows further improvement in financial results and
operating metrics, including debt to EBITDA levels trending at or
below 4x and interest coverage above 3x, while maintaining at
least $500 million of liquidity.

On the other hand, a negative rating action may be considered if
the projected improvement in the construction market dissipates,
leading to revenue declines in the 15%-20% range, EBITDA margins
in the low to mid-single digit range and total liquidity falling
below $300 million.

Fitch has affirmed the following ratings for USG:

-- Long-term IDR at 'B';
-- Secured bank credit facility at 'BB/RR1';
-- Senior unsecured guaranteed notes at 'BB-/RR2';
-- Senior unsecured notes at 'B/RR4';
-- Convertible senior unsecured notes at 'B/RR4'.

Fitch's Recovery Rating (RR) of 'RR1' on USG's $400 million
secured revolving credit facility indicates outstanding recovery
prospects for holders of this debt issue. Fitch's 'RR2' on USG's
unsecured guaranteed notes indicates superior recovery prospects.
(Currently, $659 million of unsecured notes are guaranteed on a
senior unsecured basis by certain of USG's domestic subsidiaries.)
Fitch's 'RR4' on USG's senior unsecured notes that are not
guaranteed by the company's subsidiaries indicates average
recovery prospects for holders of these debt issues. Fitch applied
a going concern valuation analysis for these RRs.


VITERA HEALTHCARE: S&P Assigns 'B' CCR & Rates $390MM Loan 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Tampa, Fla.-based Vitera Healthcare Solutions
LLC.  The outlook is stable.

S&P also assigned a 'B+' issue-level rating with a recovery rating
of '2' to the company's $30 million senior secured revolving
credit facility and $360 million first-lien term loan.  The '2'
recovery rating indicates expectations for substantial (70% to
90%) recovery of principal in the event of default.  In addition,
S&P assigned a 'CCC+' issue-level rating with a '6' recovery
rating to the company's $180 million senior secured second-lien
term loan.  The '6' recovery rating indicates expectations for
negligible (0% to 10%) recovery.

"The ratings on Vitera reflect its 'highly leveraged' financial
risk profile, with leverage in the low-6x area pro forma for the
Greenway Medical Technologies Inc. (Greenway) acquisition, and
'weak' business risk profile, reflecting the near term operational
and integration risk, as well as its small scale," said Standard &
Poor's credit analyst Andrew Chang.  "We do not expect material
deleveraging over the next 12 to 24 months given our expectation
of low single digit pro forma revenue growth and relatively flat
EBITDA generation," added Mr. Chang.

S&P views Vitera's business risk profile as "weak."  Vitera's
business has undergone a significant transformation since 2011,
resulting in declining revenues and higher profitability, mostly
through restructuring the cost basis.  S&P views the recent
acquisitions positively, with Greenway's strong product portfolio
and SuccessEHS' reach within the fast-growing community health
centers creating cross-sell opportunities.  However, S&P remains
cautious of near-term operational risks as Vitera integrates the
acquisitions and especially as it migrates its customers to
Greenway's faster-growing platform.  The weak business risk
profile also reflects its relatively modest revenue base, as well
as a highly fragmented heath care information technology (HCIT)
market, which includes companies with greater scale and financial
resources.

On the other hand, electronic healthcare record (EHR) penetration
remains low among small physician practices.  With the combined
continued federal incentive payments to encourage adoption of EHR
and the rising number of covered lives through the Affordable Care
Act, S&P expects spending in the HCIT segment to outpace overall
IT spending in the near term.  Other credit positives include good
recurring revenues and a diverse customer base.  In S&P's
assessment, the company's management and governance is "fair."


WALTER ENERGY: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 96.35 cents-on-
the-dollar during the week ended Friday, Oct. 18, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents an increase of 0.15
percentage points from the previous week, The Journal relates.
Walter Energy Inc. pays 575 basis points above LIBOR to borrow
under the facility. The bank loan matures on March 14, 2018, and
carries Moody's B3 rating and Standard & Poor's B rating. The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


WEST 380: Files Motion to Dismiss Case
--------------------------------------
West 380 Family Care Facility filed a motion with the U.S.
Bankruptcy Court seeking to dismiss its chapter 11 case.

