TCR_Public/131025.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 25, 2013, Vol. 17, No. 296


                            Headlines

ALMA ENERGY: Botched Mediation Warrants Sanctions
AMERICAN AIRLINES: Unions Can't Undo Consolidation, 7th Cir. Says
AMERICAN AIRLINES: US Airways Defends Merger in Light of Profits
ANACOR PHARMACEUTICALS: Awarded $100 Million in Damages
ANACOR PHARMACEUTICALS: Awarded $13.5MM to Discover Antibiotic

ANDERSON NEWS: Publishers in Price-Fixing Suit Seek Counterclaim
APOLLO MEDICAL: Inks $2MM Credit Facility With NNA of Nevada
ASCENSUS INC: Moody's Rates $200MM 1st Lien Term Loan 'B1'
ASCENSUS INC: S&P Assigns 'B+' Rating to $215MM Sr. Facilities
ASR CONSTRUCTORS: Another Meridian's Case Summary

ASR CONSTRUCTORS: Inland Machinery's Case Summary
ASSURED PHARMACY: Has Exchange Offer for Debenture and Warrants
ATLANTIC COAST: Atlanta Fed Reserve OKs Dave Bhasin as Director
AURA SYSTEMS: Incurs $3.7 Million Net Loss in Second Quarter
BANCO PONTUAL: Files Ch. 15 to Locate & Capture Estate Assets

BEHLING DAIRY: Case Summary & 9 Largest Unsecured Creditors
BERNARD L. MADOFF: Trade Group Urges 2nd Cir. to Block Suits
BERNARD L. MADOFF: Family Members Freed From $49MM UK Suit
BG MEDICINE: Gilde Europe Held 2.3% Equity Stake at Oct. 1
BURLINGTON STORES: S&P Assigns 'B' Corp. Credit Rating

CAMCO FINANCIAL: Accounting Firm Quits Over Huntington Merger
CAMMARERI BROS: "Moonstruck" Restaurant Files for Bankruptcy
CAESARS ENTERTAINMENT: Drops Application Related to Casino Bid
CAPITOL BANCORP: Auction Scheduled for Nov. 18
CENGAGE LEARNING: Committee Balks at Exclusivity Extension

CENTRAL ENERGY PARTNERS: Settles With Razorback for $125,000
CLEAR CHANNEL: Declares $200 Million Special Cash Dividend
COMMUNITY HOME: Hires David Mullin as Special Counsel
CROWN CASTLE: Moody's Affirms 'Ba2' CFR & 'Ba2-PD' Debt Ratings
DEALER COMPUTER: Moody's Raises CFR & Default Rating to 'Ba3'

DETROIT, MI: Retirees Committee Hires Dentons as Counsel
DETROIT, MI: Trial to Prove Ch.9 Eligibility Begins
DETROIT, MI: Protecting Pensions May Violate Bankruptcy Code
DETROIT, MI: Unions Say City Can't Show It's Insolvent
DETROIT, MI: Needs to Hand Over Jones Day Docs, Union Says

DEWEY & LEBOEUF: Internet Domain Name to Be Auctioned
EDISON MISSION: Ad Hoc Committee Supports NRG Deal
ELBIT IMAGING: Unsecured Creditors Accept Plan of Arrangement
ELCOM HOTEL: Files Liquidating Plan; Assets to Be Sold at Auction
EMPIRE DIE: Aims to Auction Assets with $11.4MM Lead Bid

EMPIRE DIE: Section 341(a) Meeting Scheduled for November 21
EMPRESAS OMAJEDE: Charles A. Cuprill to Step Down as Counsel
ENERGY FUTURE: KKR Fights to Keep Some Stake as Bankruptcy Looms
ENERGY FUTURE: Reduced Earnings to Sap Credit Recovery Values
EURAMAX HOLDINGS: Scott Vansant Named SVP North America

EXIDE TECHNOLOGIES: Lease Decision Period Extended Until Jan. 6
EXIDE TECHNOLOGIES: Can Employ PwC as Tax Advisor
EXIDE TECHNOLOGIES: Calif. Lawmakers Blast Claims Deadline
FLETCHER GRANITE: Court Dismisses Chapter 11 Case
FLETCHER LEISURE: Obtains Interim Stay Under Chapter 15

FLETCHER LEISURE: Receiver Wants Ch. 15 Cases Jointly Administered
FRIENDFINDER NETWORKS: Amended Joint Plan Filed
FURNITURE BRANDS: Panel Hires BDO Consulting as Financial Advisor
FURNITURE BRANDS: Creditors' Panel Hires Blank Rome as Co-Counsel
FURNITURE BRANDS: Creditors' Panel Taps Hahn & Hessen as Counsel

GENERAL MOTORS: No GUC Trust Distributions for Sept. 30 Qtr.
GLOBALSTAR INC: TFC and Thermo Funding Invest $12.5 Million
GMX RESOURCES: Exclusive Plan Filing Period Extended to Dec. 12
GMX RESOURCES: Amended Plan Support Agreement Filed
GORDIAN MEDICAL: Committee Says Plan Provides Adequate Information

GORDIAN MEDICAL: Plan Confirmation Hearing Continued to Nov. 20
GREENSHIFT CORP: Board Appoints New Management
HAAS ENVIRONMENTAL: Panel Can Retain Lowenstein Sandler as Counsel
HELIX ENERGY: Moody's Withdraws B1 CFR & Ba2 Rating on Sec. Notes
HOWREY LLP: Law Firms, Ex-Partners to Return $2MM in New Deals

HOWREY LLP: Strikes Settlements With Ropes & Gray, Venable
HOUSTON REGIONAL: Houston Rockets Basketball Team Backs Sale
INT'L COMMERCIAL TV: Has IPO of 5 Million Common Shares
INT'L FOREIGN EXCHANGE: Seeks Ch.11 Amid Market 'Deterioration'
KIK CUSTOM: Moody's Affirms B3 CFR & Rates First Lien Term Loan B2

