TCR_Public/131024.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, October 24, 2013, Vol. 17, No. 295


                            Headlines

258 NEST: Voluntary Chapter 11 Case Summary
ADAYANA INC: Seeks to Use Cash Collateral to Continue to Operate
ADAYANA INC: Taps $1.0-Mil. DIP Financing From AVX Learning
AGFEED INDUSTRIES: Can Reject Gothner Employment Agreement
AGFEED INDUSTRIES: May Hire Plante & Moran as Tax Service Provider

AGFEED INDUSTRIES: Lease Decision Period Extended Until Feb. 10
ALERIS INTERNATIONAL: Downgraded to "B" by S&P
ALLIANT TECHSYSTEMS: Fitch Rates $300MM Sr. Unsecured Notes 'BB+'
ALLIANT TECHSYSTEMS: Moody's Rates $300MM Sr. Unsecured Notes Ba3
AMERICAN AIRLINES: Reorganization Plan Formally Approved by Judge

AMERICAN AMEX: Nov. 26 Hearing Set to Confirm Plan
AMWINS GROUP: Moody's Affirms B2 CFR & Cuts Sec. Debt Rating to B2
ARI-RC 6: 1st & 2nd Wave Debtors Win Okay to Use Cash Collateral
ARI-RC 6: 3rd Wave Debtors' Bid to Use Cash Collateral Challenged
ARI-RC 6: Nov. 20 Hearing to Approve Disclosure Statement

ARI-RC 6: U.S. Bank's Objection to Levene Neale Hiring Resolved
ARMORWORKS ENTERPRISES: Balks at C Squared's Bid to Revisit Order
ARMORWORKS ENTERPRISES: Opposes Bid to Disqualify Squire Sanders
ARMORWORKS ENTERPRISES: C Squared Opposes Houlihan Lokey Hiring
ARMORWORKS ENTERPRISES: Sale Protocol, Grant Lyon Hiring Okayed

ASR CONSTRUCTORS: Hires Younger & Associates as Special Counsel
ASR CONSTRUCTORS: Taps John Mannerino as Corporate Counsel
ASR CONSTRUCTORS: Hires Lester & Cantrell as Litigation Counsel
ASR CONSTRUCTORS: Hires Rogers Anderson as Accountant
ASSOCIATED ESTATES: S&P Affirms 'BB+' Corporate Credit Rating

ATLANTIC COAST: To Sell Common Shares
AUSTRALIAN EQUITY: Voluntary Chapter 11 Case Summary
AUTOMATED BUSINESS: PNC Challenging Bid to Use Cash Collateral
AUTOMATED BUSINESS: Taps Zuckerman Spaeder as Bankruptcy Counsel
BANCO PONTUAL: Chapter 15 Case Summary

BELLE FOODS: May Use DIP Loan to Pay D&O Insurance
BERNARD L. MADOFF: "Net Winners" Arguments Don't Persuade Rakoff
CAESARS ENTERTAINMENT: Distributing CAC Subscription Rights
CAPITOL BANCORP: Sells Remaining Affiliates to Talmer Bancorp
CARL'S PATIO: Court Confirms Committee's Second Amended Joint Plan

CASA CASUARINA: Files Schedules of Assets and Liabilities
CASEY ANTHONY: Settles With Texas Mounted Searchers
CITRUS VALLEY: Moody's Revises Ratings Outlook to Positive
COCOPAH NURSERRIES: Court Confirms 2nd Amended Chapter 11 Plan
CRESTWOOD MIDSTREAM: Moody's Assigns New $500MM Unsecured Notes B1

CRESTWOOD MIDSTREAM: S&P Assigns 'BB' Rating to $500MM Sr. Notes
CROWN CASTLE: Fitch Affirms 'BB' Issuer Default Ratings
D&L ENERGY: Committee Wants Rights Preserved in Sale Process
D&L ENERGY: Huntington Bank Seeks Stay Relief to Recoup $25,000
DALLAS ROADSTER: Files Schedules of Assets and Liabilities

DETROIT, MI: Judge Hears Arguments on Sanctity of Pensions
DETROIT, MI: Retirees Sue to Rescind Health-Care Benefit Cuts
DETROIT, MI: Mayoralty Race Poses Question of Power
DEWEY STRIP: Seeks Extension of Plan Filing Period Until Jan. 6
DIGERATI TECHNOLOGIES: Rhodes to Appeal Venue Transfer Ruling

DTF CORP: May Sell Stake in Hospital Privado de Monterrey
DUFF & PHELPS: Moody's Lowers CFR & Sr. Secured Loan Rating to B2
DUFF & PHELPS: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
EARL SIMMONS: Rapper DMX Faces Dismissal of Third Bankruptcy
EASTMAN KODAK: Managers Lose Bonus After 5% Recovery

EDISON MISSION: Cites "Model" Reorganization in Exclusivity Bid
ELCOM HOTEL: Files Amended Schedules of Assets and Liabilities
ELECTRONIC CONTROL: Recurring Losses Cue Going Concern Doubt
EVERGREEN OIL: Obtains Discharge of Personal Liability for Debts
EVERGREEN OIL: Administrative Claims Bar Date Set for Oct. 28

EXCO RESOURCES: S&P Affirms 'B' CCR & Revises Outlook to Stable
EXIDE TECHNOLOGIES: Inks Amendment No. 2 to DIP Credit Agreement
FIRST HIGHLAND: Case Summary & 2 Largest Unsecured Creditors
FLAT OUT: Legal Fees Must Be Paid Out of Hillstreet's Collateral
FLETCHER LEISURE: In Receivership, Files Chap. 15 Petition

FLETCHER LEISURE: Chapter 15 Case Summary
FOREST CITY: S&P Raises Rating on Senior Unsecured Notes to 'B+'
FOX TROT: Employs Frost Brown as Bankruptcy Counsel
FREESEAS INC: Issues 6.1 Million Common Shares to Crede
FREESEAS INC: Crede CG Held 9.9% Equity Stake at October 9

FURNITURE BRANDS: Has Interim OK to Obtain $140MM in DIP Financing
FURNITURE BRANDS: Bid Procedures Approved; Auction Set for Dec. 10
FURNITURE BRANDS: Selling Jet With Accident History
GARDA WORLD: Moody's Affirms 'B1' CFR & Rates $525MM Loan 'Ba3'
GARDA WORLD: S&P Assigns 'B+' Rating to New $150MM Revolver Debt

GENERAL MOTORS: Settlement With Nova Scotia Bondholders Approved
HI-WAY EQUIPMENT: Plan Confirmed, Declared Effective on Same Day
HONALO KAI: Case Summary & 3 Largest Unsecured Creditors
HOUSTON REGIONAL: Astros Balks at Motion to Appoint Trustee
HOUSTON REGIONAL: Petitioning Creditors Fight Case Dismissal Bid

IBAHN CORP: Has Final OK to Obtain $1.5MM in DIP Financing
IBAHN CORP: Can Employ Pachulski Stang as Bankruptcy Counsel
IBAHN CORP: Wants to Employ Epiq as Administrative Advisor
IBAHN CORP: Files Schedules of Assets and Liabilities
IMH FINANCIAL: Sells Preferred Equity Interest in Joint Venture

INTERNATIONAL FOREIGN: Meeting to Form Creditors' Panel on Oct. 28
INVERSIONES ALSACIA: Holders of 8% Notes Agree to Waive Default
INVESTORS CAPITAL: DelCotto's T. Kent Barber Withdraws as Counsel
INVESTORS CAPITAL: Court Resets Confirmation Hearing to Nov. 22
JAMES RIVER: To Terminate Employees at McCoy Elkhorn Complex

JHK INVESTMENTS: CBIZ MHM to Prepare 2012 Tax Returns
JMC STEEL: Downgraded to Caa1 on Lower Sales
JOURNAL REGISTER: Nov. 14 Hearing on Exclusivity Extensions
JOURNAL REGISTER: Committee Co-Proposes Liquidating Plan
K-V PHARMA: Appoints James Goldfarb and Gregory Norden to Board

LEE'S FORD: Wants Solicitation Period Extended Until Dec. 31
LEHMAN BROTHERS: Ernst & Young Agrees to Pay $99MM in Settlement
LONE PINE: Receives Final U.S. Court Protection
LOUISIANA-PACIFIC: Moody's Confirms 'Ba3' CFR & 'B1' Notes Rating
M.M.B. ENTERPRISES: Case Summary & 14 Largest Unsecured Creditors

MI PUEBLO: Bustamante Approved as Counsel in Turlock Suit
MIDTOWN SCOUTS: Wants Plan Filing Period Extended Until December 3
MONTREAL MAINE: To Have Official Victims' Committee
MSR HOTELS: Trademarks to Be Auctioned Off in January
NATURAL MOLECULAR: Files Bankruptcy in Seattle

NEW YORK CITY OPERA: Cash May be Unavailable for Creditors
NORTHERN LIGHTS: In Default of CNSX Requirements
OLD SECOND: OCC Terminates Consent Order With Bank
OXIGENE INC: Restates Financial Report for June 2013 Quarter
PALM BEACH CHURCH: Files Bankruptcy to Stop Foreclosure

PATRIOT COAL: Seeks to Enter Into Backstop Purchase Agreement
PATRIOT COAL: Ernst & Young to Audit Union Retirement Plan
PRIVE AUTOMOTIVE: Case Summary & 4 Largest Unsecured Creditors
READER'S DIGEST: DMEG Unit Confirms Liquidating Plan
RESIDENTIAL CAPITAL: Syncora Objects to Plan Confirmation

RIVIERA HOLDINGS: Board Appoints Michael Pearse as Company's CFO
SANDY CREEK: S&P Assigns Prelim. 'BB-' Rating to $1.025BB Facility
SAVIENT PHARMACEUTICALS: Can Operate Using Cash Collateral
SAVIENT PHARMACEUTICALS: Has Until Dec. 2 to File Schedules
SAVIENT PHARMACEUTICALS: Taps Skadden Arps as Bankruptcy Counsel

STATER BROS.: Moody's Affirms B2 CFR & B2 Rating on $255MM Notes
STELLAR BIOTECHNOLOGIES: Incurs $1.2-Mil. Net Loss in May 31 Qtr.
STRIKE MINERALS: Financing Talks Ongoing; CFO Steps Down
T-MOBILE USA: Moody's Rates $11.2-Bil. Sr. Unsecured Notes 'Ba3'
TEXAS STATE AFFORDABLE: S&P Cuts Series A & A-T Bonds Rating to CC

THOMPSON CREEK: Huseyin Oner Held 5.3% Equity Stake at Oct. 8
TOWER INSURANCE: S&P Lowers Counterparty Credit Rating to 'Bpi'
VILLAGE AT EAST FORK: Voluntary Chapter 11 Case Summary
VINCE INTERMEDIATE: S&P Assigns Prelim. 'B' CCR; Outlook Stable
VINCE LLC: Moody's Assigns B2 CFR & Rates New $175MM Sec. Loan B2

WATERSTONE AT PANAMA: Seeks Extension of Cash Collateral Order
WOOTEN GROUP: Simon Resnick Quits as Counsel Amid Unpaid Fees
XTREME IRONS: Confirmation Hearing Set for Nov. 12
YRC WORLDWIDE: Freidheim Holds 11% Equity Stake at Oct. 16

* JPMorgan Reaches Tentative Deal to Pay $13BB to Settle Suits
* Weak Jobs Report Blurs Fed's Policy Path

* Circuits Split on FDCPA-Bankruptcy Code Preemption
* Fifth Circuit Expands on Reed v. Arlington Decision
* Stern Complicates Straightforward Bankruptcy Rulings

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


258 NEST: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: The 258 Nest
        2455 E. Speedway #101
        Tucson, AZ 85719

Case No.: 13-18360

Chapter 11 Petition Date: October 22, 2013

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

Judge: Hon. Eileen W. Hollowell

Debtor's Counsel: Scott D. Gibson, Esq.
                  LAW OFFICE OF SCOTT D. GIBSON, PLLC
                  6303 E Tanque Verde Road, Suite 210
                  Tucson, AZ 85715
                  Tel: 520-784-2600
                  Fax: 520-323-4613
                  Email: ECF@SDGLAW.NET

Estimated Assets: $1 million to $100 million

Estimated Liabilities: $1 million to $100 million

The petition was signed by Gregory Moore, president of general
partner.

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


ADAYANA INC: Seeks to Use Cash Collateral to Continue to Operate
----------------------------------------------------------------
Adayana, Inc., seeks authority from the U.S. Bankruptcy Court for
the Southern District of Indiana, Indianapolis Division, to use
cash collateral securing its prepetition indebtedness.

As adequate protection for the use of cash collateral in which
ComVest Capital II, L.P., may have an interest, the Debtor
stipulates to the validity, priority, extent, and enforceability
of the prepetition liens and claims of ComVest, and waives all
offsets, defenses, or counterclaims to that debt.  This
stipulation is subject to challenge by any committee, trustee, or
other party-in-interest during a so-called Investigation Period,
which is the earliest of (a) 75 days after the Petition Date; (b)
60 days after the date that a committee is formed, if any; and (c)
the date by which Debtor is required to conduct an auction in
accordance with certain deadlines.

As adequate protection for the use of cash collateral in which BMO
Harris Bank N.A., may have an interest, the Debtor has agreed to
reaffirm its guaranty of the Debtor Subsidiaries' obligations to
BMO Harris under the March 20, 2008 Credit Agreement.

BMO Harris filed an objection to the Debtor's motion to correct
certain characterizations of its lending relationship with
Adayana, and ensure that its first priority liens against
Adayana's assets are adequately protected and not impaired by any
relief requested in the Motion.

Adayana, Inc., sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 14, 2013 (Case No. 13-10919, Bankr. S.D.
Ind.).  The Debtor is represented by Michael P. O'Neil, Esq., at
Taft Stettinius & Hollister LLP, in Indianapolis, Indiana.

BMO Harris is represented by James P. Moloy, Esq. --
jmoloy@boselaw.com -- at Bose McKinney & Evans LLP, in
Indianapolis, Indiana.


ADAYANA INC: Taps $1.0-Mil. DIP Financing From AVX Learning
-----------------------------------------------------------
Adayana, Inc., seeks authority from the U.S. Bankruptcy Court for
the Southern District of Indiana, Indianapolis Division, to incur
secured postpetition debt with AVX Learning, LLC, in the original
amount of $1.0 million.

The non-default interest rate under the AVX Loan Agreement is 5%.
The default rate of interest is 9%.  In the event that the amounts
borrowed under the AVX Agreement are repaid with amounts other
than the proceeds of a sale of the Debtor's assets to AVX
Learning, the Debtor is required to pay a $250,000 repayment fee
to AVX Learning.

Amounts borrowed under the AVX Agreement are entitled to
superpriority administrative expense status in favor of AVX
Learning.  The Debtor will also grant AVX Learning first priority
postpetition liens, subject only to the liens of ComVest Capital
II, L.P., and BMO Harris Bank N.A., successor by merger with M&I
Marshall & Ilsley Bank.

Kubera Partners, LLC, complains that the Debtor seeks to enter
into the DIP Loan Agreement that appears designed solely to allow
the DIP Lender to run a rushed sale for the benefit of the DIP
Lender with little or no marketing of the Debtor's assets.
Moreover, Kubera complains that there is no description of the
identity of AVX Learning, the DIP Lender's members, its ability to
fund the proposed DIP Loan or its ability to satisfy any claims in
the event the proposed DIP Lender breaches the Loan Agreement.

Kubera is represented by Emanuel C. Grillo, Esq. --
moc.retcorpniwdoog@ollirge -- at Goodwin Procter LLP, in New York;
and Kenneth B. Chigges, Esq. -- kenneth.chigges@icemiller.com --
at ICE Miller LLP, in Indianapolis, Indiana.

Adayana, Inc., sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 14, 2013 (Case No. 13-10919, Bankr. S.D.
Ind.).  The Debtor is represented by Michael P. O'Neil, Esq., at
Taft Stettinius & Hollister LLP, in Indianapolis, Indiana.

BMO Harris is represented by James P. Moloy, Esq. --
jmoloy@boselaw.com -- at Bose McKinney & Evans LLP, in
Indianapolis, Indiana.


AGFEED INDUSTRIES: Can Reject Gothner Employment Agreement
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AgFeed Industries, Inc., to reject the company's employment
agreement with K. Ivan Gothner, dated as of Sept. 18, 2013,
effective as of Aug. 31, 2013.  Under the Agreement, Mr. Gothner
is employed as Chief Executive Officer for AgFeed Industries.

                      About AgFeed Industries

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

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

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

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


AGFEED INDUSTRIES: May Hire Plante & Moran as Tax Service Provider
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AgFeed Industries, Inc., to employ Plante & Moran, PLLC, as tax
services provider, nunc pro tunc to Sept. 10, 2013.

As reported in the TCR on Sept. 27, 2013, AgFeed Industries filed
papers seeking to retain Plante & Moran as tax services provider
at the following hourly rates: partner at $250 to $400, manager at
$130 to $250, in-charge at $90 to $130 and staff at $60 to $90.

The motion explains, "In the ordinary course of business, the
Debtors require the services of seasoned and experienced tax
professionals to prepare their federal, state, and local tax
returns.  Plante & Moran is a professional services company
providing accounting, tax and consulting services with over 1,500
professionals located in eighteen offices throughout the United
States and two overseas offices . . .  The Debtors have reviewed
the qualifications and experience of Plante & Moran's personnel
and believe that such personnel have considerable experience in
providing tax services.  Thus, the Debtors believe that Plante &
Moran is well-suited and qualified to serve the Debtors in these
chapter 11 cases."

                      About AgFeed Industries

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

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

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

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


AGFEED INDUSTRIES: Lease Decision Period Extended Until Feb. 10
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
extended the deadline for AgFeed USA, LLC, et al., to assume or
reject unexpired leases of nonresidential real property by 90
days, through and including Feb. 10, 2014; provided that the
Assumption/Rejection Period solely with respect to the lease of
the property at 510 South 17th Street, Ames, Iowa, will be
extended through and including Nov. 30, 2013.

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

                      About AgFeed Industries

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

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

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

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


ALERIS INTERNATIONAL: Downgraded to "B" by S&P
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Aleris International Inc., a producer of rolled and
extruded aluminum products and a graduate of bankruptcy
reorganization, was downgraded one level on Oct. 21 to a "B"
corporate grade by Standard & Poor's in view of "tightening
scrap spreads and weak demand."

According to the report, Cleveland-based Aleris emerged from
Chapter 11 in June 2010 by implementing a reorganization plan
transferring control to affiliates of Apollo Management LP,
Oaktree Capital Management LLC, and Sankaty Advisors LLC. The plan
was financed in significant part by a $609 million rights offering
and a $500 million asset-backed loan. Aleris was acquired by TPG
Inc. at the end of 2006 in a $2.3 billion transaction.

S&P said Aleris now has a "highly leveraged financial risk
profile."  The senior unsecured debt rating was lowered one
grade to "B-".

The company paid a $313 million special dividend earlier this
year. S&P is assuming there won't be another dividend in the next
year.

Headquartered in Beachwood, Ohio, Aleris International, Inc. is a
global manufacturer of aluminum products, serving primarily the
aerospace, automotive and other transportation industries,
building and construction, containers and packaging, and metal
distribution. During fiscal 2011, the company's operations were
divided into five reporting segments: Rolled Products North
America (roughly 27% of 2011 revenues), Rolled Products Europe
(31%), Recycling and Specification Alloys North America (20%),
Recycling and Specification Alloys Europe (14%), and Extrusions
(8%). Aleris also has a 93% interest in a joint venture in China,
which is constructing an aluminum rolling plate mill, estimated
capital cost of $350 million. The China mill is expected to start-
up in early 2013. For the twelve months ending June 30, 2012,
Aleris generated revenues of $4.6 billion. The company's shares
are owned by investment funds managed by Oaktree Capital
Management, L.P. (who holds the majority equity position),
affiliates of Apollo Management L.P., and Sankaty Advisors, LLC.

Aleris filed under Chapter 11 in February 2009, listing assets of
$4.2 billion against debt totaling $4 billion. The December 31
balance sheet for parent Aleris Corp. had assets of $2.918 billion
and liabilities totaling $2.278 billion

The Chapter 11 case is In re Aleris International, 09-10478, U.S.
Bankruptcy Court, District of Delaware (Wilmington).


ALLIANT TECHSYSTEMS: Fitch Rates $300MM Sr. Unsecured Notes 'BB+'
-----------------------------------------------------------------
Fitch Ratings has assigned Alliant Techsystems, Inc.'s proposed
$300 million senior unsecured notes a rating of 'BB+(EXP)'. ATK
plans to issue the notes to partially fund the acquisition of
Bushnell Group Holdings, Inc.' (Bushnell) from MidOcean Partners
for approximately $1 billion. ATK's full rating list follows at
the end of this release.

The Bushnell transaction is expected to close sometime in the
third quarter of fiscal 2014 ending March 30, 2014. ATK plans to
fund the acquisition cost almost entirely with debt. Fitch's
ratings currently cover approximately $1.3 billion of debt and
will cover approximately $2.3 billion of long- and short-term
borrowings giving effect to indebtedness expected to be incurred
in connection with the Bushnell acquisition.

Key Rating Drivers

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

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

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

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

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

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

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

Rating Sensitivities

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

Fitch has assigned ATK the following rating:

-- Senior unsecured bank facility 'BB+(EXP)'.

Fitch rates ATK and its debt as follows:

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

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


ALLIANT TECHSYSTEMS: Moody's Rates $300MM Sr. Unsecured Notes Ba3
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the planned
$300 million senior unsecured notes due 2021 of Alliant
Techsystems Inc. ("ATK"). Additionally, all ratings have been
affirmed, including the Corporate Family Rating of Ba2. Proceeds
of the notes, along with a new $1.96 billion bank credit facility,
will help refinance ATK's existing bank debt and provide funding
for the pending acquisition of Bushnell Group Holdings, Inc.

Ratings Rationale:

The Ba3 rating assigned to the planned notes, one notch below the
CFR, reflects the secured bank facility's relatively large size
and effectively senior position in the capital structure. The
notes also benefit from presence of $550 million of subordinated
debt.

The Ba2 CFR balances high leverage for the rating level against
growing revenue diversity, scale and anticipated cash flow that
should help moderate credit statistics.

Ratings assigned:

$300 million senior unsecured notes due 2021, Ba3, LGD4, 63%

Ratings affirmed:

Corporate family, Ba2

Probability of default, Ba2-PD

$600 million senior secured revolver due 2015, Baa3, LGD2, 19%
(will be withdrawn at close of new bank facility)

$400 million senior secured term loan A due 2015, Baa3, LGD2, 19%
(will be withdrawn at close of new bank facility)

$200 million senior secured term loan A due 2017, Baa3, LGD2, 19%
(will be withdrawn at close of new bank facility)

$700 million senior secured revolver due 2018, Ba1, LGD2, 24%

$1,010 million senior secured term loan A due 2018, Ba1, LGD2, 24%

$250 million senior secured term loan B due 2020, Ba1, LGD2, 24%

$350 million gtd senior subordinated notes due 2020, B1 LGD5, 86%

$200 million convertible senior subordinated notes due 2024, B1
LGD5, 86%

Speculative Grade Liquidity Rating, SGL-3

Rating Outlook, Stable

Upward rating momentum would depend on debt/EBITDA sustained at or
below 3x, EBITA/interest above 4x, good liquidity and FCF/debt
consistently above 10%.

Downward rating pressure would mount with debt/EBITDA above 4x,
EBITA/interest under 3x, or if FCF/debt were to fall below 5% of
total debt.

Alliant Techsystems Inc. ("ATK") produces propulsion, composite
structures, munitions, rocket motor systems, precision missiles,
and civil, military and sport ammunition. The company organizes
into three segments: Defense Group (39% of Q1-FY2014 revenues),
Aerospace Group (28%), and Sporting Group (33%). Over the last
twelve months ended June 30, 2013 revenues were approximately $4.4
billion.


AMERICAN AIRLINES: Reorganization Plan Formally Approved by Judge
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the bankruptcy judge signed a confirmation order on
Oct. 21 formally approving the Chapter 11 reorganization plan for
AMR Corp., the parent of American Airlines.

According to the report, at a hearing on Sept. 12, U.S. Bankruptcy
Judge Sean H. Lane said he would approve the plan despite the
pending lawsuit where the federal government sued under antitrust
law to bar a merger with US Airways Group Inc.

AMR's reorganization plan initially came to court for approval at
an Aug. 15 confirmation hearing, two days after the government's
antitrust suit filed in U.S. District Court in Washington, the
report related.  Judge Lane had the parties submit briefs on the
issue of whether it was proper to approve the plan even though the
plan can't be implemented until and unless the airlines defeat the
government.

Judge Lane said in the Oct. 21 order that his approval of the plan
can't be construed as any expression of opinion about the
antitrust suit. If the airlines settle with the government, they
must return to bankruptcy court for approval.  Judge Lane said he
would examine any settlement to determine whether it adversely
affects creditors and thus would require another round of
balloting and another confirmation hearing.

Judge Lane handed down a written opinion on Sept. 13 barring
provisions from the plan giving outgoing AMR Chief Executive
Officer Thomas Horton a $20 million severance bonus. In the same
opinion, he rejected arguments by the U.S. Trustee that bankruptcy
law similarly precludes AMR from paying attorneys' fees incurred
by individual members of the creditors' committee.

The Oct. 21 confirmation order starts the clock ticking on the
two-week period within which the U.S. Trustee can appeal the
approval of committee members' attorneys' fees. An appeal by
itself won't bar AMR from implementing the plan should the
airlines defeat the antitrust suit.

In September, the U.S. Court of Appeals removed a possible bar to
plan implementation by upholding Judge Lane's ruling that AMR is
not liable to pay a so-called make-whole premium as a result of
early repayment of $1.2 billion in aircraft bonds.

Later in September, the bondholders' appealed to all active judges
on the Court of Appeals, asking them to set aside the ruling of
the three-judge panel and require payment of the premium. If the
bondholders eventually win in the Court of Appeals or the U.S.
Supreme Court, Judge Lane's confirmation order says the merged
airlines must pay the premium despite emergence from bankruptcy.

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-01236,
U.S. District Court, District of Columbia. The bondholder appeal
is U.S. Bank Trust NA v. AMR Corp., 13-1204, U.S. Court of Appeals
for the Second Circuit (Manhattan).

                      About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AMEX: Nov. 26 Hearing Set to Confirm Plan
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon approved on
Oct. 16, 2013, the Second Amended Disclosure Statement as filed by
American Amex, Inc., describing the Debtor's Plan dated Oct. 11,
2013.

Written ballots accepting or rejecting the Plan must be received
by D. Blair Clark, Attorney for the Debtor, at 1513 Tyrell Lane,
Suite 130, Boise, ID 83706, by Nov. 15, 2013.

Objections to the proposed plan must be in writing, setting forth
the specific grounds and details of objection, and must be filed
with the Clerk of Court no later than Nov. 15, 2013.

The hearing on confirmation of the Plan, at which testimony will
be received if offered and admissible, will be held on Nov. 26,
2013, at 10:00 a.m., in Courtroom 3.

Complaints objecting to the debtor's full discharge pursuant to
11 U.S.C. Section 1141 (d)(3) and Fed.R.Bankr.P. Rule 4004(a) must
be filed no later than Nov. 26, 2013.

A Summary of the Ballots by Class (LBF #1181), and a Report of
Administrative Expenses (LBF #1182) must be filed with the Clerk's
Office no later than Nov. 21, 2013.  A copy of the Summary must be
contemporaneously served on any Creditors' Committee.  The Plan
proponent must comply with the requirements in LBF #1181 with
regard to the actual ballots.

                             The Plan

Under the Plan, all creditors are receiving full payment.

Payments and distributions under the Plan will be funded by the
sale of the Buffalo Mine.  The Debtor plans to submit the sale for
approval by the Bankruptcy Court to Erwin Singh Braich, Trustee of
the Peregrine Trust.  Should Braich not close, then the property
would be sold to the highest bidder, upon terms set forth in the
Plan and in the Notice of Sale to be filed.

The Debtor believes the sale of the Buffalo Mine should fetch at
least $27 million, which is more than enough to pay all claims
scheduled and/or filed.

A copy of the Second Amended Disclosure Statement dated Oct. 11,
2013, is available at:

http://bankrupt.com/misc/AMERICAN_AMEX_2ds-1.pdf

                         About American Amex

American Amex, Inc., filed for Chapter 11 protection petition
(Bankr. D. Ore. Case No. 12-30656) on Feb. 1, 2012.  The Law
Offices of D. Blair Clark PLLC has been tapped as counsel.
In its amended schedules, the Debtor disclosed $34,000,000 in
total assets and $10,490,026 in total liabilities.

According to the Debtor, it is the legal owner of a mine in Grant
County, Oregon, known historically as the "Buffalo Mine."


AMWINS GROUP: Moody's Affirms B2 CFR & Cuts Sec. Debt Rating to B2
------------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of AmWINS Group,
LLC (AmWINS). The rating agency has downgraded AmWINS' first-lien
credit facility ratings to B2 from B1, based on the company's
incremental financing plan. AmWINS expects to draw down an
incremental term loan of $175 million, using the proceeds plus
cash on hand to repay $135 million of subordinated payment-in-kind
(PIK) notes and to fund potential acquisitions. The downgrade of
the first-lien credit facilities reflects the removal of rating
uplift from the PIK notes (unrated), which are held by AmWINS'
private equity sponsor, New Mountain Capital. The rating outlook
for AmWINS is stable.

Ratings Rationale:

"The refinancing plan is modestly positive for AmWINS' credit
profile," said Bruce Ballentine, Moody's lead analyst for the
company. "The net increase in debt is more than offset by the
lower interest rate on the first-lien term loan relative to the
PIK notes." The rating agency noted that potential acquisitions
would boost the company's EBITDA, albeit with integration risk.

AmWINS' ratings reflect its strong presence in wholesale and
specialty insurance brokerage and its profitable growth over the
past several years, according to Moody's. The company benefits
from broad product and geographic diversification and from its
expertise in purchasing and integrating small and mid-sized firms.
AmWINS' strengths are tempered by its significant financial
leverage, integration risk associated with acquisitions, and
exposure to errors and omissions, a risk inherent in professional
services.

Giving effect to the incremental borrowing and potential
acquisitions, Moody's estimates that AmWINS has a pro forma debt-
to-EBITDA ratio in the range of 6x-6.5x. The rating agency views
such leverage as aggressive for the rating category and expects it
to decline as a result of further EBITDA growth.

Factors that could lead to an upgrade of AmWINS' ratings include:
(i) adjusted debt-to-EBITDA ratio below 4.5x, (ii) (EBITDA -
capex) coverage of interest exceeding 2.5x, and (iii) free-cash-
flow-to-debt ratio exceeding 6%.

Factors that could lead to a rating downgrade include: (i) debt-
to-EBITDA ratio above 6.5x, (ii) (EBITDA - capex) coverage of
interest below 1.5x, or (iii) free-cash-flow-to-debt ratio below
3%.

Moody's rating actions (and loss given default (LGD) assessments)
include:

Affirmed corporate family rating at B2;

Affirmed probability of default rating at B2-PD;

Downgraded $75 million first-lien revolving credit facility to B2
(LGD3, 47%) from B1 (LGD3, 40%);

Downgraded first-lien term loan (currently $713 million,
increasing to $888 million) to B2 (LGD3, 47%) from B1 (LGD3, 40%).


ARI-RC 6: 1st & 2nd Wave Debtors Win Okay to Use Cash Collateral
----------------------------------------------------------------
The Bankruptcy Court authorized, in a final order, the First Wave
Debtors in the Chapter 11 case of ARI-RC 6, LLC, et al., to use
cash collateral.

The Court overruled the opposition filed by U.S. Bank National
Association, Trustee for the Registered Holders of ML-CFC
Commercial Mortgage Trust 2007-5, Commercial Mortgage Pass Through
Certificates, Series 2007-5.

The First Wave Debtors are authorized to use cash collateral to
pay all of the expenses, deposits to utility companies, U.S.
Trustee quarterly fees for each of the First Wave Debtors, and all
expenses owing to the Clerk of the Bankruptcy Court.

The Debtors are authorized to deviate from the line items
contained in the budget by 15% on a line-item or aggregate basis,
unless the Trust consents to a greater deviation.  The cash
collateral will not be used to pay any professional fees or
expenses of the First Wave Debtors' professionals in connection
with these cases.

In a separate order, the Court authorized, on an interim basis,
the Second Wave Debtors to use cash collateral until Nov. 6, 2013.

The Court said that the objection filed by U.S. Bank is overruled
pending a final hearing.

The order applies only to the cash that is property of the Second
Wave Debtors' estates, calculated for these purposes as the total
cash receipts from the property multiplied by the Second Wave
Debtors' collective tenant-in-common ownership interests in the
Property, which amounts to 39.22 percent.

The Second Wave Debtors were authorized to deviate from the line
items contained in the Budget by not more than 15 percent, on a
line-item or aggregate basis, unless the Trust consents to
a greater deviation.

As adequate protection from any diminution in value of the
lender's collateral, the Trust will be afforded replacement liens
on the postpetition rents, revenues, issues and profits of each of
the Debtors, with such replacement liens to have the same extent,
validity, scope, and priority as its prepetition liens.

                          About ARI-RC

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., counsel for the Debtors.


ARI-RC 6: 3rd Wave Debtors' Bid to Use Cash Collateral Challenged
-----------------------------------------------------------------
Keith C. Owens, Esq., at Venable LLP, on behalf of CWCapital Asset
Management LLC, solely in its capacity as Special Servicer for
U.S. Bank National Association, asked the Bankruptcy Court to deny
the Third Wave Debtors in the Chapter 11 case of ARI-RC 6, LLC, et
al., to use the cash collateral.

On Oct. 4, 2013, the Third Wave Debtors sought authorization to
use cash collateral; implement and maintain a cash management
system; and provide adequate assurance of future payment to
utility companies.

The Debtors would use the cash collateral to operate the property
consisting of land and two commercial buildings.

The Debtors relate that as of April 25, 2013, the principal amount
owed on the loan was purported to be $23,146,116.  Interest
purports to be accruing at a default rate of $11.21%.

Mr. Owens, in CWCAM's objection, stated that the Debtors have no
right to any of the rents from the property.  The Debtors, as
passive tenant-in-common investors, have no right to manage,
operate or maintain the property and cannot, without the
unilateral consent of the non-debtor TIC Investors, make
fundamental decisions relating to the property, including
decisions relating to management, leasing, selling or re-financing
the property.

Mr. Owens noted that the Debtors admitted there is no equity in
the property, that the property has not generated a profit since
December 2011, that the property does not generate sufficient
income to pay the operating expenses and debt service payments and
that the rents from the property will start to significantly
decrease in September 2013 with the expiration of the Philip
Electronics lease.

                          About ARI-RC

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., as counsel for Debtors.


ARI-RC 6: Nov. 20 Hearing to Approve Disclosure Statement
---------------------------------------------------------
ARI-RC 6, LLC, et al., filed with the U.S. Bankruptcy Court for
the Central District of California a Disclosure Statement and
Plan of Reorganization dated October 15, 2013, for the Jointly
Administered Debtors.

The Court set a hearing on Nov. 20, 2013, at 10 a.m., to consider
the adequacy of information in the Disclosure Statement.

The plan and disclosure statement encompasses 31 voluntary
bankruptcy petitions filed by tenants in common that own certain
undivided interests in certain real property.

The First Wave Debtors filed for Chapter 11 on Aug. 1, 2013; the
Second Wave Debtors filed on Aug. 2; and the Third Wave Debtors
filed their petitions on Sept. 9.

The Plan does not provide for the sale or transfer of any property
of the Debtors.  With regard to contracts and leases, the Debtors
will file, by not later than 14 days prior to the confirmation
hearing, a list identifying the unexpired leases and executory
contracts that it intends to assume in connection with
confirmation of the Plan.

On the Effective Date of the Plan, the Debtors will assume all
unexpired leases and executory contracts that are identified on
the Assumption List.  All unexpired leases and executory contracts
that are not identified on the Assumption List, and that have not
been previously rejected by the Debtors, will be deemed rejected
as of the Effective Date.

In addition to the terms of the Plan, representatives of the
Debtors have had discussions with multiple potential parties with
respect to an equity investment, which investment would supplement
the property's cash flow with an additional cash contribution (a
new value contribution).  As envisioned, a new value contribution
would be provided by a non-Debtor party in exchange for equity in
the Reorganized Debtor with preferred returns.

The Reorganized Debtor would use the new value contribution to
satisfy Allowed Administrative Claims, provide an initial payment
to the lender, and to be used primarily for tenant improvements
and capital expenditures.  With or without a new value
contribution, at the time as the property sufficiently appreciates
in value or funds from operation accumulate, the property may be
either be refinanced or sold outright to complete the payment in
full to the Debtors' creditors.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/ARI-RC_6_ds.pdf

                          About ARI-RC

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., as counsel for the Debtors.


ARI-RC 6: U.S. Bank's Objection to Levene Neale Hiring Resolved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation resolving U.S. Bank National Association's
objection to ARI-RC 6, LLC, et al.'s bid to employ Levene, Neale,
Bender, Yoo & Brill L.L.P.

The stipulation provides for, among other things:

   1. the Debtors' application is approved, as modified;

   2. the lender's objection is withdrawn;

   3. no cash collateral will be used to pay any professional
      fees or expenses of these Chapter 11 cases unless otherwise
      ordered by the Court upon request of a party in interest;
      and

   4. an accounting of all cash not used directly in connection
      with the operation of the property from March 2013 through
      the Petition Date, including the exact timing and amount of
      payment of any funds to any restructuring professionals will
      be provided to the Lender no later than Oct. 25, 2013;

The Court has set a hearing for Oct. 9 to consider the Bank's
objection.  That hearing is now vacated.

                          About ARI-RC

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., as counsel for the Debtors.


ARMORWORKS ENTERPRISES: Balks at C Squared's Bid to Revisit Order
-----------------------------------------------------------------
ArmorWorks Enterprises, LLC, and TechFiber, LLC, filed a
preliminary response to the motion of C Squared Capital Partners,
LLC, and Anchor Management, LLC, for reconsideration of the U.S.
Bankruptcy Court for the District of Arizona's (I) Amended Order
authorizing Debtors to employ professionals and consultants used
by the Debtors in the ordinary course of business, entered by the
Court on Sept. 12, 2013; and (ii) Ruling regarding Debtors'
application to employ Arnold & Porter LLP ("A&P") as an ordinary
course professional, entered by the Court on Sept. 8, 2013.