The Debtor files the Motion out of an abundance of caution because
the partial shutdown of the federal government on Oct. 1, 2013,
may prevent the U.S. Trustee from prosecuting its motion to
convert or dismiss that was continued until Oct. 10, 2013.

The Debtor seeks dismissal of this case after the other motions
set for Oct. 10 are heard and ruled upon since there will be
nothing left of the bankruptcy estate to administer, provided that
the Court grants those motions.

The Debtor said it is almost out of funds and does not have the
funds necessary to continue operating and to remain in bankruptcy
to continue the U.S. Trustee's motion for relief beyond Oct. 10,
2103.

Attorneys for the Debtors can be reached at:

         Stephen A. Roberts, Esq.
         Andrew G. Edson, Esq.
         STRASBURGER & PRICE, LLP
         720 Brazos St., Suite 700
         Austin, TX 78701
         Tel: (512) 499-3600
         Fax: (512) 499-3660
         E-mail: stephen.roberts@strasburger.com
                 andrew.edson@strasburger.com

                         About West 380

Bridgeport, Texas-based West 380 Family Care Facility, doing
business as North Texas Community Hospital, opened in August 2008
and operates in a 99,000 square-feet two-story building on 19
acres of land.  The hospital has 36 beds and 57 doctors on staff.
There are 200 employees constituting 130 full time equivalent
employees.

West 380 filed a Chapter 11 petition (Bankr. N.D. Tex. Case No.
12-46274) on Nov. 8, 2012.  Andrew G. Edson, Esq., Duane J.
Brescia, Esq., and Stephen A. Roberts, Esq., at Strasburger &
Price LLP serve as its counsel.  The Debtor disclosed $38,220,048
in assets and $82,873,548 in liabilities as of the Chapter 11
filing.  Judge D. Michael Lynn presides over the case.


WINDMILL DURANGO: Defends Flangas McMillan Hiring
-------------------------------------------------
Windmill Durango Office II, LLC, asks the Bankruptcy Court to
overrule Bank of Nevada's limited opposition to its application to
employ Flangas McMillan Law Group as special counsel and Larson &
Zirzow LLC as general reorganization counsel.

The Debtor relates that the Bank requested that the Court disallow
the Debtor's proposed employment of these professionals, unless
and until F&M and the proposed general reorganization counsel
disgorge certain payment and reimbursements received prepetition.

The Debtor notes the Bank failed to cite any authority for a
proposition.

                        About Windmill Durango

Windmill Durango Office II, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 13-16523) on July 25, 2013.  The petition
was signed by Jeff Susa, managing member of IDC Windmill Durango,
LLC, the general partner of Windmill Durango LP, manager and sole
member.  The Debtor disclosed assets of $817,652 and liabilities
of $14,239,365.  Judge Laurel E. Davis presides over the case.
Flangas McMillan Law Group is the Debtor's special corporate and
litigation counsel.


WP CPP HOLDINGS: Moody's Affirms 'B2' CFR & 'B1' Sr. Secured Debt
-----------------------------------------------------------------
Moody's Investors Service affirmed its ratings for WP CPP
Holdings, LLC, d/b/a Consolidated Precision Products (CPP),
including the company's B2 Corporate Family Rating (CFR), B2-PD
Probability of Default Rating (PDR) and B1 senior secured (1st
lien) debt rating. Moody's also assigned a Caa1 rating to the
company's new senior secured (2nd lien) Term Loan. CPP, which is
majority owned by private equity firm Warburg Pincus, is in the
process of completing a $172 million dividend recapitalization and
partial refinancing of existing bank credit facilities following
successful integration of its approximate $285 million December
2012 acquisition of Esco Corporation's Turbine Technologies Group
(TTG). The rating outlook is Stable.

Ratings Rationale:

With proforma, annualized Moody's-adjusted Debt-to-EBITDA leverage
approximating 6.5x on a run-rate basis upon closing of the
dividend recapitalization and related financing transactions, CPP
will again be weakly positioned at the B2 rating level. CPP does,
however, have a well-established track record of revenue and
margin stability, supported in part by its sole-source position on
a significant number of products and very high customer retention
rates. As a result, Moody's believes that CPP will be able to
effect significant deleveraging over the forward period as EBITDA
grows and debt is repaid on both a mandatory and voluntary basis.
The company should continue to benefit from its incumbent supplier
positions given an expected continuation of attractive commercial
aerospace market conditions, partly offset by depressed conditions
in the defense industry wherein a smaller albeit still significant
market presence is maintained.