KIT DIGITAL: NY Court Won't Revive Investor Malpractice Suit
LEE'S FORD: Cash Access BB&T Cash Collateral Until Nov. 11
LEHMAN BROTHERS: Sues Giants Stadium for $94 Million on Swaps
LEHMAN BROTHERS: FHFA Wants $1.2BB Claim Handled Out of Bankruptcy
LIME ENERGY: John Hurvis Holds 25.1% Equity Stake at Oct. 10

LONE PINE: Granted Chapter 15 Protection
LONGVIEW POWER: Fights to Tap $59MM Credit Line
MANTARA INC: Files Ch.11; Sells Trading Software to Deutsche Bank
MF GLOBAL: Wants $2.5 Million Cut From Creditors' Fees
MONTREAL MAINE: Can Obtain $3-Mil. Financing From Camden National

MSD PERFORMANCE: Creditors' Panel Hires Blank Rome as Counsel
MSD PERFORMANCE: Taps Carl Marks as Financial Advisors
MSR HOTELS: Judge Wants Secured Lender Deal Reworked
MUSCLEPHARM CORP: Former GlaxoSmithKline Executive Named CMO
MUSCLEPHARM CORP: Brad Pyatt Reports 5.8% Equity Stake

MUSCLEPHARM CORP: Cory Gregory Held 3.4% Stake at March 26
N-VIRO INTERNATIONAL: Extends Maturity of Monroe Bank Facility
NATIONAL HOLDINGS: Completes Merger With Gilman Ciocia
NAVISTAR INTERNATIONAL: Updates Description of Capital Stock
NEXT 1 INTERACTIVE: Incurs $5.4 Million Net Loss in 2nd Quarter

NORCRAFT CO: Moody's Places 'B3' CFR Under Review For Upgrade
NORTH TEXAS BANCSHARES: DIP Request On Hold Amid Creditor Worries
OCEANSIDE MILE: Section 341(a) Meeting Set on November 18
ONCURE HOLDINGS: Wants Plan Filing Period Extended to Jan. 13
ONCURE HOLDINGS: Wants Lease Decision Period Extended to January 2

OPPENHEIMER PARTNERS: Warnicke Replaces Gordon Silver as Counsel
ORAGENICS INC: Files Copy of Investor Presentation With SEC
ORCHARD SUPPLY: Plan Proposes 2%-3% Recovery for Unsecured Claims
ORCHARD SUPPLY: Lease Decision Deadline Extended to Jan. 13
ORCHARD SUPPLY: BMC Group Retention to Include Admin. Services

OUI FINANCING: French Safeguard Bankruptcy Plan Enforceable in US
OVERLAND STORAGE: Extends Office Lease With Overtape to 2019
PACIFIC GOLD: Effects 1-for-120 Reverse Split of Common Stock
PAINTED DESERT: Voluntary Chapter 11 Case Summary
PANACHE BEVERAGE: Shareholders' Meeting Held on October 16

PARK SIDE: Bankr. Court Confirms Plan of Liquidation
PETER DEHAAN: Court Confirms Chapter 11 Plan
PLATINUM PROPERTIES: May Decide on CP VIII Lease by May 21
RADIOSHACK CORP: Fitch Sees No Sign of Turnaround at Firm
RESIDENTIAL CAPITAL: RMBS Insurer Wants Right to Go After Claims

RESIDENTIAL CAPITAL: Objections Filed to Chapter 11 Plan
REVSTONE INDUSTRIES: Judge Warns About Potential Trustee
REVSTONE INDUSTRIES: Creditor Wins Right to Probe U.S. Tool Unit
ROSELAND VILLAGE: 4th Amended Plan Gets Confirmed in Open Court
SAND TECHNOLOGY: Files Copy of Plan of Arrangement With SEC

SAVIENT PHARMACEUTICALS: Employs Cole Schotz as Conflicts Counsel
SAVIENT PHARMACEUTICALS: Hires Lazard Freres as Investment Banker
SAVIENT PHARMACEUTICALS: Employs GCG Inc. as Claims & Admin. Agent
SEQUENOM INC: Obtains "Markman Ruling" From Calif. District Court
SOUTHERN OAKS: Court Confirms 2nd Amended Plan of Reorganization

SPECIALTY PRODUCTS: PI Committee & FCR File 3rd Amended Plan
SPENDSMART PAYMENTS: Has $4.6MM Restated Net Loss in March 31 Qtr.
SPENDSMART PAYMENTS: Incurs $4.1-Mil. Net Loss in June 30 Quarter
SPRINGLEAF FINANCE: Nardone and Smith Resign From Board
STELLAR BIOTECHNOLOGIES: Incurs $1.2 Million Loss in 3rd Quarter

T3 MOTION: Securities Delisted From NYSE MKT
TC GLOBAL: Seeks $550,000 From Buyer for Post-Closing Costs
TECHPRECISION CORP: Marcum Replaces KPMG as Accountants
TGGT HOLDINGS: Moody's Assigns 'B2' CFR & Rates $550MM Loan 'B2'
TITAN ENERGY: Posts $303,400 Net Income in Third Quarter

TOWN SPORTS: S&P Assigns 'B+' Rating to $370MM Credit Agreement
TOWN SPORTS: Moody's Rates $370MM Secured Loan Facilities 'Ba3'
TOWN SPORTS: S&P Assigns 'B+' Rating to $370MM Credit Agreement
TRANS-LUX CORP: To Implement Reverse/Forward Stock Split
UNIVERSITY GENERAL: Files Form 10-K; Incurs $3.9MM Loss in 2012