The Debtors ask the Court to deny the Motion For Reconsideration
without requiring the Debtors to incur any additional and
unnecessary attorneys' fees and costs preparing and filing a
response to the groundless motion for reconsideration or attending
a hearing.

The Debtors add that the motion for reconsideration sets forth no
basis for requiring the Court to "clarify its Order to make clear
the rationale behind the entry of the A&P Ruling and the limited
nature of its holding."

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as
financial advisor.  ArmorWorks estimated $10 million to $50
million in assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan filed in the Debtors' cases would resolve the ongoing
dispute with C Squared by allowing ArmorWorks to redeem C
Squared's 40% minority interest, or alternatively, allow C Squared
to purchase the 60% majority interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ARMORWORKS ENTERPRISES: Opposes Bid to Disqualify Squire Sanders
----------------------------------------------------------------
ArmorWorks Enterprises, LLC, and TechFiber, LLC, ask the U.S.
Bankruptcy Court for the District of Arizona to deny the motion of
C Squared Capital Partners, LLC, and Anchor Management, LLC, to
disqualify Squire Sanders from representing ArmorWorks, Inc.,
based on an alleged conflict of interest arising from Squire
Sanders' prior limited representation of the C Squared Parties.

The Debtors argue that:

     1. The motion to disqualify unfairly mischaracterizes the
nature of Squire Sanders's work done years ago, and blithely
ignores the expressly limited nature of the firm's representation
of AWI in this matter in accordance with Arizona Ethical Rule
1.2(c).  "Arizona courts are loathe to order disqualification
where a motion to disqualify is being used as a tactical device or
as a means of harassment."  See Research Corp. Technologies, Inc.
v. Hewlett-Packard Co., 936 F. Supp. 697, 703 (D. Az. 1996)
(refusing to order disqualification); see also Optyl Eyewear
Fashion Int'l Corp. v. Style Cos., 760 F.2d 1045, 1051 (9th Cir.
1985) (affirming imposition of monetary sanctions against an
attorney for filing a meritless disqualification motion where "the
record is replete with evidence of tactical maneuvers undertaken
in bad faith").  The motion to disqualify is not only meritless,
but appears to be part of a litigation tactic to delay these
proceedings."

     2. To disqualify an attorney for a conflict of interest under
Arizona Ethical Rule 1.9 (the "former client" rule), an attorney
must be seeking to represent a new client against a former client
in matters "substantially related" to the matter involved in the
former client representation.  A former client must demonstrate a
compelling factual nexus between the two matters, or demonstrate
that there is a significant risk that the new representation could
lead to use of confidential information obtained in the former
representation and that such use will be to the former client's
detriment.  As Comment 3 to ER 1.9 states, "[m]atters are
'substantially related' . . . if they involve the same transaction
or legal dispute or if there otherwise is a substantial risk that
confidential factual information as would normally have been
obtained in the prior representation would materially advance the
client's position in the subsequent matter."

The C Squared Parties do not even attempt to establish that Squire
Sanders possesses confidential information obtained in any former
representation that could be used to the C Squared Parties'
detriment.  Nor is there any factual nexus or relationship between
Squire Sanders's prior representation of the C Squared Parties,
and the matters involved in Squire Sanders's current
representation of AWI (which has been expressly limited by Squire
Sanders).  Because the "substantial relationship" test cannot be
met, the motion to disqualify should be denied.

     3. Squire Sanders has expressly limited the scope of its
representation of AWI in this case to exclude representation of
AWI in its "control" disputes with the C Squared Parties.

     4. Squire Sanders's limited representation of AWI is not
substantially related to Squire Sanders's prior representations of
the C Squared Parties.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as
financial advisor.  ArmorWorks estimated $10 million to $50
million in assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan filed in the Debtors' cases would resolve the ongoing
dispute with C Squared by allowing ArmorWorks to redeem C
Squared's 40% minority interest, or alternatively, allow C Squared
to purchase the 60% majority interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ARMORWORKS ENTERPRISES: C Squared Opposes Houlihan Lokey Hiring
---------------------------------------------------------------
C Squared Capital Partners, LLC, and Anchor Management, LLC,
object to the request of Armor Works Enterprises LLC and TechFiber
LLC to employ Houlihan Lokey Capital, Inc., as the Debtors'
investment banker and sale agent to pursue a sale of the company
and its subsidiaries.

According to the C Squared Parties:

     -- an issue of fact exists as to whether or not the
employment of Houlihan on the terms and conditions presented in
the Application is in the best interests of the Debtors' estates.
The Debtors are failing to meet projections and will likely
default on their DIP loan at the end of this month; therefore, it
is neither reasonable nor in the best interests of the Debtors'
estates for AWE to pay Houlihan's retainer at this time.  On that
same point, William Perciballi seeks to employ Houlihan pursuant
to 11 U.S.C. Section 328, which strips the Court of its ability to
review Houlihan's fees for reasonableness.

     -- an issue of fact exists as to whether or not the Debtors
possess the requisite corporate authority to retain Houlihan.

     -- considerable confusion and disagreement exists regarding
the assets that are to be sold in a sale and the purported ability
to sell just C Squared's 40% interest; therefore, it is premature
at this juncture to appoint an investment banker to sell AWE.
Because of the confusion and disagreement regarding the assets
held by AWE, any sale of C Squared's 40% interest in AWE is likely
to be substantially undervalued -- which may be the result
intended by Debtors.  The engagement of Houlihan could therefore
be the first step in a process by which the C Squared Parties will
be forced out of their interest in AWE for far less than its
value.

     -- issues of fact exist regarding the reasonableness of the
terms of Houlihan's retention agreement, particularly Houlihan's
proposed commission and its calculation and the allowance for
partial sales.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as
financial advisor.  ArmorWorks estimated $10 million to $50
million in assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan filed in the Debtors' cases, would resolve the ongoing
dispute with C Squared by allowing ArmorWorks to redeem C
Squared's 40% minority interest, or alternatively, allow C Squared
to purchase the 60% majority interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ARMORWORKS ENTERPRISES: Sale Protocol, Grant Lyon Hiring Okayed
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona on Oct. 7,
2013, entered an order granting the joint motion of ArmorWorks
Enterprises, LLC, and TechFiber, LLC, and the Official Committee
of Unsecured Creditors to approve Governance Protocol for Sale of
Non-Ordinary Course Transactions, and Retention of Grant Lyon as
Independent Debtor Representative.  The joint motion was filed
Sept. 18, 2013.  Mr. Lyon is authorized to retain Odyssey Capital
Group, LLC, to assist him in the performance of his duties,
provided that the services of only other member of Odyssey may be
utilized.

A copy of the Governance Protocol dated Sept. 18, 2013, is
available at:

   http://bankrupt.com/misc/armorworks.governanceprotocol.pdf

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as
financial advisor.  ArmorWorks estimated $10 million to $50
million in assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan filed in the Debtors' cases would resolve the ongoing
dispute with C Squared by allowing ArmorWorks to redeem C
Squared's 40% minority interest, or alternatively, allow C Squared
to purchase the 60% majority interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ASR CONSTRUCTORS: Hires Younger & Associates as Special Counsel
---------------------------------------------------------------
ASR Constructors, Inc., seeks permission from the Bankruptcy Court
to employ Younger & Associates as its special litigation counsel
to represent it in certain state court actions.

Prior to the Petition Date, the Firm was employed as the Debtor's
litigation counsel for several lawsuits including:

a. United States District Court, Central District of California,
   Western Division (Los Angeles); Carpenters Southwest
   Administrative Corporation and the Board of Trustess for
   the Capenters Southwest Trusts v. ASR Constructors, Inc., Alan
   Lee Regotti, Stacey Deanne Regottie, David Charles Thompson,
   Patricia Ann Berry and Contractors State License Board,
   Case No. 5:13-cv-00226-JGB-SP (Damages for failure to pay
   fringe benefit contributions et al.).

b. San Bernardino County Superior Court, ASR Constructors, Inc. v.
   Kennedy & Sharp Insurance, Inc. and Ramie Balan, Case No. CIVD
   S1211951 (Insurance Coverage, Subrogation).

c. San Bernardino County Superior Court, Victorville; Wesco
   Distribution, Inc. v. Nekota Powers, Inc., ASR Constructors,
   Inc., Barstow Community College District and Berkeley Regional
   Insurance Company and related cross actions, Case No. CIVDS
   1213464 (Breach of Contract/Warranty action).

As Special Litigation Counsel, the Firm will:

1. conduct investigations, appear at court hearings and prepare
   the necessary documents and pleadings, to assist the Debtor in
   prosecuting and defending against claims that are the subject
   of the State Court Actions.

2. analyze possible settlement of claims that are the subject
   of the State Court Actions and conduct possible settlement
   negotiations, including preparing for and attending mediation.

3. if a judgment is obtained in favor of the Estate in any of the
   State Court Actions, oppose any motion for new trial by any
   opposing party.

4. perform any and all other legal services incident and necessary
   as the Debtor may require of the Firm as special litigation
   counsel in connection with the prosecution and defense of
   claims that are the subject of the State Court Actions.

The Debtor proposed to pay the Firm based on its blended billing
rate of $235.  Ten days after service of the Professional Fee
Statement, the Debtor will pay the Firm, on a monthly basis, 80%
of the amount of the Firm's monthly fees and 100% of the Firm's
expenses as they are incurred.

During the one year period prior to the Petition Date, the Firm
received payments of fees and expense from the Debtor in the total
amount of $28,580.50.  The Firm is still owed $47,690.69 on
account of services performed for the Debtor prior to the Petition
Date.

Timothy M. Younger, a partner of Younger & Associates, assures the
Court that his Firm represents no interest adverse to the
interests of the Estate for matters for which it is being
employed.

Proposed Attorneys for ASR Constructors, Inc., may be reached at:

   James C. Bastian, Jr., Esq.
   Melissa Davis Lowe, Esq.
   SHULMAN HODGES & BASTIAN LLP
   8105 Irvine Center Drive, Suite 600
   Irvine, CA 92618
   Telephone: (949) 340-3400
   Facsimile: (949) 340-3000
   E-mail: jbastian@shbllp.com
           mlowe@shbllp.com

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  The Debtor estimated assets
and debts of at least $10 million.  Judge Mark D. Houle presides
over the case.  James C Bastian, Jr., Esq., at Shulman Hodges &
Bastian, LLP, serves as the Debtor's counsel.


ASR CONSTRUCTORS: Taps John Mannerino as Corporate Counsel
----------------------------------------------------------
ASR Constructors, Inc. asks for authorization from the Hon. Mark
Houle of the U.S. Bankruptcy Court for the Central District of
California to employ the Law Office of John D. Mannerino as
corporate counsel, effective Sept. 20, 2013.

The Firm will devote two to three days per week consulting on
outside contract management, employment compliance matters,
litigation management and general business advice for ASR
Constructors.  The Firm will also perform any and all other legal
services incident and necessary herein as ASR Constructors may
require of the Firm as corporate counsel in connection with  ASR
Constructors' business operations.

ASR Constructors also asks the Court to approve the payment of
compensation to the Firm on a flat fee basis of $3,900 per month,
plus reimbursement of medical insurance of $717, subject to
increase on Jan. 1, 2014, to be paid monthly on the first day of
each month, without further notice hearing or Court order.

The Firm has not received a retainer for the services to be
performed during the bankruptcy case.

The Firm was employed by ASR Constructors prior to the petition
date as its corporate counsel.  During the one year period prior
to the petition date, the Firm received payments of fees from ASR
Constructors in the total amount of approximately $46,800,
consisting of a $3,900 monthly flat fee, plus monthly
reimbursement for medical insurance of $717 per month.

As of the petition date, the Firm was owed for its September 2013
billing of $3,900 plus reimbursement of medical insurance expenses
of $717.  At a hearing held on Sept. 30, 2013, the Court granted
ASR Constructors' Emergency Motion for Order Authorizing Payment
of Prepetition Employee Wages, Benefits and Associated Expenses
and Granting Related Relief.  The order granting the Emergency
Motion provides that ASR Constructors is authorized to pay the
pre-petition fees and medical insurance expense to the Firm.

John D. Mannerino, the principal of the Firm, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Firm can be reached at:

       John D. Mannerino, Esq.
       LAW OFFICE OF JOHN D. MANNERINO
       10681 Foothill Boulevard, Suite 280
       Rancho Cucamonga, CA 91730
       Tel: (909) 980-0630
       Fax: (909) 948-8674

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  The Debtor estimated assets
and debts of at least $10 million.  Judge Mark D. Houle presides
over the case.  James C Bastian, Jr., Esq., at Shulman Hodges &
Bastian, LLP, serves as the Debtor's counsel.


ASR CONSTRUCTORS: Hires Lester & Cantrell as Litigation Counsel
---------------------------------------------------------------
ASR Constructors, Inc. seeks permission from the Hon. Mark Houle
of the U.S. Bankruptcy Court for the Central District of
California to employ Lester & Cantrell LLP as special litigation
counsel, effective Sept. 20, 2013.

The Debtor requires Lester & Cantrell to:

   (a) conduct investigations, appear at court hearings and
       prepare the necessary documents and pleadings, to assist
       the Debtor in prosecuting and defending against claims that
       are the subject of the State Court Actions;

   (b) analyze of possible settlement of claims that are the
       subject of the State Court;

   (c) if a judgment is obtained in favor of the Estate in any of
       the State Court Actions, oppose any motion for new trial by
       any opposing party; and

   (d) perform any and all other legal services incident and
       necessary herein as the Debtor may require of Lester &
       Cantrell as special litigation counsel in connection with
       the prosecution and defense of claims that are the subject
       of the State Court Actions.

Lester & Cantrell will be paid at these hourly rates:

       Mark S. Lester, Attorney      $300
       Mark Kraus, Attorney          $250
       Colin Northcutt, Attorney     $250
       Staci Ponce, Paralegal        $120

Lester & Cantrell will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Lester & Cantrell did not receive a retainer for the services to
be performed during the bankruptcy case.

The Debtor also seeks authorization from the Court to place in
Lester & Cantrell's trust account, on a monthly basis, 80% of the
amount of Lester & Cantrell's monthly fees and 100% of the monthly
expenses as they are incurred.

Lester & Cantrell was employed by the Debtor prior to the petition
date for the State Court Actions as well as other lawsuits to
which the Debtor was a party.  During the one year period prior to
the petition date, Lester & Cantrell received payments of fees and
expense from the Debtor in the total amount of $416,009.13.

Lester & Cantrell is owed $37,650.16 on account of services
performed for the Debtor prior to the petition date.

Mark S. Lester, partner of Lester & Cantrell, 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.

Lester & Cantrell can be reached at:

       Mark S. Lester, Esq.
       LESTER & CANTRELL LLP
       1700 Iowa Avenue, Suite 200
       Riverside, CA 92507
       Tel: (951) 300-2690
       Fax: (951) 300 2694
       E-mail: mlester@lc-law-llp.com

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  The Debtor estimated assets
and debts of at least $10 million.  Judge Mark D. Houle presides
over the case.  James C Bastian, Jr., Esq., at Shulman Hodges &
Bastian, LLP, serves as the Debtor's counsel.


ASR CONSTRUCTORS: Hires Rogers Anderson as Accountant
-----------------------------------------------------
ASR Constructors, Inc. seeks authorization from the Hon. Mark
Houle of the U.S. Bankruptcy Court for the Central District of
California to employ Rogers, Anderson, Malody & Scott, LLP CPAs as
accountant, effective Sept. 20, 2013.

Rogers Anderson is required to:

   (a) prepare the Debtor's annual federal and state income tax
       returns and if necessary, assist the Debtor in resolution
       of tax matters;

   (b) assist the Debtor in the preparation of quarterly financial
       statements as necessary in the ordinary course of the
       Debtor's financial affairs;

   (c) provide the Debtor with accounting consulting services as
       necessary in the ordinary course of the Debtor's financial
       affairs; and

   (d) perform any and all other accounting, tax and business
       advice and services incident and necessary as the Debtor
       may require of the Firm in ordinary course of the Debtor's
       financial affairs.

Rogers Anderson will be paid at these hourly rates:

       Matthew Wilson                $240
       Jenny Liu                     $200
       Maya Ivanova                  $145
       Daniel Turner                 $100

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

The Debtor seeks Court permission to place in Rogers Anderson's
trust account, on a monthly basis, 80% of the amount of Rogers
Anderson's monthly fees and 100% of the monthly expenses as they
are incurred.

Rogers Anderson did not receive a retainer for the services to be
performed during the bankruptcy case.

Rogers Anderson was employed as the Debtor's accountant prior to
the petition date.  For its services rendered to the Debtor during
the one year period prior to the petition date, Rogers Anderson
received payments from the Debtor totaling $15,792.50.

As the petition date, Rogers Anderson was owed $40,125.75 for
services rendered to the Debtor prior to the petition date.

Matthew Wilson, member of Rogers Anderson, 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.

Rogers Anderson can be reached at:

       Matthew B. Wilson
       ROGERS, ANDERSON, MALODY & SCOTT, LLP CPAS
       735 E. Carnegie Dr. Suite 100
       San Bernardino, CA 92408
       Tel: (909) 889-0871
       Fax: (909) 889-5361
       E-mail: mwilson@ramscpa.net

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  The Debtor estimated assets
and debts of at least $10 million.  Judge Mark D. Houle presides
over the case.  James C Bastian, Jr., Esq., at Shulman Hodges &
Bastian, LLP, serves as the Debtor's counsel.


ASSOCIATED ESTATES: S&P Affirms 'BB+' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB-' rating and
'2' recovery rating to $100 million senior unsecured notes issued
by Associated Estates Realty Corp.  S&P's corporate credit rating
on the company remains 'BB+' and the outlook remains positive.
The '2' recovery rating indicates prospects for substantial (70%
to 90%) recovery of principal in the event of a payment default.

"Our ratings on Associated Estates reflect the company's 'fair'
business risk profile, which is characterized by its smaller scale
and weaker market position relative to peers, which results in
above-average development exposure and asset concentration, in our
view," said Standard & Poor's credit analyst Eugene Nusinzon.  In
S&P's assessment the company's financial risk profile is
"intermediate," reflecting its view that management is committed
to moderate financial leverage.  However, given the company's
recently increased development appetite and more aggressive
portfolio expansion, S&P now believes debt to EBITDA could rise to
the 8x area over the next few quarters (from the low-7x area)
before dipping to a sustained level below 7x toward the end of
2015.

In the third quarter, Associated Estates acquired and entered
agreements to acquire nine properties in the Mid-Atlantic, Texas,
and the Southeast with an estimated cost of $466 million.  Two of
these properties are in lease-up and three are under development.
Earlier this year, the company also invested in three land parcels
in California that are earmarked as potential future development
projects in 50/50 joint ventures (JVs).

The positive outlook reflects S&P's expectation that portfolio
growth and repositioning will strengthen the company's overall
scale, asset quality, and core cash flow stability through 2015.
During this time, S&P also believes that conservatively financed
development activity and favorable operating conditions will
bolster Associated Estates' credit metrics to sustainable levels
that are supported by management's commitment to lower leverage
and reduce floating-rate debt exposure.

S&P would raise its corporate credit rating on Associated Estates
by one notch if the company continues to profitably execute on its
portfolio growth and repositioning strategy by achieving critical
mass in its recently entered markets, while strengthening and
sustaining FCC above 2.5x and debt to EBITDA below 7x.  The
successful execution of the company's more expensive development
projects will also be an important driver to ratings improvement.

S&P would revise its outlook back to stable if FCC drops below
2.2x or debt to EBITDA increases above 8.5x for a sustained
period, perhaps due to sizable debt-financed growth or a
meaningful development stumble.  A downgrade is less likely at
this time, given S&P's expectation for generally healthy operating
fundamentals.


ATLANTIC COAST: To Sell Common Shares
-------------------------------------
Atlantic Coast Financial Corporation intends to sell an
undetermined shares of its common stock, par value $0.01 per
share.  The Company's common stock is listed on the Nasdaq Global
Market under the symbol "ACFC."  On Oct. 15, 2013, the last
reported sale price for the Company's common stock was $3.78 per
share.  A copy of the amended Form S-1 prospectus is available at:

                         http://is.gd/wWy1W7

                         About Atlantic Coast

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

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

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


AUSTRALIAN EQUITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Australian Equity Investors
        2455 E. SPEEDWAY #101
        Tucson, AZ 85719

Case No.: 13-18359

Chapter 11 Petition Date: October 22, 2013

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

Judge: Hon. Eileen W. Hollowell

Debtor's Counsel: Scott D. Gibson, Esq.
                  LAW OFFICE OF SCOTT D. GIBSON, PLLC
                  6303 E Tangque Verde Road, Suite 210
                  Tucson, AZ 85715
                  Tel: 520-784-2600
                  Fax: 520-323-4613
                  Email: ECF@SDGLAW.NET

Estimated Assets: $1 million to $100 million

Estimated Liabilities: $1 million to $100 million

The petition was signed by Gregory Moore, president of general
partner.

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


AUTOMATED BUSINESS: PNC Challenging Bid to Use Cash Collateral
--------------------------------------------------------------
Automated Business Power, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Maryland, Greenbelt Division,
to use cash collateral securing its prepetition indebtedness.

As adequate protection to PNC Bank, National Association, as
administrative agent for a consortium of prepetition lenders,
Automated Business Power proposes PNC will receive a priority
security interest in and replacement lien on all of the Debtor's
cash existing on the Petition Date and thereafter acquired.  PNC
will also be granted a super-priority administrative expense
claim.  In addition, the Debtor will make monthly payments on the
PNC obligations throughout the course of the case.  The payments
will be equal to $250,000 per month in principal plus interest at
the non-default rate.

PNC, however, is objecting to the Debtor's request, complaining
that the Debtor's business has drastically deteriorated, and the
company should be liquidated in Chapter 7.  Moreover, PNC
complains that the Debtor offers illusory adequate protection and
that certain accounts receivable are not property of the estate
because the Agent has foreclosed upon them under the Uniform
Commercial Code.  Accordingly, PNC asks the Court to deny approval
of the motion.

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

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.  The Agent is represented by
James M. Smith, Esq. -- jsmit@gebsmith.com -- and Lisa Bittle
Tancredi, Esq. -- ltancredi@gebmith.com -- at Gebhardt & Smith
LLP, in Baltimore, Maryland.


AUTOMATED BUSINESS: Taps Zuckerman Spaeder as Bankruptcy Counsel
----------------------------------------------------------------
Automated Business Power, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Maryland, Greenbelt Division,
to employ Zuckerman Spaeder LLP as attorneys.

The firm's professionals will be paid hourly rates ranging from
$325 to $1,000.  The firm will also be reimbursed for any
necessary out-of-pocket expenses.

Zuckerman Spaeder assures the Court that it is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  The firm received an initial retainer
in the amount of $85,000 plus $1,213 for the filing fee for
professional services to be rendered and expenses to be charged by
Zuckerman Spaeder in connection with the services to be provided
to the Debtor.

PNC Bank, National Association, as administrative agent and
lender, filed a limited objection, stating that it does not object
to the employment of Zuckerman Spaeder so long as (i) the Debtor
fully discloses the source of its retainer, and (ii) it is made
clear from the outset that the Bank's cash collateral is not to be
used to pay counsel's fees.

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

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.  The Agent is represented by
James M. Smith, Esq. -- jsmit@gebsmith.com -- and Lisa Bittle
Tancredi, Esq. -- ltancredi@gebmith.com -- at Gebhardt & Smith
LLP, in Baltimore, Maryland.


BANCO PONTUAL: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Debtor: Banco Pontual S.A.
                   Astigarraga Davis Mullins & Grossman, PA
                   701 Brickell Avenue, 16th Floor
                   Miami, FL 33131

Chapter 15 Case No.: 13-35298

Chapter 15 Petition Date: October 22, 2013

Court: Unites States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Hon. Laurel M Isicoff

Chapter 15
Debtor's
Counsel:  Gregory S Grossman, Esq.
          701 Brickell Ave 16 Fl
          Miami, FL 33131
          Tel: (305) 372-8282
          Email: ggrossman@astidavis.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million


BELLE FOODS: May Use DIP Loan to Pay D&O Insurance
--------------------------------------------------
Judge Jack Cadell granted a modification of the budget governing
Belle Foods LLC's use of its DIP loan proceeds to provide for,
among other things, payment when due of a directors & officers
liability insurance policy premium.  The modification is nunc pro
tunc to the date of payment.

The Bankruptcy Court authorized payment of $70,000 from proceeds
of the policy to the Lenders in repayment for the cash collateral
used to pay the premium.  The $70,000 repayment will have first
priority (except for reasonable costs or fees) over payment of the
proceeds to any other party-in-interest.

The Lenders will be repaid $70,000 of the Cash Collateral used to
pay the D&O Policy Extension Premium out of the proceeds recovered
by any party-in-interest.

                        About Belle Foods

Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) in Decatur, Alabama, on
July 1, 2013.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.  The stores are in Florida, Georgia,
Alabama and Mississippi.

The petition shows assets and debts aggregating more than $10
million.  C&S Wholesale Grocers Inc. is owed about $6 million on
secured and unsecured debt.  Trade suppliers are owed another $8
million, according to a court filing.

D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.  Barfield, Murphy, Shank & Smith LLC serves as
accountants.

Attorneys at Haskell Slaughter Young & Rediker, LLC, in
Birmingham, Alabama, and Otterbourg Steindler Houston & Rosen,
P.C., in New York, serve as co-counsel to the Official Committee
of Unsecured Creditors.


BERNARD L. MADOFF: "Net Winners" Arguments Don't Persuade Rakoff
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that more than 300 investors with Bernard L. Madoff
Investment Securities Inc. failed to persuade a U.S. district
judge that their state and federal law claims could be used to
offset allegations by the Madoff trustee that they received
fraudulent transfers by withdrawing more from their accounts than
they invested.

According to the report, in April 2012, U.S. District Judge Jed
Rakoff ruled in a Madoff case called Greiff that customers could
only use principal investments to offset the trustee's fraudulent
transfer suits based on the notion that they withdrew more than
they invested. Some 320 customers tried to find a loophole in
the Greiff ruling by contending that state and federal law
claims constitute "value" that could be used as a fraudulent
transfer defense under Section 548(c) of the U.S. Bankruptcy
Code.

Judge Rakoff wrote a 28-page opinion on Oct. 15 rejecting the
customers' arguments. As a result, they can't reduce fraudulent
transfer liability with so-called fictitious profits shown on
account statements.

In substance, Judge Rakoff wasn't persuaded by several arguments
contending that different characterizations of fictitious profits
could be a defense to fraudulent transfer claims. Judge Rakoff was
careful to point out that the customers retain claims against the
general estate on account of fictitious profits. They just can't
diminish the so-called fund of customer property by reliance on
fictitious profits.

Judge Rakoff made several other rulings dismissing customers'
defenses to fraudulent transfer suits filed by Madoff trustee
Irving Picard.

The judge didn't buy the idea that new deposits made within two
years of bankruptcy could be used to offset claims for withdrawals
made during the same period. Although Judge Rakoff has ruled that
the trustee can sue only for withdrawals within two years, he said
it's proper to calculate the defense based on cash invested less
cash taken out over the life of the account.

Similarly, Judge Rakoff rejected the argument that a transfer from
one account to another represented "value" to offset a fraudulent
transfer claim.

Judge Rakoff's opinion resolves issues raised during oral argument
in August 2012. The opinion doesn't enable Picard to make
additional distributions to creditors because no funds were being
held in reserve. Rather, it lets Picard realize greater recoveries
from net winners, those who withdrew more from their accounts than
they invested.

The Rakoff opinion is in Securities Investor Protection Corp. v.
Bernard L. Madoff Investment Securities LLC, 12-cv-00115, 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.


CAESARS ENTERTAINMENT: Distributing CAC Subscription Rights
-----------------------------------------------------------
Caesars Entertainment Corporation set Oct. 21, 2013, as the date
for the distribution of subscription rights for common stock of
Caesars Acquisition Company.

Each stockholder of Caesars as of the close of business on
Oct. 17, 2013, will be issued, at no charge, one non-transferable
subscription right for each whole share of Caesars common stock
owned by that stockholder as of the close of business on the
Record Date.  The subscription rights may not be sold, transferred
or assigned and will not be quoted on any stock exchange or
market.

Each subscription right will entitle the stockholder to purchase
from CAC one share of CAC's Class A common stock for $8.64 per
whole share, subject to, if applicable, reimbursement obligations
with respect to withholding tax or backup withholding tax.
Additionally, holders of subscription rights who fully exercise
all of their subscription rights may also make a request to
purchase additional shares of CAC's Class A common stock through
the exercise of the over-subscription privilege, although there
can be no assurances that any over-subscriptions will be filled.
To exercise its subscription rights, a holder must timely pay the
full subscription price in U.S. dollars for the full number of
shares of CAC's Class A common stock such holder wishes to
acquire, including any shares it wishes to acquire pursuant to
over-subscription privileges.  Any payment related to the exercise
of a subscription right must be by cashier's or certified check
drawn upon a United States bank, or a personal check that clears
within two business days of the expiration date of the
subscription rights, payable to the subscription agent at the
address set forth in the prospectus.  If any holder wishes to use
any other form of payment, it must obtain the prior approval of
the subscription agent.  Holders of subscription rights should
carefully review the prospectus relating to CAC's Class A common
stock and the rights offering for details of the exercise and
payment mechanics and the applicable mechanics with respect to
withholding tax or backup withholding tax.

The subscription rights are scheduled to expire if they are not
exercised by 5:00 p.m., New York City time, on Nov. 2, 2013, the
expiration date.  If you are a beneficial owner of shares of
Caesars common stock that are registered in the name of a broker,
dealer, custodian bank or other nominee, you will need to contact
your broker, dealer, custodian bank or other nominee for
instructions for exercising subscription rights because the
deadline for you to exercise subscription rights will be prior to
the expiration date.  If you are a registered holder of shares of
Caesars common stock, subscription rights validly exercised by
mail that is postmarked on or before the expiration date and
received by the subscription agent before 5:00 p.m., New York City
time, on Nov. 5, 2013, the second business day after the
expiration date, will be deemed to have been exercised by the
expiration date.

Upon the closing of the offering, which is expected to be on or
about Nov. 18, 2013, shares of CAC's Class A common stock will be
distributed to holders of subscription rights that validly
exercised their subscription rights.  CAC has applied to list
shares of its Class A common stock for trading on the NASDAQ
Global Select Market under the symbol "CGP"; however, there can be
no assurances that CAC will achieve a listing upon completion of
this offering or thereafter.

CAC is a newly formed company created to facilitate the previously
announced strategic transaction pursuant to which Caesars will
form a new growth-oriented entity, Caesars Growth Partners, LLC,
to be owned by Caesars and CAC.  The closing of the strategic
transaction is subject to certain conditions, including entry into
definitive documentation and the receipt of required regulatory
approvals and lenders' approvals, and there can be no assurance
that such conditions will be satisfied.

The offering of CAC's Class A common stock will be made only by
means of a prospectus, including any supplement or amendment
thereto, copies of which will be distributed to holders of
subscription rights or may be obtained, when available, from the
information agent: Georgeson Inc. at (888) 624-2255 (Toll Free).
Banks and Brokerage Firms please call: (800) 223-2064 (Toll Free).
The prospectus, including any amendment or supplement thereto,
contains important information about the rights offering and CAC,
and holders of subscription rights are urged to read the
prospectus carefully.

                   About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CAPITOL BANCORP: Sells Remaining Affiliates to Talmer Bancorp
-------------------------------------------------------------
In a regulatory filing dated Oct. 16, 2013, Capitol Bancorp Ltd.
disclosed that on Oct. 11 the Company, its affiliate Financial
Commerce Corporation ("FCC"), and Talmer Bancorp, Inc., a Michigan
corporation (the "Purchaser") entered into a Stock Purchase
Agreement.

Pursuant to the terms and subject to the conditions of the
Purchase Agreement, Capitol agreed to sell, assign and transfer to
Purchaser, subject to approval of the U.S. Bankruptcy Court for
the Eastern District of Michigan pursuant to Section 363 of the
Bankruptcy Code and free and clear of all encumbrances: (i) all of
the issued and outstanding shares of common stock of the Surviving
Bank; (ii) all bank related contracts; (iii) all right, title and
interest to any proceeds received or to be received after Dec. 31,
2012, related to any such contract; (iv) all of the trademarks and
service marks registered to Capitol; and (v) certain other assets
of Capitol and FCC for a cash purchase price of $4.0 million.  In
addition, the Purchaser has agreed to make an equity contribution
into the Surviving Bank at closing in the amount of up to $90
million and to pay $2.5 million of certain post-petition
administrative fees and expenses incurred in the Bankruptcy.

With respect to any contract or agreement to which Capitol or FCC
is a party, the Purchaser shall pay the amount required to be paid
with respect to such contract or agreement to cure all monetary
defaults under such contract or agreement to the extent required
by Section 365(b) of the Bankruptcy Code.

Capitol, through its affiliate FCC, owns all of the issued and
outstanding shares of capital stock of Indiana Community Bank,
Michigan Commerce Bank, Bank of Las Vegas, and Sunrise Bank of
Albuquerque.  The Banks will enter a merger agreement, which will
become effective simultaneously with or immediately prior to the
closing of the transaction proposed under the Purchase Agreement,
pursuant to which Indiana Community Bank, Bank of Las Vegas
Sunrise Bank of Albuquerque will merge with and into Michigan
Commerce Bank, with Michigan Commerce Bank as the surviving entity
(the "Surviving Bank").

The parties intend for the sale and purchase contemplated under
the Purchase Agreement to be effectuated pursuant to an order of
the Bankruptcy Court under Sections 105, 363 and 365 of the
Bankruptcy Code approving such transactions.

A full-text copy of the Purchase Agreement is available at:

                        http://is.gd/y5dNai

                       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.


CARL'S PATIO: Court Confirms Committee's Second Amended Joint Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
on Oct. 15, 2013, the Official Committee of Unsecured Creditors'
Second Amended Joint Plan of Liquidation of CP Liquidating, Inc.,
fka Carl's Patio, Inc.; CPW Liquidating, Inc.; and T436
Liquidating, Inc.

Pursuant to papers filed with the Court, 100% of the creditors in
Classes 2 and 3 that voted on the Plan voted to approve the Plan.
The Court found that, while the classes of claims and creditors
affected by the releases in Article VIII will not receive payment
of substantially all of their claims, they will receive a greater
distribution that if the Debtors were liquidated under Chapter 7
of the Bankruptcy Code.

A copy of the Confirmation Order is available at:

          http://bankrupt.com/misc/carl'spatio.doc374.pdf

As reported in the TCR on Sept. 13, 2013, Judge Kevin Gross
approved the adequacy of the Second Amended Disclosure Statement
filed by the Official Committee of Unsecured Creditors in support
of its Second Amended Liquidation Plan for CP Liquidating, Inc.,
et al.

As previously reported by the TCR, the Second Amended Plan
provides for up to 4.7% recovery on allowed claims.  Moreover, the
Amended Plan embodies a Stipulation of Settlement negotiated among
the Debtors, the Creditors Committee, the Buyer of substantially
all of the Debtors' assets and the Debtors' Lender.  The
Settlement provides for a pool of three particular "assets" to be
set aside for the benefit of unsecured claims and the
administrative claims of the Committee's professionals -- (1) cash
totaling $140,000, consisting of the sum of $25,000 received from
the Lender and the sum of $115,000 received from the Buyer; (2)
all claims that may be asserted against the Debtors' directors'
and officers' liability insurance policy and any other insurance
policies; and (3) all avoidance action claims.

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

     http://bankrupt.com/misc/CARLSPATIO_2ndAmdDSAug30.PDF

                      About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
had 68 employees.  The company leases all its locations and does
not own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  Bayard, P.A., represents the Debtor in
its restructuring efforts.  BGA Management, LLC, doing business as
Alliance Management, serves as financial advisor, and Epiq
Bankruptcy Solutions LLC serves as claims and noticing agent.

Carl's Patio disclosed $6,228,725 in assets and $13,054,583 in
liabilities as of the Chapter 11 filing.  The Debtor owes $2.19
million on a secured revolver, and $3.01 million on a term loan
from Fifth Third.  The Debtor also has $600,000 of subordinated
debt.

The Official Committee of Unsecured Creditors is represented Cross
& Simon, LLC's Christopher P. Simon, Esq. and Kevin S. Mann, Esq.,
as well as Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow,
LLP's Henry G. Swergold, Esq. and Clifford A. Katz, Esq.  CBIZ
Accounting Tax and Advisory of New York, LLC and CBIZ, Inc., are
the panel's financial advisors.


CASA CASUARINA: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Casa Casuarina, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property            $75,000,000.00
  B. Personal Property          4,005,976.55
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $31,318,629.55
  E. Creditors Holding
     Unsecured Priority
     Claims                                              0.00
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      1,188,169.74
                              --------------   --------------
        TOTAL                 $79,005,976.66   $32,506,799.29

A full-text copy of Casa Casuarina's Schedules may be accessed for
free at http://is.gd/Wnu3cz

                      About Casa Casuarina

Casa Casuarina, LLC, owner of Gianni Versace's former South Beach
mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1,
2013.  Peter Loftin signed the petition as manager.  Judge Laurel
M. Isicoff presides over the case.  The Debtor estimated assets of
at least $50 million and debts of at lease $10 million.  Joe M.
Grant, Esq., at Marwill Socarras Grant, P.L., serves as the
Debtor's counsel.

Until his Ponzi scheme fell apart in 2009, Scott Rothstein had
controlled the company that owned the property. Herbert Stettin is
the Chapter 11 trustee for Rothstein's law firm Rothstein
Rosenfeldt Adler PA, which has been in Chapter 11 liquidation
since November 2009.

Before Casa Casuarina filed bankruptcy, Mr. Stettin had reached
agreement to settle his claim to partial ownership.


CASEY ANTHONY: Settles With Texas Mounted Searchers
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Casey Marie Anthony, who was acquitted of killing
her child, settled claims filed in bankruptcy court by Texas
Equusearch Mounted Search and Rescue, which claims to have spent
thousands of hours looking for the child who was already dead.

According to the report, originally, Anthony told authorities and
not-for-profit TES that her daughter was abducted and alive. At
her criminal trial, Anthony's lawyer told the jury the child had
died in the family swimming pool.

TES filed suit first in state court and later in bankruptcy court
for the $100,000 it expended in conducting search. TES said the
expense represented 40 percent of the annual budget.

Because Anthony knew her daughter was already dead, TES wanted the
bankruptcy judge to rule that the expenses represented a debt
procured by fraud that therefore wouldn't be extinguished in
bankruptcy.

In settlement, TES agreed to have a $75,000 unsecured claim to be
discharged in bankruptcy and treated like all other claims. TES
agreed to no further activities in Anthony's bankruptcy.