The ratings subsequently incorporate Moody's expectation that high
and growing aircraft delivery forecasts by leading original
equipment manufacturers and airframe builders more broadly will
continue to drive demand for CPP products, which in turn should
support continued earnings growth, cash flow generation and
balance sheet deleveraging to levels more appropriate for the
assigned rating category. The B2 CFR reflects CPP's small scale
both on an absolute basis and relative to competitors in the
casting industry, its exposure to reduced military outlays at the
US Department of Defense, and an elevated level of deemed
financial risk stemming from aggressive fiscal policies as
evidenced by the dividend recapitalization. These risks are
somewhat offset by CPP's relatively stable revenue and margin
profile, customer and platform diversification, sole-source
position with respect to many products and customers, and good
liquidity profile.

The following is a summary of the rating actions and Moody's
ratings:

Issuer: WP CPP Holdings, LLC

Affirmations:

CFR: B2

PDR: B2-PD

Existing $537 million (increased from $415 million) Senior Secured
1st Lien Term Loan B due 2019: B1 LGD3 36% (from LGD3 35%)

Existing $125 million (increased from $100 million) Senior Secured
1st Lien Revolving Credit Facility due 2017: B1 LGD3 36% (from
LGD3 35%)

Assignments:

New $240 million Senior Secured 2nd lien Term Loan due 2021: Caa1
LGD5 88%

Withdrawals (upon successful completion of the dividend
recapitalization financing transactions):

Existing $185 million Senior Secured 2nd lien Term Loan due 2020:
Caa1 LGD5 86%

The stable rating outlook reflects Moody's expectation that
strength in the company's commercial aerospace and industrial gas
turbine markets will offset any potential weakness in military
end-markets. Moreover, Moody's expects that the company will be
able to effect a fairly quick deleveraging of its balance sheet,
similar to what was evidenced after the TTG acquisition over the
past year, with earnings growth and prepayment of 1st lien term
debt with excess free cash flow allowing for at least one-half and
up to one full turn of leverage reduction by the end of 2014.

Moody's anticipates that CPP will maintain good liquidity over the
rating horizon. Although Moody's expects positive free cash flow
as a result of CPP's reasonably high and stable margins coupled
with modest capital expenditure requirements, excess free cash
flows are expected to be dedicated to both mandatory and voluntary
prepayment of term debt and will subsequently not enhance future
liquidity. CPP will have full availability under its $125 million
(upsized from $100 million at present) revolving credit facility,
which is covenant-lite and does not mature until 2017. Moody's
does not expect that the company will draw on its revolver at
levels sufficient to trigger the springing fixed charge coverage
test as stipulated in the governing credit agreement. Alternative
liquidity is limited given the predominantly all-asset pledge to
the company's various creditors.

The B1 ratings for the 1st lien term loan and revolver reflect
their seniority position in the consolidated capital structure,
including the benefits of predominantly all-asset liens and both
upstream and downstream guarantees. The Caa1 rating for the 2nd
lien term loan reflects its junior position relative to the
aforementioned 1st lien lenders, with an explicit 2nd lien status
albeit identical guarantees as provided to 1st lien lenders.

The ratings are unlikely to be upgraded prior to a material
reduction in financial risk, as evidenced for example by Moody's-
adjusted Debt-to-EBITDA leverage of around 4.5x or lower on
sustained basis. Consideration for any prospective ratings upgrade
would also require a strengthening of margins and a demonstrated
ability to generate consistently strong cash flows, along with
maintenance of a good liquidity profile. A rating downgrade would
likely occur if leverage is expected to remain above 6x for an
extended period, particularly if another large dividend
distribution is contemplated in short order and prior to leverage
achieving an expected sub-5x range as earnings grow and excess
free cash flow is applied towards debt reduction.