VALLEJO, CA: Water-Bond Deal to Be First Since 2008 Bankruptcy
VICTORY ENERGY: Board Chairman Quits
VILLAGE AT KNAPP'S: Files List of Top Unsecured Creditors
VISTEON CORP: Retirees Can Keep Fighting for Benefits, Judge Says
WATERSTONE AT PANAMA: Must File Stipulation on Cash Use by Nov. 5

WINTDOTS DEVELOPMENT: Bankruptcy Court Dismisses Chapter 11 Case
WOUND MANAGEMENT: BMI Agrees to Provide $2-Mil. Additional Loan
XZERES CORP: Incurs $1.9 Million Net Loss in Second Quarter

* Fitch Says U.S. Banks' Revenue Challenges Clear in 3Q Results

* American Realty, Cole Real Estate to Combine in $11.2BB Deal
* Bank of America "Hustle" Trial Nears Close
* Blackstone Funding Largest U.S. Single-Family Rentals Company
* Ex-Jefferies Executive Loses Bid to Toss TARP Charges
* Fed Official Says Big Banks Should Hold Long-Term Debt

* Fed's Lacker Says Bankruptcy "Best" for Failing Banks
* Investors Seek $5.75BB From JPMorgan to Recoup MBS Losses
* Judge Rebuffs Constitutional Challenge to Consumer Bureau
* SEC Criticizes Management at Options Clearing Corp.

* 4th Cir. Says Ex-NASA Contractor Can't Stay Iran Embargo Case
* 6th Circuit Parses When FDCPA Claim Is Deemed to Arise
* Appeals Court Says Judge-Run Arbitration "Unconstitutional"
* Punitive Damages Are Nondischargeable, BAP Panel Rules

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525


                            *********


ALMA ENERGY: Botched Mediation Warrants Sanctions
-------------------------------------------------
Law360 reported that the liquidating trustee for bankrupt Alma
Energy LLC urged the Sixth Circuit on Oct. 21 to uphold sanctions
against two companies that allegedly breached coal purchase
agreements with Alma, accusing them of gross misconduct during
mediation.

According to the report, a $30,052 sanction against Kentucky-based
energy investors Banner Industries of N.E. Inc., Pikeville Energy
Group LLC and Pikeville principal Gary J. Richard should be upheld
for gross misconduct during mediation proceedings, Alma's Chapter
7 trustee Phaedra Spradlin told the appeals court.

The case is In re: Phaedra Spradlin, et al v. Gary Richard, et
al., Case No. 13-5629 (6th Cir.).

                         About Alma Energy

Alma Energy, LLC, owned rights to mine coal on two tracts of land
located in Pike County, Ky.  Out of cash, the Debtor suspended its
mining operation and sought chapter 11 protection (Bankr. E.D. Ky.
Case No. 07-70370) on August 13, 2007.  The mining operation was
restarted in 2008 with funding by Pikeville Energy Group, LLC, but
halted again during the chapter 11 proceeding.  On April 17, 2009,
the United States Trustee moved to dismiss the case or convert it
to a Chapter 7 liquidation proceeding.  On May 20, 2009, the
bankruptcy court entered an order converting the Debtor's case to
one under Chapter 7, and the U.S. Trustee appointed Phaedra
Spradlin as the Chapter 7 trustee.


AMERICAN AIRLINES: Unions Can't Undo Consolidation, 7th Cir. Says
-----------------------------------------------------------------
Law360 reported that the Seventh Circuit ruled on Oct. 18 that the
Transport Workers Union of America had the authority to merge five
local unions representing American Airlines Inc. mechanics,
rejecting the TWU locals' bid to unwind the consolidation.

According to the report, the three-judge panel affirmed a district
court finding the TWU was within its rights to consolidate the
five locals, rejecting their argument that the union's
interpretation of its constitution was patently unreasonable.

"TWU's actions fall wholly within the scope of the authority
granted to it," the appeals court ruled, the report cited.

                      About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: US Airways Defends Merger in Light of Profits
----------------------------------------------------------------
Jack Nicas, writing for Daily Bankruptcy Review, reported that on
the heels of strong results from its proposed merger partner AMR
Corp., US Airways Group Inc., posted a $216 million third-quarter
profit on Oct. 24.  But despite their successes, US Airways said
the airlines still need to merge to compete.

"As well as we're doing, we still have a company that is nowhere
near investment grade, nowhere near where other companies that
merge in other businesses are," US Airways Chief Executive Doug
Parker said to close an earnings call, the report related.  "Just
want to make sure everybody understands: What we're really talking
about here is merging a single-B credit with a bankrupt credit."

The report further related that the U.S. Justice Department is
suing to block the airlines' merger, saying it would hurt
competition, leading to less service and higher fares for fliers.
The Justice Department has said in court filings that the two
airlines' recent success proves they are fine on their own. The
two sides are scheduled to face off in court next month.

US Airways reported net income of $216 million, or $1.04 a share,
down from $245 million, or $1.24 a share, a year prior, the report
said.  The 12% drop in profit was largely because of merger-
related expenses and a $120 million income-tax liability, compared
with just $1 million a year prior, because of complex financial-
reporting rules related to income-tax waivers the company holds.

The company said it posted a record pretax profit, and its revenue
increased 9.1% year-over-year to a record $3.9 billion, the report
added.

                      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)


ANACOR PHARMACEUTICALS: Awarded $100 Million in Damages
-------------------------------------------------------
Anacor Pharmaceuticals said the arbitrator appointed to resolve
its dispute with Valeant Pharmaceuticals, Inc., successor in
interest to Dow Pharmaceutical Sciences, Inc., has issued an
Interim Final Award in favor of Anacor, awarding Anacor $100
million in damages as well as all costs of the arbitration and
reasonable attorney's fees.