The settlement will come up for approval in bankruptcy court in
Tampa, Florida if there is an objection.


CITRUS VALLEY: Moody's Revises Ratings Outlook to Positive
----------------------------------------------------------
Moody's Investors Service has affirmed Citrus Valley Health
Partners' (CVHP) Ba2 bond rating affecting $65.7 million of rated
debt, consisting of the Series 1998 fixed rate and auction rate
certificates of participation (COP) issued through the California
Statewide Communities Development Authority. The outlook has been
revised to positive from stable. The rating affirmation reflects a
stronger balance sheet and relatively stable operating performance
through eight months of FY 2013. The positive outlook is based on
Moody's expectation that the current level of operating
performance will be sustained under management's financial
strategy and that the extension of the provider fee program will
further boost unrestricted liquidity.

Summary Rating Rationale:

The rating affirmation reflects continued strengthening of the
balance sheet through de-leveraging, a material increase in
unrestricted liquidity from the state provider fee program, and
revenue cycle improvements. Operating performance through eight
months of FY 2013 (excluding net payments under the state provider
fee program) remains relatively stable as a result of sustainable
cost reductions and despite volume declines and negative impacts
from Medicare sequestration and Medicare recovery audit contractor
(RAC) program.

The positive outlook is based on Moody's expectation that the
current level of operating performance and margins will be
sustained under management's detailed financial strategy. The
strategy is focused on financial sustainability through cost
management, reducing losses on Medi-Cal, and growth opportunities.
The proposed extension of the provider fee program will further
boost unrestricted liquidity which further supports a positive
outlook. The continued strengthening of the balance sheet will
provide increased financial flexibility and enable the system to
support future capital and growth plans while maintaining a
healthy balance sheet.

Strengths:

CVHP maintains leading inpatient market share of 31.9% in 2012 in
its primary services area in eastern Los Angeles County (based on
management provided data) followed by Kaiser with 11.9%. CVHP is a
sizable regional health system (nearly $400 million revenue base)
consisting of three acute care hospitals and a hospice/home health
care located in contiguous service areas (serving a population of
nearly one million).

CVHP is a significant beneficiary under the California provider
fee program as a large Medi-Cal provider (accounts for 28.5% of
gross revenues). The program has bolstered its cash position since
FY 2009. CVHP received a combined $52 million of net proceeds
under the initial phase (21-month program) and second phase (6-
month program). Under the third phase (30-month program) CVHP has
received $46 million of the $60 million to be received by December
31, 2013. Under the proposed three year extension of the program
that is waiting Center's for Medicare and Medicaid Services (CMS)
approval, CVHP estimates it will receive a net $114 million over
three years.

CVHP's operating performance and margins have remained relatively
stable through eight months of FY 2013 with a -0.6% operating
margin and a 4.5% operating cash flow margin compared to break
even operating margin and 5.0% operating cash flow margin in FY
2012.

Unrestricted cash balance increased to $160.4 million as of August
30, 2013, equating to an improved 160 days cash on hand, 233%
cash-to-direct debt and 174% cash-to-comprehensive debt.

CVHP has a largely fixed rate debt structure (66%). The system has
no swaps and operates a defined contribution pension plan which
limits demands on liquidity.

CVHP has a low debt load relative to its size measured by debt-to-
operating revenues of 18.1%. Debt coverage measures are stable
with Moody's adjusted maximum annual debt service coverage at 3.6
times and adjusted debt-to-cash flow at 2.9 times based on
annualized eight months of FY 2013.

Challenges:

CVHP has had a history of inconsistent and weak operating
performance reflective of a challenging payer mix and unfavorable
service area demographics characterized by high unemployment and a
growing aging population. Combined government (Medicare 44.2% and
Medi-Cal 28.5% of gross revenues) and self pay (6.1%) increased to
a high 78.7% of gross revenues through eight months FY 2013.

CVHP is reliant on supplemental government disproportionate share
funding to maintain positive operating cash flow. CVHP received a
total of$24 million of Medicare DSH payments and $8.0 million of
Medi-Cal DSH payments in FY 2012.

CVHP has a very high average age of plant of 19 years due to
accumulated deferred maintenance. The system was approved for the
extension of the seismic retrofit deadline to 2030. Capital
spending has increase in recent years and is expected to remain
elevated over the next two years for an estimated $35 million. The
projects are expected to be fully funded through operations.

CVHP operates in a highly competitive and fragmented southern
California healthcare marketplace with large tertiary providers
and independent physician groups. There is no state certificate of
need (CON) law.

The workforce is unionized with nearly 30% of employees
represented under collective bargaining organization, California
Nurses Association (CNA) (contract expires in May 2014)

Outlook:

The positive outlook is based on Moody's expectation that CVHP
will sustain current levels of operating performance as it
continues to implement and performance improvement initiatives.
The proposed extension of the provider fee program will further
increase unrestricted liquidity and provide additional financial
flexibility to support capital spending and future growth
opportunities.

What Could Make the Rating Go Up:

An upgrade will be contingent on the ability to sustain and
improve operating performance, maintain a strong balance sheet,
and participate in the continuation of the provider fee program
following approval from CMS.

What Could Make the Rating Go Down:

A downgrade will occur if operating performance shows a material
departure from current levels and debt service coverage measures
decline. A downgrade would also be considered if CVHP has new
large capital plans that will require a material increase in debt
and decline in liquidity. Unexpected new competitive pressures for
tertiary services can also be a factor in a rating downgrade if
performance is adversely impacted and market share erodes.


COCOPAH NURSERRIES: Court Confirms 2nd Amended Chapter 11 Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona confirmed on
Oct. 16, 2013, Cocopah Nurseries of Arizona, Inc., et al.'s Second
Amended Joint Chapter 11 Plan of Reorganization.  The Plan is
dated March 4, 2013.

As set forth in the Ballot Report, Classes 3.A, 3.B, 4.A, 4.B,
5.A, 5.B, 5.E, 5.F, 6, and 7 voted to accept the Plan.

A copy of the Confirmation Order is available at:

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

As reported in the Troubled Company Reporter on March 28, 2013,
the Court entered an order requiring the Debtors to amend the
disclosure statement attached to their proposed reorganization
plan to provide additional details.  The Court directed the Debtor
that the Second Amended Disclosure Statement must include a
detailed liquidation analysis.

As reported in the TCR on March 4, 2013, the Debtors' First
Amended Joint Chapter 11 Plan reflects the implementation of a
Transition Agreement, which generally provides for the sale of
substantial portions of the Debtors' assets (referred to as
"Transferred Property" under the Transition Agreement) for the
benefit of the Secured Lenders.

Specifically, the Plan provides that:

  * The Allowed Wells Fargo Secured Claims in Class 3.A
will be deemed satisfied by the transfer of the Transferred
Property pursuant to the Asset Sales and the Transition Agreement.
The Allowed Wells Fargo General Unsecured Deficiency Claims in
Class 3.B will be deemed satisfied in exchange for the Lender
Notes and Deficiency Notes to be issued by TreeCo pursuant to the
Transition Agreement.

  * The Allowed Rabobank Secured Claims in Class 4.A
will be deemed satisfied by the transfer of the Transferred
Property pursuant to the Asset Sales and the Transition Agreement.
The Allowed Rabobank General Unsecured Deficiency Claims in
Class 4.B will be deemed satisfied in exchange for the Lender
Notes and Deficiency Notes to be issued by TreeCo pursuant to the
Transition Agreement.

  * On the Effective Date, each holder of an Allowed General
Unsecured Claim in Class 6 will receive a Pro Rata beneficial
interest in the Unsecured Creditors' Trust, which will be vested
with the Trust Assets, including the GUC Note.

The Debtors estimate that the amount of Allowed General Unsecured
Claims will total approximately $4 to $7 million.  Based on such
estimate, recovery percentages for Allowed General Unsecured
Claims are estimated between 37.5% and 21.4%.

  * On the Effective Date, the holders of an Allowed Equity
Interests in Class 7 will provide or cause their Affiliates to
provide, the Affiliate New Equity Funding.  In consideration
therefor, the holders of Allowed Equity Interests will receive or
retain, as applicable, the TreeCo Equity Interests, subject to the
terms of the Restated Governance Documents.

A copy of the Disclosure Statement is available at:

            http://bankrupt.com/misc/cocopah.doc464.pdf

                     About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


CRESTWOOD MIDSTREAM: Moody's Assigns New $500MM Unsecured Notes B1
------------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Crestwood
Midstream Partners LP's proposed $500 million senior unsecured
notes due 2022. Use of proceeds will go towards partial funding of
the recently announced acquisition of Arrow Midstream Holdings,
LLC as well as repaying outstanding revolver borrowings. The
outlook is stable.

On October 7, 2013, Inergy Midstream, L.P. (NRGM) completed the
acquisition of Crestwood Midstream Partners LP and assumed all of
latter's debt. As part of the acquisition, NRGM changed its name
to Crestwood Midstream Partners LP. The general partner (GP) of
Crestwood is Crestwood Equity Partners LP (CEQP, f.k.a Inergy,
L.P., unrated). Crestwood Holdings (Holdings, B2 stable) is the GP
and owns 29% limited partner (LP) interest of CEQP and a 12% LP
interest in Crestwood.

On October 10, 2013, Crestwood announced the acquisition of Arrow
for $750 million. Arrow owns substantial crude oil, natural gas
and water gathering systems in the Bakken Shale, approximately 60
miles away from Crestwood's COLT Hub crude rail and pipeline
terminal. This transaction will be funded with $500 million of
equity and $250 million of debt. This transaction is expected to
close by the end of 2013.

Issuer: Crestwood Midstream Partners LP

Assignments:

$500 million Senior Unsecured Notes due 2022, Assign B1 (LGD4-68%)

Ratings Rationale:

The B1 rating on the company's senior unsecured notes reflects
both the overall probability of default of Crestwood, to which
Moody's assigns a PDR of Ba3-PD, and a loss given default of LGD 4
(68%). Crestwood has a $1 billion senior secured revolving credit
facility. The size of the potential priority claim to the assets
at Crestwood relative to the senior unsecured debt outstanding
results in the unsecured debt being rated one notch beneath the
Ba3 CFR under Moody's Loss Given Default Methodology.

Crestwood's Ba3 CFR reflects the increased scale, large geographic
diversification and high proportion of fee-based contracts of the
combined company consisting of NRGM and Crestwood Midstream. The
rating is restrained by the lack of track record as a combined
company and high likelihood of further acquisitions, which will
need to be integrated into Crestwood and will involve an increase
in debt. The ratings also consider the large amount of
consolidated debt and the moderate level of structural complexity
within the entire Crestwood family (including Holdings, CEQP, and
Crestwood). The Crestwood family has gathering and processing
operations in the Bakken, Niobrara, Barnett, Granite Wash,
Haynesville and Marcellus shales. It also has numerous NGL
facilities and natural gas storage facilities in the Eagle Ford,
Devonian, Marcellus and Utica Shale. This increased scale, along
with 85% of the margins being fee-based, will help improve and
diversify Crestwood's cash flow stream going forward. The Arrow
acquisition will be beneficial to the company's COLT Hub
operations in the Bakken, since the assets at Arrow will provide
an ongoing supply of crude to the COLT Hub in North Dakota.

Following the closing of the merger between Crestwood and NRGM,
the Crestwood family has several pieces of debt at different
entities, creating structural subordination issues. Crestwood has
a $1 billion secured credit facility and $1.35 billion of senior
unsecured notes (including the $500 million of proposed senior
notes) that are closest to most of the cash flow generating
assets. A portion of the cash flows at Crestwood will flow up to
CEQP and Holdings to support debt payments at those levels.
Moody's consolidates the debt and net EBITDA at Holdings and CEQP
within leverage metrics for Crestwood to get an overall Crestwood
family Debt/EBITDA of 6.2x at June 30, 2013 pro-forma for NRGM and
Crestwood Midstream combination. However, incorporating 2014
EBITDA contribution from Arrow and acquisition financing related
debt, Moody's expects Crestwood family leverage to get below 5x
within the next 12-15 months.

The stable outlook reflects Moody's view that Crestwood will need
to successfully integrate and run the disparate assets which form
its now meaningfully larger and more diversified footprint, while
absorbing the newly acquired Arrow assets into its asset
portfolio. The ratings may be upgraded if the new portfolio
generates enough EBITDA growth to reduce leverage materially while
benefitting from Crestwood's improved presence in the major oil
and natural gas producing basins, Specifically, an upgrade could
be considered if consolidated leverage approaches 4.0x with
expectations of remaining around that level. The ratings may be
downgraded if leverage levels rise above 7.0x, if operational or
integration issues plague Crestwood, if its acquisition strategy
becomes aggressive, or if production backdrop in the regions it
operates dramatically shifts negatively.


CRESTWOOD MIDSTREAM: S&P Assigns 'BB' Rating to $500MM Sr. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB' issue
rating and '4' recovery rating to Crestwood Midstream Partners
L.P.'s and Crestwood Midstream Finance Corp.'s $500 million senior
unsecured notes offering due 2022.  The partnership intends to use
net proceeds to fund the acquisition of Arrow Midstream and to
repay outstanding revolving credit facility borrowings.

Houston-based Crestwood Midstream Partners is a midstream energy
master limited partnership.  S&P's corporate credit rating on
Crestwood Midstream Partners is 'BB', and the outlook is stable.

RATINGS LIST

Crestwood Midstream Partners L.P.
Corp credit rating                     BB/Stable/--

New Ratings
Crestwood Midstream Partners L.P.
Crestwood Midstream Finance Corp.
$500 mil sr unsecd notes due 2022      BB
  Recovery rating                      4


CROWN CASTLE: Fitch Affirms 'BB' Issuer Default Ratings
-------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of
Crown Castle International Corp. and its subsidiaries at 'BB'. In
addition, Fitch has affirmed the long-term debt ratings of Crown
and its subsidiaries as follows:

Crown Castle International Corp. (CCIC)
-- IDR at 'BB';
-- Senior Unsecured Debt at 'BB-'.

Crown Castle Operating Company (CCOC)
-- IDR at 'BB';
-- Senior Secured Credit Facility at 'BB+'.

CC Holdings GS V LLC (GS V)
-- IDR at 'BB';
-- Senior Secured Notes at 'BBB-'.

The Rating Outlook is Stable.

The affirmation follows the announcement by Crown that it will
acquire, or acquire rights to, up to 9,708 towers from AT&T Inc.
for $4.85 billion. Crown will have the exclusive right to lease
and operate 9,066 towers for an average weighted lease term of 28
years. Crown will also acquire 642 additional sites. Crown will
have the option to purchase the leased towers from AT&T at the end
of the respective lease terms, ranging from 2032 to 2048, for
aggregate option payments of up to $4.2 billion.

Crown anticipates funding the acquisition with cash on hand, $1.4
billion of debt, including available revolver capacity, and
through the issuance of equity and mandatory convertible preferred
stock. On a pro forma basis, Fitch believes leverage will not be
materially different from reported gross leverage of approximately
6.2x for the last twelve months ending Sept. 30, 2013. This is
slightly above Fitch's current range for Crown's 'BB' rating.

Key Rating Drivers

Crown's ratings are supported by the strong recurring cash flows
generated from its leasing operations, the robust EBITDA margin
that should continue to increase as a result of new lease-up
opportunities, and the scale of its tower portfolio. Crown's
primary focus on the U.S. market, compared with seeking growth in
emerging markets, reduces operating risk. These factors lend
considerable stability to cash flows and lead to a lower business
risk profile than most typical corporate credits.

A key factor in future revenue and cash flow growth for Crown, as
well as the rest of the tower industry, is the growth within
mobile broadband. Growth in 4G services will drive amendment
activity and new lease-up revenues from the major operators,
leading to at least midsingle-digit growth prospects for the next
couple of years.

Crown will convert to a real estate investment trust (REIT) for
tax purposes on Jan. 1, 2014. The company does not anticipate
making an accumulated earnings and profits distribution in order
to convert to a REIT. The company has indicated its initial annual
dividend will be $1.40 per share. Including common shares issued
to fund the AT&T transaction, Fitch estimates the cash dividend
will approximate $460 million in 2013. Fitch believes the company
will have flexibility to manage its leverage as a REIT over the
next several years, as its $2.7 billion net operating loss
carryforwards will allow it to manage required REIT distributions.

Fitch expects Crown to deleverage through a mix of cash flow
growth and debt reduction over the course of 2014. This should
improve credit protection measures back within rating
expectations. Fitch projects leverage based on full year EBITDA to
be approximately 6x or lower by the end of 2014.

Crown has meaningful FCF generation, balance sheet cash, and
favorable maturity schedule relative to available liquidity. Cash,
excluding restricted cash, was $219 million as of Sept. 30, 2013.
For the LTM period FCF was approximately $543 million. Crown spent
$543 million on capital during this period with a significant
portion allocated for land purchases, which is discretionary in
nature.

CCOC had drawn $255 million on its $1.5 billion senior secured
revolving credit facility maturing in 2017 as of Sept. 30, 2013.
The financial covenants within the credit agreement include a
total net leverage ratio of 6.0x, and consolidated interest
coverage of 2.5x. The financial leverage covenant has an
additional stepdown to 5.5x in March 2014. The credit agreement
also has security fallaway provisions in the event Crown achieves
investment grade ratings.

For 2013, Crown expects adjusted funds from operations of
approximately $1.23 billion to $1.235 billion. Contractual
maturities over the remainder of 2013 are nominal and for 2014 and
2015 are $102 million and $114 million, respectively. Common stock
repurchases have been scaled back significantly compared to past
levels and were less than $100 million for the last twelve months.

Rating Sensitivities

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

-- If Crown does not issue the common or preferred equity in
   the expected proportion and a timely matter in the AT&T
   transaction, the use of additional debt to close the AT&T
   transaction could result in a negative action;

-- If Crown does not deleverage the company below 6x by year-
   end 2014; or

-- If Crown makes additional material acquisitions that are
   debt financed.

Positive: Longer term, Crown may consider lowering its leverage
target, which could lead to an upgrade. In Fitch's view, if the
company operated in the 5.0x - 5.5x range, an upgrade could be
considered.


D&L ENERGY: Committee Wants Rights Preserved in Sale Process
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of D & L Energy, Inc., et al., filed with the Bankruptcy
Court a limited objection to the Debtors' motion to approve
bidding procedures that will govern the sale of substantially all
of the Debtors' assets.

The Committee supports the Debtors in moving toward a sale
timeline that will result in a quick and efficient sale process.
However, the rights of creditors must be preserved throughout the
sale process, the Committee said.

                         Other Objections

Like the Committee, the U.S. Trustee also expressed reservations
over the proposed sale.  In his objection filed Oct. 10, U.S.
Trustee Daniel M. McDermott said the Debtors' motion is silent as
to what marketing efforts were done by SS&G Parkland Consulting
LLC for the sale of the assets and business operations.  The U.S.
Trustee also said that it does not know and cannot anticipate what
might be included in buyer protections but does object to any
buyer protections being approved at this time, especially if these
protections include a break-up fee.

In a separate filing, Atlas Resources, LLC, successor by merger to
Atlas Resources, Inc., objected on a limited basis and requested
that the Court, among other things:

   1. acknowledge Atlas' right of first refusal under the Joint
Venture Agreement, require the Debtors comply with the
requirements of the Joint Development Agreement, incorporate
Atlas' right of first refusal into the bid procedures regarding
any potential sale of assets that are the subject of the Joint
Venture Agreement; and

   2. require any bidder who bids on the assets that are the
subject of the Joint Venture Agreement to separately allocate the
value they place on the assets.

On Oct. 12, the Debtors responded to the U.S. Trustee's objection.
The Debtors explained that there is sufficient and satisfactory
evidence of SS&G Parkland's marketing efforts which would allow
parties in interest to make a determination as to whether a sale
at this time would meet the requirements of Section 363 of the
Bankruptcy Code and would be in the best interests of the estate
and its creditors.

The Debtors also added that the U.S. Trustee appeared to have
concern over the possibility that the order approving the Debtor's
bid procedures motion would contain a blanket buyer protection
clause.  The Debtor believes that this concern is ill-founded at
this time for the reason that the Debtor is not currently seeking
Court approval of any stalking horse designation, or for that
matter any buyer protections which would be afforded to the
stalking horse.

                          The Sale Motion

As reported in the Troubled Company Reporter on Oct. 1, 2013, the
Debtors contemplated these schedules for the auction and sale
hearing:

  Nov. 13, 2013, at 10:00 a.m.  -- Date of Auction Sale
  Nov. 19, 2013, at 10:00 a.m.  -- Date of Sale Hearing

Persons desiring to object to the sale motion must file a written
objection with the Bankruptcy Court no later than Nov. 8, 2013, at
5:00 p.m.

The Debtors propose to file the cure claim notice to parties to
the executory contracts or unexpired leases that are or may be
assumed and assigned on or before Nov. 1, 2013.  Any objection to
a scheduled cure amount will be filed on or before Nov. 12, 2013,
at 5:00 p.m.

The Debtors propose these Bid Procedures:

     1. All bids will be in writing and must be delivered to the
Debtor's financial advisor, Mark D. Kozel, SS&G Parkland
Consulting, LLC, 32125 Solon Road, Solon, Ohio 44139, so as to be
received by or before 5:00 p.m. on Nov. 1, 2013.

    2. The Debtors, in consultation with the Committee, will have
the right to reject any and all bids in its reasonable discretion.

    3. Within 24 hours of the conclusion of the Auction, the
Debtors, in consultation with the Committee, will determine and
announce the highest and best bid or bids submitted at the Auction
constituting the superior bid (the "Prevailing Bid(s).

    4. Within 24 hours following the announcement of the
Prevailing Bid(s), unless and to the extent otherwise agreed by
the Debtors, in consultation with the Committee, the Successful
Bidder(s) will complete and execute an asset purchase agreement
substantially in the form of the Proposed APA, and in form and
substance reasonably acceptable to the Debtors memorializing,
among other things, the amount of the Prevailing Bid.

    5. All of the Assets will be transferred "as is."

    6. The Debtors will have the right to designate one or more
Stalking Horse Purchaser(s) with respect to the proposed Sale of
the Assets on terms and conditions acceptable to the Debtors in
consultation with the Committee, including, but not limited to,
reasonable overbid protection, reasonable expense reimbursement
and/or breakup fee, and/or any other customary buyer protection.

A copy of the proposed bid procedures is available at:

      http://bankrupt.com/misc/D&L.proposedbidprocedures.pdf

                       About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.  Brian T. Angeloni, Esq., Kathryn A. Belfance,
Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at
Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and
Walter Haverfield, LLP, is the environmental counsel.  SS&G
Parkland Consulting, LLC, serves as financial advisor and
investment banker.

According to the Troubled Company Reporter on Oct. 22, 2013, the
Debtor disclosed in its amended schedules, $40,615,677 in assets
and $6,187,217 in liabilities as of the Chapter 11 filing.

Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.  Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq.,
at Squire Sanders (US) LLP, represent the Creditors Committee as
counsel.  BBP Partners LLC serves as its financial advisors.


D&L ENERGY: Huntington Bank Seeks Stay Relief to Recoup $25,000
---------------------------------------------------------------
The Huntington National Bank asks the Bankruptcy Court to vacate
the automatic stay in the Chapter 11 cases of D & L Energy, Inc.,
et al., to exercise its rights with respect to certain collateral,
namely a deposit account with the bank.

On Aug. 12, 2008, Huntington issued an Irrevocable Standby Letter
of Credit for the account of the Debtor in the amount of $25,000
in favor of the Pennsylvania Department of Environmental
Protection, Bureau of Oil and Gas Management.

Due to defaults in other obligations of the Debtor to Huntington,
the bank elected not to renew the Letter of Credit and so notified
DEP by letters dated March 14, 2013, and March 9, 2013.

Despite the notice, the Debtor made a draw upon the entire balance
of the Letter of Credit ($25,000).

Huntington asserts that cause exists to lift the automatic stay
because the Debtor is in default under the reimbursement agreement
for failure to pay Huntington the amount of the DER Draw and
Huntington wishes to set off the account in Huntington has a
perfected security interest.

                       About D & L Energy

D & L Energy, Inc., based in Youngstown, Ohio, was formed by David
DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a
conventional oil and gas well operator and producer, primarily
targeting oil and gas reserves in the Clinton Sandstone formation
throughout Northeast Ohio and Northwest Pennsylvania.  D&L
currently has three (3) shareholders, Ben Lupo (80.76%
shareholder), Susan Faith (15% shareholder), and Holly Serensky
Lupo (4.24% shareholder).  Nicholas C. Paparodis is the acting CEO
and President of D&L.  Kathy Kaniclides is the acting Secretary
and Treasurer of D&L.  Currently, Serensky Lupo is the sole
director of D&L.

Petroflow, Inc., is an Ohio corporation which is a wholly owned
subsidiary of D&L.  Originally intended to operate as the
"drilling arm" of D&L, Petroflow ceased all operations prior to
the filing of these bankruptcy matters.  Petroflow has no current
income, no bank accounts, and no employees.  Paparodis is the
president, CEO and sole director of Petroflow.

D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D.
Ohio Lead Case No. 13-40813) on April 16, 2013.  Judge Kay Woods
oversees the case.  Brian T. Angeloni, Esq., Kathryn A. Belfance,
Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at
Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and
Walter Haverfield, LLP, is the environmental counsel.  SS&G
Parkland Consulting, LLC, serves as financial advisor and
investment banker.

The Troubled Company Reporter reported on Oct. 22, 2013, the
Debtor disclosed in its amended schedules, $40,615,677 in assets
and $6,187,217 in liabilities as of the Chapter 11 filing.

Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven
creditors to serve in the Official Committee of Unsecured
Creditors.  Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq.,
at Squire Sanders (US) LLP, represent the Creditors Committee as
counsel.  BBP Partners LLC serves as its financial advisors.


DALLAS ROADSTER: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Dallas Roadster Limited filed with the U.S. Bankruptcy Court for
the Eastern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property             $2,850,000.00
  B. Personal Property          6,209,919.00
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $3,650,000.00
  E. Creditors Holding
     Unsecured Priority
     Claims                                              0.00
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      2,373,538.87
                               -------------    -------------
        TOTAL                  $9,059,919.00    $6,023,538.87

A full-text copy of Dallas Roaster's Schedules may be accessed for
free at http://is.gd/QGYrg8

           About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DETROIT, MI: Judge Hears Arguments on Sanctity of Pensions
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the bankruptcy judge in Detroit heard lawyers argue
on Oct. 21 on issues that could bar the city as a matter of law
from using Chapter 9 municipal bankruptcy.  A focus of attention
was on a provision in the Michigan constitution which workers
interpret to mean that pensions can never be reduced under any
circumstances.

According to the report, the Detroit city council rejected a
proposal by the emergency manager to borrow $350 million to
terminate swap agreements. The manager can go ahead with the loan
unless the council adopts an alternative proposal within seven
days.

The bankruptcy judge begins another multiday hearing on Oct. 23 to
resolve factual disputes on issues dealing the city's eligibility
for bankruptcy. The hearings so far dealt with so-called legal
questions where there were no factual disputes.

                    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: Retirees Sue to Rescind Health-Care Benefit Cuts
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that representatives of 24,000 retired Detroit city
workers started a lawsuit in bankruptcy court on Oct. 22 aimed at
forcing the emergency manager to rescind a reduction in retirees'
health-care benefits.

According to the report, the complaint alleges that the 83 percent
reduction in benefits violates the Michigan state constitution.

After the municipal bankruptcy filing in July, the manager cut
funding for retiree health care to $30 million from $180 million,
according to the complaint, the report related.

The bankruptcy judge begins a multiday hearing on Oct. 23 to
resolve factual disputes related to the question of whether
Detroit is eligible for municipal debt arrangement under Chapter 9
of federal bankruptcy law.

Detroit began the country's largest-ever Chapter 9 municipal
bankruptcy in July with $18 billion in debt. Debt includes $5.85
billion in special revenue obligations, $6.4 billion in post-
employment benefits, $3.5 billion for under-funded 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.

The new lawsuit is Official Committee of Retirees of the City of
Detroit v. City of Detroit, 13-05244, U.S. Bankruptcy Court,
Eastern District of Michigan (Detroit).

                    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: Mayoralty Race Poses Question of Power
---------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
as the city of Detroit approaches a mayoral election, the two
candidates are clashing over whether they would work with its
powerful emergency manager -- a quandary that has raised the
larger question of how much the mayor matters amid the nation's
largest municipal bankruptcy case.

According to the report, a stark difference between the candidates
-- county sheriff Benny Napoleon and former hospital executive
Mike Duggan -- was outlined during their first televised debate,
which aired on Oct. 20.

Both mayoral candidates say they oppose the state's emergency-
manager law, which has allowed Michigan's governor to appoint
overseers in five cities and three school districts, including
Detroit, the report added.

Mr. Duggan said he would like to serve as a kind of chief
operating officer under Emergency Manager Kevyn Orr, the report
further related.  "I'm going to engage the emergency manager,"
said Mr. Duggan, who was also a former county prosecutor. "I'm not
going to attack him."

                    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.


DEWEY STRIP: Seeks Extension of Plan Filing Period Until Jan. 6
---------------------------------------------------------------
Dewey Strip Holdings, LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend the Debtors' exclusive
periods to file and solicit acceptances of a Plan until Jan. 6,
2014, and March 7, 2014, respectively.

According to the Debtors, the "modest" extension of the exclusive
periods will afford them and their stakeholders an adequate
"runway" to follow through on the plan process in the event that
any course corrections are warranted, without the risk of the
substantial additional costs and disruption that could follow an
expiration of either of the exclusive periods.

Further, the Debtors tell the Court that there are unresolved
contingencies during their initial exclusive periods that they
continue to work to resolve, including through the proposed Plan.

As reported in the TCR on Sept. 25, 2013, the Debtors filed with
the Bankruptcy Court for the District of Delaware on Sept. 10,
2013, a joint plan of reorganization and accompanying disclosure
statement.

On the Confirmation Date, Manchester Leasing Inc. will make a cash
capital contribution to each Reorganized Debtor in an amount
sufficient to pay in full all unclassified claims (administrative
and priority claims).

The Plan classifies five claim classes -- Class 1 Senior Secured
Claim of Senior Secured Lenders; Class 2 Junior Lien Claim of
Junior Lienholders; Class 3 General Unsecured Claims; Class 4
Unsecured Affiliate Claims of each of the Debtors; and Class 5
Equity Interest Holders.

Holders of Class 2 through 5 Claims will receive no distribution
under the Plan.  Only the Class 2 Secured Lenders Claim will be
entitled to vote on the Plan.  As of the Petition Date, the Senior
Secured Lenders have a $215,000,000 claim against the Debtors.

The Plan was signed by Martin H. Walrath, IV.  A full-text copy of
the Disclosure Statement dated Sept. 9, 2013 is available for free
at http://bankrupt.com/misc/DEWEYSTRIP_DSSept9.PDF

                      About Dewey Strip

Las Vegas, Nevada-based Dewey Strip Holdings LLC and Las Vegas
North Strip Holdings Syndications Group LLC sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11479 and 13-11480) on
June 7, 2013, in Delaware, without stating a reason.

Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and at
least $100 million in liabilities.  In its schedules, Dewey Strip
Holdings disclosed $35,000,000 and $243,573,461 in liabilities as
of the Petition Date.

The petitions were signed by Martin H. Walrath, IV, vice-president
of International Property Syndications, Ltd., as manager and sole
member.

Neal L. Wolf, Esq., Mohsin N. Khambati, Esq., John A. Benson, Jr.,
Esq., Michael R. Wanser, Esq. and Sandy Holstrom, Esq. of Neal
Wolf & Associates, LLC, act as bankrupty counsel to the Debtors.
Steven K. Kortanek, Esq., Thomas M. Horan, Esq., and Ericka F.
Johnson, Esq., at Womble Carlyle Sandridge & Rice, LLP, serve as
co-counsel.


DIGERATI TECHNOLOGIES: Rhodes to Appeal Venue Transfer Ruling
-------------------------------------------------------------
Creditor and equity holder Rhodes Holdings, LLC, and Sonfield &
Sonfield, P.C., Robert L. Sonfield, Jr., Robert C. Rhodes, William
E. McIlwain, and WEM Equity Investments, Inc., parties-in-interest
have filed papers asking the Bankruptcy Court to (i) determine
that order denying motion to transfer venue of the Chapter 11 case
of Digerati Technologies, Inc., is a final, appealable order; or,
in the alternative, (ii) for leave to appeal order denying motion.

On June 27, 2013, Rhodes Holdings requested that the Court
transfer venue of the bankruptcy case to the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division.

On Aug. 21, 2013, the Court orally announced its findings of fact
and conclusions of law on the venue motion on the record in open
court.  On Sept. 30, 2013, the Court entered its order denying
Rhodes Holding's motion to transfer venue.

Rhodes Holding et al. intend to appeal the order, which
incorporates the ruling, on the grounds that, among other reasons,
the Court improperly relied principally upon an exhibit that was
never offered by any party, but rather was admitted by the Court
sua sponte after conclusion of the hearing.

                     About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.

Digerati Technologies, Inc.'s Plan of Reorganization dated
Sept. 27, contemplates the creation of a grantor trust and the
sale of Dishon Disposal Inc. and Hurley Enterprises, Inc.  Dishon
is a waste disposal facility, focusing on solid and liquid wastes
from oil field and drilling processes. Hurley is also an oil field
support services company that functions as a drilling site service
company, with multiple service and rental lines of revenue.


DTF CORP: May Sell Stake in Hospital Privado de Monterrey
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas on
Oct. 11, 2013, authorized the sale of DTF Corporation's interests
in Hospital Privado de Monterrey, S.A. de C.V. ("Privado Stock")
to Purchaser Grupo Angeles Servicios de Salud, S.A. de C.V. free
and clear of all liens, claims, encumbrances, and interests of
Minerva Interests, Ltd., and any other person asserting any such
liens, claims, encumbrances, or interests, as filed with the
Bankruptcy Court on Sept. 5, 2013.

The Court also approved the Debtor's participation in the
transactions to be consummated under the Acquisition Agreement
among the Debtor, International Hospital Corporation Holding, N.V.
("IHC Holding Company"), and the Purchaser, and the execution by
the Debtor of all documents required or deemed necessary to close
the transactions.

As reported in the TCR on Sept. 13, 2013, the Debtor is 100% owned
by IHC Holding Company, a Netherlands limited liability
corporation that is directly or indirectly owned by a number of
individuals or entities.  Gary B. Wood is a director and the Chief
Executive Officer of both the Debtor and IHC Holding Company.

The Purchaser will pay an aggregate purchase price of
$72.5 million in exchange for the various assets it is receiving
in the acquisition transactions, including the stock of Consorcio
Mexico and the Privado Monterrey Stock.

A copy of the terms of the sale is available for free at
http://bankrupt.com/misc/DTFCORP-sale.pdf

                       About DTF Corporation

DTF Corporation, f/k/a International Hospital Corporation, filed
for Chapter 11 bankruptcy (Bankr. N.D. Tex. Case No. 11-37362) on
Nov. 21, 2011.  In its schedules, the Debtor disclosed $28,692,980
in assets and $38,947,695 in liabilities.  The petition was signed
by Gary B. Wood, CEO and director.  Judge Stacey G. Jernigan
presides the case.  John P. Lewis, Jr., Esq., at the Law Office of
John P. Lewis, Jr., in Dallas, represents the Debtor as counsel.

The Debtor proposed a Plan that depends entirely on the
consummation of a recapitalization transaction involving its
parents and its corporation group.

The Estate of Michael H. Jordan filed an alternative plan of
reorganization to the plan of reorganization which provide a
resolution to the Debtor's bankruptcy case even if the proposed
recapitalization transaction does not close.  Under the Jordan
Estate Plan, if the refinancing transactions close and fund as
expected, the Parent Company will use a portion of the proceeds
of those transactions to fund the Jordan Estate Plan in an amount
sufficient to pay all Allowed Claims in full, including the claims
filed by Minerva Partners, Ltd.; Walter O'Cheskey, as Trustee of
the AHF Liquidating Trust; the Jordan Estate; ViewPoint Bank, NA;
Plains Capital Bank, BOKF, N.A. d/b/a Bank of Texas, NA; and all
creditors holding Allowed Priority Claims.

No trustee or creditors committee has been appointed in the case.


DUFF & PHELPS: Moody's Lowers CFR & Sr. Secured Loan Rating to B2
-----------------------------------------------------------------
Moody's Investors Service has downgraded Duff & Phelps
Corporation's Corporate Family Rating and senior secured term loan
and revolving credit facility ratings to B2 from B1. The outlook
for the ratings is stable. Action follows the company's
announcement that it is seeking to increase its term loan by $135
million and use the proceeds to fund a $131 million distribution
to its shareholders. The company has also indicated that it
recently paid $19 million towards reducing its Tax Receivable
Agreement (TRA) liability at a significant discount to the gross
obligation.

Ratings Rationale:

The one-notch downgrade reflects the adverse effect of the
significantly increased debt on the company's creditworthiness,
which out-weighs the positive effects of the better than expected
operating results and cost savings the company has achieved in
2013 and the benefit of repaying part of the debt-like TRA
liability at a significant discount to par.

Duff & Phelps expects to arrange the incremental increase to its
term loan based upon the same terms and conditions that are in
effect under its existing $349 million term loan. The transaction
is expected to be completed on October 31.

After the incremental term loan increase has been executed,
Moody's estimates that the company's debt/EBITDA ratio would be
6.7x at year-end 2013, and its interest coverage would be 3.1x for
fiscal 2013. (Moody's treats the net present value of the
remaining TRA liability as a debt-like obligation, and also
capitalizes the company's operating lease obligations.)

The B2 ratings and stable outlook reflect the company's franchise
as a well-established provider of a broad range of financial
advisory services to a diversified client base. The company has
produced consistent growth in revenue and operating profitability,
partially attributed to the success of various bolt-on
acquisitions made in recent years. There have been no evident
significant draw-backs in operating performance resulting from the
company's transition from public to private ownership, and fee
rates have generally improved. Management has demonstrated its
ability to achieve these results whilst also making significant
cost savings since going private, the majority of which have
already been realized. It benefits from a high level of repeat
business with its customers and a variable cost structure that has
resulted in relatively stable consolidated operating margins
throughout the economic cycle when compared to most similarly
rated peers. The ratings are constrained mainly by the company's
debt leverage metrics, aggressive financial policies and its
smaller scale compared to some of its competitors.