WP CPP HOLDINGS: S&P Affirms B Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on WP CPP Holdings LLC (CPP; Consolidated Precision
Products).  The outlook is stable.  At the same time, S&P affirmed
its 'B' issue rating and '3' recovery rating to the proposed
$662 million secured first-lien credit facility, which consists of
a $125 million revolver and a $537 million term loan B.  The '3'
recovery rating indicates S&P's expectation of meaningful (50%-
70%) recovery in the event of payment default.  S&P also assigned
its 'CCC+' issue rating and '6' recovery rating to the proposed
$240 million second-lien term loan.  The '6' recovery rating
indicates S&P's expectation of negligible (0%-10%) recovery in the
event of payment default.

CPP plans to pay a $172 million dividend funded with new debt,
which will increase pro forma debt to EBITDA to 6.5x-7x and funds
from operations (FFO) to debt to about 8%, compared to S&P's
previous expectations of 5.5x-6x and 9%-11%, respectively.  CPP
will also use a portion of the proceeds to refinance its existing
credit facility.  "Although we did not expect a debt-financed
dividend so soon given the company's already-high leverage, pro
forma credit ratios are still within our expectations for the
rating," said credit analyst Tatiana Kleiman.  In addition, S&P
expects earnings growth due to strong conditions in the commercial
aerospace market, contributions from the company's acquisitions,
and some debt repayment, which would modestly improve CPP's credit
metrics over the next 12-24 months, with 2014 debt to EBITDA
declining to around 6x and FFO to debt increasing to 8%-10%.

S&P views CPP's financial risk profile as "highly leveraged" due
to the company's high debt burden and "very aggressive" financial
policy.  S&P views CPP's business risk profile as "fair," stemming
from its participation in the cyclical and competitive commercial
aerospace industry.  Its efficient operations, high barriers to
entry, and good diversity partially offset this, however.

The rating outlook is stable.  Revenues and earnings should
continue to grow over the next 12 months as the company benefits
from a strong commercial aerospace market and cost-reduction
efforts.  Although CPP's credit ratios will deteriorate due to the
proposed dividend, growing earnings and debt reduction should
steadily improve its credit ratios, decreasing debt to EBITDA to
6x-6.5x in 2014.

S&P could lower the rating if the commercial aerospace market
weakens or if CPP's debt-financed acquisitions or further
dividends increase the debt to EBITDA ratio to more than 7x.

According to S&P's criteria, the company's ownership by a private-
equity firm and the potential for a debt-financed dividend or
other transaction that could significantly increase leverage
eliminates the possibility of an upgrade under the current
ownership structure.


WRS REAL ESTATE: Temporary Receiver Appointed
---------------------------------------------
Associate Justice Brian Stern of the State of Rhode Island
Providence, Superior Court, appointed Ted Orson, Esq., in
Providence, RI, as temporary receiver of WRS Real Estate Inc., DBC
Pizza Inc., dba Rocky Point Pub Respondents.

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 WRS Real Estate's property.

A citation is to be issued to WRS Real Estate, returnable to the
Superior Court sitting at Providence, Rhode Island, on Oct. 21,
2013, at 9:30 a.m.


ZIMMERMANN PROPERTIES: Case Summary & 5 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Zimmermann Properties II - Cascades West I, LLC
           dba Grande Vista Partners; Grande Vista Partners, LLC;
           fka Grande Vista Partners, a Washington Limited
           Partnership
        3629 Vista Mercado
        Camarillo, CA 93012

Case No.: 13-12571

Chapter 11 Petition Date: October 17, 2013

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Judge: Hon. Robin Riblet

Debtor's Counsel: Linda M Blank, Esq.
                  1925 Century Park East #2000
                  Los Angeles, CA 90067
                  Tel: 310-277-2236
                  Fax: 310-526-6503
                  Email: linda@lmblank.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Karl E. Zimmermannn, managing member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb13-12571.pdf


* Fitch Says Global Insurance Capital Standard Adds Uncertainty
----------------------------------------------------------------
Plans by the Basel-based International Association of Insurance
Supervisors (IAIS) to develop a risk-based global insurance
capital standard add further uncertainty for the insurance
industry, according to Fitch Ratings. The proposed standard would
apply to about 50 internationally active insurance groups (IAIGs),
with full implementation planned for 2019. Size will be an
important criterion for insurers to be treated as an IAIG -
specifically, total assets of more than USD50bn or gross written
premiums of more than USD10bn.