The parties may apprise the arbitrator of any issues not resolved
in the Interim Final Award order within 10 days, and responses to
any such submission are due within 15 days of the date of the
Interim Final Award.  If no submissions are made, this Interim
Final Award will become final.

The Final Award will be submitted to the court of appropriate
jurisdiction for confirmation and enforcement.  The timeframe for
this legal process is subject to the court's time schedule;
however, Anacor currently expects confirmation of the award before
year-end 2013 at which point the judgment will become enforceable.
Valeant will likely have 60 to 100 days, but in no event more than
180 days, from the date of confirmation to appeal the decision to
confirm the award.  In order to reverse the Arbitrator's decision,
under California law the courts would have to determine the
occurrence of one of the events described under Section 1286.2(a)
of the California Code of Civil Procedure.

In addition to the claims related to this ruling, Anacor believes
it has additional claims against Valeant related to separate
contractual rights and intellectual property rights and is
evaluating options for pursuing those claims independently of this
decision.

                    About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds ?
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

As reported in the TCR on Mar 25, 2013, Ernst & Young LLP, in
Redwood City, California, in its report on the Company's financial
statements for the year ended Dec. 31, 2012, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing the Company's recurring losses from operations and its need
for additional capital.

The Company's balance sheet at June 30, 2013, showed
$56.97 million in total assets, $49.56 million in total
liabilities, $4.95 million of redeemable common stock, and
stockholders' equity of $2.46 million.


ANACOR PHARMACEUTICALS: Awarded $13.5MM to Discover Antibiotic
--------------------------------------------------------------
Anacor Pharmaceuticals has entered into a research agreement with
the United States Department of Defense, Defense Threat Reduction
Agency (DTRA) to design and discover new classes of systemic
antibiotics.  A drug discovery consortium formed by Anacor,
Colorado State University (C.S.U.) and the University of
California at Berkeley (U.C. Berkeley) will conduct the research
over a three and a half year period.  The work is funded by a
$13.5 million award from DTRA's R&D Innovation and Systems
Engineering Office which was established to search for and execute
strategic investments in innovative technologies for combating
weapons of mass destruction.

"Increasing resistance to existing antibiotics has created a
critical need for new classes of antibiotics.  We are pleased that
DTRA recognizes the potential of Anacor's innovative boron
chemistry, and we are looking forward to collaborating with DTRA,
C.S.U and U.C. Berkeley on this important research," said David
Perry, Anacor's chief executive officer.

Under this award, Anacor will apply its boron chemistry to
discover rationally designed novel antibiotics that target DTRA-
priority pathogens known to exhibit resistance to existing
antibiotics.  This work will be performed in collaboration with
Dr. Richard Slayden, Associate Director for the Center for
Environmental Medicine, Department of Microbiology, Immunology and
Pathology, Colorado State University and two University of
California Berkeley researchers, Dr. Jamie Cate, Professor of
Biochemistry, Biophysics and Structural Biology and of Chemistry,
and Dr. Jonas Noeske, all widely regarded as experts in the field.
The new classes of boron-containing antibiotics would be
considered for further development by DTRA as part of ongoing
programs to improve medical countermeasures against biological
threats.

                    About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds ?
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

As reported in the TCR on Mar 25, 2013, Ernst & Young LLP, in
Redwood City, California, in its report on the Company's financial
statements for the year ended Dec. 31, 2012, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing the Company's recurring losses from operations and its need
for additional capital.

The Company's balance sheet at June 30, 2013, showed
$56.97 million in total assets, $49.56 million in total
liabilities, $4.95 million of redeemable common stock, and
stockholders' equity of $2.46 million.


ANDERSON NEWS: Publishers in Price-Fixing Suit Seek Counterclaim
----------------------------------------------------------------
Law360 reported that magazine publishers Time Inc., Rodale Inc.
and others targeted in an antitrust suit by Anderson News LLC
moved on Oct. 17 to bring a counterclaim against the bankrupt
magazine wholesaler, alleging it was Anderson itself that
conspired to fix prices.

According to the report, Anderson's antitrust action in New York
federal court alleges that magazine publishers and distributors
colluded to reject a proposed 7-cent surcharge on magazines in a
bid to drive the wholesaler out of business, but Time and others
claim new evidence shows they were actually the target of a price-
fixing conspiracy.

                        About Anderson News

Anderson News LLC was a sales and marketing company for books and
magazines.  Anderson News ceased doing business in February 2009,
and was the subject of an involuntary Chapter 7 petition filed by
certain of its creditors (Bankr. D. Del. Case No. 09-10695) on
March 2, 2009.  The publishing companies claimed that Anderson
News owes them a combined $37.5 million.  An order for relief was
entered on Dec. 30, 2009, and the bankruptcy case was converted
from one under Chapter 7 to one under Chapter 11 on the same day.


APOLLO MEDICAL: Inks $2MM Credit Facility With NNA of Nevada
------------------------------------------------------------
Apollo Medical Holdings, Inc., entered into a $2 million secured
revolving credit facility with NNA of Nevada, Inc., as lender.

The Company and its subsidiaries are guarantors of the Company's
obligations under the Credit Agreement.  Loans drawn under the
Credit Agreement are secured by all of the assets of the Company
and its subsidiaries, including a security interest in the deposit
accounts of the Company and its subsidiaries and a pledge of the
shares in the Company's subsidiaries.

Amounts outstanding under the Credit Agreement accrue interest at
a rate equal to the sum of (i) LIBOR and (ii) six percent.
Interest is payable on the last business day of each successive
month, in arrears, commencing Oct. 31, 2013, and at each month-end
thereafter.  Loans under the Credit Agreement are repayable on or
before June 30, 2014.  The Company agreed to pay the Lender a
facility fee, on the last business day of each month, at a per
annum rate of 1.0 percent of the average daily unused portion of
the revolving commitments under the Credit Agreement.