Over time the B2 ratings might be changed upwards should the
company continue to achieve solid revenue growth and operating
performance metrics, and the owners demonstrate a reduced appetite
for additional leveraged distributions going forward. On the other
hand, the ratings could be changed downwards should the company's
debt leverage metrics worsen (through adverse operating
performance, further significant ownership distributions or other
factors), it commences to put its capital at risk in its
investment banking activities, or should a core group of managing
directors and/or client service professionals leave the company.

Moody's originally assigned Duff & Phelps a corporate family
rating of B1 with a stable outlook in February 2013, with the same
rating and outlook assigned to the senior secured term loan (which
had an original amount outstanding of $349 million) and a $75
million revolving credit facility (which has not been utilized to
date). The company was taken private in April 2013 using the
proceeds of the term loan, together with $313 million of equity
contributed by a consortium of private equity firms, led by The
Carlyle Group and Stone Point Capital LLC, and by the management
team and employees.  According to Bloomberg, the consortium also
included Pictet & Cie. and Edmond de Rothschild Group.


DUFF & PHELPS: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on U.S. advisory firm Duff & Phelps Corp.  The
outlook is stable.

In addition, S&P affirmed its 'B' issue-level rating and '3'
recovery rating on the company's senior secured debt following the
company's proposal to put in place an incremental $135 million
senior secured term loan.

"Our 'B' corporate credit ratings on Duff & Phelps is based on our
assessment of the company's business risk profile as "fair" and
its financial risk profile as "highly leveraged."  We base our
business risk assessment on Duff & Phelps' position as a midsize
advisory firm and investment bank that primarily operates in a
highly competitive national marketplace.  It has a well-recognized
brand name and a good reputation in the market, with a market-
leading share in valuation advisory services.  The company
provides services through three operating segments: financial
advisory, alternative asset advisory, and investment banking.  The
company has a diverse offering of niche services that contributes
to relatively stable operating performance over the business
cycle.  The company is highly leveraged, with an adjusted debt-to-
EBITDA ratio of 7.2x as of June 30, 2013, pro forma for its
leveraged buyout and the proposed debt financing," S&P said.

"Revenues are primarily transaction-based. Yet, the diversity of
advisory services and clients leads to fairly stable revenues
through the business cycle and supports Duff & Phelps' business
risk profile.  Total revenues were $469 million in 2012, up 22.2%
for the year, benefitting from both a number of small acquisitions
and organic growth.  The company suffered only an 8.5% dip
(adjusted for acquisitions) in total revenues during the 2008-2010
recession.  A key factor behind the stability of revenues is that
Duff & Phelps has a mix of pro-cyclical, countercyclical, and
noncyclical businesses.  In addition, some businesses, like
alternative asset advisory, generate recurring assignments.
Furthermore, there are several secular trends, such as greater
transparency and more fair value accounting in audited financial
statements that are spurring demand for Duff & Phelps' services,"
S&P added.

The client base includes one-third of S&P 500 companies, plus
leading private equity, accounting, and law firms.  Two-thirds of
revenues came from repeat/recurring clients in 2012.  There is no
concentration among clients; the largest client represented less
than 3.5% of total revenues in 2012.  While these are all positive
attributes, the company does not approach the scale of several of
its competitors.


EARL SIMMONS: Rapper DMX Faces Dismissal of Third Bankruptcy
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that rapper Earl Simmons, better known by his stage names
DMX or Dark Man X, should have his third bankruptcy dismissed,
just like the two that came before, according to papers filed by
the U.S. Trustee.

According to the report, Simmons filed for Chapter 11 protection
in July, owing more than $1.3 million in child support.

At a Dec. 5 hearing, the Justice Department's bankruptcy watchdog
will tell the judge how Simmons failed to appear at his required
meeting of creditors, failed to show proof of insurance for his
real estate, hasn't produced income tax returns, and made
inconsistent representations about his income and assets, the
report related.

Other than about $1,700 of monthly income, Simmons's official
statement says his income is "unknown." Another statement shows
monthly expenses of about $5,200.

Simmons's official lists of assets and debt show property with a
value of $1.4 million and liabilities totaling $2.3 million. At
the outset, he listed a home in Mt. Kisco, New York, with a
$434,000 mortgage. The official lists filed later show no owned
real estate.

Meanwhile, Jacqueline Palank, writing for The Wall Street Journal,
reported that U.S. Trustee Tracy Hope Davis asked the judge to
convert the Chapter 11 case to a Chapter 7 liquidation, or dismiss
the case altogether.  "The debtor's actions have eroded the
confidence of the Office of the United States Trustee and others
that the debtor will be candid in the disclosure of his assets,"
Ms. Davis wrote in court papers filed on Oct. 18.


EASTMAN KODAK: Managers Lose Bonus After 5% Recovery
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg, reported
that Eastman Kodak Co.'s crisis managers lost out on $7.5 million
in bonuses because unsecured creditors received a disappointing
recovery in the photography pioneer's bankruptcy.

According to Mr. Rochelle, when Rochester, New York-based Kodak
sought Chapter 11 relief in January 2012, it hired James
Mesterharm as chief restructuring officer and Rebecca Roof as
interim finance chief.  In addition to hourly fees as high as
$970, Mesterharm and Roof, both from AP Services Inc., were
entitled to bonuses that could have totaled as much as an
additional $10.5 million.

Because unsecured creditors recovered no more than 5 percent, the
two officials didn't qualify for a "value recovery" fee that could
have totaled $7.5 million for full payment and $1.5 million for 30
percent, Mr. Rochelle pointed out.

Kodak emerged from Chapter 11 reorganization in early September,
putting the managers in line for a $3 million completion fee.

A court hearing is set for Nov. 19 to consider approval of that
fee. Kodak's chief bankruptcy lawyers from Sullivan & Cromwell LLP
will also seek final approval of $63 million in compensation, or
about $3.3 million a month.

Unsecured creditors with $1.6 billion to $2.2 billion in claims
were projected in the disclosure statement describing Kodak's
reorganization plan to recover 4 percent to 5 percent.

Kodak listed $5.1 billion in assets and $6.75 billion in debt.
Liabilities for borrowed money, totaling $1.6 billion, included
$100 million on a first-lien revolving credit and $96 million in
outstanding letters of credit. Initially, other liabilities
included $750 million in second-lien notes, $406.1 million in
convertible notes and $252.4 million in senior unsecured notes.
Trade debt was $425 million.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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

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

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


EDISON MISSION: Cites "Model" Reorganization in Exclusivity Bid
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that independent power producer Edison Mission Energy
described its Chapter 11 reorganization, begun 10 months ago, as a
"model of value-maximization, consensus-building, and positive
steps."

According to Mr. Rochelle, EME made the statement in papers filed
at the end of last week seeking an expansion of the exclusive
right to propose a Chapter 11 plan. If approved by the bankruptcy
court in Chicago at a hearing on Oct. 24, the exclusivity period
will be extended for the full 18 months allowed by Congress.

The company's statement was backed up by papers filed
simultaneously last week seeking approval of NRG Energy Inc.'s
agreement to buy most of the business and sponsor a reorganization
plan. NRG is the largest independent electricity producer in the
U.S.

EME said that the tentative arrangement with NRG is supported by
"all of the debtor's major stakeholders," including the official
creditors' committee and holders of 45 percent of the senior
unsecured notes.

The company said it intends to file the formal Chapter 11 plan by
Nov. 15.

NRG will buy most of the assets for $2.29 billion, including $2.64
billion in cash and $350 million in stock. The outline of a
Chapter 11 plan calls for payment of secured claims, with
unsecured creditors getting the net sale proceeds plus ownership
of the remainder of EME, including the right to prosecute
lawsuits.

At the Oct. 24 hearing, the bankruptcy court will fix a date for
approval of the plan-sponsorship agreement, which entails a
schedule for the sale.

EME's $1.2 billion in 7 percent senior unsecured notes maturing in
2017 traded at 3:39 p.m. on Oct. 21 for 71.75 cents on the dollar,
up 37 percent from immediately before bankruptcy, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority. The notes rose 10.4 percent from the last
trade before the NRG sale was announced.

                      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.  Debt includes $3.7 billion on senior
unsecured notes and $1.2 billion in debt on individual projects.
Assets include 40 power plants in 12 states. There are 29 wind-
power projects responsible for 22 percent of capacity.

For 2012, revenue for EME of $1.29 billion resulted in a $328
million operating loss and a $925 million net loss. Non-bankrupt
parent Edison International also owns non-bankrupt regulated
electric companies including Southern California Edison Co.

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.


ELCOM HOTEL: Files Amended Schedules of Assets and Liabilities
--------------------------------------------------------------
Elcom Hotel & Spa, LLC filed with the U.S. Bankruptcy Court for
the Southern District of Florida its amended schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property        $10,378,304.51
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $1,832,486.14
  E. Creditors Holding
     Unsecured Priority
     Claims                                        153,395.42
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                     18,035,755.14
                              --------------   --------------
        TOTAL                 $10,378,304.51   $20,021,636.70

A full-text copy of Elcom Hotel's Amended Schedules may be
accessed for free at http://is.gd/2TogT9

                         About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in
liabilities as of the Chapter 11 filing.  The Debtor owes OBH
Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC,
formerly known as ANO, LLC, $9 million on a mezzanine loan secured
by a lien on the ownership interests in the project's owner.  OBH
Funding and ANO are owned by Thomas D. Sullivan, the manager of
the Debtors.

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Algon Capital,
LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief
Restructuring Officer.

The United States Trustee has said it will not appoint an official
committee of unsecured creditors for Elcom Hotel pursuant to
11 U.S.C. Section 1102 until further notice.


ELECTRONIC CONTROL: Recurring Losses Cue Going Concern Doubt
------------------------------------------------------------
Electronic Control Security Inc. filed on Oct. 16, 2013, its
annual report on Form 10-K for the fiscal year ended June 30,
2013.

Demetrius Berkower LLC, in Wayne, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern, citing the Company's recurring losses from
operations.

The Company reported a net loss of $1.4 million on $981,700 of
revenues in fiscal 2013, compared with a net loss of $1.7 million
on $2.2 million of revenues in fiscal 2012.

According to the Company, the decrease in revenues in the Fiscal
2013 Period is attributable to the delays encountered by the
Government related contract awards, Requests for Proposals
("RFP's") and task order awards.  "The Government has delayed the
review and approval process which has had a further negative
impact on sales for Fiscal 2013."

The Company's balance sheet at June 30, 2013, showed $4.3 million
in total assets, $2.9 million in total liabilities, and
stockholders' equity of $1.4 million.

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

Clifton, New Jersey-based Electronic Control Security Inc.
designs, manufactures and supplies stand-alone and fully
integrated state-of-the-art entry control and perimeter intrusion
detection systems for the Department of Defense, Department of
Energy, nuclear power stations, and various international
customers.  The Company offers U.S. Air Force certified technology
and a comprehensive services portfolio that includes: site
survey/risk assessment, design & engineering, systems
manufacturing and integration, factory acceptance testing,
installation supervision, commissioning, operations and
maintenance training.


EVERGREEN OIL: Obtains Discharge of Personal Liability for Debts
----------------------------------------------------------------
The U.S. Bankruptcy Court for Central District of California held
that no complaint objecting to the discharge of Evergreen Oil,
Inc., has been filed within the time fixed by the Court.
Accordingly, the Court ruled that:

     (1) The Debtor has no personal liability for debts discharged
under 11 U.S.C. Section 727 (or) 1141 (or) 1228 (or) 1328, except
those debts determined by order of a court with competent
jurisdiction not to be discharged pursuant to 11 U.S.C. Section
523;

     (2) Any judgment obtained in any court other than the
Bankruptcy Court is null and void as a determination of the
personal liability of the Debtor with respect to any debts
discharged under 11 U.S.C. Section 727 (or) 1141 (or) 1228 (or)
1328, except those debts determined by order of a court with
competent jurisdiction not to be discharged; and

     (3) All creditors whose debts are discharged by this order
and all creditors whose judgments are declared null and void by
this order are enjoined from instituting or continuing any action
or employing any process or engaging in any act to collect such
debts as personal liabilities of the Debtor.

                      About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Calif. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors have tapped Levene, Neale, Bender, Yoo & Brill L.L.P.
as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as
special corporate counsel effective; and Cappello Capital Corp. as
exclusive investment banker.

The Debtors disclosed $83,739,748 in assets and $89,302,759 in
liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Alan I. Nahmias, Esq., at Mirman, Bubman & Nahmias, LLP represents
the Committee.

Bank of the West is represented by William B. Freeman, Esq., at
Katten Muchin Rosenman LLP.

On Sept. 13, 2013, the Court entered an order confirming the
Debtors' Third Amended Joint Plan of Reorganization Dated July 29,
2013.


EVERGREEN OIL: Administrative Claims Bar Date Set for Oct. 28
-------------------------------------------------------------
The effective date of Evergreen Oil, Inc.'s and Evergreen
Environmental Holdings, Inc.'s Third Amended Joint Chapter 11 Plan
of Reorganization Dated July 29, 2013, occurred on Sept. 13, 2013.

A copy of the Notice of Effective Date is available at:

http://bankrupt.com/misc/EVERGREENOIL_plan effective date.pdf

The bar date for filing requests for payment of administrative
claims, other than as set forth in Sections 3.1(1), 11.1 and 11.2
of the Plan, and other than claims by professionals employed at
the expense of the Estates, is 45 days after the Effective Date of
the Plan, i.e., Oct. 28, 2013.

The bar date for filing a proof of claim based solely on a claim
arising from the rejection of an unexpired pre-petition lease or
executor contract which is rejected by the Confirmation Order is
thirty (30) days after entry of the Confirmation Order, i.e.,
Oct. 13, 2013.

                      About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors have tapped Levene, Neale, Bender, Yoo & Brill L.L.P.
as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as
special corporate counsel effective; and Cappello Capital Corp. as
exclusive investment banker.

The Debtors disclosed $83,739,748 in assets and $89,302,759 in
liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Alan I. Nahmias, Esq., at Mirman, Bubman & Nahmias, LLP represents
the Committee.

Bank of the West is represented by William B. Freeman, Esq., at
Katten Muchin Rosenman LLP.

On Sept. 13, 2013, the Court entered an order confirming the
Debtors' Third Amended Joint Plan of Reorganization Dated July 29,
2013.


EXCO RESOURCES: S&P Affirms 'B' CCR & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Dallas-based Exco Resources Inc. (Exco)
and revised the outlook on the rating to stable from negative.  In
addition, S&P affirmed the 'B+' rating on Exco's secured bank debt
and the 'CCC+' rating on the company's senior unsecured notes.

The outlook revision reflects our revised assessment of Exco's
liquidity to "adequate" from "less than adequate" and S&P's
expectation that the company's leverage will remain at an
acceptable level for the current rating.  Indeed, S&P anticipates
that the net proceeds from this sale will be used to repay the
amount outstanding under the company's assets sale tranche due in
July 2014.  In addition, S&P expects EXCO to keep capital spending
within cash flow and shift to a more prudent acquisition strategy
in the next 12 to 18 months.  Based on these assumptions, debt to
EBITDA should remain in the 3.5x to 4x range under S&P's pricing
assumptions, an elevated but still acceptable at the current
rating category.

"The stable outlook reflects Standard & Poor's expectation that
EXCO Resources Inc. will maintain adequate liquidity and keep
leverage below 4x in the next 12 to 18 months," said Standard &
Poor's credit analyst Christine Besset.

S&P would consider lowering the ratings if liquidity materially
deteriorated or leverage increased to more than 5x with no clear
path for improvement.

S&P considers an upgrade unlikely within the next 12 months given
its assessment of the company's business risk profile, the
company's still relatively elevated debt leverage, and its
expectation that natural gas will remain somewhat weak in the next
12 to 18 months.


EXIDE TECHNOLOGIES: Inks Amendment No. 2 to DIP Credit Agreement
----------------------------------------------------------------
Exide Technologies disclosed in a regulatory filing that on
Oct. 9, 2013, the Company obtained an amendment to the Amended and
Restated Superpriority Debtor-in-Possession Credit Agreement,
dated as of July 12, 2013, by and among the Company, as US
Borrower, Exide Global Holding Netherlands C.V., as Foreign
Borrower, the lenders from time to time party thereto and JP
Morgan Chase Bank, N.A., as Agent.

According the regulatory filing, the amendment provides additional
flexibility to the Company with regard to certain non-core asset
transactions, and further clarifies certain terms of the Amended
DIP Credit Agreement.  The amendment revises the definition of
"Permitted Liens" to permit contractual encumbrances in connection
with certain permitted dispositions under the Amended DIP Credit
Agreement.  The amendment further changes the definition of "Total
Adjusted Operating Cash Flow" to exclude the effect of Frisco
Escrow Account receipts from "Total Adjusted Operating Cash Flow."

A copy of Amendment No. 2 to the Amended and Restated Superiority
Debtor-in-Possession Credit Agreement, dated July 12, 2013, is
available at http://is.gd/4fguUJ

As reported in the TCR on July 23, 2013, Exide Technologies
restated its existing Superiority Debtor-in-Possession Credit
Agreement, dated as of June 9, 2013, pursuant to that certain
Amended and Restated Superiority Debtor-in-Possession Credit
Agreement, dated as of July 12, 2013, by and among the Company, as
US Borrower, Exide Global Holding Netherlands C.V., as Foreign
Borrower, the lenders from time to time party thereto and JP
Morgan Chase Bank, N.A., as agent.

The Restated DIP Financing effected amendments to certain
borrowing mechanics and certain other provisions, including (i)
addition of a $25 million swingline facility sublimit, (ii)
creation of two separate tranches in the existing $225 million
revolver facility -- a $110 million facility under which only
advances denominated in U.S. Dollars can be drawn and a $115
million facility under which advances denominated in U.S. Dollars
or Euros can be drawn, and (iii) other modifications to facilitate
the making of loans to the Foreign Borrower.

A copy of the Restated DIP Agreement is available at:

                        http://is.gd/Z8Nbrd

                     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.


FIRST HIGHLAND: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: First Highland Group, LLC
        2170 Highland Avenue South, Suite 100
        Birmingham, AL 35205

Case No.: 13-04729

Chapter 11 Petition Date: October 22, 2013

Court: United States Bankruptcy Court
       Northern District of Alabama (Birmingham)

Judge: Hon. Tamara O Mitchell

Debtor's Counsel: Rodrick J. Barge, Esq.
                  FRESH START LAW GROUP, LLC
                  P. O. Box 381463
                  Birmingham, AL 35238
                  Tel: 205-202-1107
                  Fax: 205-413-8702
                  Email: rodrick@freshstartal.com

                  Shayana Boyd Davis, Esq.
                  FRESH START LAW GROUP, LLC
                  PO Box 381463
                  Birmingham, AL 35238
                  Tel: 205-396-8474
                  Fax: 205-413-8702
                  Email: shayana@freshstartal.com

Total Assets: $6.90 million

Total Liabilities: $4.18 million

The petition was signed by Donald V. Watkins, owner.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/alnb13-4729.pdf


FLAT OUT: Legal Fees Must Be Paid Out of Hillstreet's Collateral
----------------------------------------------------------------
Flat Out Crazy, LLC, et al., and the Official Committee of
Unsecured Creditors appointed in the Debtors' cases have replied
to the opposition of Hillstreet Fund IV, L.P., to their Joint
Motion for an order granting a surcharge against the collateral of
Hillstreet, under Section 506(c) of the Bankruptcy Code.

In their joint reply, the Debtors and the Creditors Committee
said:

     1. The Debtors and the Committee ran a successful three-month
sale process under challenging circumstances through which they
achieved the maximum value for the Debtors' assets.  Virtually all
of the value generated accrued to HillStreet.  Under the
Bankruptcy Code and applicable case law, the reasonable and
necessary costs and expenses incurred by the Debtors' and
Committee's professionals in preserving and, in fact, increasing
the value of HillStreet's collateral, should be recovered from
that property and/or HillStreet.

     2. HillStreet argues that because of the Asset Sales approved
by the Sale Orders, no property remains in the estate to be
surcharged.  "This argument is frivolous and contradicted in its
entirety by the express language of the Sale Orders, which
specifically preserve the surcharge rights granted under the final
order approving DIP financing."

     3. The Debtors and the Committee, with the assistance of the
Professionals, not only maintained, but significantly improved the
going concern value of HillStreet's collateral and conducted a
fulsome sale process that maximized the benefit recovered by
HillStreet.  HillStreet is the purchaser of virtually all of the
Debtors' assets and, aside from the portion of Professionals' fees
and the PACA trust claims paid via the DIP carve out, the sole
recipient of the value generated through the asset sales.  As
a direct result of the Chapter 11 sale process, HillStreet
received (a) payment in full of its postpetition DIP loan, (b)
payment in full of its pre-petition senior debt, which it acquired
from U.S. Bank National Association during the week prior to
Jan. 25, 2013, and (c) payment of nearly the entire outstanding
principal amount of its prepetition junior debt.

     4. Hillstreet does not explain how or why it refutes the
Debtors' purchase price and net benefit calculations.

     5. Hillstreet has not provided any evidence or other support
for the contention that the surcharge amounts for professional
fees are unreasonable.

     6. Hillstreet's claim that "the same work" could have been
done for $600,000 is false, misleading, and strains credulity.

     7. The fees spent obtaining adequate DIP Financing post-
petition are surchargeable.

     8. The Court should not accept the declarations of
HillStreet's expert, Mr. Peroutka, because they present only
simple calculations and legal opinions -- neither of which qualify
as expert testimony.  Federal Rule of Evidence 702 requires
experts to provide "scientific, technical or other specialized
knowledge."  The Second Circuit has long interpreted this to mean
that an expert's testimony is not admissible when it directed to
"lay matters which [the finder of fact] is capable of
understanding and deciding without the expert's help." Andrews v.
Metro N. C. R. Co., 882 F.2d 705, 708 (2d Cir. 1989) (excluding
expert testimony that "invaded an area in which the jury was not
in need of expert assistance").

For these reasons, the Debtors and the Committee contend that the
Court should grant a surcharge to the full extent requested in the
Motion and order HillStreet, who undisputedly received a direct,
substantial benefit from the efforts of the Debtors' Professionals
in the Debtors' cases, to pay to the Professionals the amounts
sought in the Motion.

                        About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtor disclosed $24,339,542 in assets and $15,899,166 in
liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  The Committee tapped to retain Kelley Drye &
Warren LLP as its counsel and CBIZ Accounting, Tax and Advisory of
New York, LLC as financial advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FLETCHER LEISURE: In Receivership, Files Chap. 15 Petition
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Fletcher Leisure Group Ltd., a Canadian manufacturer
and distributor of golf and ski apparel, filed a petition in New
York on Oct. 22 for Chapter 15 protection immediately after the
Superior Court in Quebec appointed a receiver at the request  of
secured lender Salus Capital Partners LLC, owed C$11.6 million
($11.3 million).

According to the report, Montreal-based Fletcher produces goods
under the Sunice label, which it owns. It sells products under
licensed brands, including AUR Golf, Tommy Hilfiger Golf, and
Bridgestone Golf.

Financial problems resulted from "significant operating losses"
following the termination of a "major licensing agreement for golf
equipment," according to a court filing, the report related.

Other secured lenders are owed $2.7 million, while unsecured trade
suppliers have claims for $5.8 million additional.

Bankruptcy in both countries followed a decision by a potential
purchaser to withdraw from discussions.

Salus sought appointment of a receiver on Oct. 18. The
receivership was granted on Oct. 22 under Canada's Bankruptcy and
Insolvency Act. Fletcher intends to ask the New York bankruptcy
court for an interim injunction barring creditors from taking
action in the U.S.

Unlike, Chapter 11, Chapter 15 doesn't include an automatic
prohibition against creditor action. The bankruptcy court can
grant interim relief.  Once the U.S. judge determines that Canada
is home to the foreign main bankruptcy proceeding, all creditor
actions will be permanently barred. The U.S. court will assist in
collection of assets, while the Canadian court takes
responsibility for resolving claims, selling the assets and making
distributions to creditors.

The case is In re Fletcher Leisure Group Ltd., 13-bk-13402,
U.S. Bankruptcy Court, Southern District of New York
(Manhattan).


FLETCHER LEISURE: Chapter 15 Case Summary
-----------------------------------------
Debtor entities filing separate Chapter 15 cases:

   Debtor                               Case No.
   ------                               --------
   Fletcher Leisure Group Ltd.          13-13420
   104 rue Barr, Montreal
   Quebec, Canada H4T 1Y4

   Fletcher Leisure Group Inc./         13-13421
     Le Groupe de Loisirs Fletcher Inc.
   104 rue Barr, Montreal
   Quebec, Canada H4T 1Y4

   9266-4382 Quebec Inc.                13-13423
   104 rue Barr, Montreal
   Quebec, Canada H4T 1Y4

Chapter 15 Petition Date: October 22, 2013

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

Judge: Hon. Burton R. Lifland

Chapter 15
Debtors'
Counsel:  Daniel Steven Lubell, Esq.
          HUGHES HUBBARD & REED, LLP
          One Battery Park Plaza
          New York, NY 10004
          Tel: (212) 837-6892
          Fax: (212) 422-4726
          Email: Lubell@HughesHubbard.com

          Eleni D. Theodosiou-Pisanelli, Esq.
          HUGHES HUBBARD & REED LLP
          One Battery Park Plaza
          New York, NY 10004
          Tel: 212-837-6868
          Fax: 212-299-6868
          Email: theodosi@hugheshubbard.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million


FOREST CITY: S&P Raises Rating on Senior Unsecured Notes to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Forest City Enterprises Inc.  In addition, S&P
raised its rating on the company's senior unsecured notes to 'B+'
from 'B' and revised its recovery rating on this debt to '3' from
'5'.  The '3' recovery rating indicates that lenders can expect a
meaningful recovery (50% to 70%) in the event of a payment
default.  The outlook is stable.

"The ratings on Forest City Enterprises Inc. reflect our
assessment of a 'highly leveraged' financial risk profile that is
characterized by improving but still low and somewhat volatile
debt coverage measures, higher overall leverage levels, and a
limited unencumbered asset pool," said Standard & Poor's credit
analyst Jaime Gitler.  The company has strategically moved to
reduce debt over the past few years through proceeds from joint-
venture formations and asset sales as well as opportunistic
refinancings.  S&P considers the company's business risk profile
to be "fair," reflecting Forest City's well-diversified (office,
retail, multifamily) operating portfolio, which has performed
fairly evenly in the year to date.  Forest City has a
comparatively large development pipeline, but has reduced its
exposure to development risk in recent years by entering joint-
venture partnerships and through development completions.  S&P
expects that the recently announced joint ventures will result in
accelerated timelines for development completions, and allow the
company to generate cash flow faster than we had previously
anticipated.  Stabilization of recently completed properties
should also provide incremental cash flow growth.

Cleveland-based Forest City has a large, diverse $10.2 billion
portfolio of real estate properties.  Forest City has renewed its
strategic focus on its rental properties in the office (34.3% of
total net operating income [NOI]), retail (34.3%), and apartment
(24.5%) sectors.  Land (3.9%) and military housing (3.0%)
contribute the bulk of the remaining NOI, though the company
did decide to strategically exit the land business through asset
sales in 2012, other than the company's position in Stapleton,
Colo.  In addition, Forest City exited the hotel business through
dispositions in the third quarter of 2013.  Same-property NOI
within Forest City's operating portfolio increased 1.1% in the
company's fiscal second quarter ended July 31, 2013.  Same-
property NOI within the company's conventional apartment portfolio
showed comparative strength, rising 7.1% year-over-year.  S&P
expects same-store NOI to rise in the low-single digits during the
next six quarters.

The outlook is stable.  Performance from the core portfolio has
been steady and S&P expects incremental, modest cash flow growth
from the core portfolio as well as from stabilizing development
properties.  The company has articulated a plan to further reduce
leverage and mitigate its exposure to development risk and related
funding needs through joint ventures.  S&P believes that these
factors will contribute to better leverage levels and debt
coverage measures.  S&P would consider an upgrade if Forest City
can achieve and sustainably maintain debt to EBITDA at below 12x
and fixed-charge coverage comfortably above 1.3x.  Given the
current strategy of reducing leverage and risk within its
development pipeline, S&P believes downward rating momentum is
limited at this time.


FOX TROT: Employs Frost Brown as Bankruptcy Counsel
---------------------------------------------------
Fox Trot Corporation obtained interim authority from the U.S.
Bankruptcy Court for the Eastern District of Kentucky, Lexington
Division, to employ Frost Brown Todd LLC as bankruptcy counsel.

The following Frost Brown professionals are expected to take
primary roles in representing the Debtor and will be paid the
following hourly rates:

Robert V. Sartin, Esq. -- rsartin@fbtlaw.com       $450
Adam R. Kegley, Esq. -- akegley@fbtlaw.com         $350
Robin B. White, Esq. -- rwhite@fbtlaw.com          $415
H. Derek Hall, Esq. -- dhall@fbtlaw.com            $180
Christy L. Hruska, Esq. -- chruska@fbtlaw.com      $275
Natalie W. Kissinger, paralegal                    $115
Shelby Bryant, paralegal                           $135

The firm will also be reimbursed of its reasonable out-of-pocket
expenses.

Adam R. Kegley, Esq., a member of Frost Brown Todd LLC, assures
the Court that the firm does not hold or represent any interest
adverse to the Debtor, and that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code as modified by Section 1107(b).

Frost Brown received a general retainer from the Debtor of
$25,000, which was received on Oct. 11, 2013.  The firm
acknowledges and is aware that the Debtor obtained the funds
necessary to pay the Retainer through a secured loan from Jerry L.
Miller.  As of the Petition Date, the balance of the Retainer was
$0.  On Oct. 11, 2013, prior to filing the petition, Frost Brown
received a final payment of current prepetition fees and expenses
from the Debtors in the amount of $25,000, which includes in part
an estimate of final prepetition fees and expenses incurred in the
approximately seven days leading up to the Petition Date.

Any objection to the entry of a final order granting the
application must be filed on or before Nov. 4, 2013.

Fox Trot Corporation sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 12, 2013 (Case No. 13-52471, Bankr. E.D.
Ky.).  The case is assigned to Judge Gregory R. Schaaf.


FREESEAS INC: Issues 6.1 Million Common Shares to Crede
-------------------------------------------------------
Freeseas, Inc., on Oct. 17, 2013, issued and delivered to Crede CG
III, Ltd., 6,141,131 settlement shares pursuant to the terms of
the Exchange Agreement approved by the Supreme Court of the State
of New York, County of New York, on Oct. 9, 2013, in the matter
entitled Crede CG III, Ltd. v. FreeSeas Inc., Case No.
653328/2013.

The total number of shares of Common Stock to be issued to Crede
pursuant to the Exchange Agreement will equal the quotient of (i)
$11,850,000 divided by (ii) 78 percent of the volume weighted
average price of the Company's Common Stock, over the 75-
consecutive trading day period immediately following the first
trading day after the Court approved the Order, rounded up to the
nearest whole share.  About 5,059,717 of the Settlement Shares
were issued and delivered to Crede on Oct. 10, 2013, and 5,560,628
Settlement Shares were issued and delivered to Crede on Oct. 11,
2013.

A copy of the Form 6-K is available for free at:

                        http://is.gd/YUeEFh

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


FREESEAS INC: Crede CG Held 9.9% Equity Stake at October 9
----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Crede CG III, Ltd., and its affiliates disclosed that
as of Oct. 9, 2013, they beneficially owned 5,615,669 shares of
common stock of FreeSeas Inc. representing 9.9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/GCiX0x

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


FURNITURE BRANDS: Has Interim OK to Obtain $140MM in DIP Financing
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on Oct. 3,
2013, granted Furniture Brands International, Inc., et al.,
interim authorization to obtain senior secured post-petition
financing on a superpriority basis from Bank of America, N.A., and
the other DIP Lenders in the amount of up to $140 million.  The
proceeds of the DIP Facility will be used to repay all existing
DIP Loan Obligations and the Term Loan Obligations in full.
According to papers filed in court, $50 million of the revolving
commitment will be used to fund the Debtor's Chapter 11 case and
the continued operations of their businesses.

A copy of the Interim Order is available at

http://bankrupt.com/misc/FURNITUREBRANDS_dip financing_order.pdf

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

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

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

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

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


FURNITURE BRANDS: Bid Procedures Approved; Auction Set for Dec. 10
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on Oct. 3,
2013, approved bidding procedures for the sale of substantially
all of the assets of Furniture Brands International, Inc., et al.,
at an auction.

KPS Capital Partners LP will be the lead bidder at the auction
slated to take place Dec. 10, 2013, at 10:00 a.m. at the offices
of Paul Hastings LLP, the Debtors' counsel, at 75 East 55th
Street, First Floor, in New York.  Competing bids are due Dec. 5.

The Sale hearing will be held on Dec. 12, 2013, at 11:00 a.m.

Objections, if any, to the sale of the Acquired Assets and the
transactions contemplated by the Asset Purchase Agreement must (a)
be in writing; (b) comply with the Bankruptcy Rules and the Local
Rules; (c) be filed with the clerk of the Bankruptcy Court (or
filed electronically via CM/ECF with the Bankruptcy Court) on or
before 4:00 p.m. on Nov. 25, 2013.

According to a report by Bloomberg News, KPS is making a $190
million loan to let Furniture Brands pay off financing initially
supplied by Oaktree Capital Management LP, which was originally
slated to buy the business for $166 million. The process is under
way for KPS to be the "stalking horse" buyer at a price of $280
million.

A copy of Bid Procedures Order is available at:

  http://bankrupt.com/misc/FURNITUREBRANDS.bidproceduresorder.pdf

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

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

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

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

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


FURNITURE BRANDS: Selling Jet With Accident History
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Furniture Brands International Inc., found a buyer
for its midsize Hawker jet aircraft.

According to the report, the jet's accident history "significantly
limits the market of potential buyers," the company said in a
court filing. Although five possible purchasers signed letters of
intent, three backed out given the accident history, which
includes a hangar accident three years ago.

At a hearing on Nov. 22, Furniture Brands will ask the bankruptcy
judge to approve the sale for $2.65 million to Carolina Turbine
Sales. The plan is to sell the plane without an auction given that
a broker has been marketing it since July.

The jet is a Hawker 800XP, which Furniture Brands calls one of the
most popular midsize jets in the world.

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.


GARDA WORLD: Moody's Affirms 'B1' CFR & Rates $525MM Loan 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned Ba3 and B3 ratings respectively
to Garda World Security Corporation's proposed secured credit
facilities and senior unsecured notes, affirmed the company's B1
corporate family rating ("CFR") and B1-PD probability of default
rating, and changed the ratings outlook to negative from stable.
The Ba1 and B2 ratings respectively on Garda's existing secured
credit facilities and senior unsecured notes were affirmed and
will be withdrawn when the refinance transaction closes.

Net proceeds from Garda's new term loans (C$690 million) and new
senior unsecured notes (C$309 million) will be used to refinance
existing debt (C$799 million), fund the purchase G4S Cash
Solutions (Canada) (C$106 million), pay senior notes tender
premium (C$38 million) and increase cash on Garda's balance sheet
(C$36 million). Garda new US$150 million revolving credit facility
will be unused at close other than $41 million in letters of
credit.

"The outlook change to negative considers that Garda's pro forma
leverage (adjusted Debt/EBITDA of 5.8x) exceeds the bounds for a
downgrade due to almost $100 million of incremental debt that will
be used to pay notes tender premium, expenses and boost Garda's
cash balance in addition to funding the G4S Cash Solutions
acquisition," said Peter Adu, lead analyst for Garda.

Ratings Assigned:

US$150M secured revolving credit facility due 2018, Ba3 (LGD3,
33%)

US$525M secured term loan B due 2020, Ba3 (LGD3, 33%)

C$150M secured term loan B due 2020, Ba3 (LGD3, 33%)

US$300M unsecured notes due 2021, B3 (LGD5, 87%)

Ratings Affirmed:

Corporate Family Rating, B1

Probability of Default Rating, B1-PD

US$130M secured revolving credit facility due 2017, Ba1 (LGD2,
16%); to be withdrawn at close

US$248M secured term loan due 2019, Ba1 (LGD2, 16%); to be
withdrawn at close

US$300M unsecured notes due 2017, B2 (LGD5, 73%); to be withdrawn
at close

C$175M unsecured notes due 2017, B2 (LGD5, 73%); to be withdrawn
at close

Outlook:

Changed to Negative from Stable

Ratings Rationale:

Garda's B1 CFR is primarily influenced by its high pro forma
leverage (adjusted Debt/EBITDA of 5.8x post refinancing) and its
appetite for debt-financed acquisitions. Moody's expects modest
earnings growth and debt repayment to enable leverage to decline
toward 5x in the next 12 to 18 months, although further
acquisitions and shareholder returns may take precedence over
deleveraging. Garda's businesses are relatively stable and have
high contract renewal rates, which in turn supports high recurring
revenue. The company also has leading positions and good
geographic and customer diversity but its markets are highly
competitive and fragmented. Moody's believe the growing trend
towards electronic transactions which reduces cash usage, and
competition will limit the company's growth prospects in the long
term.

Moody's considers Garda's liquidity position to be good, supported
by a pro forma cash balance of $41 million, annual free cash flow
of about $50 million, and about $110 million of availability under
its new US$150 million revolver after $41 million of letters of
credit. These sources will be more than sufficient to meet term
loan amortization of $7 million per year. Garda's new revolver
will be subject to a springing maximum first lien secured leverage
covenant when drawings and incremental letters of credit after
closing exceed 25%. Moody's expects Garda to maintain cushion
around 30% if applicable.

The outlook is negative and primarily reflects Garda's increased
leverage which is higher than appropriate for the B1 rating.
Moody's could return the outlook to stable if Garda reduces
leverage towards 5x in the next 12 to 18 months.

The rating could be upgraded if Garda sustains adjusted
Debt/EBITDA below 4x and EBITDA-Capex/ Interest towards 2.25x
through future acquisitions. The rating could be downgraded if
adjusted Debt/EBITDA is sustained towards 5.5x and EBITDA-Capex/
Interest is maintained below 1.5x or if Garda pursues a material
debt-financed acquisition.


GARDA WORLD: S&P Assigns 'B+' Rating to New $150MM Revolver Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating and '3' recovery rating to Montreal-based cash
logistics and physical security service provider Garda World
Security Corp.'s proposed US$150 million senior secured revolver,
US$525 million term loan, and C$150 million term loan.  The
recovery rating indicates S&P's expectation for meaningful (50%-
70%) recovery for lenders in the event of a default.

S&P also assigned its 'B-' issue-level rating and '6' recovery
rating to Garda's proposed US$300 million senior unsecured notes.
The recovery rating indicates S&P's expectation for negligible
(0%-10%) recovery for lenders in a default scenario.

At the same time, Standard & Poor's affirmed its 'B+' long-term
corporate credit rating on Garda.  The outlook is stable.