The standard could ultimately be positive for insurers from a
comparability and consistency perspective, in terms of how they
are viewed by global investors. However, it comes at a time when
there are already other important related initiatives under
development and adds to existing uncertainties. Moreover, in
practice, the impact will depend on the exact nature and details
of what's proposed.

"With all else being equal, higher capital requirements would be
positive for ratings if they lead to higher capital resources
being held by companies. But we note that most of the major
insurers likely to be affected by the new standard are already
well capitalized and relatively highly rated. Ratings for those
companies are also generally constrained not by capital but by
other factors, so we would not expect widespread rating actions as
a consequence of the standard," Fitch says.

"Any positive effects as a result of increased capital could be
partly offset by negatives from the cost of higher capital and its
impact on pricing and competitive position. We believe the impact
will also depend on how consistently individual national
regulators interpret and apply any eventual standard that emerges,
as well as the degree of effective coordination between the
various different national regulators responsible for any given
IAIG."

The development of this global capital standard falls within the
IAIS' existing work, which started in 2010, to develop a
comprehensive framework for the supervision of IAIGs (referred to
as ComFrame). The IAIS is also currently working on developing
backstop capital requirements for globally systemically important
insurers (G-SIIs), which it plans to have ready for implementation
in late 2014.

Earlier this year, nine insurers were designated by the IAIS as
globally systemically important. In mid-2014, it expects to
announce which reinsurers will be added to this list. Although the
IAIS has said that the development of the capital standard will be
"informed" by its G-SII work, it is not clear at this stage how
the G-SII requirements and the global capital standard will
interact.

It also remains unclear how the global standard will interact with
other regulatory standards, and in particular Solvency II, which
is now supposed to be come into effect in the EU from 2016, some
three years earlier than the proposed IAIS standard.

The IAIS have given themselves three years to develop the
standard, followed by two years of testing and refinement.
However, we believe this five-year timeframe is still ambitious,
and delays would not be a surprise based on experience with other
comparable projects.

The experience with Solvency II underscores the challenge in
developing a single standard to apply across a number of different
countries with diverse insurance markets. This has been difficult
enough within the EU, and the challenges are likely to be even
greater with a global standard. For instance, the U.S. National
Association of Insurance Commissioners (NAIC) has already
expressed serious concerns about the development of this standard.
Other industry bodies have also expressed concerns or highlighted
the challenges; the Geneva Association (an international insurance
industry think tank) highlighted "significant challenges to the
creation of a global capital standard for insurers, particularly
within the timeframe proposed."


* U.S. Government Reopens after Congress Passes Budget Deal
-----------------------------------------------------------
Janet Hook and Kristina Peterson, writing for The Wall Street
Journal, reported that a potentially crippling U.S. debt default
was averted, as Congress passed legislation to end a political
showdown that had rattled financial markets, splintered the
Republican Party and showcased Washington dysfunction.

According to the report, the House voted 285-144 to reopen the
government through Jan. 15, suspend the debt ceiling through Feb.
7 and lay the groundwork for talks over broader budget issues. The
Senate earlier approved the bill 81-18. President Barack Obama
signed the bill early morning on Oct. 17.

The agreement, crafted by two Senate leaders, offers only a
temporary reprieve from the brinkmanship that has become a
hallmark of divided government, the report said.  Still, news
earlier on Oct. 16 that the bill was moving toward final passage
had been enough to send the Dow Jones Industrial Average up 205.82
points, or 1.4%, to 15373.83 -- putting it 1.6% above its level on
Sept. 30, the last day the government was fully open.

Early Oct. 17, Asian stocks and bonds followed gains in the U.S.
while the dollar touched a three-week high against the yen and
Treasurys rose, the report pointed out.

The deal marked a victory for congressional Democrats and Mr.
Obama, who blocked GOP efforts to curtail the 2010 Affordable Care
Act, the report said.  Conservatives had made curbs on the health
law a condition of funding federal agencies, prompting a fight
with Democrats and the government shutdown that started on Oct. 1.


* JPMorgan Expected to Admit Fault in "London Whale" Trading Loss
-----------------------------------------------------------------
Ben Protess and Jessica Silver-Greenberg, writing for The New York
Times DealBook, reported that for JPMorgan Chase, fines totaling
billions of dollars are no longer sufficient to placate the
government. Now the bank's regulators want something stiffer: a
mea culpa.