On Oct. 16, 2013, borrowings by the Company under the Credit
Agreement were used to repay the Company's $500,000 senior secured
note, held by SPAGUS Apollo, LLC, and the Company borrowed an
additional $300,000 under the Credit Agreement for working
capital.  In addition, on Oct. 16, 2013, the Company paid the
Lender $20,000 as an upfront fee.

The Company is also involved in continuing discussions with the
Lender relating to longer term financing arrangements, but there
is currently no binding commitment regarding any such financing
arrangements and it remains uncertain as to whether any additional
transaction will be successfully concluded.

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

                        http://is.gd/7H17Za

                        About Apollo Medical

Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern qualification on the consolidated financial
statements for the fiscal year ended Jan. 31, 2013.  The
independent auditors noted that the Company had a loss from
operations of $2,078,487 for the year ended Jan. 31, 2013, and had
an accumulated deficit of $11,022,272 as of Jan. 31, 2013.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Apollo Medical reported a net loss of $8.90 million on $7.77
million of net revenues for the year ended Jan. 31, 2013, as
compared with a net loss of $720,346 on $5.11 million of net
revenues for the year ended Jan. 31, 2012.  The Company's balance
sheet at July 31, 2013, showed $3.13 million in total assets,
$4.40 million in total liabilities, and a $1.26 million total
stockholders' deficit.


ASCENSUS INC: Moody's Rates $200MM 1st Lien Term Loan 'B1'
----------------------------------------------------------
Moody's Investors Service assigned B1 ratings to Ascensus, Inc.'s
proposed $200 million first lien term loan and $15 million
revolver and a Caa1 rating to the $92 million second lien term
loan. The corporate family rating was affirmed at B2 while the
probability of default rating was raised to B2-PD from B3-PD to
reflect the dual class debt (as opposed to an all first lien debt
structure previously). The rating outlook is stable.

The proceeds from the new financing will be used to repay the
existing senior secured debt and to fund the acquisition of
Upromise, a program manager and record keeper of 529 college
savings plans, from SLM Corporation. The B2 ratings on the
existing first lien term loan and revolver will be withdrawn upon
closing.

Ratings Rationale:

With the acquisition of Upromise, which Moody's estimates will
provide about one-third of consolidated profits in 2014, Ascensus
diversifies its revenue stream into a similar processing market,
where scale and long-term contracts should provide a basis for
steady profits and cash flow. Ascensus will still have relatively
high revenue concentration with about half of its Plan Services
Group segment revenues (nearly 80% of standalone Ascensus
revenues) being derived from three financial institution partners
that refer business to the Ascensus platform.

With the Upromise acquisition, remaining integration of the
ExpertPlan acquisition (a provider of recordkeeping and
administrative services for very small plans; acquired in December
2012), and certain investment costs required to convert new
clients, free cash flow will likely remain modest through the end
of 2014. With Moody's estimate of about $20 million of free cash
flow for the next year, financial leverage will likely remain high
at about 5 times, although in line with other companies also rated
at the B2 level.

The stable outlook reflects Moody's expectation of organic growth
of mid single digits, operating margins in the low teens
percentage for 2014, and adjusted debt to EBITDA of about 5 times
by the end of 2014. Moody's also expects a smooth integration of
the ExpertPlan and Upromise acquisitions, with minimal synergies
from Upromise as it will be operated as a standalone entity.

The ratings could be upgraded if Ascensus achieves meaningful
organic revenue growth in the high single digits, free cash flow
to debt of 10%, and adjusted debt to EBITDA below 4 times on a
sustained basis with an expectation of disciplined financial
policies. Downward ratings pressure could arise if Moody's
anticipates debt to EBITDA could exceed 5.5 times, or financial
policies become more aggressive with additional debt funded
dividend payments or acquisitions.

The following ratings were assigned:

1st lien revolver -- B1 (LGD3 -- 34%)

1st lien Term Loan -- B1 (LGD3 -- 34%)

2nd lien Term Loan -- Caa1 (LGD5 -- 86%)

The following rating was affirmed:

Corporate Family Rating -- B2

The following rating was revised:

Probability of Default Rating -- B2-PD from B3-PD

The following ratings will be withdrawn upon close:

1st lien revolver -- B2 (LGD3 -- 35%)

1st lien Term Loan -- B2 (LGD3 -- 35%)

The rating outlook is stable.


ASCENSUS INC: S&P Assigns 'B+' Rating to $215MM Sr. Facilities
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
senior secured debt rating to Dresher, Pa.-based Ascensus Inc.'s
proposed $215 million first-lien senior credit facilities
(consisting of a $15 million revolving credit facility and
$200 million first lien term loan).  The recovery rating on the
first-lien credit facilities is '2', indicating S&P's expectation
of substantial recovery (70%-90%) in a default scenario.  S&P also
assigned a 'CCC+' issue-level rating to the company's proposed
$92 million second-lien term loan.  The recovery rating on the
second-lien term loan is '6', indicating S&P's expectation of
negligible recovery (0% to 10%) in a default scenario.

S&P expects the company to use proceeds from the proposed
transaction to fund its $123 million acquisition of Upromise
Investments Inc. and to refinance its existing $185 million senior
secured credit facilities.  S&P estimates that this proposed
transaction increases leverage to a pro forma level of about 5.8x
from about the low-5x area for the 12 months ending June 30, 2013.
S&P expects the integrations of ExpertPlan (acquired in December)
and Upromise to be smooth, and for adjusted leverage to decrease
towards the low- to mid-5x area over the next year, mainly through
required annual amortization and excess cash flow payment.