In August 2013, Garda entered into an agreement to acquire G4S
Cash Solutions (Canada) for C$106 million.  It intends to
refinance its existing capital structure and fund the G4S
acquisition with proceeds from proposed new senior secured credit
facilities and senior notes.

The ratings on Garda reflect what Standard & Poor's considers a
high debt-to-EBITDA ratio and weak cash flow protection measures,
as well as the company's participation in competitive and somewhat
cyclical markets.  These weaknesses are mitigated in part by what
S&P views as the company's solid market position in its core
businesses and consistent operating results from its flexible cost
base and the high density of its operations.

Garda provides cash logistics (45% of annual revenues and more
than 50% of EBITDA), physical security services, and global risk
consulting.  It has grown rapidly in the past decade from a
combination of transformational acquisitions and organic growth
and is now the second-largest player in the North American cash
logistic market, with about a 20% market share, as well as the
largest provider of physical security in Canada, with about a 20%
share of the market.

The stable outlook on Garda is based on the company demonstrating
good operating momentum from new business wins and integration of
tuck-in acquisitions, as well as good revenue visibility for its
existing operations.  Standard & Poor's expects the company to
generate mid-to-high, single-digit annual revenue growth (which
includes S&P's assumption of continued acquisitions) and sustain
overall margins in the next couple of years, which should allow
Garda to generate more than C$30 million of free cash flow
annually.  Under these parameters, and even assuming the company
remains opportunistic on acquisitions, S&P believes Garda can
sustain an adjusted debt-to-EBITDA ratio in the 5x-6x area -- a
level S&P feels is appropriate for the ratings.

S&P could consider a downgrade should adjusted debt to EBITDA
weaken to the 6x area for a sustained period and available
liquidity deteriorate, likely owing to large debt-financed
acquisitions or the loss of significant customer contracts,
particularly in the cash logistics operations, from operational
missteps.

Ratings upside is limited by Garda's financial sponsor ownership,
but could result from the company demonstrating a desire for a
conservative capital structure such that adjusted debt to EBITDA
is sustained below 4x.


GENERAL MOTORS: Settlement With Nova Scotia Bondholders Approved
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the trust for creditors of Old General Motors Corp.,
now formally named Motors Liquidation Co., received bankruptcy
court approval on Oct. 21 for a settlement with holders of bonds
issued by an Old GM Canadian finance subsidiary.

According to the report, the bondholders were relying on a quirk
in Nova Scotia law and claiming the right to collect twice on the
same notes.

The settlement, approved when the bankruptcy judge in New York
signed an order on Oct. 21, calls for $1.55 billion in approved
claims for the bonds, allowing $1.14 billion in reserves to be
released for distribution to creditors of Old GM.

The settlement headed off a ruling by the bankruptcy judge
deciding whether the bondholders would win or lose. A 16-day trial
began in August 2012 and concluded eight months later. Final
briefs were submitted in July. There would have been closing
arguments on Oct. 9 had there been no settlement.

Although there were no objections, the bankruptcy judge
nonetheless reviewed the settlement because he said he was
troubled by the bondholders' actions around the time of Old GM's
bankruptcy filing.

The bondholders include funds affiliated with Appaloosa Management
LP, Fortress Investment Group LLC, Elliott Management Corp.,
Paulson & Co. Inc. and Aurelius Capital Management LP.

Old GM implemented its Chapter 11 plan in March 2011, distributing
stock and warrants received from New GM. The plan created four
trusts. One distributes the stock and warrants issued by New GM as
consideration for the sale of the assets. Creditors of Old GM
split up 10 percent of the stock of New GM plus warrants for 15
percent.

                       About Motors Liquidation

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

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

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

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


HI-WAY EQUIPMENT: Plan Confirmed, Declared Effective on Same Day
----------------------------------------------------------------
Hi-Way Equipment Company, LLC, et al., obtained confirmation of
their Second Amended Joint Chapter 11 Plan of Liquidation on
Oct. 15, 2013, and simultaneously got that Plan declared effective
on the same date.

With this development, certain bar dates in the Debtors' cases are
established.  Applications for administrative claims must be filed
with the Bankruptcy Court by Nov. 14, 2013.  All claims arising
from the rejection of an executory contract or unexpired lease
must also be filed with the Claims Agent by Nov. 14 at this
address:

           Upshot Services LLC
           c/o Travis Vandell
           7808 Cherry Creek South Drive, Suite 112
           Denver, CO 80231

All claims by estate professionals for services rendered or
expenses incurred during the cases through and including the
Effective Date must be filed by Dec. 16, 2013.

As reported by the Troubled Company Reporter on July 24, 2013,
the Debtors' Plan contemplates the resolution of certain claims
through a series of mechanisms.  The Debtors have sold
substantially all of their assets.  While the distribution of
proceeds and credits from the sale resulted in approximately
$30,058,051 in debt reduction, the proceeds from the sale were
insufficient to provide a distribution to holders of General
Unsecured Claims (Class 5).  In exchange for approval of the
release provided by each holder of Allowed Class 5 Claim, secured
creditor Comvest Investment Partners III, LLC, will provide a
contribution in the amount of $100,000 to be shared ratably among
holders of Allowed Class 5 Claims.  The Debtors do not anticipate
that a Distribution will be made to holders of Class 5 Claims who
do not consent to the Comvest Release.  Additionally, the
Disbursing Agent will pursue any causes of action that belong to
the Debtors that may result in additional recoveries; however, the
Debtors do not believe that there are any meaningful Causes of
Action.  The Comvest Release is effective if and only if 66-2/3%
in dollar amount of all holders of Allowed Class 5 General
Unsecured Claims who vote on the Plan vote to accept the Comvest
Release.  A redline copy of the Second Amended Disclosure
Statement dated Aug. 29, 2013 is available for free at:

  http://bankrupt.com/misc/HIWAYEQUIPMENT_DSredlineAug29.PDF

                      About Hi-Way Equipment

Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-41498) on April 1, 2013.  Charles W. Reeves,
Jr., signed the petition as chief restructuring officer.  Holland
Neff O'Neil, Esq., and Virgil Ochoa, Esq., of Gardere Wynne Sewell
LLP, in Dallas, Texas, serve as the Debtor's counsel.  The Debtor
estimated assets and debts of at least $10 million.

Shannon, Gracey, Ratliff & Miller represents the Official
Committee of Unsecured Creditors as counsel.

Hi-Way Equipment has been providing rental and sales of equipment
since 1948.  In 2008, Hi-Way Equipment acquired Equipment Support
Services, Inc.  As part of that acquisition, Hi-Way Equipment
expanded to become a dealer of Case and Case IH equipment through
CNH America LLC.  With the acquisition of ESS, Hi-Way Equipment
acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett
Industries Partners Acquisition, LLC, Future Equipment Holdings,
LLC, Future Equipment Partners, LLC, Equipment Support Services,
Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings
Acquisition, LLC, and Southern Power Acquisition, Inc.  In 2011,
Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment
was the sole surviving entity.  Hi-Way Equipment serves as the
non-exclusive dealer of Case and Case IH equipment in numerous
counties across Texas.


HONALO KAI: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: HONALO KAI, LLC
        250 Chism Street
        Reno, NV 89503

Case No.: 13-52049

Chapter 11 Petition Date: October 22, 2013

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Craig J. Demetras, Esq.
                  230 E. Liberty St
                  RENO, NV 89501
                  Tel: (775) 348-4600
                  Email: mail@demetras-oneill.com

Total Assets: $1.15 million

Total Liabilities: $2.55 million

The petition was signed by Jon Kirk Stewart, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb-13-52049.pdf


HOUSTON REGIONAL: Astros Balks at Motion to Appoint Trustee
-----------------------------------------------------------
The Houston Astros asks the U.S. Bankruptcy Court for the Southern
District of Texas to deny the petitioning creditors' motion for
appointment of a Chapter 11 trustee in Houston Regional Sports
Network, L.P.'s case.

According to the Astros, Comcast's involuntary Chapter 11
petition, and its simultaneous request to appoint a trustee, is an
attempt to circumvent the Astros' bargained-for contract rights.
Comcast, the Astros, and the Rockets entered into a partnership to
televise Astros and Rockets games.  The partnership was a
negotiated transaction among highly sophisticated entities,
whereby the parties agreed to require unanimous consent for key
business decisions affecting the Network -- including approving
affiliation agreements with MVPDs, selling all or substantially
all of the Network's assets, and putting the Network into
bankruptcy.

Comcast asserts that the extraordinary remedy of a trustee is
necessary because there is total gridlock at the Network.

               About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.


HOUSTON REGIONAL: Petitioning Creditors Fight Case Dismissal Bid
----------------------------------------------------------------
The Petitioning Creditors -- National Digital, Comcast Sports
Management; Houston SportsNet Finance; and Comcast SportsNet --
ask the U.S. Bankruptcy Court for the Southern District of Texas
to deny the Houston Astros' motion to dismiss the Chapter 11 case
of Houston Regional Sports Network, L.P.

According to Vincent P. Slusher, Esq., at DLA Piper (US) LLP, on
behalf of the Petitioning Creditors, Astros indicated that if the
motion is granted they will terminate their media rights agreement
-- an act that will lead to the collapse of the Network and hence
the destruction of millions of dollars in value, well as
unemployment for the more than 130 individuals whom the Network
now employs.

According to a Forbes report, the Astros believe the bankruptcy
case is without merit as cash calls from the Astros will allow
payments to be made.  The network would not shut down in the case
of the bankruptcy, and the creditors in the Chapter 11 case are
seeking a trustee to manage the fledgling regional sports network
while the case is heard by Judge Marvin Isgur. Should that occur,
carriage deals could be made by the trustee without approval of
the key stakeholders, something the Astros are looking to avoid.

               About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

The Network also has one general partner -- Houston Regional
Sports Network, LLC -- "General Partner" -- which, subject to
certain limitations, exercises exclusive management, supervision,
and control over the Network's properties and business.  The
General Partner's sole purpose is to serve as the Network's
general partner; it has no authority or power to act outside of
that role.  The General Partner has three members -- Comcast
Owner, JTA Sports, Inc. -- "Rockets Owner" -- and Astros HRSN GP
Holdings LLC -- "Astros Owner".

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.


IBAHN CORP: Has Final OK to Obtain $1.5MM in DIP Financing
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on Oct. 4,
2013, issued a final order authorizing iBAHN Corporation, et al.,
to obtain secured postpetition superpriority financing of up to
$1.5 million from JP Morgan Chase Bank, N.A., who is also the
Debtors' prepetition lender.

To secure the DIP Loan Obligations, the DIP Lender is granted
valid, enforceable, and fully perfected, first priority priming
liens on and senior security interests in all of the property,
assets or interests in property or assets of each Debtor.

The DIP Lender is also granted an allowed superpriority expense
claim pursuant to Section 364(c)(1) of the Bankruptcy Code.

A copy of the Final DIP Order is available at:

  http://bankrupt.com/misc/IBAHNCORP_dip financing_order.pdf

Salt Lake City, Utah-based iBAHN Corporation, a provider of
Internet services to hotels, sought bankruptcy protection (Bankr.
D. Del. Case No. 13-12285), citing a loss of contracts with
largest customer Marriott International Inc. and patent litigation
costs.  iBAHN Chief Financial Officer Ryan Jonson said the company
had assets of $13.6 million and it listed liabilities of as much
as $50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors'
counsel.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.


IBAHN CORP: Can Employ Pachulski Stang as Bankruptcy Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on Oct. 4,
2013, granted iBAHN Corporation, et al., authorization to employ
Pachulski Stang Ziehl & Jones LLP as counsel for the Debtors, nunc
pro tunc to the Petition Date.

As reported in the TCR on Sept. 20, 2013, PSZ&J's principal
attorneys and paralegals presently designated to represent the
Debtors and their current hourly rates are:

   Laura Davis Jones    ljones@pszjlaw.com            $975
   Davis M. Bertenthal  dbertenthal@pszjlaw.com       $825
   James E. O'Neill     joneill@pszjlaw.com           $695
   Timothy P. Cairns    tcairns@pszjlaw.com           $575
   Lynzy McGee, paralegal                             $295

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

The firm assured the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
that it does not represent any interest adverse to the Debtors and
their estates.  The firm disclosed that it has received payments
from the Debtors during the year prior to the Petition Date in the
amount of $103,639.

Salt Lake City, Utah-based iBAHN Corporation, a provider of
Internet services to hotels, sought bankruptcy protection (Bankr.
D. Del. Case No. 13-12285), citing a loss of contracts with
largest customer Marriott International Inc. and patent litigation
costs.  iBAHN Chief Financial Officer Ryan Jonson said the company
had assets of $13.6 million and it listed liabilities of as much
as $50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors'
counsel.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.


IBAHN CORP: Wants to Employ Epiq as Administrative Advisor
----------------------------------------------------------
iBAHN Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Epiq Bankruptcy
Solutions, LLC, as administrative advisor for the Debtors, nunc
pro tunc to the Petition Date.

In addition to this Application, the Debtors also filed an
application for authorization under 28 U.S.C. Section 156(c) to
employ Epiq as the notice and claims agent for the Debtors.
According to the Debtors, given that the administration of the
cases will require Epiq to perform duties outside the scope of
28 U.S.C. Section 156(c), the Debtors have supplemented the
previously approved Section 156(c) Application with this
Application.

As part of its services as administrative advisor, Epiq will
continue to provide communication services postpetition to the
Debtors.

Todd W. Wuertz, Director of Consulting Services with the firm,
tells the Bankruptcy Court that Epiq is a "disinterested person,"
as that term is defined in Section 101(14) of the Bankruptcy Code,
and to the best of his knowledge, and based solely upon
information provided to him by the Debtors, neither Epiq, nor any
employee thereof, has any materially adverse connection to the
Debtors, their creditors, or other relevant parties.

Salt Lake City, Utah-based iBAHN Corporation, a provider of
Internet services to hotels, sought bankruptcy protection (Bankr.
D. Del. Case No. 13-12285), citing a loss of contracts with
largest customer Marriott International Inc. and patent litigation
costs.  iBAHN Chief Financial Officer Ryan Jonson said the company
had assets of $13.6 million and it listed liabilities of as much
as $50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors'
counsel.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.


IBAHN CORP: Files Schedules of Assets and Liabilities
-----------------------------------------------------
iBAHN Corporation filed with the U.S. 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           $19,960,035
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,846,803
  E. Creditors Holding
     Unsecured Priority
     Claims                                            78,213
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                 0
                                 -----------      -----------
        TOTAL                    $19,960,035      $15,925,016

A copy of the Schedules is available at:

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

Salt Lake City, Utah-based iBAHN Corporation, a provider of
Internet services to hotels, sought bankruptcy protection (Bankr.
D. Del. Case No. 13-12285), citing a loss of contracts with
largest customer Marriott International Inc. and patent litigation
costs.  iBAHN Chief Financial Officer Ryan Jonson said the company
had assets of $13.6 million and it listed liabilities of as much
as $50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors'
counsel.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.


IMH FINANCIAL: Sells Preferred Equity Interest in Joint Venture
---------------------------------------------------------------
IMH Financial Corp., through its wholly-owned subsidiaries, Royal
Multifamily Ventures 2013-1, LLC, and Royal Multifamily Promote
2013-1, LLC, completed the sale of its equity interests in a
multifamily portfolio comprised of 14 separate apartment
communities across six states.

The IMH Entities originally entered into a limited liability
agreement with other unrelated parties for the purpose of
acquiring these properties in February 2013.  In exchange for its
investment of $15 million in preferred equity, the IMH Entities
were entitled to receive a 15 percent annualized preferred return
plus certain other financial benefits.

The gain on sale, interest income, and other related net cash
flows received in excess of the original investment totaled
approximately $5.5 million.  While final results are unaudited at
this time, IMH expects that this transaction will cumulatively
represent a simple cash-on-cash return to the Company in excess of
35 percent, and an annualized yield in excess of 50 percent.

Will Meris, president of IMH, said, "In addition to pursuing
various development and other initiatives in connection with our
legacy assets, IMH has actively sought to make new real estate
based investments.  This apartment portfolio is a great example of
one such opportunity. When we decided to participate in this joint
venture, we believed that the investment offered compelling
potential returns to IMH on multiple fronts, including the
potential to realize considerable upside through any future
liquidation event.  In the meantime, we believed that the income-
producing nature of these assets would provide meaningful cash
flow to the Company.  Although we initially measured the likely
holding period of this investment in years, not months, we were
hard pressed to ignore a purchase offer that allowed IMH to
realize such elevated returns across such an abbreviated
timeframe."

This transaction is consistent with the Company's new investment
strategy described in previous SEC filings.  Management believes
that bringing this investment full cycle helps to underscore the
Company's ability to act opportunistically and achieve favorable
investment returns in the current market environment.

Meris further noted, "IMH possesses a strong network of real
estate professionals, banks, brokers and other financial
intermediaries, through which it receives deal flow.  As markets
continue to undulate, the Company will seek to continue to uncover
and fund what it views as attractive real estate based debt and
equity opportunities."

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

IMH Financial disclosed a net loss of $32.19 million in 2012, a
net loss of $35.19 million in 2011, and a net loss of $117.04
million in 2010.  The Company's balance sheet at June 30, 2013,
showed $255.27 million in total assets, $130.62 million in total
liabilities and $124.65 million in total stockholders' equity.


INTERNATIONAL FOREIGN: Meeting to Form Creditors' Panel on Oct. 28
------------------------------------------------------------------
Tracy Hope Davis, United States Trustee for Region 2, will hold an
organizational meeting on Oct. 28, 2013 at 10:00 a.m. in the
bankruptcy cases of International Foreign Exchange Concepts, L.P.
and International Foreign Exchange Concepts Holdings, Inc.  The
meeting will be held at:

         80 Broad Street
         4th Floor
         New York, NY 10014

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.


INVERSIONES ALSACIA: Holders of 8% Notes Agree to Waive Default
---------------------------------------------------------------
Inversiones Alsacia S.A. on Oct. 21 disclosed that it received and
accepted consents from the holders of approximately 89.7% of the
outstanding principal balance of its 8.00% Senior Secured Notes
due 2018, as well as 100% of its counterparties for foreign
currency hedge agreements relating to such Notes.  As a result,
Alsacia successfully obtained approval for the waiver of the
defaults, events of default, early amortization events and other
covenants under the Indenture, dated as of February 18, 2011, as
supplemented, described in the Amended and Restated Consent
Solicitation Statement, dated September 25, 2013, as supplemented
on October 3, 2013, October 10, 2013 and October 14, 2013.  The
waiver is now in full force and effect.

BofA Merrill Lynch acted as the solicitation agent for the consent
solicitation.  Global Bondholder Services Corporation acted as the
information and tabulation agent for the consent solicitation.
Information regarding the consent solicitation may be obtained by
contacting BofA Merrill Lynch, One Bryant Park, New York, New York
10036, Attention: Debt Advisory.  The solicitation agent may be
reached by telephone at (888) 292-0070 (toll-free) or (646) 855-
3401 (collect).

                          About Alsacia

Alsacia, together with its affiliate, Express de Santiago Uno
S.A., are collectively the largest operator in the Transantiago
Transportation System, transporting approximately 800,000
passengers every day, throughout 35 communities in Santiago, which
accounts for more than 30% of the passengers in Transantiago.
Alsacia and Express belong to an international holding company
with interests in public passenger transportation, environmental
solutions, outsourcing services and real estate development in
Chile, Colombia, Panama, Peru and the United States of America.

As reported by the Troubled Company Reporter-Latin America on
Oct. 18, 2013, Moody's Investors Service downgraded the senior
secured rating of Inversiones Alsacia S.A. to Caa2 from B2.
Moody's said the rating continues on review for possible
downgrade.


INVESTORS CAPITAL: DelCotto's T. Kent Barber Withdraws as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky has
approved the motion of T. Kent Barber, Esq., of DelCotto Law Group
PLLC, to remove him as counsel for Investors Capital Partners II,
LP, and to remove him from the Court's CM/ECF noticing list as a
party receiving service of all pleadings in this case.

Laura Day DelCotto, Esq., and Amelia Martin Adams, Esq., of
DelCotto Law Group PLLC, will remain as counsel of record for the
Debtor.

                   About Investors Capital II

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

Laura Day DelCotto, Esq., and Amelia Martin Adams, Esq., at
DelCotto Law Group, PLLC, represent the Debtor as counsel.

In court filings, the Debtors said their lenders have attempted to
foreclose against the Debtors' assets, and the Debtors have been
unable to reach agreements with their lenders that would allow the
Debtors to reorganize their debts in an orderly manner; thus, the
Debtors have little option except for the development of a joint
plan to reorganize operations and restructure debts for the
benefit of all creditors and parties in interest.


INVESTORS CAPITAL: Court Resets Confirmation Hearing to Nov. 22
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky has
rescheduled the evidentiary hearing (scheduled for Oct. 16 and
Oct. 17, 2013) on confirmation of Investors Capital Partners II,
LP's Chapter 11 Plan and on the objection to the Plan filed by PBI
Bank, Inc., to Nov. 20, 2013, at 10:00 a.m.

The Debtor filed its plan and disclosure statement on March 19,
2013.

The Bankruptcy Court has approved the Disclosure Statement
explaining the Plan.  As reported in the Troubled Company Reporter
on April 2, 2013, the Plan contemplates the continued business
operations of the Debtor and the payment of all allowed claims to
the extent possible over a period of time from future income and
revenue.  In general, all Claims will be paid to the greatest
extent possible from the additional capital contributed by the
holders of Equity Interest and a portion of net profits for 5
years after the Effective Date of the Plan.

                   About Investors Capital II

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

Laura Day DelCotto, Esq., and Amelia Martin Adams, Esq., at
DelCotto Law Group, PLLC, represent the Debtor as counsel.

In court filings, the Debtors said their lenders have attempted to
foreclose against the Debtors' assets, and the Debtors have been
unable to reach agreements with their lenders that would allow the
Debtors to reorganize their debts in an orderly manner; thus, the
Debtors have little option except for the development of a joint
plan to reorganize operations and restructure debts for the
benefit of all creditors and parties in interest.


JAMES RIVER: To Terminate Employees at McCoy Elkhorn Complex
------------------------------------------------------------
James River Coal Company in September unveiled the restructuring
of mining operations due to continuing weakness in the coal
markets at its McCoy Elkhorn operations, Bledsoe, operations and
Long Branch Surface operations and the related furloughing of
approximately 525 full-time employees.  The Company has now
determined that these operations will not restart within the next
six months.  On Oct. 16, 2013, the Company notified these
employees that they will be terminated during the fourth quarter
of 2013.  Where required, the Company issued Worker Adjustment and
Retraining Notification Act notices.

As a result of these actions, the Company anticipates paying
approximately $5.8 million in severance related costs during the
fourth quarter of 2013.  The Company's estimated severance related
costs are subject to a number of assumptions and actual results
may differ materially and additional charges not currently
expected may be incurred in connection with or as a result of
these reductions.

                          About James River

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

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

                           *     *     *

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

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

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

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


JHK INVESTMENTS: CBIZ MHM to Prepare 2012 Tax Returns
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut on
Oct. 8, 2013, granted the motion of JHK Investments, LLC, to
modify the scope and the terms of retention for accountants, CBIZ
MHM, LLC.

As reported in the TCR on Oct. 3, 2013, JHK Investments filed a
motion with the U.S. Bankruptcy Court, seeking permission to
modify the scope of retention of the Debtor's accountants, CBIZ
MHM, and the terms of engagement.

The Debtor and CBIZ seek to broaden the scope of the engagement to
include preparation of federal and state tax returns for the year
2012.  CBIZ and the Debtor estimate that the additional costs of
these services will not exceed $12,000.

The prior retention order contained a cap of $12,000 for services
rendered in connection with the original engagement of CBIZ.
Based upon this additional work, the Debtor requests the cap
required by Local Rule be increased by $12,000.

The firm's rates are:

    Professional                              Rates
    ------------                              -----
    Managing Directors and Directors         $410-$695
    Seniors Managers and Managers            $315-$450
    Seniors and Staff                        $100-$350

                       About JHK Investments

JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn.
Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating
under $100 million in assets and more than $10 million in
liabilities.  James Berman, Esq., Lawrence S. Grossman, Esq.,
Craig I. Lifland, Esq., and Aaron Romney, Esq., at Zeisler &
Zeisler, P.C., represent the Debtor.

Westport, Connecticut-based JHK is an investment company founded
by the former senior management team of United States Surgical
Corporation.  Founded by Leon C. Hirsch in 1963, USSC became a
global medical device manufacturer with sales exceeding
$1.2 billion and employing $4,000 Connecticut residents.  The
Debtor disclosed $38,690,639 in assets and $32,127,278 in
liabilities as of the Chapter 11 filing.

Following the success of USSC, Mr. Hirsch and two other senior
USSC executives created JHK in order to produce and develop new
markets and penetrate established markets throughout the world for
high-tech medical devices.  JHK owns equity in several start-up
medical subsidiaries.  The start-ups include Interventional
Therapies, LLC, Auditory Licensing Company, LLC, Biowave
Corporation, Gorham Enterprises, LLC, and American Bicycle Group,
LLC.

Bay City claims to be owed $31 million for funding provided to the
Debtor since January 2011.  The principals at JHK -- Mr. Hirsch,
Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's
obligations, pledged the property in Wilton, Connecticut to secure
obligations under the guaranty, and pledged all equity interests
of JHK.

In March 2012, Eleuthera, in its capacity as administrative agent
for Bay City, declared an event of default as a result of the
passage of the maturity date and the failure to pay the entire
amount outstanding.  On Aug. 28, 2012, Bay City and Eleuthera
purported to exercise the pledge agreements insofar as they
purported to register the Principals' interest in JHK in the name
of Eleuthera, as nominee for Bay City, and purported to reserve
their right to exercise voting rights in JHK.


JMC STEEL: Downgraded to Caa1 on Lower Sales
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that JMC Steel Group Inc., one of the largest U.S.
producers of steel pipe, was downgraded on Oct. 21 by Moody's
Investors Service to a Caa1 corporate rating after revenue
declined in the first nine months this year by 18 percent.

According to the report, Moody's also observed that prices are
"relatively depressed."

The new Moody's rating is two levels below the downgrade issued in
June by Standard & Poor's, based on "difficult industry
conditions."

Moody's said the Chicago-based company "lost market share as
industry conditions have become highly competitive."


JOURNAL REGISTER: Nov. 14 Hearing on Exclusivity Extensions
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Nov. 14, 2013, at 10 a.m., to consider
Pulp Finish 1 Company, et al.'s motion for exclusivity extension.
Objections, if any, are due Oct. 29, at 4 p.m.

As reported in the Troubled Company Reporter on Oct. 1, 2013, the
Debtors filed a fourth motion seeking extension of their exclusive
plan filing period through Dec. 30, and their exclusive period to
solicit plan votes through Feb. 28, 2014.

                     About Journal Register

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

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

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

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

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

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

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

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

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

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

On July 2, 2013, the Debtors filed a Joint Plan of Liquidation.
The Court approved adequacy of the Disclosure Statement on Aug.
29.  Voting deadline on the Plan is Oct. 1 at :00 p.m. ET.  The
hearing to consider confirmation of the Plan is currently
scheduled for Oct. 8.


JOURNAL REGISTER: Committee Co-Proposes Liquidating Plan
--------------------------------------------------------
Pulp Finish 1 Company, formerly known as Journal Register Company,
et al., and the Official Committee of Unsecured Creditors filed
with the U.S. Bankruptcy Court for the Southern District of New
York a Joint Plan of Liquidation dated Oct. 15, 2013.

The Plan proposes this treatment of claims, among other things:

   1. Class 2 -- Prepetition Revolving Credit Facility Claims --
all prepetition revolving credit facility claims have been
paid in full in cash prior to the date hereof in full and final
satisfaction, settlement, release, and discharge of such pre-
petition revolving credit facility claims.

   2. Class 3 -- TLA/TLB Secured Claims All TLA/TLB Secured Claims
-- have been satisfied in full and released prior to the date
hereof pursuant to the Section 363 sale transaction.

   3. Class 4 -- Other Secured Claims -- each Allowed Other
Secured Claim will receive treatment that renders such Claim not
impaired pursuant to Section 1124 of the Bankruptcy Code.

   4. Class 5 -- 363 Sale Assumed & Assigned Claims -- holders of
Allowed 363 Sale Assumed & Assigned Claims will not receive any
Distribution from the Estates or the Liquidating Trust Assets.

   5. Class 6 -- General Unsecured Claims -- Each Holder of an
Allowed General Unsecured Claim will receive its Pro Rata Share of
the Liquidating Trust Assets after payment in full of Allowed
Administrative Claims, Allowed Priority Tax Claims, Allowed
Priority Non-Tax Claims, Allowed Other Secured Claims and the
costs of administration of the Liquidating Trust.

   6. Class 7 -- Intercompany Claims -- any and all Intercompany
Claims will be adjusted, paid, continued, or discharged to the
extent reasonably determined appropriate by the Liquidating
Trustee.

   7. Class 8 -- Equity Interests in the Debtors --  Holders of
Equity Interests in the Debtors will neither receive nor retain
any property under the Plan.

The Plan will be implemented by:

   A. substantive consolidation of the Debtors for plan purposes
only;

   B. all of the Liquidating Trust Assets will vest in the
Liquidating Trust free and clear of all Claims, Equity Interests,
liens, charges or other encumbrances; and

   C. preservation of causes of action.

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

                     About Journal Register

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

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

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

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

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

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

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

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

Gerald C. Bender, Esq., at Lowenstein Sandler LLP, represented the
Official Committee of Unsecured Creditors.  FTI Consulting, Inc.,
served as financial advisor.

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


K-V PHARMA: Appoints James Goldfarb and Gregory Norden to Board
---------------------------------------------------------------
K-V Pharmaceutical Company on Oct. 11, 2013, announced the
appointment of Dr. James M. Goldfarb and Mr. Gregory Norden to its
Board.

"Greg Norden and Dr. Goldfarb's breadth of knowledge and
experience will provide invaluable insight to KV as we continue to
grow the business and strive to deliver innovative women's
healthcare products," said Greg Divis, CEO of KV.

Norden and Dr. Goldfarb will join former President of Wyeth
Pharmaceuticals, Joseph M. Mahady, as the newest members of KV's
board.  KV announced Mr. Mahady's appointment as Chairman of the
Board on Oct. 3, 2013.

"I'm pleased to welcome Greg and Jim to the board.  Greg brings an
extraordinary depth of financial experience developed across his
operating and board roles, while Dr. Goldfarb brings critical
perspective as a scientist, physician and patient advocate," said
Mr. Mahady.

Mr. Norden is currently the managing director of G9 Capital Group,
LLC, which invests in early stage ventures and provides corporate
finance advisory services.  Mr. Norden sits on the boards of
Zoetis, a global leader in discovering, developing, manufacturing
and commercializing animal health medicines and vaccines,
NanoString Technologies, a provider of life science tools for
translational research and development of molecular diagnostic
products, and Welch Allyn, a global provider of medical diagnostic
equipment.  Before joining Wyeth, Mr. Norden was with Arthur
Andersen and Co., working primarily with multi-national companies
in the consumer goods and financial services industries.

Dr. Goldfarb is known as a pioneer in the field of infertility and
is past president of the Society for Assisted Reproductive
Technologies (SART), a national professional group that provides
leadership to the country's In Vitro Fertilization (IVF) programs.
Dr. Goldfarb co-founded the Partnership for Families Program,
which provides free IVF cycles for qualifying couples, among other
services.  His infertility programs have been credited for many
firsts, including the first IVF birth in Ohio in 1983 and the
world's first IVF/surrogate birth in 1986.  In addition, he co-
founded Rapid Medical Research (RMR), which is a multi-therapeutic
clinical research center offering a wide range of services and
support to pharmaceutical and biotechnology companies.  Dr.
Goldfarb sold RMR in 2006.  He has been a consultant to private
equity firms on various healthcare related investments and has
held a number of board positions, including with the Miami
University Business School Advisory Board and the American Society
of Reproductive Medicine Board of Directors.  Dr. Goldfarb earned
his medical degree from the Ohio State University School of
Medicine and his master of business administration from the Case
Western Reserve University Weatherhead School of Management.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori
R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


LEE'S FORD: Wants Solicitation Period Extended Until Dec. 31
------------------------------------------------------------
Lee's Ford Dock, Inc., Hamilton Brokerage, LLC, Hamilton Capital,
LLC, Lee's Ford Hotels, LLC, Lee's Ford Woods, LLC, and Top Shelf
Marine Sales, Inc., ask the U.S. Bankruptcy Court for the Eastern
District of Kentucky to extend the Debtors' exclusive period
within which the Debtor may solicit acceptances of their Joint
Plan of Reorganization through and including Dec. 31, 2013.
Currently, the Debtors' exclusive solicitation period is set to
expire Oct. 30, 2013.

Subject to the Court's calendar and approval, the Debtors
anticipate that the Plan confirmation hearing will be held prior
to the close of the year, but it will not be held before the
expiration of the current exclusive solicitation period.  The
Court approved the Disclosure Statement on Sept. 25, 2013.

The Debtors believe that extension of the exclusive solicitation
period will facilitate the confirmation process and that requisite
cause exists under 11 U.S.C. Section 1121(d) for the Court to
authorize such an extension.

                        About Lee's Ford

Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital
LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf
Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D.
Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008.  The Debtors
collectively operate as "Lee's Ford Resort & Marina" --
http://www.leesfordmarina.com/-- which consists of a boat dock,
lodging facilities, the Harbor Restaurant & Tavern, a retail
store, and a boat brokerage business and Web site located at
http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky.

Hamilton Brokerage LLC and Hamilton Capital LLC are not actively
involved in the Debtors' operations, but are holding companies set
up as part of the structure of the original purchase transactions
which began in 2003.

The Debtors' revenues were adversely impacted by the lowering of
the water level of Lake Cumberland in January 2007 to allow for
repairs to Wolf Creek Dam.  The Debtors were forced to incur
extraordinary costs to relocate the Dock and related facilities in
accordance with the new water level.

Attorneys at DelCotto Law Group PLLC, in Lexington, Ky., serve as
the Debtors' counsel.  The Debtor disclosed $21,225,899 in assets
and $13,339,745 in liabilities as of the Chapter 11 filing.  The
petition was signed by James D. Hamilton, president.  Mr. Hamilton
has been designated as the individual responsible for performing
the duties of the Debtors.

Smith, Currie & Hancock LLP serves as special counsel to advise
and assist the Debtor in connection with its pursuit of claims
against the U.S. Army Corps of Engineers.  Venters Law Office
serves as special counsel to advise and assist the Debtor in
connection with the prosecution and defense of general litigation
matters, including the collection of unpaid boat slip rental fees,
and any other specific matters in connection therewith.

The U.S. Trustee has said an official committee has not been
appointed in the bankruptcy case of Lee's Ford Dock Inc. because
an insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.


LEHMAN BROTHERS: Ernst & Young Agrees to Pay $99MM in Settlement
----------------------------------------------------------------
Michael Rapoport, writing for The Wall Street Journal, reported
that Ernst & Young LLP has agreed to pay $99 million to settle
investor class-action allegations that it turned a blind eye when
its audit client Lehman Brothers Holdings Inc. misled investors
before the investment bank's 2008 collapse.

According to the report, the investors and Ernst "have reached an
agreement in principle" to settle the litigation, the accounting
firm and plaintiffs' attorneys both said. The two sides are in the
process of drafting a formal settlement agreement, plaintiffs'
attorneys said in a letter filed in U.S. District Court in
Manhattan.

The settlement will be subject to court approval, the report
related.

Ernst said in a statement that it "denies all liability" in the
case and "chose to settle this claim to put this matter behind
us," the report cited.

The litigation had claimed that Lehman's officials, underwriters
and auditors misled investors about its financial health,
leverage, risk management and exposure to risky mortgage and real-
estate assets when the bank sold the investors billions of dollars
in Lehman securities, the report further related.  Those investors
suffered big losses when Lehman collapsed into bankruptcy in
September 2008.

                        About Lehman Brothers

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

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

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

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

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

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

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

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

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

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


LONE PINE: Receives Final U.S. Court Protection
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Lone Pine Resources Inc., a independent oil and gas
exploration and production company, was granted protection from
creditors in the U.S. when a bankruptcy judge in Delaware signed
an order on Oct. 18 ruling that the company's reorganization in
Alberta is a so-called foreign main bankruptcy proceeding.

According to the report, Lone Pine filed for reorganization in
Canada in September and simultaneously sought Chapter 15
protection in Delaware.  Last week's U.S. order automatically
halts creditor actions in the U.S. and allows the Canadian court
to decide how the company should be restructured and creditors'
claims treated.

Calgary-based Lone Pine worked out an agreement before bankruptcy
with holders of 75 percent of the $195 million in senior notes.
Assuming the arrangement works out, Noteholders will receive 100
percent ownership of the new common stock, in a plan under
Canada's Companies' Creditors Arrangement Act.

The 10.375 percent senior unsecured notes traded on Oct. 21 for
56.195 on the dollar, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.  The notes
sold for 85 cents on June 3.

Although the company's operations are entirely within Canada,
there are some assets in the U.S., thus requiring the Chapter 15
filing.

Lone Pine had an initial public stock offering at $13 a share in
May 2011, raising $195 million. The stock lost 3.5 percent in the
first day's trading, never to surpass the offering price.

                   About Lone Pine Resources

Calgary, Canada-based Lone Pine Resources Inc. is an independent
oil and gas exploration, development and production company with
operations in Canada.  The Company's reserves, producing
properties and exploration prospects are located in the provinces
of Alberta, British Columbia and Quebec, and in the Northwest
Territories.  The Company is incorporated under the laws of the
State of Delaware.

Lone Pine entered bankruptcy protection in Canada on Sept. 25,
2013, under the Companies' Creditors Arrangement Act and received
an initial protection order from an Alberta court the same day.
Lone Pine Resources simultaneously filed for Chapter 15 protection
in Delaware in the United States (Bankr. D. Del. Case No. 13-
12487) to seek recognition of the CCAA proceedings.

Lone Pine, LPR Canada and all other subsidiaries of the Company
are parties to the CCAA and Chapter 15 proceedings.

Lone Pine is being advised by RBC Capital Markets, Bennett Jones
LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in
connection with the restructuring, with Wachtell, Lipton, Rosen &
Katz LLP providing independent advice to the Company's board of
directors.  The Supporting Noteholders are being advised by
Goodmans LLP and Stroock & Stroock & Lavan LLP.

U.S. Bankruptcy Judge Brendan Linehan Shannon oversees the
Chapter 15 proceedings.