A month after JPMorgan acknowledged that "severe breakdowns" had
allowed a group of traders in London to run up $6 billion in
losses, the bank has preliminarily reached a rare agreement to
admit that the trading blowup itself represented reckless
behavior, according to people briefed on the negotiations, the
report related.

The bank could settle with the Commodity Futures Trading
Commission as soon as this week, according to the people briefed
on the negotiations, who were not authorized to discuss the
private settlement talks, the report further related.  Aside from
admitting some wrongdoing, the bank is expected to pay about $100
million to resolve the case, a trading debacle last year that has
come to be known as the London Whale episode.

According to the report, unlike a settlement last month with the
Securities and Exchange Commission, which largely took aim at
porous controls and governance practices at the bank, the pact
with the Commodity Futures Trading Commission zeros in on the
bank's actual trading practices. The agency, using new authority
under the Dodd-Frank Act of 2010, argues that the bank's trading
was so large and voluminous that it violated a law preventing
banks from recklessly using a "manipulative device" in the market
for credit derivatives, financial contracts that let the bank bet
on the health of companies like American Airlines.

JPMorgan's concession, part of a broader policy shift in
Washington that emerged in fits and starts over the last year, is
the most aggressive step in reversing a decades-long practice of
allowing banks to "neither admit nor deny" wrongdoing, the report
said.  The deal also could set a precedent that potentially
exposes a bank to scrutiny -- from the government and from
shareholder lawsuits -- whenever it builds a huge trading position
that alters the market.


* BOND PRICING -- For Week From Oct. 14 to 18, 2013
---------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
AGY Holding Corp        AGYH    11.000    56.625     11/15/2014
Affinion Group
  Holdings Inc          AFFINI  11.625    59.510     11/15/2015
Alion Science &
  Technology Corp       ALISCI  10.250    67.137       2/1/2015
American Corp
  Accrual Receipt       ACARS    8.100     1.000      6/15/2024
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    35.625     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    13.250      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    18.625      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    18.625      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ   13.750     1.375      7/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co           TXU      8.175    15.000      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    35.000     11/15/2014
FiberTower Corp         FTWR     9.000     1.000       1/1/2016
GMX Resources Inc       GMXR     9.000     0.990       3/2/2018
James River Coal Co     JRCC     4.500    32.500      12/1/2015
James River Coal Co     JRCC     3.125    24.250      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    17.625      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    17.625      8/17/2014
Lehman Brothers Inc     LEH      7.500    17.010       8/1/2026
MF Global Holdings Ltd  MF       6.250    44.000       8/8/2016
MF Global Holdings Ltd  MF       1.875    46.750       2/1/2016
Mashantucket Western
  Pequot Tribe          MASHTU   6.500    13.250       7/1/2036
OnCure Holdings Inc     ONCJ    11.750    49.625      5/15/2017
Overseas Shipholding
  Group Inc             OSG      8.750    87.560      12/1/2013
Patriot Coal Corp       PCX      3.250     7.000      5/31/2013
Platinum Energy
  Solutions Inc         PLATEN  14.250    81.313       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.750     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.750     11/15/2024
Residential
  Capital LLC           RESCAP   6.875    34.000      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT     4.750     2.750       2/1/2018
School Specialty Inc    SCHS     3.750    38.375     11/30/2026
Sorenson
  Communications Inc    SRNCOM  10.500    69.625       2/1/2015
Sorenson
  Communications Inc    SRNCOM  10.500    69.625       2/1/2015
THQ Inc                 THQI     5.000    50.500      8/15/2014
TMST Inc                THMR     8.000    16.125      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     3.125      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    22.250       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     2.380      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     2.625      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    35.200       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     3.250      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     2.375      11/1/2016
Trico Marine
  Services Inc/
  United States         TRMA     8.125     3.930       2/1/2013
USEC Inc                USU      3.000    24.000      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    44.918       8/1/2016
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      8.750    33.333       2/1/2019
WCI Communities
  Inc/Old               WCI      4.000     0.625       8/5/2023
Western Express Inc     WSTEXP  12.500    59.000      4/15/2015
Western Express Inc     WSTEXP  12.500    59.000      4/15/2015




                            *********

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
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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***