S&P's ratings on Ascensus reflect its view that the company's
financial risk profile continues to be "highly leveraged," based
on its aggressive financial policy and high adjusted pro forma
leverage above 5x.  S&P believes majority ownership by a financial
sponsor and board control will influence the company's financial
policy.  In addition, S&P continues to consider Ascensus' business
risk profile to be "vulnerable," supported by its participation in
the competitive outsourced retirement plan/savings and
administration services industry that could be susceptible to weak
economic conditions or changing regulations, and its limited
geographic diversity.  While the Upromise acquisition expands the
company into the 529 Plan industry and increases its scale, S&P
continues to view the company as a small player relative to
larger, more diversified competitors like Automatic Data
Processing Inc. (AAA/Stable/A-1+).

RATINGS LIST

Ascensus Inc.
Corporate credit rating                 B/Stable/--

New Ratings
Ascensus Inc.
Senior secured
  $200 mil. first-lien term loan         B+
   Recovery rating                       2
  $15 mil. first-lien revolver           B+
   Recovery rating                       2
  $92 mil. second-lien term loan         CCC+
   Recovery rating                       6


ASR CONSTRUCTORS: Another Meridian's Case Summary
-------------------------------------------------
Debtor: Another Meridian Company, LLC
        5230 Wilson Street
        Riverside, CA 92509

Case No.: 13-27529

Chapter 11 Petition Date: October 23, 2013

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Hon. Wayne E. Johnson

Debtor's Counsel: James C Bastian, Jr., Esq.
                  8105 Irvine Ctr Dr Ste 600
                  Irvine, CA 92618
                  Tel: 949-340-3400
                  Email: jbastian@shbllp.com

Total Assets: $2.66 million

Total Debts: $3.92 million

The petition was signed by Alan Regotti, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb13-27529.pdf

Pending Bankruptcy Cases Filed by Affiliate of this Debtor:

Chapter 11 Case of In re ASR Constructors, Inc.
United States Bankruptcy Court, Central District of California,
Riverside Division
Case No. 6:13-bk-25794-MH
Petition Date: September 20, 2013
Relationship to the Debtor: Common Owners
Judge: Honorable Mark Houle

Chapter 11 case of In re Inland Machinery, Inc.
Case is being filed concurrent herewith in the Central District of
California, Riverside Division
Case number and judge to be determined
Relationship to the Debtor: Common Owners


ASR CONSTRUCTORS: Inland Machinery's Case Summary
-------------------------------------------------
Debtor: Inland Machinery, Inc.
        5230 Wilson Street
        Riverside, CA 92509

Case No.: 13-27532

Chapter 11 Petition Date: October 23, 2013

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Hon. Deborah J. Saltzman

Debtor's Counsel: James C Bastian, Jr., Esq.
                  8105 Irvine Ctr Dr Ste 600
                  Irvine, CA 92618
                  Tel: 949-340-3400
                  Email: jbastian@shbllp.com

Total Assets: $2.38 million

Total Debts: $2.32 million

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb13-27532.pdf

Pending Bankruptcy Cases Filed by Affiliate of this Debtor:

Chapter 11 Case of In re ASR Constructors, Inc.
United States Bankruptcy Court, Central District of California,
Riverside Division
Case No. 6:13-bk-25794-MH
Petition Date: September 20, 2013
Relationship to the Debtor: Common Owners
Judge: Honorable Mark Houle


ASSURED PHARMACY: Has Exchange Offer for Debenture and Warrants
---------------------------------------------------------------
Assured Pharmacy, Inc., has commenced an offer to exchange
outstanding 16 Percent Senior Convertible Debentures and warrants
to purchase common stock issued under a private placement in 2011
through 2012 for either of the following options:

   Option #1: The issuance of restricted shares of common stock
   for the settlement of the balance of the Eligible Debenture,
   which will consist of principle plus the currently outstanding
   unpaid interest as of Sept. 30, 2013, at $0.60 per share with
   the issuance of new warrants to purchase common stock at an
   exercise price of $0.60 per share for the first 12 months
   following the closing date of the issuer tender offer and $0.75
   thereafter for the remainder of the New Warrant's term, with
   that term to be an extension of the term of the Eligible
   Warrant by an additional three years; or

   Option #2: The issuance of amended and restated debentures
   which include the principal balance plus all accrued and unpaid
   interest as of Sept. 30, 2013, of the Eligible Debentures with
   a reduction of the interest rate from 16 percent to 10 percent,
   the extension of the maturity date for an additional three
   years past the Eligible Debenture's maturity date, reduction of
   the conversion price to $0.75 per share, and execution of a
   subordination agreement pursuant to which the Company will make
   no further payments to the debt holders until such time as the
   redemption of certain Series D Preferred Stock has been made in
   full and the issuance of New Warrants, the expiration date of
   which will be three years past the expiration date set forth in
   the Eligible Warrants and a reduction of the conversion price
   to $0.75 per share.

"We believe that the exchange offer is mutually beneficial for the
holders of the Debenture(s) and Warrant(s) and Assured Pharmacy,"
said Robert DelVecchio, chief executive officer of the Company.
"We are making this Offer to settle the balances of the Eligible
Securities and to give the holders an opportunity to choose
whether they want to receive shares and warrants or a new
debenture and warrants for the exchange of their Eligible
Securities.  The exchange under the Offer provides an opportunity
for the Company to relieve some of the outstanding debt as we are
raising additional funds to finance operations."

A copy of the Schedule TO is available for free at:

                        http://is.gd/Vls4aI

                       About Assured Pharmacy

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.

Assured Pharmacy disclosed a net loss attributable to the Company
of $4 million on $14.14 million of sales for the year ended
Dec. 31, 2012, as compared with a net loss attributable to the
Company of $3.27 million on $16.44 million of sales in 2011.

BDO USA, LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at June 30, 2013, showed $1.12 million
in total assets, $10.02 million in total liabilities and a $8.90
million stockholders' deficit.