LOUISIANA-PACIFIC: Moody's Confirms 'Ba3' CFR & 'B1' Notes Rating
-----------------------------------------------------------------
Moody's Investors Service confirmed Louisiana-Pacific
Corporation's ("LP") Ba3 Corporate Family Rating (CFR), Ba3-PD
probability of default rating (PDR) and B1 senior unsecured notes
rating. The rating confirmation concludes a review for possible
downgrade that was initiated on September 5, 2013 following LP's
announcement that it had agreed to acquire Ainsworth Lumber
Company Limited ("Ainsworth")(B2/RUR Up) for $900 million and
assume about $330 million of Ainsworth's debt. The rating outlook
is stable and the speculative grade liquidity rating remains
unchanged at SGL-1.

Outlook Actions:

Issuer: Louisiana-Pacific Corporation

Outlook, Changed To Stable From Rating Under Review

Confirmations:

Issuer: Louisiana-Pacific Corporation

Probability of Default Rating, Confirmed at Ba3-PD

Corporate Family Rating, Confirmed at Ba3

Senior Unsecured Regular Bond/Debenture Jun 1, 2020, Confirmed at
B1

Downgrades:

Issuer: Louisiana-Pacific Corporation

Senior Unsecured Regular Bond/Debenture Jun 1, 2020, Downgraded to
LGD5, 78 % from LGD4, 63 %

Ratings Rationale:

The rating confirmation and stable outlook is based on Moody's
expectation that LP will successfully integrate Ainsworth and
generate strong leverage metrics for its rating during the next
12-18 months. Following the deal, LP's pro forma leverage
(debt/EBITDA) will increase to over 2x, excluding synergies and
including Moody's standard adjustments for pensions and operating
leases, from 1.6x as of 30 June. LP's pro forma adjusted debt will
almost double to $1 billion from $540 million as of 30 June, while
last-12-month EBITDA (before synergies) will only increase by
about 60%. Moody's expects the combined company will generate
strong free cash flow as the US housing market continues to
improve towards trend levels over the next few years. On October
17 2013, Ainsworth announced that it has received consent that the
acquisition by LP will not constitute a change of control and
Ainsworth will not be required to make a change of control offer
under the indenture in connection with the acquisition. If the
transaction concludes as announced, Ainsworth's $315 million
senior secured notes due 2017 will be assumed and guaranteed by
LP. When the acquisition closes, Ainsworth's $315 million senior
secured notes will rank ahead of LP's $350 million senior
unsecured notes due 2020 (rated B1) and would be rated Ba2. The
acquisition is expected to close before the end of 2013. The
ratings are subject to the transaction closing as announced and
Moody's review of final documentation.

LP's Ba3 corporate family rating reflects the combined company's
leading market share and broad North American footprint in the
production and sale of oriented strand board (OSB), engineered
wood products and wood siding. The combined company will control
more than 30% of the OSB market in North America. The rating also
reflects LP's increasing Latin American manufacturing presence,
expanded access to Asian markets, low cost operating assets and
strong cash position. This is tempered by the company's lack of
product diversity and the significant volatility in pricing and
demand of the company's primary product - OSB.

LP's SGL-1 speculative grade liquidity rating reflects the
combined company's strong liquidity. The company will have about
$350-$400 million of cash (proforma June 2013, net of restricted
cash) as its primary source of liquidity. The company also has no
borrowings under its $100 million committed asset-based credit
facility (availability of about $92 million on June 30, 2013 net
of letter of credit usage), which will mature in October 2016.
Moody's estimates the combined company will generate free cashflow
of over $170 million over the next year. The company has no
significant debt maturities until 2017. The transaction will not
strain the company's liquidity, as LP has a $430 million 6 year
secured term loan in place to fund the acquisition and back stop
the Ainsworth bonds (Moody's expects that the commitment on this
loan will be reduced to $100 million since the consent on the
Ainsworth change of control put has been received).

An upgrade would depend on a sustained improvement in the
company's financial performance. An upgrade may be considered if
the company is able to sustain normalized RCF/TD and (RCF-
Capex)/TD measures of 20% and 12%.  The rating could be lowered if
it appears that the company's liquidity deteriorates significantly
and if normalized RCF/TD and (RCF-Capex)/TD falls below 10% and 5%
respectively.


M.M.B. ENTERPRISES: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: M.M.B. Enterprises, Inc.
        2360 SE Rivergate Pkwy
        Port Saint Lucie, FL 34952

Case No.: 13-35345

Chapter 11 Petition Date: October 22, 2013

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

Judge: Hon. Paul G Hyman Jr.

Debtor's Counsel: David L. Merrill, Esq.
                  OZMENT MERRILL
                  2001 Palm Beach Lakes Blvd, Suite 410
                  West Palm Beach, FL 33409
                  Tel: 561.689-6789
                  Fax: 561.689-6767
                  Email: ecf@ombkc.com

Total Assets: $1.03 million

Total Liabilities: $2.30 million

The petition was signed by Michael D. Brill, president.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flsb13-35345.pdf


MI PUEBLO: Bustamante Approved as Counsel in Turlock Suit
---------------------------------------------------------
Mi Pueblo San Jose, Inc., obtained U.S. Bankruptcy Court approval
to employ Bustamante & Gagliasso, P.C. as Special Counsel to
provide advice and representation regarding the pending civil
matter of NUCP Turlock v. Mi Pueblo San Jose, Inc., Santa Clara
County Superior Court Case No.: 1-11-CV-210469.

As reported in the Troubled Company Reporter on August 27, 2013,
Mi Pueblo proposed to pay the firm based on these hourly rates:

    Professional                    Rates
    ------------                    -----
    Partner                        $340/hour
    Senior Associate Attorney      $270/hour
    Paralegals                     $110/hour

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MIDTOWN SCOUTS: Wants Plan Filing Period Extended Until December 3
------------------------------------------------------------------
Midtown Scouts Square Property, LP, and Midtown Scouts Square,
LLC, ask the U.S. Bankruptcy Court for the Southern District of
Texas to extend the Debtors' exclusive period to file a plan until
Dec. 3, 2013, and the Debtors' exclusive period to confirm a plan
until Feb. 4, 2014.

According to the Debtors, on June 24, 2013, they filed their
Motion to Estimate the Claim of Richey Family Limited Partnership,
L.E. Richey, Todd Richey, and Bank of Houston (for indemnity only)
which is currently pending before the Bankruptcy Court.  The Court
set trial on the Estimation Motion and Objection to Proof of Claim
filed by the Richeys for October 22-24, 2013.

According to the Debtors, "Claims alleged by the Richeys in the
litigation are potentially substantial and allowance of the same
could significantly impact any plan filed by the Debtors,
including whether the Richeys have an equity interest in the
Debtors.  Thus, the Estimation Motion must be resolved before the
Debtors can confirm a plan.  Because the Court may not enter a
ruling on the Estimation Motion and Claim Objection prior to the
expiration of the exclusivity period, and the Debtors will require
at least two to three weeks to evaluate the financial impact of
Court's ruling on the Estimation Motion, the Debtors will not be
able to file a meaningful Chapter 11 Plan prior to the expiration
of the current exclusivity period."

                   About Midtown Scouts Square

Midtown Scouts Square Property, LP, and affiliate Midtown Scouts
Square, LLC, own two commercial properties located in Midtown
Houston, Texas.  The first property is a mixed use 36,000-square-
foot two-storey office/restaurant building originally
constructed in 1975, while the second property is a 104,000-square
foot eight-storey parking garage with ground floor retail space,
both in Bagby Street, in Houston.

The two entities sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 13-32920) on May 9, 2013.  The petitions were signed
by Erich Mundinger as president of general partner.  Judge Karen
K. Brown presides over the case.  In its schedules, MSS Property
disclosed $17,408,328 in assets and $16,666,325 in liabilities.
Edward L. Rothberg, Esq. at Hoover Slovacek, LLP, serves as the
Debtor's counsel.  Hawash Meade Gaston Neese & Cicack, LLP, serves
as special litigation counsel.


MONTREAL MAINE: To Have Official Victims' Committee
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Montreal Maine & Atlantic Railway Ltd., the bankrupt
railroad whose runaway train killed 47 people after derailing and
burning in Lac-Megantic, Quebec, will have an official committee
to represent victims of the disaster.

According to the report, in a railroad reorganization like MM&A's,
creditors' committees aren't automatically appointed as they are
for ordinary companies in Chapter 11, in part because railroads
must have trustees appointed.

Initially, MM&A's trustee and the U.S. Trustee both objected to a
victims' committee, the report related.  They withdrew their
objections when U.S. Bankruptcy Judge Louis H. Kornreich in
Bangor, Maine, said in court that a victims' committee would be
limited to conferring with the trustee and participating in
formulation of a Chapter 11 plan.

Judge Kornreich wrote a four-page opinion on Oct. 18 finding a
need for an official committee given the unique circumstances of
the MM&A bankruptcy. Most of the victims speak French, are
"unsophisticated in affairs of this type" and lack resources to
hire individual counsel, he said.

The request by the Quebec provincial government for a committee
ultimately was opposed by a group of 42 victims of the disaster.
They were afraid, in Judge Kornreich's words, that a committee
would come between them and their "chosen representatives."

Judge Kornreich told the U.S. Trustee to select a committee "of
sufficient size and diversity" to assist in "formulation of a plan
which will determine the extent to which victims may share in any
distribution."

The trustee and his counterpart in parallel proceedings in Canada
intend to sell the business at auction in mid-December.

Bloomberg notes that the official lists of property and debt show
assets with a value of $46.1 million and liabilities totaling
$54.4 million, including $38.4 million in secured claims. The
railroad didn't estimate injury, death and damage claims.  In
addition to $28 million owing to the U.S. Federal Railroad
Administration, Wheeling & Lake Erie Railway Co. is owed $6
million, secured by accounts receivable. Trade suppliers are owed
$3.5 million, according to a court filing.

                        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.


MSR HOTELS: Trademarks to Be Auctioned Off in January
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MSR Hotels & Resorts Inc., a real-estate investment
trust controlled by Paulson & Co., will hold an auction on Jan. 30
to sell trademarks not included in the sales of affiliates'
already-completed bankruptcies.

According to the report, the bankruptcy judge in New York approved
auction and sale procedures on Oct. 21. Competing bids are due on
Jan. 28.

Initiated in May, the MSR Hotels Chapter 11 filing was designed to
stop a lawsuit filed by Five Mile Capital Partners LLC and sell
trademarks for the Grand Wailea Resort Hotel and Spa in Hawaii,
the La Quinta Resort and Club in La Quinta, California, and the
Arizona Biltmore Resort and Spa in Phoenix.

MSR Hotels was an indirect owner of the three hotels, which were
among five properties owned by Paulson and Winthrop Realty Trust
that were acquired in late February through consummation of a
Chapter 11 reorganization plan in U.S. Bankruptcy Court in New
York. The properties were purchased by secured lender Government
of Singapore Investment Corp., which the REIT said is the logical
buyer for the trademarks.

In approving the affiliates' plan, U.S. Bankruptcy Judge Sean H.
Lane overruled objections from the Internal Revenue Service and
Five Mile. The new bankruptcy resulted from a lawsuit Five Mile
filed in New York State court in April against MSR Hotels and its
officers from Paulson. MSR Hotels characterized Five Mile as an
"out of the money" lender to the five resorts.

The Five Mile suit, transferred to federal court, blocked the
ability to sell the marks outside of bankruptcy. This week, Lane
formally dismissed the Five Mile lawsuit in its entirety.

MSR Hotels listed assets of $785,000 and liabilities totaling
$59.2 million. Debt includes $59.1 million owing to Midland Loan
Services Inc. Midland has a lien on the three resorts' trademarks.

Other than the trademarks, MSR Hotels' other assets were listed as
being $150,000 in unrestricted cash. The company has no
operations. Revenue in 2012 was $32,500, according to a court
filing.

In the bankruptcy of the five resorts, one was sold. The remaining
four went to the Singapore fund under the Chapter 11 plan for $1.5
billion, consisting of $1.12 billion in cash and $360 million in
debt.

Paulson and Winthrop acquired the five resorts through foreclosure
in early 2011. The other two are the Claremont Resort & Spa in
Berkeley, California, and the Doral Golf Resort and Spa in Miami.
Donald Trump bought the Doral property last year.

Paulson and Winthrop put all five into Chapter 11 in February 2011
to halt foreclosure of $1 billion in mortgages and $525 million in
maturing mezzanine debt.

The five properties in their prior bankruptcy listed assets of
$2.2 billion and liabilities of $1.9 billion. An affiliate of
Morgan Stanley purchased the five resorts in 2007 for $4 billion.
Revenue in 2010 was $465 million.


NATURAL MOLECULAR: Files Bankruptcy in Seattle
----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Natural Molecular Testing Corp. filed a petition for
Chapter 11 protection on Oct. 21 in Seattle.

According to the report, the Renton, Washington-based company
provides molecular diagnostic-testing services, including testing
for sexually transmitted diseases and screening and counseling
about cystic fibrosis. The closely held company said assets are
worth more than $100 million while debt is less than $50 million.

The report related that Natural Molecular's bare-bones printed-
form petition was accompanied by little more than a list of
creditors.


NEW YORK CITY OPERA: Cash May be Unavailable for Creditors
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York City Opera, which filed for Chapter 11
protection this month, submitted on Oct. 22 official lists of
assets and debts showing that little in the way of cash may be
available for distribution to creditors with claims listed for
$3.6 million.

According to the report, although $6.68 million in assets includes
at least $4.77 million in cash, the opera warned in a footnote
that significant portions "may only be used in accordance with
terms of the respective gift instruments."

The nonprofit opera generated opposition from musicians to a
proposal for refunding $323,000 in prepaid tickets, the report
related.  The initial hearing, held earlier this month, was
postponed to Oct. 29.

The opera's lawyer told the bankruptcy judge there may be a merger
partner to take over some of the operations.

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
on Oct. 3 (Bankr. S.D.N.Y. Case No. 13-13240), listing between
$1 million and $10 million in both assets and debts.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


NORTHERN LIGHTS: In Default of CNSX Requirements
------------------------------------------------
The Canadian National Stock Exchange on Oct. 21 disclosed that
Northern Lights Resources Corp. is in default of CNSX
requirements.  Effective immediately, Northern Lights is suspended
pursuant to CNSX Policy 3.  The suspension is considered a
Regulatory Halt as defined in National Instrument 23-101 Trading
Rules.

Date: Effective Immediately, October 21, 2013

Symbol: NLE

Northern Lights Resources Corp. --
http://www.northernlightsresources.com-- is a Canada-based
company.  The Company is engaged in the business of mineral
exploration.  The Company focuses on the acquisition, evaluation
and exploration of mineral resource properties.


OLD SECOND: OCC Terminates Consent Order With Bank
--------------------------------------------------
The Office of the Comptroller of the Currency terminated the
Consent Order it had entered into with Old Second National Bank,
the wholly owned subsidiary of Old Second Bancorp, Inc., on
May 16, 2011.  The OCC is the primary federal regulator of the
Bank.

Even though the Consent Order has been terminated, the Bank is
still subject to the risk-based capital regulatory guidelines,
which include the methodology for calculating the risk-weighting
of the Bank's assets, developed by the OCC and the other bank
regulatory agencies.  In connection with the current economic
environment, the Bank's current level of nonperforming assets and
the risk-based capital guidelines, the Bank's board of directors
has determined that the Bank should maintain a Tier 1 leverage
capital ratio at or above eight percent and a total risk-based
capital ratio at or above 12 percent.  The Bank currently exceeds
those thresholds.

                          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.


OXIGENE INC: Restates Financial Report for June 2013 Quarter
------------------------------------------------------------
OXiGENE, Inc., filed on Oct. 18, 2013, Amendment No. 1 to its
Quarterly Report on Form 10-Q for the six-months ended June 30,
2013, originally filed with the Securities and Exchange Commission
on Aug. 12, 2013, to restate the Company's financial statements
for the three and six months ended June 30, 2013, to record a non-
cash deemed dividend of approximately $2.5 million related to a
beneficial conversion feature present in the Company's Series A
Preferred Stock, par value $.01 per share, which was issued in
April 2013, and to update the related disclosures in the Original
Filing.

The adjustments did not have an effect on the Company's previously
reported net loss, comprehensive loss, assets or liabilities on
the balance sheet or the statement of cash flows.

The Company reported a net loss of $1.6 million for the three
months ended June 30, 2013, compared with a net loss of
$2.3 million for the same period last year.

The Company reported a net loss of $3.5 million for the six months
ended June 30, 2013, compared with a net loss of $4.1 million for
the corresponding period of 2012.

"We did not recognize any revenue in the three month periods ended
June 30, 2013m or June 30, 2012.  We recognized approximately $0
and $114,000 in product revenue for the six month periods ended
June 30, 2013, and June 30, 2012, respectively."

The Company's balance sheet at June 30, 2013, showed $8.3 million
in total assets, $891,000 in total current liabilities, and
stockholders' equity of $7.4 million.

"We have experienced negative cash flow from operations each year
since our inception, except in fiscal 2000.  As of June 30, 2013,
we had an accumulated deficit of approximately $231,447,000.  We
expect to continue to incur increased expenses, resulting in
losses, over at least the next several years due to, among other
factors, our continuing and planned clinical trials and
anticipated research and development activities."

Ernst & Young LLP, in Redwood City, California, expressed
substantial doubt about OXiGENE, Inc.'s ability to continue as a
going concern, following its report on the Company's financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred operating losses
since inception and expects to continue to incur operating losses
over the next several years.

A copy of the Form 10-Q/A is available at http://is.gd/QCCgs2

South San Francisco, Calif.-based OXiGENE, Inc., is a
biopharmaceutical company primarily focused on the development of
vascular disrupting agents, or VDAs, for the treatment of cancer.


PALM BEACH CHURCH: Files Bankruptcy to Stop Foreclosure
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Palm Beach Community Church Inc. filed a Chapter 11
petition on Oct. 20 in West Palm Beach, Florida, to block PNC
Bank from foreclosing an $11.3 million mortgage.

According to the report, the church claims the property in Palm
Beach Gardens, Florida, is worth $12.7 million.

The pastor has an annual salary of almost $100,000, according to
court papers, the report related.  Income so far this year has
been $988,500. Last year, income was $967,500.

The petition listed assets with a value of $15.6 million against
debt totaling $11.4 million.


PATRIOT COAL: Seeks to Enter Into Backstop Purchase Agreement
-------------------------------------------------------------
Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the District of Missouri for permission to:

     (1) enter into a backstop purchase agreement among
         the Debtors and the proposed rights offerings
         backstop parties, and

     (2) conduct rights offerings pursuant to which the Debtors
         will offer Eligible Holders of Allowed Senior Notes
         Claims, Allowed Convertible Notes Claims and Allowed
         General Unsecured Claims and the Backstop Parties rights
         to purchase 15% senior secured second lien notes issued
         by the Reorganized Debtors and Warrants exercisable for
         New Class A Common Stock of the Reorganized Debtors.

The Debtors also ask the Court to approve procedures for the
Rights Offerings to be implemented in connection with the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code.

On Sept. 6, 2013, the Debtors filed the Debtor's Joint Plan of
Reorganization.  Following the filing of the Initial Plan, the
Debtors continued to engage in discussions with investors
regarding a transaction that would provide hundreds of millions of
dollars of emergence financing for the Estates.

The Debtors also continued their negotiations with the UMWA, Arch
Coal, Inc., and Peabody Energy Corporation in an attempt to reach
global settlements with these parties and resolve the risks and
uncertainties created by the parties' ongoing litigation, provide
necessary to the Debtors and provide funding to the UMWA VEBA.

On Oct. 9, 2013, the Debtors filed the First Amended Joint Plan
and Disclosure Statement, which reflected new sources of liquidity
resulting from these extensive efforts, consisting of a $250
million commitment by certain funds and accounts and/or advised by
Knighthead Capital Management, LLC, to backstop the Rights
Offerings and $150 million in incremental value and liquidity on
account of the Arch Settlement and Peabody Settlement.

"Together, the Rights Offerings, Backstop Commitment, Arch
Settlement and Peabody Settlement for the cornerstones of the
Debtors' Plan, which the Debtors believe provides substantially
greater value to the Estates and a more expeditious emergence from
Chapter 11 than any other alternative.  The rights Offerings Term
Sheet has been consented to and is supported by the Creditors'
Committee and the UMWA, subject to definitive documentation," the
Debtors said in court papers.

The Motion is scheduled for hearing on Nov. 6, 2013, at 10:00 a.m.
any response or objection to the Motion must be filed with the
Court by 4:00 p.m. on Oct. 30, 2013.

A copy of the Motion is available at:

http://bankrupt.com/misc/patriotcoal.doc4834.pdf

                        About Patriot Coal

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

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

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

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

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

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


PATRIOT COAL: Ernst & Young to Audit Union Retirement Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri on
Oct. 22, 2013, authorized Patriot Coal Corporation, et al., to
expand the scope of their employment of Ernst & Young LLP as
independent auditor for the Debtors, to include, in addition to
the previously authorized audit services, certain union retirement
plan audit services pursuant to the terms and conditions of the
additional engagement letter dated as of Aug. 14, 2013, nunc pro
tunc to Aug. 14, 2013.

As reported in the TCR on Aug. 30, 2013, Pursuant to the terms of
the Additional Engagement Letter, EY LLP will provide these Union
Retirement Plan Audit Services:

  * Auditing and reporting on the financial statements and
supplemental schedules of the Patriot Coal Corporation 401(k)
Union Savings Plan (the "Plan") for the years ended Dec. 31, 2011,
and Dec. 31, 2012, which are to be included in the Plan's
Form 5500 filing with the Employee Benefits Security
Administration of the Department of Labor (the "Plan Audit
Services"); and

  * Any special audit-related projects that are integral to and
necessary for the performance of the Plan Audit Services, such as
research and/or consultation on special Plan business or financial
issues (i.e., plan amendments, plan suspensions, etc.) (the
"Special Plan Audit-Related Services").

Pursuant to the terms and conditions of the Additional Engagement
Letter, the Debtors have agreed to pay EY LLP a fixed fee of
$35,000 for the Plan Audit Services.

In addition, fees for the Special Plan Audit-Related Services will
be billed on an hourly basis, separately from, and in addition to,
the Fee described above.  The hourly fees for any Special Plan
Audit-Related Services are:

     National Partner/Principal               $600
     Partner/Principal/Executive Director     $525
     Senior Manager                           $430
     Manager                                  $375
     Senior                                   $275
     Staff                                    $190

In addition to the fees set forth above, the Debtors and EY LLP
have agreed that the Debtors will reimburse EY LLP for any direct
expenses incurred in connection with EY LLP's retention in the
Debtors' Chapter 11 cases and the performance of the Union
Retirement Plan Audit Services.

                        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.


PRIVE AUTOMOTIVE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Prive Automotive LLC
        6540 Wild Orchid Lane
        Sarasota, FL 34241

Case No.: 13-13956

Chapter 11 Petition Date: October 22, 2013

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

Debtor's Counsel: Leon A. Williamson, Jr., Esq.
                  LEON A. WILLIAMSON, JR., P.A.
                  306 S. Plant Avenue, Ste. B
                  Tampa, FL 33606
                  Tel: 813-253-3109
                  Fax: 813-253-3215
                  Email: leon@lwilliamsonlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Christopher Ballinger, managing member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb13-13956.pdf


READER'S DIGEST: DMEG Unit Confirms Liquidating Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that although Reader's Digest Association emerged from
its own Chapter 11 reorganization in July, a non-operating unit
named Direct Entertainment Media Group Inc. remained in bankruptcy
as a result of claims by the U.S. Federal Trade Commission.

According to the report, DEMG is now at liberty to exit bankruptcy
under its own liquidating Chapter 11 plan after the bankruptcy
judge signed an Oct. 18 confirmation order approving the
subsidiary's plan.

No creditors objected to DEMG's plan, which was made possible
after disputes with the FTC were settled when the parent emerged
from bankruptcy, Mr. Rochelle pointed out.

During and after Reader's Digest Association's first bankruptcy
reorganization, the company marketed a device called the Ab Circle
Pro, the report said.  The FTC initiated an investigation in April
2010 and alleged RDA was employing false advertising.  The result
was a settlement in August 2012 under which RDA agreed to pay
$31.2 million. Giving credit for what was paid before bankruptcy,
the FTC filed a claim for about $26.7 million.

The FTC contended that the claim would survive bankruptcy.  To
enable approval of the RDA parent's plan, the company agreed
the claim would be valid for the full amount, $26.7 million,
although as a general unsecured claim to be treated in that
amount under the plans of both RDA and DEMG. In addition, the
FTC received $500,000 cash to defray its expenses.

DEMG's assets included a $7.3 million unsecured claim against the
RDA parent, which is expected to produce a $250,000 cash
distribution. The cash will generate a recovery of about 1 percent
for DEMG's unsecured creditors, according to court-approved
disclosure materials.

The DEMG plan has a waiver of secured creditors' claims.

Under the RDA plan, holders of what amounts to $465 million in
second-lien floating-rate notes became the owners in exchange for
debt. The plan cut debt 80 percent to about $100 million.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

The plan in the new Chapter 11 case provides that holders of
allowed general unsecured claims in such sub-class will receive
their pro rata share of the GUC distribution; holders of allowed
general unsecured claims of Reader's Digest will also receive
their pro rata share of the RDA GUC distribution and the senior
noteholder deficiency claims in such sub-class will be deemed
waived solely for purposes of participating in the GUC
distribution and the RDA GUC distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


RESIDENTIAL CAPITAL: Syncora Objects to Plan Confirmation
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC, the bankrupt mortgage-
servicing unit of Ally Financial Inc., received about 15
objections this week to the Chapter 11 reorganization plan set for
approval at a Nov. 19 confirmation hearing.

According to the report, most ResCap creditors support the plan,
which is financed in part by a $2.1 billion settlement
contribution from Ally. An ad hoc group holding $714 million in
9.625 percent junior notes opposes the plan, saying its members
are entitled to payment in full with interest.

The bankruptcy judge, who has already ruled partly against the ad
hoc group, is now deciding the extent of the bondholders' liens,
which in turn will determine whether they are entitled to full
payment, the report related.

Some other objections are technical and may be resolved by
fine-tuning language in the confirmation order approving the plan,
Mr. Rochelle pointed out. Others go to the heart of the plan
proposed by New York-based ResCap.

Bond insurer Syncora Guarantee Inc. faulted the plan for its
disparate treatment of bond trusts, some of which will get a
larger distribution at the expense of others. Syncora also opposed
provisions giving the bond trustees immunity from being sued, even
if they allegedly violated or exceeded their powers by agreeing to
cut back the amounts of their claims.

Syncora said the plan is fatally defective because it dispenses
so-called third-party releases to the bond trustees and others.
The U.S. Trustee, the Justice Department's bankruptcy watchdog,
objected to plan approval on the same basis, saying there is no
justification for such releases.

More than 30 states objected, contending that an overly broad
provision in the plan would bar them from enforcing a consent
decree regarding restrictions on late fees, third-party fees,
attorney fees and force-placed insurance.

Disclosure materials tell holders of ResCap's $2.15 billion in
general unsecured claims to expect a 36.3 percent recovery.
Unsecured creditors with $2 billion in claims against the so-
called GMACM companies are predicted to get 30.1 percent.

The $1.1 billion in third-lien 9.625 percent secured notes due in
2015 last traded on Oct. 18 for 112.125 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. In January, the bonds
went for 107 cents.

The $473.4 million of ResCap senior unsecured notes due in April
2013 traded on Oct. 21 for 35.65 cents on the dollar, a 52 percent
increase since Dec. 19, according to Trace.

                     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).


RIVIERA HOLDINGS: Board Appoints Michael Pearse as Company's CFO
----------------------------------------------------------------
Riviera Holdings Corporation disclosed on Oct. 10, 2013, that
effective on Oct. 7 its Board of Directors appointed Michael
Pearse, 46, as the Company's Chief Financial Officer and
Treasurer. Mr. Pearse was also appointed as the Chief Financial
Officer, Treasurer and Vice President of Finance of the Company's
wholly-owned subsidiary Riviera Operating Corporation ("ROC").

"Mr. Pearse fills these positions vacated by Mr. Paul Roshetko,
who separated from these positions effective on Oct. 4, 2013. The
Company has agreed to compensate Mr. Roshetko through Oct. 18,
2013.

"The Company will pay Mr. Pearse an annual base salary of $175,000
and reimburse him for moving expenses.

"Mr. Pearse is a Certified Public Accountant (inactive) and brings
over 19 years of experience in the hospitality industry, primarily
in the area of finance and accounting. Before joining the Company,
Mr. Pearse was the Director of Finance for the Belle of Baton
Rouge since January 2013.  Before that, Mr. Pearse was the Vice
President of Finance for L'Auberge Casino & Hotel Resort, a
position he held from April 2011 until November 2012.  Before
that, Mr. Pearse served as Executive Director of Finance for
Mandalay Bay Resort from October 2006 until February 2011, and
before that as Director of Finance for various properties owned by
Stations Casinos from September 2005 until October 2006.  Mr.
Pearse also served in a variety of finance and accounting
positions for Caesars Entertainment from December 1993 until
August 2005.  Mr. Pearse holds a Bachelor of Arts degree in
Management and a Master's of Business Administration degree from
Southeastern Louisiana University."

                      About Riviera Holdings

Las Vegas-based Riviera Holdings Corporation owns and operates
Riviera Las Vegas on the Las Vegas Strip in Las Vegas, Nevada, and
owned and operated Riviera Black Hawk in Black Hawk, Colorado
until its sale on April 26, 2012.

                           *     *     *

Ernst & Young LLP, in Las Vegas, Nevada, expressed substantial
doubt about the Company's ability to continue as a going concern,
following its audit of the Company's annual report for 2012.  The
independent auditors noted that the Company has recurring losses
from operations and has a working capital deficiency.  "In
addition, the Company is in default under the loan agreements with
its shareholders."


SANDY CREEK: S&P Assigns Prelim. 'BB-' Rating to $1.025BB Facility
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' rating and preliminary '1' recovery rating to
Sandy Creek Energy Associates L.P.'s (SCEA) $1.025 billion first-
lien senior secured facility.  Ratings are preliminary and subject
to documentation review.  The outlook is stable.

SCEA represents 604 megawatts (MW; 64%) of the 945 MW Sandy Creek
coal plant in Riesel, Texas.  Of the 604 MW, 259 MW is under
30-year power purchase agreements (PPA) with creditworthy Texas
wholesale power providers Brazos Electric Power Cooperative Inc.
(155 MW or 26%) and the Lower Colorado River Authority (LCRA;
104 MW or 17%).  The remaining 345 MW is partly hedged through
2015 under short-term agreements.

Without the Brazos and LCRA contracts, S&P would have rated SCEA
in the 'B'/'B-' range.  The PPAs account for about 43% (or about
$71 million of average annual revenues) of SCEA's cash flow and
allow the project to pass through actual fixed and variable
operating and maintenance costs, fixed fuel expenses, and emission
allowance expenses.

"The contracts either provide pass through of actual coal costs or
reimburses the project for coal at a heat rate that is higher than
what is guaranteed (and tested) under the engineering,
procurement, and construction contract," said Standard & Poor's
credit analyst Aneesh Prabhu.

The stable outlook reflects S&P's expectation of base case average
and minimum DSCRs of 1.9x and 1.5x, respectively.  S&P could
change the outlook to negative or lower ratings if environmental-
compliance costs are higher than its estimates, or if market
dynamics in ERCOT deteriorate, resulting in DSCRs declining below
1.65x.  An upgrade will require DSCRs over 2.25x on a sustained
basis.


SAVIENT PHARMACEUTICALS: Can Operate Using Cash Collateral
----------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave interim authority for Savient
Pharmaceuticals, Inc., et al., to use cash collateral securing
their prepetition indebtedness.

The Debtors' right to use the cash collateral will automatically
terminate on the earliest to occur of any of these termination
events, among other termination events:

   (a) April 30, 2014;

   (b) failure of the Debtors to make any payment to the
       prepetition secured parties or the unofficial committee of
       senior secured Noteholders;

   (c) seven days after notice from the prepetition collateral
       agent or counsel to the unofficial committee of the failure
       of the Debtors to comply with a material provision of the
       Interim Cash Collateral Order;

   (d) the sale of assets is not consummated by Dec. 31, 2013; or

   (e) the order approving the sale of all or substantially all of
       the Debtors' assets in form and substance satisfactory to
       the unofficial committee is not entered by Dec. 6, 2013.

A full-text copy of the Interim Cash Collateral Order with
accompanying 13-week budget is available for free at:

          http://bankrupt.com/misc/SAVIENTcashcolord1016.pdf

A final hearing on their request scheduled for Nov. 13, 2013, at
9:30 a.m., prevailing Eastern Time.

                     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 (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


SAVIENT PHARMACEUTICALS: Has Until Dec. 2 to File Schedules
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time for Savient Pharmaceuticals, Inc., and its affiliated
debtors to file their schedules of assets and liabilities and
statements of financial affairs by Dec. 2, 2013.

                     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 (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


SAVIENT PHARMACEUTICALS: Taps Skadden Arps as Bankruptcy Counsel
----------------------------------------------------------------
Savient Pharmaceuticals, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Skadden, Arps, Slate, Meagher & Flom LLP as bankruptcy counsel.

The firm will be paid the following hourly rates: $840 to $1,220
for partners, $845 to $930 for counsel, $365 to $795 for
associates, and $195 to $325 for legal assistants.  The firm will
also be reimbursed for any necessary out-of-pocket expenses.

Kenneth S. Ziman, Esq., a member of Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, 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.  The firm received an initial
retainer of approximately $1,170,000.  In September 2013, the
Debtors supplemented the retainer in the amount of $330,000.
Based on prepetition fees and expenses that have been identified
and accounted for as of Oct. 17, 2013, the firm had approximately
$636,423 remaining in the retainer as of the Petition Date.

Mr. Ziman discloses that within the one-year period preceding the
Petition Date, the total aggregate amount of fees earned and
expenses incurred by Skadden on behalf of the Debtors was
approximately $6,348,419.  During the same period, the Debtors
paid the firm an aggregate amount of $6,984,843 for those matters,
including payment of the retainer.  The balance of $636,423 is the
amount of the remaining, unapplied retainer funds.

A hearing on the employment application is scheduled for Nov. 13,
2013, at 9:30 a.m. (Eastern).  Objections are due Nov. 6.

                     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 (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


STATER BROS.: Moody's Affirms B2 CFR & B2 Rating on $255MM Notes
----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Stater
Bros. Holdings Inc. to negative from stable and affirmed the
company's B2 corporate family rating and B2-PD probability of
default rating. Additionally, Moody's also affirmed the B2 rating
of the company's $255 million senior unsecured notes due 2018 and
the B2 rating of the $285 million senior unsecured notes due 2015
and assigned the company an SGL-2 speculative grade liquidity
rating.

"The change in outlook is prompted by the continuing decline in
the company's profit margins due to pricing pressures resulting
from increased competition and Moody's expectation that these
declines will continue in the near to medium term", Moody's Senior
Analyst Mickey Chadha stated. "Margin erosion has resulted in
weakening of credit metrics", Chadha further stated.

Ratings Rationale:

Stater's B2 Corporate Family Rating reflects the company's weak
credit metrics, relatively small size, modest operating margins,
regional concentration and competition from larger and financially
stronger companies such as Vons (Safeway), Albertsons, Ralphs
(Kroger), Wal-Mart, Costco and Target . Given that economic
conditions in southern California continue to remain weak and
competition intense, business conditions will remain challenging
and margin improvement could be difficult over the near-to-medium
term. The ratings are supported by Stater's good market presence
in a well penetrated market, positive free cash flow profile, and
good liquidity.

The following ratings are affirmed:

Corporate Family Rating at B2

Probability of Default rating at B2-PD

$285 million senior unsecured notes due 2015 at B2 (LGD 3, 44%)

$255 million senior unsecured notes due 2018 at B2 (LGD 3, 44%)

The following ratings are assigned:

Speculative Grade Liquidity Rating at SGL-2

The negative outlook reflects uncertainty regarding the company's
ability to improve operating performance and credit metrics to
levels consistent with the B2 rating category in the next 12
months. The negative outlook also acknowledges that the
challenging operating environment will likely limit the company's
profit and cash flow improvement in the foreseeable future.

The ratings could be downgraded if Stater's liquidity weakens or
the company fails to stabilize or improve operating margins such
that debt/EBITDA does not demonstrate meaningful progress towards
6.0 times. Ratings could also be downgraded if EBITA/interest
expense is sustained below 1.5 times for an extended period of
time. A shift towards an aggressive financial policy could also
pressure ratings.

The ratings could be upgraded if same store sales continue to be
positive and Stater's operating margins and credit metrics
demonstrate improving trends while it generates positive free cash
flow and maintains good liquidity. Quantitatively, an upgrade
would require debt/EBITDA to demonstrate improvement towards 5.0
times and EBITA/interest expense sustained above 2.0 times.


STELLAR BIOTECHNOLOGIES: Incurs $1.2-Mil. Net Loss in May 31 Qtr.
-----------------------------------------------------------------
Stellar Biotechnologies, Inc., reported a net loss of $1.2 million
on $73,214 of revenue for the three months ended May 31, 2013,
compared with a net loss of $1.4 million on $43,169 of revenues
for the three months ended May 31, 2012.

The Company's balance sheet at May 31, 2013, showed $2.2 million
in total assets, $5.3 million in total liabilities, and a
stockholders' deficit of $3.1 million.

The Company said: "Without raising additional financial resources
or achieving profitable operations, there is substantial doubt
about the ability of the Company to continue as a going concern."

A copy of the Company's Interim Financial Statements for the
period ended May 31, 2013, is available at http://is.gd/FXuXuI

A copy of the Management Discussion and Analysis for the period
ended May 31, 2013, is available at http://is.gd/YYgjiB

Port Hueneme, Calif.-based Stellar Biotechnologies, Inc., is
listed on the TSX Venture Exchange as a Tier 2 issuer under the
trading symbol KLH since April 19, 2010, and in the U.S. under the
trading symbol SBOTF as of April 4, 2012, and uplisted to OTC QB
effective Jan. 14, 2013.

The Company's business is to commercially produce and market
Keyhole Limpet Hemocyanin ("KLH") as well as to develop new
technology related to culture and production of KLH and subunit
KLH ("suKLH") formulations.  The Company markets KLH and suKLH
formulations to customers in the United States and Europe.

The Company has received grants for the development of new
technology from the National Institutes of Health, National Cancer
Institute ("NIH"), the National Science Foundation ("NSF")
including grants under its Technology Enhancement for Commercial
Partnerships ("TECP") program, and Internal Revenue Service
("IRS") qualifying therapeutic discovery project grants.