                         Bankruptcy Warning

"We are attempting to extend the maturity date of all outstanding
debt securities due in the years 2012 and 2013, but can provide no
assurance that the holders of such securities will agree to extend
the maturity date on these securities on acceptable terms.  We are
also discussing the possibility of these debt holders converting
the securities into equity.  If our debt holders choose not to
convert certain of these securities into equity, we will need to
repay such debt, or reach an agreement with the debt holders to
extend the terms thereof.  If we are forced to repay the debt,
this need for funds would have a material adverse impact on our
business operations, financial condition and prospects, would
threaten our ability to operate as a going concern and may force
us to seek bankruptcy protection," the Company said in the
quarterly report for the period ended June 30, 2013.


ATLANTIC COAST: Atlanta Fed Reserve OKs Dave Bhasin as Director
---------------------------------------------------------------
The Federal Reserve Bank of Atlanta notified Atlantic Coast
Financial Corporation that it did not have any objection to the
appointment of Mr. Dave Bhasin as a director of the Company.

Mr. Bhasin began his service as a director of the Company
effective Oct. 15, 2013.  Mr. Bhasin was elected to the board of
directors by stockholders at the Company's annual meeting on
Aug. 16, 2013.  As a result of the appointment, Mr. Forrest W.
Sweat, Jr.'s service on the board has ended.

                       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.


AURA SYSTEMS: Incurs $3.7 Million Net Loss in Second Quarter
------------------------------------------------------------
Aura Systems, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.73 million on $615,389 of net revenues for the three months
ended Aug. 31, 2013, as compared with a net loss of $3.34 million
on $303,904 of net revenues for the same period during the prior
year.

For the six months ended Aug. 31, 2013, the Company reported a net
loss of $6.71 million on $1.42 million of net revenues as compared
with a net loss of $6.42 million on $1.07 million of net revenues
for the same period a year ago.

The Company's balance sheet at Aug. 31, 2013, showed $3.04 million
in total assets, $27.30 million in total liabilities and a $24.25
million total stockholders' deficit.

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

                        http://is.gd/FAhreb

                         About Aura Systems

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sells the AuraGen(R), its patented mobile power generator that
uses a prime mover such as the engine of a vehicle to generate
power.

As reported in the TCR on June 18, 2013, Kabani & Company, Inc.,
in Los Angeles, California, issued a "going concern" qualification
on the consolidated financial statements for the year ended Feb.
28, 2013.  The independent auditors noted that the Company has
historically incurred substantial losses from operations, and the
Company may not have sufficient working capital or outside
financing available to meet its planned operating activities over
the next 12 months.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


BANCO PONTUAL: Files Ch. 15 to Locate & Capture Estate Assets
-------------------------------------------------------------
Valdor Faccio, as judicial administrator or trustee of Banco
Pontual S.A., filed a verified petition with the U.S. Bankruptcy
Court for the Southern District of Florida seeking recognition of
the bankruptcy action pending in the 1st Bankruptcy and Judicial
Reorganization Court of Sao Paulo, Brazil, as a "foreign main
proceeding" pursuant to Section 1517 of the U.S. Bankruptcy Code.

The Central Bank of Brazil is the largest creditor of Banco
Pontual, with credits totaling approximately US$300 million.  In
1999, the Central Bank of Brazil placed Banco Pontual into
extrajudicial liquidation.  In 2009, the Brazilian Court issued an
order converting the extrajudicial liquidation into a full, court-
supervised bankruptcy, and also appointed the trustee as judicial
administrator of Banco Pontual.  The conversion of the bank's
proceeding into a court-supervised insolvency proceeding was
because the bank's assets were not sufficient to pay at least 50%
of its unsecured debts, the Trustee says.

The insolvency proceeding remains pending and the Trustee says it
is overseeing efforts to identify, locate, and capture assets
belonging to the estate.  The estate of Banco Pontual, owned by
the Gomes de Carvalho family, has 134 creditors and debts of about
R$901 million (around US$450 million).  The total of the bank's
proven assets recovered by the Trustee, however, is R$270 million
(US$135 million).

The Trustee says it desires to proceed with an investigation into
the assets of the bank, including, for example, as to assets that
are in the U.S. or that were transferred through the U.S., as well
as transactions involving Banco Pontual with persons or entities
located in the U.S.  The Trustee adds that there are substantial
connections between the Southern District of Florida and suspected
misappropriated assets of the bank, including wire transfers from
a Bahamian bank owned by the beneficial owners of Banco Pontual
through the use of a security agreement scheme to Miami-based
branches of financial institutions such as Espirito Santo Bank of
Florida.  In addition, Banco Pontual's principals also conducted
business with Miami-based law firms, the Trustee further relates.

In support of his request for recognition, the Trustee asserts
that the Banco Pontual proceeding is a "foreign main proceeding"
as defined by Sections 101(23) and 1502(4) because it is (i)
pending in Brazil, which is Banco Pontual's "center of main
interests;" and (ii) a collective judicial proceeding under which
Banco Pontual's assets and affairs are subject to the supervision
of the Brazilian Court for the purpose of the bankruptcy.

The Trustee is represented by:

         Gregory S. Grossman, Esq.
         Edward H. Davis, Esq.
         ASTIGARRAGA DAVIS MULLINS & GROSSMAN P.A.
         701 Brickell Avenue, 16th Floor
         Miami, FL 33131
         Tel: (305) 372-8282
         Fax: (305) 372-8202
         Email: ggrossman@astidavis.com
                edavis@astidavis.com

The case is In re Banco Pontual SA, 13-bk-35298, U.S. Bankruptcy
Court, Southern District Florida (Miami).  Judge Laurel M Isicoff
oversees the case.  The Chapter 15 Debtor is represented by
Gregory S Grossman, Esq., in Miami, Florida.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although domestic banks are ineligible for any form
of bankruptcy in the U.S., a foreign bank can use Chapter 15 so
long as it doesn't have any operating U.S. branches.  Chapter 15
isn't a full-blown bankruptcy like Chapter 7 or Chapter 11.
Assuming the U.S. court determines that Brazilian proceedings have
procedures insuring procedural fairness, Brazil will be determined
to be the home of the foreign main proceeding.  The foreign-main
finding will invoke provisions in Chapter 15 allowing the U.S.
court to assist a foreign liquidator in recovering and protecting
assets in U.S.