STRIKE MINERALS: Financing Talks Ongoing; CFO Steps Down
--------------------------------------------------------
Strike Minerals Inc. provided a bi-weekly Default Status Report in
accordance with National Policy 12-203-Cease Trade Orders for
Continuous Disclosure Defaults.  On September 19, 2013 the Company
disclosed the default notice that, for the reasons disclosed in
the Default Notice, there would be a delay in the filing of its
annual financial statements, accompanying Management's Discussion
and Analysis and related CEO and CFO certifications of annual
filings for the financial year ended April 30, 2013.

As a result of this delay in filing the Required Filings, there is
a management cease trade order to the Corporation.  The MCTO
restricts all trading in securities of the Corporation, whether
direct or indirect, by the Chief Executive Officer, the Chief
Financial Officer and the directors of the Corporation until such
time as the Required Filings have been filed by the Corporation.
The MCTO does not affect the ability of all other shareholders who
are not insiders of the Corporation to trade their securities.

The Company is proceeding to seek financing that will enable it to
prepare and complete all necessary material to make the required
filings.

The Company also confirms that since the issuance of the MCTO,
there has not been any material change concerning the affairs of
the Company that has not been disclosed as of the date of this
news release.

The Company continues to have discussions with a number of Parties
that have expressed interest in undertaking either an investment
in Strike or joint venture participation in its Edwards Mine gold
project.  While the Company is actively pursuing financing
opportunities, there is no certainty that a financing will occur.

The Board of Directors has also postponed the Company's Annual
General Meeting until completion of the financial statements.

In addition, Rob Suttie has resigned as Chief Financial Officer of
the Corporation, effective October 17, 2013.  The Company would
like to thank Mr. Suttie for his services during his time as an
officer of the Corporation.  The Company will be appointing Kerry
Smith, MBA, as interim Chief Financial Officer.

                           About Strike

Headquartered in Toronto, Ontario, Strike Minerals is a TSX-V
listed company that is engaged in the exploration and development
of precious metal properties in Canada.  Its primary property is
the former producing Edwards Gold Mine property in the Goudreau -
Lochalsh Gold Camp near Wawa, Ontario.


T-MOBILE USA: Moody's Rates $11.2-Bil. Sr. Unsecured Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to $11.2 billion of
T-Mobile USA, Inc.'s Senior Unsecured Notes, $5.6 billion of which
are intercompany notes to Deutsche Telekom AG ("DT"). In
connection with the business combination of T-Mobile USA and
MetroPCS Communications, Inc. completed on April 30, 2013, T-
Mobile USA issued $11.2 billion of notes to DT to refinance
certain intercompany indebtedness between T-Mobile USA and its
subsidiaries and Deutsche Telekom and its subsidiaries (other than
T-Mobile USA and its subsidiaries). All notes of the issuer are
ranked pari passu and are issued under a single master indenture.
The company's other ratings and stable outlook remain unchanged.

Moody's has taken the following rating actions:

Issuer: T-Mobile USA, Inc.

$1.25b 6.464% Senior Notes due 2019 -- Assigned Ba3 (LGD4, 52%)

$1.25b Senior Reset Notes due 2019 -- Assigned Ba3 (LGD4, 52%)

$1.25b 6.542% Senior Notes due 2020 -- Assigned Ba3 (LGD4, 52%)

$1.25b Senior Reset Notes due 2020 -- Assigned Ba3 (LGD4, 52%)

$1.25b 6.633% Senior Notes due 2021 -- Assigned Ba3 (LGD4, 52%)

$1.25b Senior Reset Notes due 2021 -- Assigned Ba3 (LGD4, 52%)

$1.25b 6.731% Senior Notes due 2022 -- Assigned Ba3 (LGD4, 52%)

$1.25b Senior Reset Notes due 2022 -- Assigned Ba3 (LGD4, 52%)

$600m 6.836% Senior Notes due 2023 -- Assigned Ba3 (LGD4, 52%)

$600m Senior Reset Notes due 2023 -- Assigned Ba3 (LGD4, 52%)

Ratings Rationale:

T-Mobile's Ba3 Corporate Family Rating ("CFR") reflects Moody's
expectation for improved execution as a result of enhanced scale,
better device lineup (especially the iPhone), accelerated network
investment and a new pricing structure for smartphones. In
addition, a strong liquidity profile and valuable spectrum assets
also provide credit support. These strengths are offset by the
company's fourth position in the highly competitive U.S. wireless
industry, the capital intensity associated with building out its
4G LTE network and meeting rapidly rising bandwidth demand and a
moderately leveraged balance sheet.

T-Mobile's stable outlook reflects Moody's belief that the merger
will present strategic and operational synergies that will enable
the combined company to stabilize its market share over time and
eventually lead to margin expansion.

T-Mobile's rating could be upgraded if the combined company
returns to a strong growth trajectory by reducing churn and
increasing subscriber counts. If total churn falls below 3, EBITDA
growth accelerates and free cash flow grows rapidly. Specifically,
Moody's could raise the rating if leverage is likely to drop below
4.0x and free cash flow were to improve to the high single digits
percentage of total debt (note that all cited financial metrics
are referenced on a Moody's adjusted basis).

Downward rating pressure could develop if the company's leverage
approaches 4.5x and free cash flow drops below 2% of total debt.
This could occur if EBITDA margins come under sustained pressure,
declining to below 30%. In addition, deterioration in liquidity
could press.


TEXAS STATE AFFORDABLE: S&P Cuts Series A & A-T Bonds Rating to CC
------------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on Texas
State Affordable Housing Corp.'s (American Opportunity
Foundation/Bexar Affordable Housing Corp.) 2011 series A and A-T
(taxable) multifamily housing revenue bonds, issued for the HDSA
Affordable Housing Pool Project, by eight notches to 'CC (sf)'
from 'BB (sf)' and placed the rating on CreditWatch with negative
implications.  At the same time, Standard & Poor's has lowered its
rating on the 2011 series B subordinate multifamily housing
revenue bonds by six notches to 'D (sf)' from 'B (sf)'.

"Placing the 2011A bonds on CreditWatch with negative implications
reflects our view of the likelihood that the January 2014 debt
service payment on the 2011A bonds will not be made," said
Standard & Poor's credit analyst Raymond S. Kim.  "We base this on
the pool's poor operating performance to date and its reliance on
trustee advances to meet financial obligations.  If the January
2014 debt service payment does not occur, we will take further
negative rating action."

The ratings reflect Standard & Poor's view of these weaknesses:

   -- The low debt service coverage of 0.48x maximum annual debt
      service on the 2011A bonds;

   -- The non-payment of debt service on the 2011B bonds for
      January and July 2013;

   -- The use of $2.3 million in trustee advances since the
      project's inception to pay for property taxes, fees,
      interest, assessments, and penalties; and

   -- The ongoing litigation from taxation authorities disputing
      the project's right to property tax exemptions at six of
      seven properties comprising the project.

Originally constructed between 1981 and 1985, the projects
comprise 1,732 units located in or near Dallas, Houston, and San
Antonio.  The 2011A and 2011B bonds were issued to fund the
acquisition of and improvements to the pool.


THOMPSON CREEK: Huseyin Oner Held 5.3% Equity Stake at Oct. 8
-------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Huseyin Oner disclosed that as of Oct. 8, 2013, he
beneficially owned 9,012,931 shares of common stock of Thompson
Creek Metals Company Inc. representing 5.3 percent of the shares
outstanding.  Marmara Metal Mamulleri Tic. A.S. beneficially owned
7,991,824 common shares as of that date.  A copy of the regulatory
filing is available for free at http://is.gd/oH4KH1

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. --
http://www.thompsoncreekmetals.com-- is a growing, diversified
North American mining company.  The Company produces molybdenum at
its 100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.

The Company's balance sheet at March 31, 2013, showed $3.42
billion in total assets, $2.04 billion in total liabilities and
$1.37 billion in stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TOWER INSURANCE: S&P Lowers Counterparty Credit Rating to 'Bpi'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
unsolicited insurer financial strength and counterparty credit
ratings on Tower Insurance Co. of New York (Tower), CastlePoint
National Insurance Co., and Castlepoint Insurance Co. to 'Bpi'
from 'BBpi' based on the substantial deterioration of the group's
financial risk profile due to material reserve development and
goodwill impairments.

Tower announced the $365 million reserve development due to
adverse loss emergence and changes in judgment--which was well in
excess of the $60 million-$110 million range initially indicated
by the insurer--on Aug. 8.  In addition, Tower is taking a
goodwill impairment charge of $215 million as a result of the
reserve actions already taken.  "We believe there is potential for
further adverse reserve development, increased competitive
pressure due to the downgrade, and actions by third-party
reinsurers and investors," said Standard & Poor's credit analyst
Polina Chernyak.

S&P considers the company's financial flexibility to be weak.  As
a result of the group's delayed second-quarter 2013 results
filing, Nasdaq notified Tower Group International Ltd. that it was
not in compliance with the continued listing requirements.
Although the Nasdaq notice has no immediate effect on the listing
or trading of the company's common stock, the group's ability to
get funding from outside sources may be constrained if the delayed
filing is not rectified, which could become an issue if capital
adequacy declines further.

This unsolicited rating(s) was initiated by Standard & Poor's.  It
may be based solely on publicly available information and may or
may not involve the participation of the issuer.  Standard &
Poor's has used information from sources believed to be reliable
based on standards established in our Credit Ratings Information
and Data Policy but does not guarantee the accuracy, adequacy, or
completeness of any information used.


VILLAGE AT EAST FORK: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Village at East Fork, LLC
        9316 East Olive Lane North
        Sun Lakes, AZ 85248

Case No.: 13-27689

Chapter 11 Petition Date: October 22, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: 303-832-2400
                  Email: lmk@kutnerlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Chris Bell, manager.

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


VINCE INTERMEDIATE: S&P Assigns Prelim. 'B' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'B'
corporate credit rating to New York City-based Vince Intermediate
Holdings LLC.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B' issue rating to
Vince Intermediate Holdings' $175 million senior secured term
loan.  The preliminary recovery rating is '3', which indicates
S&P's expectation of a meaningful recovery (50% to 70%) for
creditors in the event of a payment default or bankruptcy.

The company is also raising a $50 million ABL facility that S&P do
not rate.

"The preliminary ratings reflect our assessment of the company's
narrow business focus within a highly competitive industry,
vulnerability to changes in consumer tastes, and customer
concentration," said Standard & Poor's credit analyst Michael
Audino.  "The preliminary ratings also reflect our view of its
financial sponsor ownership. In addition, credit metrics are weak
pro forma for the transaction."

The stable outlook reflects Standard & Poor's view that Vince will
maintain credit measures near current pro forma levels over the
next year.


VINCE LLC: Moody's Assigns B2 CFR & Rates New $175MM Sec. Loan B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to Vince LLC. Moody's also
assigned B2 ratings to the company's proposed $175 million senior
secured Term Loan facility and a SGL-2 Speculative Grade Liquidity
rating. The rating outlook is stable. The ratings assigned are
subject to receipt and review of final documentation.

The proposed financing is contingent on the expected initial
public offering (IPO) of Apparel Holdings Corp., which was formed
to hold the assets and liabilities of Kellwood Company in
connection with the February 2008 acquisition of Kellwood Company
by affiliates of Sun Capital Partners, Inc. Immediately prior to
the IPO, affiliates of Sun Capital will engage in a series of
transactions pursuant to which they will establish new corporate
entities that will retain all of the non-Vince businesses. Apparel
Holding Corp. will change its name to Vince Holding Corp. and its
only assets, liabilities, and operations will consist of the Vince
business. Proceeds from the proposed term loan facilities will be
used to repay existing debt at Kellwood Company ("Kellwood") under
which Vince is currently a borrower and guarantor. Upon completion
of the IPO, Vince LLC and Kellwood will both remain majority
controlled by Sun Capital. Vince will maintain an ongoing service
agreement with Kellwood but there will be otherwise no cross-
guarantees between Vince and the divested non-Vince businesses.
Apparel Holdings will also be party to a tax receivable agreement
with the pre-IPO stockholders, pursuant to which it will be
obligated to pay 85% of cash savings on federal, state and local
income taxes realized through its use of certain net tax assets
held by it subsequent to the IPO.

The following ratings were assigned:

Vince LLC:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

First lien term loan due 2019 at B2 (LGD 4, 55%)

Speculative Grade Liquidity rating at SGL-2

Vince's B2 Rating reflects the company's limited scale and narrow
focus in the women's tops category. Moody's believes that women's
knit tops, particularly at premium price points ($200-$400),
appeal to a limited number of consumers and are subject to very
high fashion risks and fluctuating consumer tastes. The rating
also reflects the company's relatively limited track record with
the brand established in 2002, as well has high distribution
concentration at luxury department stores. The 4 largest customers
(Saks, Nordstrom, Neiman Marcus, and Bloomingdale's) represented
61% of fiscal 2012 total revenues. The ratings take into
consideration Vince's generally consistent execution, evidenced in
its high operating margins. Moody's expects Moody's adjusted
leverage to be moderate with debt/EBITDA near 4 times. The rating
also reflects Moody's expectation that the company will maintain a
good liquidity profile.

The B2 rating on the proposed first lien term loan reflects its
second lien position on the company's accounts receivable and
inventory (the company's $50 million asset based revolver will
have a first lien on this collateral) and a first lien on
substantially all other domestic assets.

The rating outlook is stable, reflecting expectations the company
will continue to maintain strong margins and utilize cash flows to
open new stores as well as expand product offerings. While the
company's results in any short term period could be influenced by
fashion trends, Moody's expects the company to maintain strong
operating cash flows over the near term.

In view of the company's limited scale and narrow product focus,
an upgrade would require the company to maintain stronger
financial metrics than similar rated peers. The company would also
need to (i) reduce its dependence on luxury department stores by
expanding its direct to consumer presence through new store
openings, international expansion, and e-commerce (ii) show its
new product initiatives are resonating with their core customers
while sustaining debt/EBITDA below 4 times and (iii) maintain
healthy operating margins and continue to demonstrate stability in
operating performance.

Ratings could be downgraded if the company were to experience
negative trends in revenues and declines in operating margins
indicating that the product was no longer resonating with the
company's higher end consumer. Quantitatively, ratings could be
downgraded if debt/EBITDA was sustained above 4.75 times. Ratings
could also be lowered if the company's financial policies were to
become more aggressive, if liquidity were to become constrained or
the cushion in its financial covenants were to narrow.

Vince LLC designs, manufactures and markets apparel for women and
men under the "Vince" brand. The company's products are sold
globally in luxury department stores such as Neiman Marcus,
Nordstrom, Saks Fifth Avenue and Harrods, as well as in the
company's branded retail stores and on its ecommerce website. As
of August 31, 2013, the company operated 26 stores in the United
States and for the twelve months ended August 3, 2013 it had
revenues of approximately $264 million.


WATERSTONE AT PANAMA: Seeks Extension of Cash Collateral Order
--------------------------------------------------------------
Waterstone at Panama City Apartments, LLC, asked the U.S.
Bankruptcy Court for the District of Nebraska to enter an order
extending the Cash Collateral Order between the Company and its
primary secured creditor, Lenox Mortgage XVIII, LLC, and for such
other and further relief as the Court deems just and equitable.

The Debtor told the Court it has met all the requirements under
the Cash Collateral Order of April 30, 2013, including the
payments required to be made to Lenox.

According to the Debtor, Waterstone and Lenox agreed to extensions
in the past; however, the parties have only agreed to an extension
through Oct. 22, 2013.

The Debtor's counsel and Lenox's counsel have had discussions as
of the date of filing of the Motion to Extend about continuing the
Cash Collateral Order; however, they have been unable to come to
an agreement at this time.  The Debtor deems it imperative that a
cash collateral order be in existence and therefore requests a
shortening of the resistance period and an emergency hearing as
soon as possible after Oct. 22, 2013, unless the parties are able
to come to an agreement to further extend the cash collateral
order.

The hearing on the Emergency Motion to Extend Order Authorizing
the Limited Use of Cash Collateral and Granting Adequate
Protection filed by Debtor was slated for Oct. 23, 2013, at 10:00
a.m.

Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC,
is a single-asset real estate entity located in Panama City,
Florida, and owned by a non-profit corporation called Tapestry
Group, Inc., which is the sole member of Waterstone at Panama City
Apartments, LLC.

Waterstone at Panama City Apartments filed for Chapter 11
protection (Bankr. D. Neb. Case No. 13-80751) on April 9, 2013.
Bankruptcy Judge Timothy J. Mahoney presides over the case.
William L. Biggs, Jr., Esq., at Gross & Welch, P.C., L.L.O.,
represents the Debtor in its restructuring efforts.  The Debtor
disclosed $26,159,064 in assets and $26,120,989 in liabilities as
of the Chapter 11 filing.

The petition was signed by Edward E. Wilczewski, manager.  Mr.
Wilczewski is presently the interim president of Tapestry.


WOOTEN GROUP: Simon Resnick Quits as Counsel Amid Unpaid Fees
-------------------------------------------------------------
Simon Resnick Hayes LLP and M. Jonathan Hayes, Esq., informed the
U.S. Bankruptcy Court for the Central District of California that
on Oct. 30, 2013, they will ask the Court to approve the
withdrawal of the firm as counsel for Wooton Group, LLC, effective
upon entry of the Court's order approving the same.

According to the law firm, the Motion is based on the Debtor's
failure to pay fees awarded previously by the Court and by a
conflict that has arisen between Hayes and the Debtor's
management, Mark Slotkin.  The law firm said the conflict has made
it impossible for Mr. Hayes to continue to represent the Debtor.

              Investors Warranty of America Responds

According to Investors Warranty of America, the Debtor's counsel
focuses on nonpayment of fees and other attorney-client matters,
making only passing reference to matters concerning creditors in
the bankruptcy case.

The Debtor's Opposition to the Motion, on the other hand, is
primarily focused on the settlement negotiations between the
Debtor, on the one hand, and Investors and Citizens Business Bank
(the Debtor's first and second lien holders, respectively), on the
other hand.  In this regard, the Debtor indicates that it has
entered into a settlement Agreement with Investors, and that
Debtor has finalized settlement documents with Investors.

Investors says it has no direct knowledge of and makes no response
to the allegations and arguments in the Motion and the Debtor's
opposition to the Motion regarding the relationship between the
Debtor and Debtor's counsel.  Rather, Investors files this
Response to correct the record regarding the alleged settlement
between it and the Debtor, and to express its view regarding
certain timing issues raised in the Opposition.

First, contrary to the Debtor's suggestion, there is no signed
settlement between the Investors and the Debtor.

Second, while it rejects the Debtor's characterization of the
settlement letter of intent between them, Investors shares the
Debtor's concern that this bankruptcy case move forward timely
from this point on.

Beverly Hills, Calif.-based Wooton Group, LLC, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-31323)
in Los Angeles on June 19, 2012.  Judge Thomas B. Donovan oversees
the case.  M. Jonathan Hayes, Esq., Matthew D. Resnik, Esq., and
Roksana D. Moradi, Esq., at Simon Resnik Hayes LLP, in Sherman
Oaks, Calif., represent the Debtor as counsel.  The petition was
signed by Mark Slotkin, managing member.  In its schedules, the
Debtor disclosed assets of $10,500,961 and debts of $7,227,376 as
of the petition date.


XTREME IRONS: Confirmation Hearing Set for Nov. 12
--------------------------------------------------
A Texas bankruptcy court will convene a hearing Nov. 12 at 11:00
a.m., to consider confirmation of the proposed Chapter 11 Plan for
Xtreme Iron, LLC and Xtreme Iron Holdings, LLC, after approving
the Disclosure Statement describing the Plan.

Jduge Harlin DeWayne Hale approved the Disclosure Statement on
Sept. 30, 2013, as containing "adequate information" in accordance
with the Bankruptcy Code.

Creditors eligible to vote must execute, complete and deliver
their ballots for the Plan no later than Nov. 5, at 4:00 p.m.
prevailing Central time, in order to be counted.

All objections and responses to the confirmation of the Plan must
be served to be actually received no later than Nov. 5, at 4:00
p.m.

The Debtors' Chapter 11 Trustee is authorized to file Plan
Supplement no later than 10 days before the Confirmation Hearing.

As reported in the Aug. 30, 2013 edition of the Troubled Company
Reporter, the Plan resolves, settles, and compromises all claims
against the Debtors or property of their estates.  Under the Plan,
the Chapter 11 Trustee will transfer all of the Estates' Assets,
including the proceeds from her earlier liquidation, to a
Liquidating Trust.  Before the filing of the Plan, the Chapter 11
Trustee liquidated substantially all of the Estates' Assets.  The
Liquidating Trustee will liquidate the Liquidating Trust Assets
and distribute the net proceeds of that liquidation to creditors
holding Allowed Claims pursuant to the terms of the Plan and
Liquidating Trust Agreement.

Under the Plan, holders of Allowed Priority Non-Tax Claims and
Allowed Secured Tax Claims will receive 100 percent recovery of
their claims.  As for CAT Financial, pursuant to a settlement, it
will be awarded an Allowed Secured Claim equal to approximately
$8,200,000.  On account of that Allowed Class 3 Claim, and in full
satisfaction, release, and discharge of and exchange for that
Claim, and the release of all Liens against the Estates' assets,
as well as additional consideration, CAT Financial received
$3,291,500 in cash from the Chapter 11 Trustee on or around
May 20, 2013.  Moreover, holders of Allowed General Unsecured
Claims will receive a pro rata share of distributions from the
Trust Assets after liquidation and payment in full of secured
claims.  Estimated recovery for this class is 20 percent to 40
percent.  All equity interests will be cancelled and terminated as
of the Effective Date.

A full-text copy of the Disclosure Statement is available at:

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

                         About Xtreme Iron

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


YRC WORLDWIDE: Freidheim Holds 11% Equity Stake at Oct. 16
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Stephen C. Freidheim and his affiliated
entities disclosed that as of Oct. 16, 2013, they beneficially
owned 1,330,275 shares of common stock of YRC Worldwide, Inc.,
representing 11 percent of the shares outstanding.  Mr. Freidheim
previously reported beneficial ownership of 447,860,113 shares of
common stock of the Company representing 20.3 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/fzGb1U

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of June 30, 2013, the
Company had $2.17 billion in total assets, $2.81 billion in total
liabilities and a $641.5 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


* JPMorgan Reaches Tentative Deal to Pay $13BB to Settle Suits
--------------------------------------------------------------
Devlin Barrett, Dan Fitzpatrick and Scott Patterson, writing for
The Wall Street Journal, reported that J.P. Morgan Chase & Co.
reached a tentative deal last weekend to pay $13 billion to end a
number of civil investigations into its sale of mortgage
securities before the 2008 financial crisis, but a separate and
potentially more serious criminal probe into the bank and its
executives will continue.

According to the report, the Justice Department, convinced it has
strong evidence related to the bank's conduct and eager to send a
message to Wall Street, rebuffed repeated attempts by J.P. Morgan
to settle the criminal investigation without admitting wrongdoing
and agreed only to resolve the civil investigations. It also
threatened to file its civil case if the two sides can't reach a
final deal, said people close to the talks.

The proposed pact includes $4 billion to settle claims by the
Federal Housing Finance Agency that J.P. Morgan misled Fannie Mae
and Freddie Mac about the quality of the mortgage securities it
sold them, another $4 billion in consumer relief, and $5 billion
in penalties paid by the bank, according to people familiar with
the deal, the report related.  But the two sides remain apart on
several issues related to the civil settlement, including whether
the bank should have to admit that it didn't follow its own due-
diligence standards in packaging the mortgages into securities it
could sell, according to people familiar with the discussions.

The talks come as the bank faces an uphill battle in Washington,
the report said. Once a favorite in the capital, J.P. Morgan now
is grappling with a bruised reputation and fractured relationship
with regulators in the wake of the "London whale" trading fiasco
out of the bank's U.K. headquarters. The trades, which lost the
bank $6.5 billion, transformed J.P. Morgan from an institution
that seemingly could do no wrong to one under heavy and unyielding
scrutiny.

When top bankers assembled at the White House in early October,
J.P. Morgan's James Dimon found his name card on a seat in the
corner, far from his usual perch across from President Barack
Obama, the report further related.  Mr. Dimon, who in previous
gatherings had been quick to share his opinions with the
president, was reserved and said little during the meeting,
according to people who attended.


* Weak Jobs Report Blurs Fed's Policy Path
------------------------------------------
Sarah Portlock and Jonathan House, writing for The Wall Street
Journal, reported that the delayed September jobs report clouded
the outlook for the U.S. economy, creating a new obstacle for the
Federal Reserve to wind down its controversial bond-buying
program.

According to the report, U.S. employers added 148,000 jobs during
the month, well below the pace of gains seen in the first half of
the year. The unemployment rate, obtained from a separate survey
of households, ticked down to 7.2% from August's 7.3% and offered
a glimmer of hope as the drop was due to more people finding work
rather than leaving the labor force.

The Labor Department's monthly job report helped assure investors
the Fed will leave its bond-buying program unchanged at its
meeting next Tuesday and Wednesday, the report related. The weak
payroll gains also likely raised the bar for action at the Fed's
mid-December meeting, when central-bank officials may be
struggling to assess the economy's course after months of data
muddied by the federal government's 16-day shutdown.

The prospect of the Fed staying the course on its easy-money
policies through year's end sent the Dow Jones Industrial Average
to a one-month high, market participants said, the report further
related.  The blue-chip index gained 75.46 points, or 0.49%, to
15467.66 and is once again nearing record territory, and the
Standard & Poor's 500 finished at a fresh record close, up 10.01
points, or 0.57%, at 1754.67. Treasury yields sank to a three-
month low on the report. The yield on the 10-year Treasury, which
moves in the opposite direction of the price, fell to 2.512%.

What the payroll report makes clear is that "the Fed is not going
to taper in December," said Rajiv Setia, head of U.S. rates
research at Barclays PLC, the report added.


* Circuits Split on FDCPA-Bankruptcy Code Preemption
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that federal courts of appeal are now split 2-2 on the
question of whether the Bankruptcy Code precludes a bankrupt from
suing a debt collector under the federal Fair Debt Collection
Practices Act.

According to the report, the courts of appeal in New York and San
Francisco ruled that FDCPA claims are barred in bankruptcy. The
appeals court in Chicago held to the contrary.

In an opinion on Oct. 7, the U.S. Court of Appeals in Philadelphia
concluded that FDCPA claims aren't barred entirely, the report
related.  The Third Circuit reasoned that FDCPA claims can be
prosecuted so long as both statutes can be enforced.

The case involved a bankrupt whose counsel received a letter from
a collection lawyer along with a subpoena. The letter offered to
negotiate a settlement forestalling the creditor from filing a
lawsuit contending that credit card debt was non-dischargeable in
bankruptcy.

After the bankrupt's FDCPA suit was dismissed in bankruptcy court,
the bankrupt sued in federal district court, where the judge
likewise dismissed the suit.

The opinion by U.S. District Judge Lee H. Rosenthal, sitting by
designation on the appeals court, said that the proper inquiry is
whether both the FDCPA and the Bankruptcy Code "can be enforced."
He cited another appeals court in saying that the implied repeal
of one federal statute by another is "a rare bird indeed."

Consequently, Rosenthal reinstated two of the bankrupt's claims,
for failing to serve a subpoena on the individual and for failing
to include the text of Rule 45(c)-(d). In those situations, the
collection firm could have complied with both the Bankruptcy Code
and the FDCPA.

Rosenthal dismissed other claims where it would have been
impossible to comply with both statutes at the same time.

The case is Simon v. FIA Card Services NA, 12-03293, U.S. Court of
Appeals for the Third Circuit (Philadelphia).


* Fifth Circuit Expands on Reed v. Arlington Decision
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in New Orleans wrote
another opinion this month to insure that creditors aren't
prejudiced when a bankrupt fails to disclose the existence of a
lawsuit.

According to the report, in a 2011 case called Reed v. City of
Arlington, all active judges on the Fifth Circuit in New Orleans
reversed the opinion of a three-judge panel by ruling that the
doctrine of judicial estoppel doesn't bar a bankruptcy trustee
from pursuing a lawsuit, even though the bankrupt failed to
disclose the existence of the claim. As the circuit court said in
the Oct. 4 opinion, "we reject the notion that innocent creditors
should be punished for the debtor's failure" to disclose.

In the new case, the bankrupt failed to disclose a suit for
damages from personal injury. The bankruptcy trustee took over
prosecution of the suit for the benefit of creditors. The
defendants argued in the circuit court that their liability should
be limited to the bankrupt's $44,000 in debt.

Circuit Judge Jerry E. Smith disagreed, ruling that the trustee
could pursue the claim without limit.  Judge Smith said that
nothing in Reed speaks to limiting recovery to the amount of
creditors' claims. Rather, he described Reed as providing that
recoveries be turned over to personal-injury defendants after
creditors and fees are paid in full. Given the bankrupt's failure
to disclose, judicial estoppel bars her from recovery, Smith said.

With no limits on recovery, the trustee and the trustee's lawyers
would receive larger payments because the lawyers presumably would
be paid on a contingency. The trustee's fees would be larger
because they are based on a percentage of distributions.

If there were a limit, Smith said, "attorneys might not be willing
to take on the case."

The case is Axis Surplus Insurance Co. v. Flugence (In re
Flugence), 13-30073, U.S. Court of Appeals the for Fifth Circuit
(New Orleans).


* Stern Complicates Straightforward Bankruptcy Rulings
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that a bankruptcy court had power to enter final
judgments on some, although not all, claims raised by a bankrupt
who contended that his lawyers committed malpractice, according to
the U.S. Court of Appeals in New Orleans.

According to the report, the case is an example of how the U.S.
Supreme Court's 2011 decision in Stern v. Marshall complicates the
resolution of straightforward disputes in bankruptcy court,
requiring intervention of a district judge before they are finally
resolved.

After filing in Chapter 13, an individual initiated a state court
lawsuit against a third party, eventually recovering $3.2 million
in settlement. He objected to fee requests filed by the two law
firms that represented him in state court. He also filed claims
against the firms based on negligence, breach of fiduciary duty
and violation of the state deceptive trade practices act.

Although there were minor breaches of fiduciary duty, the
bankruptcy judge said there were no damages. The bankruptcy court
dismissed the bankrupt's claims and granted the requested fees.
The district court affirmed.

In New Orleans, Circuit Judge Edward C. Prado analyzed how the
negligence and breach of fiduciary duty claims were completely
resolved in ruling on the law firms' fee requests. Although the
bankrupt's affirmative claims raised state-law issues, the
bankruptcy court, according to Judge Prado, had constitutional
authority to issue final rulings because they were totally
subsumed by the ruling on the fee request.

The deceptive practices claim was another matter, Judge Prado
said. Even though the bankruptcy judge resolved all the underlying
factual issues by passing on the fee awards, the bankruptcy court
lacked constitutional authority to resolve the distinct state-law
issues on deceptive practices because they weren't subsumed within
the fee applications.

Consequently, Judge Prado said, the bankruptcy court lacked power
to enter a final judgment on deceptive practices. He sent the case
back to district court, which "may have that authority."  Judge
Prado's opinion doesn't specifically say whether the district
judge is bound to adopt the bankruptcy court's findings of fact
underpinning the deceptive practices claim.

Judge Prado upheld the fee award and dismissal of the negligence
and breach of fiduciary duty claims.

The case is Frazin v. Haynes Boone LLP (In re Frazin), 11-10403,
Fifth U.S. Circuit Court of Appeals (New Orleans).


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In re Daniel Coon
   Bankr. N.D.N.Y. Case No. 13-12425
      Chapter 11 Petition filed September 30, 2013

In re Poppys Place, LLC
   Bankr. D. Ariz. Case No. 13-17172
     Chapter 11 Petition filed October 1, 2013
         See http://bankrupt.com/misc/azb13-17172.pdf
         represented by: Blake D. Gunn, Esq.
                         LAW OFFICE OF BLAKE D. GUNN
                         E-mail: bgunn@gunnfirm.com

In re Guevavi Ranch, LLC
   Bankr. D. Ariz. Case No. 13-17645
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/azb13-17645.pdf
         represented by: Jeffrey M. Neff, Esq.
                         LAW OFFICE OF JEFFREY M. NEFF, P.C.
                         E-mail: Jeff@Nefflawaz.com

In re Victor Ostrovsky
   Bankr. D. Ariz. Case No. 13-17683
      Chapter 11 Petition filed October 9, 2013

In re Victor Ostrovsky
      Bella Ostrovsky
   Bankr. D. Ariz. Case No. 13-17683
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/azb13-17683.pdf
         represented by: Martin John McCue, Esq.
                         SCOTTSDALE LAW GROUP OF MCCUE & ASSOC.
                         E-mail: mmccue@scottsdalelawgroup.com

In re S-S Furniture Company
   Bankr. E.D. Ark. Case No. 13-15567
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/areb13-15567.pdf
         represented by: O. C. Rusty Sparks, Esq.
                         O.C. "RUSTY" SPARKS, P.A.
                         E-mail: rustysparkslaw@gmail.com

In re Soheila Moradshahi
   Bankr. C.D. Calif. Case No. 13-16464
      Chapter 11 Petition filed October 9, 2013

In re Dixie Transport, Inc.
        dba Dixie Logistics
   Bankr. N.D. Ga. Case No. 13-42945
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/ganb13-42945.pdf
         represented by: David J. Fulton, Esq.
                         SCARBOROUGH, FULTON & GLASS
                         E-mail: djf@sfglegal.com

In re N. F. W. Four, Incorporated
        dba National Foods Warehouse
        fka N.F.W. IV, Incorporated
   Bankr. N.D. Ga. Case No. 13-72236
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/ganb13-72236.pdf
         represented by: Herbert C. Broadfoot, II, Esq.
                         RAGSDALE, BEALS, SEIGLER, ET AL.
                         E-mail: broadfoot@rbspg.com

In re Nicole Owens
   Bankr. N.D. Ill. Case No. 13-39632
      Chapter 11 Petition filed October 9, 2013

In re Dallas Machinery, LLC
   Bankr. E.D. Ky. Case No. 13-21785
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/kyeb13-21785.pdf
         represented by: Matthew T. Sanning, Esq.
                         E-mail: mattsanning@windstream.net

In re Daniel Fields
   Bankr. D. Md. Case No. 13-27190
      Chapter 11 Petition filed October 9, 2013

In re Master Precision Global, LLC
   Bankr. W.D. Mich. Case No. 13-07943
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/miwb13-07943.pdf
         represented by: Steven L. Rayman, Esq.
                         RAYMAN & KNIGHT
                         E-mail: courtmail@raymanstone.com

In re Robert Etzel
   Bankr. D. Mont. Case No. 13-61353
      Chapter 11 Petition filed October 9, 2013

In re Darren Whitehall
   Bankr. D. N.J. Case No. 13-32136
      Chapter 11 Petition filed October 9, 2013

In re Jeffrey Krompier
   Bankr. D. N.J. Case No. 13-32202
      Chapter 11 Petition filed October 9, 2013

In re JRNCO Bike Corp.
        aka South Shore Bicycles & Fitness Equipment
   Bankr. E.D.N.Y. Case No. 13-75145
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/nyeb13-75145.pdf
         represented by: Gary C. Fischoff, Esq.
                         BERGER, FISCHOFF & SHUMER, LLP
                         E-mail: gfischoff@sfbblaw.com

In re Mexican's Specialty Corp.
        dba Especialidades Mexicanas
   Bankr. S.D.N.Y. Case No. 13-13298
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/nysb13-13298.pdf
         represented by: Lawrence Morrison, Esq.
                         E-mail: morrlaw@aol.com

In re 1818 Market Street Marathon Grill, Inc.
   Bankr. E.D. Pa. Case No. 13-18861
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/paeb13-18861.pdf
         represented by: Aris J. Karalis, Esq.
                         MASCHMEYER KARALIS P.C.
                         E-mail: akaralis@cmklaw.com

In re 1818 Market Street Marathon Grill Associates
   Bankr. E.D. Pa. Case No. 13-18863
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/paeb13-18863.pdf
         represented by: Aris J. Karalis, Esq.
                         MASCHMEYER KARALIS P.C.
                         E-mail: akaralis@cmklaw.com

In re Valley Forge Composite Technologies, Inc.
   Bankr. M.D. Pa. Case No. 13-05253
     Chapter 11 Petition filed October 9, 2013
         See http://bankrupt.com/misc/pamb13-05253.pdf
         represented by: Maurice R. Mitts, Esq.
                         MITTS MILAVEC, LLC
                         E-mail: mmitts@mittslaw.com

In re Juan Ramirez Rivera
   Bankr. D. P.R. Case No. 13-08405
      Chapter 11 Petition filed October 9, 2013

In re Daniel Brucker
   Bankr. C.D. Calif. Case No. 13-12516
      Chapter 11 Petition filed October 10, 2013

In re Fusion Linen Services, Inc.
   Bankr. C.D. Calif. Case No. 13-18412
     Chapter 11 Petition filed October 10, 2013
         See http://bankrupt.com/misc/cacb13-18412.pdf
         represented by: Bruce C. Bridgman, Esq.
                         E-mail: bcblawgroup@gmail.com

In re Ammec, Inc.
   Bankr. C.D. Calif. Case No. 13-16532
     Chapter 11 Petition filed October 10, 2013
         See http://bankrupt.com/misc/cacb13-12516.pdf
         represented by: Greta S. Curtis, Esq.
                         LAW OFFICES OF GRETA S. CURTIS
                         E-mail: gscesq1@aol.com

In re Wayne Keneipp
   Bankr. N.D. Ill. Case No. 13-39862
      Chapter 11 Petition filed October 10, 2013

In re Operation Reach, Inc.
        dba Knowledge Garden, Gulsouth Youth Action Corps
   Bankr. E.D. La. Case No. 13-12809
     Chapter 11 Petition filed October 10, 2013
         See http://bankrupt.com/misc/laeb13-12809.pdf
         represented by: Edwin M. Shorty, Jr., Esq.
                         EDWIN M. SHORTY, JR. & ASSOCIATES
                         E-mail: EShorty@eshortylawoffice.com

In re Calixtra Munroe
   Bankr. D. Mass. Case No. 13-15979
      Chapter 11 Petition filed October 10, 2013

In re Concept Construction Company
   Bankr. E.D. Mich. Case No. 13-58733
     Chapter 11 Petition filed October 10, 2013
         See http://bankrupt.com/misc/mieb13-58733.pdf
         represented by: Robert N. Bassel, Esq.
                         E-mail: bbassel@gmail.com

In re Jerry Pass
   Bankr. S.D. Miss. Case No. 13-03081
      Chapter 11 Petition filed October 10, 2013

In re JRNCO Bike Corp. II
        aka South Shore Bicycle and Fitness
   Bankr. E.D.N.Y. Case No. 13-75157
     Chapter 11 Petition filed October 10, 2013
         See http://bankrupt.com/misc/nyeb13-75157.pdf
         represented by: Gary C. Fischoff, Esq.
                         BERGER, FISCHOFF & SHUMER, LLP
                         E-mail: gfischoff@sfbblaw.com

In re LIC Crown Mezz Borrower LLC
   Bankr. S.D.N.Y. Case No. 13-13304
     Chapter 11 Petition filed October 10, 2013
         See http://bankrupt.com/misc/nysb13-13304.pdf
         represented by: Tracy L. Klestadt, Esq.
                         KLESTADT & WINTERS, LLP
                         E-mail: tklestadt@klestadt.com

In re Yosef Dery
   Bankr. S.D.N.Y. Case No. 13-13312
      Chapter 11 Petition filed October 10, 2013

In re Lawrence Copenhefer
   Bankr. S.D. Ohio Case No. 13-34168
      Chapter 11 Petition filed October 10, 2013

In re Mark Buggy
   Bankr. W.D. Pa. Case No. 13-70734
      Chapter 11 Petition filed October 10, 2013

In re Patricia Smithson
   Bankr. W.D. Wash. Case No. 13-46375
      Chapter 11 Petition filed October 10, 2013

In re D & N Masonry, Inc.
   Bankr. S.D. W.Va. Case No. 13-30512
     Chapter 11 Petition filed October 10, 2013
         See http://bankrupt.com/misc/wvsb13-30512.pdf
         represented by: Mitchell Lee Klein, Esq.
                         KLEIN LAW OFFICE
                         E-mail: swhittington@kleinandsheridan.com

In re Infinity Auto Sales, Inc.
   Bankr. W.D. Ark. Case No. 13-73419
     Chapter 11 Petition filed October 11, 2013
         See http://bankrupt.com/misc/arwb13-73419.pdf
         represented by: Stanley V. Bond, Esq.
                         BOND LAW OFFICE
                         E-mail: attybond@me.com

In re Robert Lees
   Bankr. W.D. Ark. Case No. 13-73433
      Chapter 11 Petition filed October 11, 2013

In re Roland Colton
   Bankr. C.D. Calif. Case No. 13-18456
      Chapter 11 Petition filed October 11, 2013

In re Jan Samzelius
   Bankr. N.D. Calif. Case No. 13-32248
      Chapter 11 Petition filed October 11, 2013

In re The BSm Entertainment B-Corp
        aka Bernard Mitchell, The BSM Living Trust
   Bankr. N.D. Calif. Case No. 13-45684
     Chapter 11 Petition filed October 11, 2013
         See http://bankrupt.com/misc/canb13-45684.pdf
         represented by: S. R. Mitchell, Esq.
                         LAW OFFICES OF S.R. MITCHELL

In re Reynaldo Basco
   Bankr. N.D. Calif. Case No. 13-55410
      Chapter 11 Petition filed October 11, 2013

In re Doug Kelso
   Bankr. D. Colo. Case No. 13-27129
      Chapter 11 Petition filed October 11, 2013

In re ASK Homestead Florida, LLC.
        dba Shakey's Pizza
   Bankr. S.D. Fla. Case No. 13-34573
     Chapter 11 Petition filed October 11, 2013
         See http://bankrupt.com/misc/flsb13-34573.pdf
         represented by: Scott Alan Orth, Esq.
                         LAW OFFICES OF SCOTT ALAN ORTH, P.A.
                         E-mail: orthlaw@bellsouth.net

In re Broward County Self Storage, Inc.
   Bankr. S.D. Fla. Case No. 13-34585
     Chapter 11 Petition filed October 11, 2013
         See http://bankrupt.com/misc/flsb13-34585.pdf
         represented by: Susan D. Lasky, Esq.
                         SUSAN D. LASKY, P.A.
                         E-mail: ECF@suelasky.com

In re Jacobs Administrative Services LLC
   Bankr. N.D. Ga. Case No. 13-12588
     Chapter 11 Petition filed October 11, 2013
         See http://bankrupt.com/misc/ganb13-12588.pdf
         represented by: Leonard R. Medley, III, Esq.
                         MEDLEY & KOSAKOSKI, LLC
                         E-mail: leonard@mkalaw.com

In re FischerSIPS, LLC
   Bankr. W.D. Ky. Case No. 13-34033
     Chapter 11 Petition filed October 11, 2013
         See http://bankrupt.com/misc/kywb13-34033.pdf
         represented by: Miles S. Apple, Esq.
                         PITT & FRANK, PSC
                         E-mail: mapple@pittandfrank.com

In re TDL Investments, LLC
   Bankr. D. Minn. Case No. 13-34913
     Chapter 11 Petition filed October 11, 2013
         See http://bankrupt.com/misc/mnb13-34913.pdf
         represented by: Paul W. Bucher, Esq.
                         DUNLAP & SEEGER
                         E-mail: pbucher@dunlaplaw.com

In re James Smith
   Bankr. N.D. Ohio Case No. 13-17204
      Chapter 11 Petition filed October 11, 2013

In re Minnie Bowers Smith
   Bankr. N.D. Ohio Case No. 13-17204
      Chapter 11 Petition filed October 11, 2013

In re Village Square Inc.
        dba Village Apothecary
   Bankr. N.D. Ohio Case No. 13-34216
     Chapter 11 Petition filed October 11, 2013
         See http://bankrupt.com/misc/ohnb13-34216.pdf
         represented by: Raymond L. Beebe, Esq.
                         RAYMOND L. BEEBE CO., LPA
                         E-mail: RLBCT@buckeye-express.com

In re Danny Berrey
   Bankr. D. Ore. Case No. 13-36441
      Chapter 11 Petition filed October 11, 2013

In re Penn Monaca Steel Products Company
   Bankr. W.D. Pa. Case No. 13-24337
     Chapter 11 Petition filed October 11, 2013
         See http://bankrupt.com/misc/pawb13-24337.pdf
         represented by: Robert O. Lampl, Esq.
                         ROBERT O LAMPL, ATTORNEY AT LAW
                         E-mail: rol@lampllaw.com

In re Southwestern Battery Supply Company, Inc.
   Bankr. N.D. Tex. Case No. 13-35253
     Chapter 11 Petition filed October 11, 2013
         See http://bankrupt.com/misc/txnb13-35253.pdf
         represented by: Joyce W. Lindauer, Esq.
                         JOYCE W. LINDAUER, ATTORNEY AT LAW
                         E-mail: courts@joycelindauer.com

In re Eloshua Elliott
   Bankr. N.D. Ga. Case No. 13-72431
      Chapter 11 Petition filed October 12, 2013

In re Steven Fisher
   Bankr. D. Ariz. Case No. 13-17932
      Chapter 11 Petition filed October 14, 2013

In re Scott Taylor
   Bankr. N.D. Calif. Case No. 13-45705
      Chapter 11 Petition filed October 14, 2013

In re Green Mountain Learning Center, Inc.
   Bankr. D. Colo. Case No. 13-27248
     Chapter 11 Petition filed October 14, 2013
         See http://bankrupt.com/misc/cob13-27248.pdf
         represented by: Mark D. Zimmerman, Esq.
                         E-mail: nordichawk@juno.com

In re Guy Tomasino
   Bankr. M.D. Fla. Case No. 13-06165
      Chapter 11 Petition filed October 14, 2013

In re Dixie Wood Products, LLC
   Bankr. N.D. Fla. Case No. 13-10344
     Chapter 11 Petition filed October 14, 2013
         See http://bankrupt.com/misc/flnb13-10344.pdf
         represented by: Seldon J. Childers, Esq.
                         CHILDERSLAW, LLC
                         E-mail: jchilders@smartbizlaw.com

In re Yukiko Day
   Bankr. D. Hawaii Case No. 13-01694
      Chapter 11 Petition filed October 14, 2013

In re Mark Muehler
   Bankr. N.D. Ill. Case No. 13-40209
      Chapter 11 Petition filed October 14, 2013

In re Stephen Ayers
   Bankr. W.D. La. Case No. 13-51213
      Chapter 11 Petition filed October 14, 2013

In re Sammei, Inc.
   Bankr. D. Md. Case No. 13-27390
     Chapter 11 Petition filed October 14, 2013
         See http://bankrupt.com/misc/mdb13-27390.pdf
         represented by: J. Michael Broumas, Esq.
                         BROUMAS LAW GROUP LLC
                         E-mail: michael@broumas.com

In re Esteban Ramirez
   Bankr. D. Md. Case No. 13-27395
      Chapter 11 Petition filed October 14, 2013

In re Mercedes Ramirez
   Bankr. D. Md. Case No. 13-27395
      Chapter 11 Petition filed October 14, 2013

In re Avita Artesian Water, LLC
        dba Avita Water, LLC
            Avita Water
            Avita
   Bankr. E.D. Mich. Case No. 13-22652
     Chapter 11 Petition filed October 14, 2013
         See http://bankrupt.com/misc/mieb13-22652.pdf
         represented by: Donald C. Darnell, Esq.
                         DARNELL LAW OFFICES
                         E-mail: dondarnell@darnell-law.com

In re Bradley Gebhard
   Bankr. W.D. Mo. Case No. 13-61570
      Chapter 11 Petition filed October 14, 2013

In re Six Star Cleaning And Carpet Services, Inc.
        dba Six Star Janitorial
   Bankr. D. Nev. Case No. 13-18735
     Chapter 11 Petition filed October 14, 2013
         See http://bankrupt.com/misc/nvb13-18735.pdf
         represented by: Randal R. Leonard, Esq.
                         RANDAL R. LEONARD, LTD.
                         E-mail: rleonard999@yahoo.com

In re Mac Ry, LLC
   Bankr. D. Nev. Case No. 13-18738
     Chapter 11 Petition filed October 14, 2013
         See http://bankrupt.com/misc/nvb13-18738.pdf
         represented by: Seth D. Ballstaedt, Esq.
                         THE BALLSTAEDT LAW FIRM
                         E-mail: seth@ballstaedtlaw.com

In re Nikolaos Hiletzaris
   Bankr. E.D.N.Y. Case No. 13-46187
      Chapter 11 Petition filed October 14, 2013

In re Euro Pietra Italia Corporation
   Bankr. E.D. Pa. Case No. 13-18965
     Chapter 11 Petition filed October 14, 2013
         See http://bankrupt.com/misc/paeb13-18965.pdf
         represented by: J. David Outtrim, Esq.
                         LAW OFFICE OF J. DAVID OUTTRIM, P.C.
                         E-mail: douttrim@outtrimlaw.com

In re Robert Slagle
   Bankr. M.D. Pa. Case No. 13-05319
      Chapter 11 Petition filed October 14, 2013

In re Richard Harper
   Bankr. M.D. Pa. Case No. 13-05325
      Chapter 11 Petition filed October 14, 2013

In re Peter Antinopoulos
   Bankr. W.D. Pa. Case No. 13-24349
      Chapter 11 Petition filed October 14, 2013

In re Rodney Connor
   Bankr. W.D. Wash. Case No. 13-46451
      Chapter 11 Petition filed October 14, 2013

In re Vanatta Enterprises, LLC
   Bankr. D. Ariz. Case No. 13-17985
     Chapter 11 Petition filed October 15, 2013
         See http://bankrupt.com/misc/azb13-17985.pdf
         represented by: Brian W. Hendrickson, Esq.
                         THE HENDRICKSON LAW FIRM PLLC
                         E-mail: bwh@hendricksonlaw.net

In re Edwin Ingan
   Bankr. C.D. Calif. Case No. 13-12559
      Chapter 11 Petition filed October 15, 2013

In re Dudley Herndon
   Bankr. C.D. Calif. Case No. 13-16573
      Chapter 11 Petition filed October 15, 2013

In re Richard O'Linn
   Bankr. C.D. Calif. Case No. 13-16587
      Chapter 11 Petition filed October 15, 2013

In re Richard James O'Linn, II
        aka Richard James Olinn, II
   Bankr. C.D. Calif. Case No. 13-16587
     Chapter 11 Petition filed October 15, 2013
         See http://bankrupt.com/misc/cacb13-16587.pdf
         represented by: Daniel Lucid, Esq.
                         LAW OFFICES OF ART HOOMIRATANA
                         E-mail: dan.lucid@lucidslaw.com

In re Joseph Connelly
   Bankr. N.D. Calif. Case No. 13-32266
      Chapter 11 Petition filed October 15, 2013

In re Mohinder Sandhu
   Bankr. N.D. Calif. Case No. 13-45714
      Chapter 11 Petition filed October 15, 2013

In re Samuel Morreale
   Bankr. D. Colo. Case No. 13-27310
      Chapter 11 Petition filed October 15, 2013

In re MierBoo Dental, LLC
   Bankr. N.D. Ga. Case No. 13-72615
     Chapter 11 Petition filed October 15, 2013
         See http://bankrupt.com/misc/ganb13-72615.pdf
         represented by: Angelyn M. Wright, Esq.
                         THE WRIGHT LAW OFFICE, P.C.
                         E-mail: twlopc@earthlink.net

In re Highway Safety Services, Inc.
   Bankr. N.D. Ind. Case No. 13-40653
     Chapter 11 Petition filed October 15, 2013
         See http://bankrupt.com/misc/innb13-40653.pdf
         represented by: Terry E. Hall, Esq.
                         FAEGRE BAKER DANIELS, LLP
                         E-mail: terry.hall@faegrebd.com

In re Advanced Hearing Centers, Inc.
   Bankr. D. Md. Case No. 13-27478
     Chapter 11 Petition filed October 15, 2013
         See http://bankrupt.com/misc/mdb13-27478.pdf
         represented by: Geri Lyons Chase, Esq.
                         LAW OFFICE OF GERI LYONS CHASE
                         E-mail: gerichase@verizon.net

In re Middledorf Bus Company, Inc.
   Bankr. D. Md. Case No. 13-27480
     Chapter 11 Petition filed October 15, 2013
         See http://bankrupt.com/misc/mdb13-27480.pdf
         represented by: John Douglas Burns, Esq.
                         THE BURNS LAWFIRM, LLC
                         E-mail: jburns@burnsbankruptcyfirm.com

In re Bradford Blair
   Bankr. E.D. Mich. Case No. 13-59055
      Chapter 11 Petition filed October 15, 2013

In re Western Refrigerated LTL Services, L.L.C.
   Bankr. D. Minn. Case No. 13-45010
     Chapter 11 Petition filed October 15, 2013
         See http://bankrupt.com/misc/mnb13-45010.pdf
         represented by: Michael F. McGrath, Esq.
                         RAVICH MEYER KIRKMAN & MCGRATH NAUMAN
                         E-mail: mfmcgrath@ravichmeyer.com

In re Prahbat, LLC
   Bankr. D. Nev. Case No. 13-18745
     Chapter 11 Petition filed October 15, 2013
         See http://bankrupt.com/misc/nvb13-18745.pdf
         Filed as Pro Se

In re Frank Rosemberg
   Bankr. S.D.N.Y. Case No. 13-23691
      Chapter 11 Petition filed October 15, 2013

In re D'Imperio's Restaurant
   Bankr. W.D. Pa. Case No. 13-24360
     Chapter 11 Petition filed October 15, 2013
         See http://bankrupt.com/misc/pawb13-24360.pdf
         represented by: Donald R. Calaiaro, Esq.
                         CALAIARO & CORBETT, P.C.
                         E-mail: dcalaiaro@calaiarocorbett.com

In re Creative Collision Center, Inc.
   Bankr. E.D. Tenn. Case No. 13-15205
     Chapter 11 Petition filed October 15, 2013
         See http://bankrupt.com/misc/tneb13-15205.pdf
         represented by: W. Thomas Bible, Esq.
                         LAW OFFICE OF W. THOMAS BIBLE, JR.
                         E-mail: wtbibleecf@gmail.com

In re Mazen Rayyan
   Bankr. D. Ariz. Case No. 13-18115
      Chapter 11 Petition filed October 17, 2013

In re Smadar Rees
   Bankr. C.D. Calif. Case No. 13-16607
      Chapter 11 Petition filed October 17, 2013

In re Russell Cappiccille
   Bankr. N.D. Calif. Case No. 13-32269
      Chapter 11 Petition filed October 17, 2013

In re Diamond Carpets, Inc.
   Bankr. D. Colo. Case No. 13-27390
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/cob13-27390.pdf
         represented by: Phillip Jones, Esq.
                         WILLIAMS, TURNER & HOLMES, P.C.
                         E-mail: pjones@wth-law.com

In re Ravi Velisetti
   Bankr. M.D. Fla. Case No. 13-06237
      Chapter 11 Petition filed October 17, 2013

In re Colatina LLC
   Bankr. S.D. Fla. Case No. 13-34870
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/flsb13-34870.pdf
         represented by: David L. Merrill, Esq.
                         OZMENT MERRILL
                         E-mail: ecf@ombkc.com

In re Brazilian Marble Corp.
   Bankr. S.D. Fla. Case No. 13-34872
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/flsb13-34872.pdf
         represented by: David L. Merrill, Esq.
                         OZMENT MERRILL
                         E-mail: ecf@ombkc.com

In re David Taylor Construction, Inc.
   Bankr. M.D. Ga. Case No. 13-71368
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/gamb13-71368.pdf
         represented by: Christopher W. Terry, Esq.
                         STONE AND BAXTER, LLP
                         E-mail: cterry@stoneandbaxter.com

In re JM Development II, LLC
   Bankr. N.D. Ill. Case No. 13-40514
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/ilnb13-40514.pdf
         represented by: Jeffrey W. Deer, Esq.
                         DEER & STONE, P.C.
                         E-mail: jwdeer@aol.com

In re River Town Realty LLC
   Bankr. D. Mass. Case No. 13-16071
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/mab13-16071.pdf
         represented by: Nicola Yousif, Esq.
                         LAW OFFICE OF ATTORNEY NICK YOUSIF
                         E-mail: yousif.nick@gmail.com

In re HQ Fitness & Daycare, LLC
   Bankr. N.D. Miss. Case No. 13-14339
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/msnb13-14339.pdf
         represented by: James W. Amos, Esq.
                         E-mail: jwamosattorney@aol.com

In re Nitty Gritty Dirt, LLC
   Bankr. D. Mont. Case No. 13-61376
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/mtb13-61376.pdf
         Filed as Pro Se

In re William Eisen
   Bankr. D. Nev. Case No. 13-18771
      Chapter 11 Petition filed October 17, 2013

In re Bayway Hand Car Wash Corp.
   Bankr. D. N.J. Case No. 13-32632
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/njb13-32632.pdf
         represented by: Russell J. Passamano, Esq.
                         DECOTIIS, FITZPATRICK, COLE AND WISLER
                         E-mail: rpassamano@decotiislaw.com

In re Harlem Hand Car Wash Corp.
   Bankr. D. N.J. Case No. 13-32637
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/njb13-32637.pdf
         represented by: Russell J. Passamano, Esq.
                         DECOTIIS, FITZPATRICK, COLE AND WISLER
                         E-mail: rpassamano@decotiislaw.com

In re J.V. Car Wash Ltd.
   Bankr. D. N.J. Case No. 13-32641
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/njb13-32641.pdf
         represented by: Russell J. Passamano, Esq.
                         DECOTIIS, FITZPATRICK, COLE AND WISLER
                         E-mail: rpassamano@decotiislaw.com

In re Webster Hand Car Wash Corp.
   Bankr. D. N.J. Case No. 13-32644
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/njb13-32644.pdf
         represented by: Russell J. Passamano, Esq.
                         DECOTIIS, FITZPATRICK, COLE AND WISLER
                         E-mail: rpassamano@decotiislaw.com

In re Jose Vazquez
   Bankr. D. N.J. Case No. 13-32646
      Chapter 11 Petition filed October 17, 2013

In re Gemini Electrical Design and Construction, Inc.
   Bankr. N.D.N.Y. Case No. 13-12543
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/nynb13-12543.pdf
         represented by: Richard H. Weiskopf, Esq.
                         BARBARUOLO & WEISKOPF, P.C.
                         E-mail: rweiskopf@bwlawpc.com

In re L&A Automotive Center, Inc.
   Bankr. N.D.N.Y. Case No. 13-12544
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/nynb13-12544.pdf
         represented by: Richard H. Weiskopf, Esq.
                         BARBARUOLO & WEISKOPF, P.C.
                         E-mail: rweiskopf@bwlawpc.com

In re UNX LLC
   Bankr. S.D.N.Y. Case No. 13-13371
     Chapter 11 Petition filed October 17, 2013
         See http://bankrupt.com/misc/nysb13-13371.pdf
         represented by: Kenneth A. Rosen, Esq.
                         Wojciech F. Jung, Esq.
                         LOWENSTEIN SANDLER, LLP
                         E-mail: krosen@lowenstein.com
                                 wjung@lowenstein.com

In re Domingo Colon Santiago
   Bankr. D. P.R. Case No. 13-08602
      Chapter 11 Petition filed October 17, 2013

In re Grigori Adjian
   Bankr. C.D. Calif. Case No. 13-16631
      Chapter 11 Petition filed October 18, 2013

In re Smith Heavy Industrial Transit Corp.
   Bankr. C.D. Calif. Case No. 13-16639
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/cacb13-16639.pdf
         Filed as Pro Se

In re Eddie Hernandez
   Bankr. C.D. Calif. Case No. 13-35368
      Chapter 11 Petition filed October 18, 2013

In re Agana, Inc.
        aka Agana Baby
            Around the World
   Bankr. S.D. Calif. Case No. 13-10186
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/casb13-10186.pdf
         represented by: Christopher Barsness, Esq.
                         COHEN IP LAW GROUP, P.C.
                         E-mail: cbarsness1@gmail.com

In re Richard Mgongo
   Bankr. D. D.C. Case No. 13-00657
      Chapter 11 Petition filed October 18, 2013

In re Big Rig Restaurant 2, Inc.
   Bankr. M.D. Fla. Case No. 13-12814
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/flmb13-12814.pdf
         represented by: James H. Monroe, Esq.
                         JAMES H. MONROE, P.A.
                         E-mail: jhm@jamesmonroepa.com

In re Molon Labe Industries, Inc.
   Bankr. M.D. Fla. Case No. 13-13772
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/flmb13-13772.pdf
         represented by: Marshall G. Reissman
                         THE REISSMAN LAW GROUP
                         E-mail: marshall@reissmanlaw.com

In re M & L Plumbing, Inc.
   Bankr. N.D. Fla. Case No. 13-40645
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/flnb13-40645.pdf
         represented by: Thomas B. Woodward, Esq.
                         THOMAS B. WOODWARD, ATTORNEY AT LAW
                         E-mail: woodylaw@embarqmail.com

In re William Lysaght
   Bankr. S.D. Fla. Case No. 13-34918
      Chapter 11 Petition filed October 18, 2013

In re Mark Boychuk
   Bankr. N.D. Ga. Case No. 13-22925
      Chapter 11 Petition filed October 18, 2013

In re La Mongerie Bakery Deux LLC
        dba La Mongerie
            La Mongerie Bakery
            La Mongerie Bakery & Bistro
   Bankr. N.D. Ga. Case No. 13-72704
     Chapter 11 Petition filed October 18, 2013
         Filed as Pro Se

In re Ematt, Inc.
   Bankr. N.D. Ga. Case No. 13-72717
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/ganb13-72717.pdf
         represented by: Ronald F. Debranski, II, Esq.
                         DEBRANSKI & ASSOCIATES, LLC
                         E-mail: rdebranski@superlaw.com

In re Edward Rizzi
   Bankr. N.D. Ill. Case No. 13-40704
      Chapter 11 Petition filed October 18, 2013

In re Gloria Feliz
   Bankr. D. Mass. Case No. 13-16086
      Chapter 11 Petition filed October 18, 2013

In re Meadows Valley, LLC
   Bankr. E.D. Mich. Case No. 13-22685
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/mieb13-22685.pdf
         represented by: Keith A. Schofner, Esq.
                         LAMBERT, LESER, ISACKSON, COOK & GIUNTA,
P.C.
                         E-mail: kaschofner@lambertleser.com

In re Joseph Haas Investment Co.
   Bankr. E.D. Mo. Case No. 13-49455
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/moeb13-49455.pdf
         represented by: Spencer P. Desai, Esq.
                         DESAI EGGMANN MASON, LLC
                         E-mail: sdesai@demlawllc.com

In re Shane Blackbird
   Bankr. D. Nev. Case No. 13-18854
      Chapter 11 Petition filed October 18, 2013

In re Princeton Property Maintenance, Inc.
   Bankr. D. N.J. Case No. 13-32744
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/njb13-32744.pdf
         represented by: Lou Spaginito, Esq.

In re Luggage Express, LLC
   Bankr. D. N.J. Case No. 13-32795
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/njb13-32795.pdf
         represented by: Lou Spaginito, Esq.

In re Heart Medicine, LLC
   Bankr. D. N.J. Case No. 13-32810
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/njb13-32810.pdf
         represented by: Marc C. Capone, Esq.
                         CAPONE AND KEEFE, P.C.
                         E-mail: mcapone@caponeandkeefe.com

In re US Panama Express Direct Incorporated
   Bankr. E.D.N.Y. Case No. 13-46227
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/nyeb13-46227.pdf
         represented by: Vivian M. Williams, Esq.
                         VIVIAN M. WILLIAMS & ASSOCIATES, P.C.
                         E-mail: vwilliams@vmwassociates.com

In re Sebastiano, Inc.
        dba Pizzicato Restaurant
   Bankr. E.D. Pa. Case No. 13-19066
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/paeb13-19066.pdf
         represented by: Albert A. Ciardi, III, Esq.
                         CIARDI CIARDI & ASTIN, P.C.
                         E-mail: aciardi@ciardilaw.com

In re Portland Village Inc.
   Bankr. W.D. Wash. Case No. 13-46533
     Chapter 11 Petition filed October 18, 2013
         See http://bankrupt.com/misc/wawb13-46533.pdf
         represented by: Jason E. Anderson, Esq.
                         LAW OFFICE OF JASON E. ANDERSON
                         E-mail: jason@jasonandersonlaw.com

In re Sky Cablevision, Inc.
        dba Sky Cablevision of Alabama
        fdba Sky Cablevision of Mississippi
             Sky Cablevision of Greene Co.
             Sky Cablevision Limited
             Sky Cablevision, LLC
   Bankr. N.D. Ala. Case No. 13-72143
     Chapter 11 Petition filed October 19, 2013
         See http://bankrupt.com/misc/alnb13-72143.pdf
         represented by: Herbert M. Newell, III, Esq.
                         NEWELL & HOLDEN, LLC
                         E-mail: hnewell@newell-law.com

In re Pomona Gas Station, Inc.
   Bankr. C.D. Calif. Case No. 13-16672
     Chapter 11 Petition filed October 19, 2013
         See http://bankrupt.com/misc/cacb13-16672.pdf
         represented by: Raymond H. Aver, Esq.
                         LAW OFFICES OF RAYMOND H. AVER, APC
                         E-mail: ray@averlaw.com

In re Mark Moses
   Bankr. C.D. Calif. Case No. 13-35458
      Chapter 11 Petition filed October 19, 2013

In re Mark Prebe
   Bankr. C.D. Calif. Case No. 13-35495
      Chapter 11 Petition filed October 19, 2013

In re JRL, LLC
   Bankr. D. Conn. Case No. 13-51642
     Chapter 11 Petition filed October 19, 2013
         See http://bankrupt.com/misc/ctb13-51642.pdf
         represented by: Mark M. Kratter, Esq.
                         KRATTER & GUSTAFSON, LLC
                         E-mail: laws4ct@aol.com

In re Kerry Keathley
   Bankr. M.D. Fla. Case No. 13-13809
      Chapter 11 Petition filed October 19, 2013

In re Vending Maintnance, LLC
   Bankr. N.D. Ga. Case No. 13-12637
     Chapter 11 Petition filed October 19, 2013
         See http://bankrupt.com/misc/ganb13-12637.pdf
         represented by: C. Staci Vaughn, Esq.
                         C.S. VAUGHN, LLC
                         E-mail: csv@vaughnlawfirm.net

In re Jodeco Crossing, LLC
   Bankr. N.D. Ga. Case No. 13-72841
     Chapter 11 Petition filed October 19, 2013
         See http://bankrupt.com/misc/ganb13-72841.pdf
         represented by: George M. Geeslin, Esq.
                         E-mail: geeslingm@aol.com

In re RESCU Acquisitions, LLC
   Bankr. N.D. Ill. Case No. 13-40844
     Chapter 11 Petition filed October 19, 2013
         See http://bankrupt.com/misc/ilnb13-40844.pdf
         represented by: David P. Lloyd, Esq.
                         DAVID P. LLOYD, LTD.
                         E-mail: courtdocs@davidlloydlaw.com

In re B & G Auto Parts & Salvage, LLC
   Bankr. W.D. Ky. Case No. 13-11274
     Chapter 11 Petition filed October 19, 2013
         See http://bankrupt.com/misc/kywb13-11274.pdf
         represented by: Scott A. Bachert, Esq.
                         HARNED BACHERT & MCGEHEE, PSC
                         E-mail: bachert@hbmfirm.com

In re Holley Mechanical Insulation, Inc.
   Bankr. E.D. Mich. Case No. 13-59218
     Chapter 11 Petition filed October 19, 2013
         See http://bankrupt.com/misc/mieb13-59218.pdf
         represented by: Richard F. Fellrath, Esq.
                         LAW OFFICES OF RICHARD F. FELLRATH
                         E-mail: lawfell@wowway.com

In re Gerald Lee Fischer
      Gleta Gail Fischer
   Bankr. W.D. Mo. Case No. 13-43948
     Chapter 11 Petition filed October 19, 2013
         See http://bankrupt.com/misc/mowb13-43948.pdf
         represented by: Erlene W. Krigel, Esq.
                         KRIGEL & KRIGEL, P.C.
                         E-mail: ekrigel@krigelandkrigel.com

In re ZYZZX 2
   Bankr. D. Nev. Case No. 13-18892
     Chapter 11 Petition filed October 19, 2013
         See http://bankrupt.com/misc/nvb13-18892.pdf
         represented by: Kerry P. Faughnan, Esq.
                         LAW OFFICES OF KERRY P. FAUGHNAN, ESQ.
                         E-mail: kerry.faughnan@gmail.com

In re New Mexico Surgicenter Limited Partnership
        dba Albuquerque Surgery Center
            NM Surgical Center
            L.P.
            NM Surgicenter, L.P.
   Bankr. D. N.M. Case No. 13-13419
     Chapter 11 Petition filed October 19, 2013
         See http://bankrupt.com/misc/nmb13-13419.pdf
         represented by: William F. Davis, Esq.
                         WILLIAM F. DAVIS & ASSOCIATES, P.C.
                         E-mail: daviswf@nmbankruptcy.com

In re Frank Kousaie
   Bankr. N.D. Ohio Case No. 13-53034
      Chapter 11 Petition filed October 19, 2013

In re Robin Kousaie
   Bankr. N.D. Ohio Case No. 13-53034
      Chapter 11 Petition filed October 19, 2013

In re John McTiernan, Jr.
   Bankr. D. Wyo. Case No. 13-20987
      Chapter 11 Petition filed October 19, 2013

In re Cammareri Bakery LLC
   Bankr. E.D.N.Y. Case No. 13-46294
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/nyeb13-46294.pdf
         represented by: Michael A. King, Esq.
                         E-mail: Romeo1860@aol.com

In re Philip Farzad
   Bankr. C.D. Calif. Case No. 13-16704
      Chapter 11 Petition filed October 21, 2013

In re Estrada Beisbol, Inc.
   Bankr. C.D. Calif. Case No. 13-35545
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/cacb13-35545.pdf
         represented by: Robert S. Altagen, Esq.
                         LAW OFFICES OF ROBERT S. ALTAGEN
                         E-mail: rsaink@earthlink.net

In re Frank-Lin Excavating, Inc.
   Bankr. M.D. Fla. Case No. 13-12957
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/flmb13-12957.pdf
         represented by: Bryan K. Mickler, Esq.
                         LAW OFFICES OF MICKLER & MICKLER
                         E-mail: court@planlaw.com

In re Edge-Dynamic Human Solutions, Inc.
        dba Edge-Dynamic Human Solutions
            Edge-Dynamic Power Source
   Bankr. M.D. Fla. Case No. 13-12972
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/flmb13-12972.pdf
         represented by: James H. Monroe, Esq.
                         JAMES H. MONROE, P.A.
                         E-mail: jhm@jamesmonroepa.com

In re Sandra Thomas
   Bankr. S.D. Fla. Case No. 13-35183
      Chapter 11 Petition filed October 21, 2013

In re South Florida Expeditions, Inc.
   Bankr. S.D. Fla. Case No. 13-35241
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/flsb13-35241.pdf
         represented by: Jeffrey I. Snyder, Esq.
                         BILZIN SUMBERG BAENA PRICE & AXELROD, LLP
                         E-mail: jsnyder@bilzin.com

In re Natural Foods Warehouse II, Inc.
        dba National Foods Warehouse
   Bankr. N.D. Ga. Case No. 13-72959
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/ganb13-72959.pdf
         represented by: Herbert C. Broadfoot, II, Esq.
                         RAGSDALE, BEALS, SEIGLER, ET AL.
                         E-mail: broadfoot@rbspg.com

In re Diane Mather
   Bankr. D. Hawaii Case No. 13-01725
      Chapter 11 Petition filed October 21, 2013

In re Donald Wolf
   Bankr. N.D. Ill. Case No. 13-83571
      Chapter 11 Petition filed October 21, 2013

In re David Wolf
   Bankr. N.D. Ill. Case No. 13-83572
      Chapter 11 Petition filed October 21, 2013

In re Tom Pineda
   Bankr. D. Md. Case No. 13-27823
      Chapter 11 Petition filed October 21, 2013

In re LG Sciences, LLC
   Bankr. E.D. Mich. Case No. 13-33562
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/mieb13-33562.pdf
         represented by: Thomas L. Beadle, Esq.
                         BEADLE SMITH, PLC
                         E-mail: tbeadle@bbssplc.com

In re North American Aero, Inc.
   Bankr. E.D.N.Y. Case No. 13-75359
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/nyeb13-75359.pdf
         Filed as Pro Se

In re Academy Floral Corp.
        dba Academy Floral Inc.
   Bankr. S.D.N.Y. Case No. 13-13414
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/nysb13-13414.pdf
         represented by: Lawrence Morrison, Esq.
                         THE MORRISON LAW OFFICES, P.C.
                         E-mail: morrlaw@aol.com

In re Steven Gordon
   Bankr. M.D.N.C. Case No. 13-11396
      Chapter 11 Petition filed October 21, 2013

In re Wason Crane, Inc.
   Bankr. N.D. Ohio Case No. 13-53048
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/ohnb13-53048.pdf
         represented by: Michael A. Steel, Esq.
                         BRENNAN, MANNA & DIAMOND, LLC
                         E-mail: masteel@bmdllc.com

In re Jose Marrero Russe
   Bankr. D. P.R. Case No. 13-08701
      Chapter 11 Petition filed October 21, 2013

In re H.G. Managment Corp.
   Bankr. D. P.R. Case No. 13-08716
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/prb13-08716.pdf
         represented by: Nydia Gonzalez Ortiz, Esq.
                         BUFETE SANTIAGO & GONZALEZ
                         E-mail: bufetesg@gmail.com

In re Inmobiliaria Leguisamo Inc.
   Bankr. D. P.R. Case No. 13-08718
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/prb13-08718.pdf
         represented by: Nydia Gonzalez Ortiz, Esq.
                         BUFETE SANTIAGO & GONZALEZ
                         E-mail: bufetesg@gmail.com

In re Sami Khan
   Bankr. E.D. Va. Case No. 13-14744
      Chapter 11 Petition filed October 21, 2013

In re Radha Shyam, LLC
   Bankr. E.D. Va. Case No. 13-73940
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/vaeb13-73940.pdf
         represented by: John D. McIntyre, Esq.
                         WILSON & MCINTYRE, PLLC
                         E-mail: jmcintyre@wmlawgroup.com

In re Smith Investments, LLC
   Bankr. N.D. W.Va. Case No. 13-01243
     Chapter 11 Petition filed October 21, 2013
         See http://bankrupt.com/misc/wvnb13-01243.pdf
         represented by: Steven Brett Offutt, Esq.
                         LAW OFFICE OF BRETT OFFUTT
                         E-mail: brett@wvoffuttlaw.com

In re Advanced, Inc.
        dba Progreen Building Maintenance
   Bankr. C.D. Calif. Case No. 13-18689
     Chapter 11 Petition filed October 22, 2013
         See http://bankrupt.com/misc/cacb13-18689.pdf
         represented by: John H. Bauer, Esq.
                         FINANCIAL RELIEF LEGAL ADVOCATES, INC.
                         E-mail: johnbhud@aol.com

In re Rosana Gauna
   Bankr. N.D. Calif. Case No. 13-32320
      Chapter 11 Petition filed October 22, 2013

In re RI Lipman Realty LLC
   Bankr. S.D. Fla. Case No. 13-35333
     Chapter 11 Petition filed October 22, 2013
         See http://bankrupt.com/misc/flsb13-35333.pdf
         represented by: Julie E. Hough, Esq.
                         POLENBERG, COOPER, SAUNDERS, & RIESBERG
                         E-mail: jhough@polenbergcooper.com

In re Worcester RE Investments, LLC
   Bankr. D. Mass. Case No. 13-42681
     Chapter 11 Petition filed October 22, 2013
         See http://bankrupt.com/misc/mab13-42681.pdf
         represented by: James P. Ehrhard, Esq.
                         EHRHARD & ASSOCIATES, P.C.
                         E-mail: ehrhard@ehrhardlaw.com

In re Laurel Pond Resort Condominium Association
   Bankr. D. N.J. Case No. 13-33067
     Chapter 11 Petition filed October 22, 2013
         See http://bankrupt.com/misc/njb13-33067.pdf
         Filed as Pro Se

In re John Petruski
   Bankr. D. N.J. Case No. 13-33079
      Chapter 11 Petition filed October 22, 2013

In re LWM Equipment Rental, LLC
   Bankr. N.D. Tex. Case No. 13-44791
     Chapter 11 Petition filed October 22, 2013
         See http://bankrupt.com/misc/txnb13-44791.pdf
         represented by: Joyce W. Lindauer, Esq.
                         JOYCE W. LINDAUER, ATTORNEY AT LAW
                         E-mail: courts@joycelindauer.com

In re Lilia Murray
   Bankr. S.D. Tex. Case No. 13-70547
      Chapter 11 Petition filed October 22, 2013


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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