Bloomberg also notes the liquidator so far recovered $270 million
in assets, according to a court filing.


BEHLING DAIRY: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Behling Dairy Management, Inc.
           aka Behling Dairy
        23440 Road O SW
        Mattawa, WA 99349

Case No.: 13-04206

Chapter 11 Petition Date: October 23, 2013

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Hon. Frank L Kurtz

Debtor's Counsel: James P Hurley, Esq.
                  HURLEY & LARA
                  411 N Second Street
                  Yakima, WA 98901
                  Tel: 509 248-4282
                  Fax: 509 575-5661
                  Email: jamesphurley@hotmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jeffrey Behling, president.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/waeb13-4206.pdf


BERNARD L. MADOFF: Trade Group Urges 2nd Cir. to Block Suits
------------------------------------------------------------
Law360 reported that the Securities Industry and Financial Markets
Association urged the Second Circuit on Oct. 18 to block suits
brought against former customers of Bernard Madoff by bankruptcy
trustee Irving Picard, arguing that a contrary ruling would
"destabilize the securities markets" and undermine Congress's
judgment.

According to the report, SIFMA's amicus brief comes a week after a
variety of former customers of Bernard Madoff Investment
Securities LLP pushed the Second Circuit to block the suits
brought by Picard, who seeks to recover payments made to them in
the six years before the implosion.

The appellate case is In Re Madoff Securities, Case No. 12-2557
(2d. Cir.).

                      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.


BERNARD L. MADOFF: Family Members Freed From $49MM UK Suit
----------------------------------------------------------
Law360 reported that a U.K. judge on Oct. 18 exonerated Austrian
banker Sonja Kohn, several members of Bernard Madoff's family and
others for their roles in the notorious Ponzi scheme, tossing an
"unfounded" $49 million lawsuit from the liquidators of Madoff's
British operations after a five-week hearing in London.

According to the report, Justice Andrew Popplewell said that Kohn,
who had a longtime association with Madoff through Bank Medici AG,
Madoff's son Andrew, his son Mark who killed himself in 2010 and
several directors of London-based Madoff Securities International
Ltd. weren't responsible for the multibillion-dollar scheme.

                      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.


BG MEDICINE: Gilde Europe Held 2.3% Equity Stake at Oct. 1
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Gilde Europe Food & Agribusiness Fund B.V.
and its affiliates disclosed that as of Oct. 1, 2013, they
beneficially owned 632,099 shares of common stock of BG Medicine,
Inc., representing 2.3 percent of the shares outstanding.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/qKm90A

                         About BG Medicine

Waltham, Mass.-based BG Medicine is a diagnostics company focused
on the development and commercialization of novel cardiovascular
diagnostic tests to address significant unmet medical needs,
improve patient outcomes and contain healthcare costs.  The
Company is currently commercializing two diagnostic tests, the
first of which is the BGM Galectin-3 test, a novel assay for
measuring galectin-3 levels in blood plasma or serum for use as an
aid in assessing the prognosis of patients diagnosed with heart
failure.  The Company's second diagnostic test is the CardioSCORE
test, which is designed to identify individuals at high risk for
near-term, significant cardiovascular events, such as heart attack
and stroke.

In its annual report for the period ended Dec. 31, 2012, the
Company said: "We expect to incur further losses in the
commercialization of our cardiovascular diagnostic test and the
operations of our business and have been dependent on funding our
operations through the issuance and sale of equity securities.
These circumstances may raise substantial doubt about our ability
to continue as a going concern."

BG Medicine reported a net loss of $23.8 million in 2012, compared
with a net loss of $17.6 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $18.32 million in total assets,
$14.32 million in total liabilities and $3.99 million in
stockholders' equity.


BURLINGTON STORES: S&P Assigns 'B' Corp. Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Burlington, N.J.-based parent
Burlington Stores Inc.  The outlook is stable.

In addition, S&P withdrew its 'B' corporate credit rating on
subsidiary Burlington Coat Factory Warehouse Corp.

"The ratings on Burlington Stores Inc. ("Burlington") reflect
Standard & Poor's Ratings assessment of its "vulnerable" business
risk profile and "highly leveraged" financial risk profile.  The
business risk profile incorporates our opinion of the company's
participation in the intensely competitive and highly fragmented
off-price apparel and home goods industry," said credit analyst
David Kuntz.  "In addition, the business risk profile reflects our
view of the company's small size, substantial seasonality, and
weak operating measures when compared with its larger peers, TJX
Cos. Inc. and Ross Stores Inc."

S&P's stable rating outlook reflects its forecast that merchandise
enhancements, improved operating efficiencies, and positive
operating leverage will result in performance gains over the next
year.  In S&P's view, moderate EBITDA growth coupled with further
debt repayment will result in a modestly better credit protection
profile over the next year.  However, S&P do expect credit
protection measures to remain commensurate with a highly leveraged
financial risk profile.

S&P could consider a negative action if consumer spending drops
because of weakness in the U.S. economy or merchandise missteps
hurt Burlington's performance and credit measures deteriorate.
Under this scenario, sales would be flat to slightly down and
margins would erode by more than 50 basis points (bps).  At that
time, leverage would be above 6.5x and interest coverage would be
below 2.0x.

Conversely, S&P could consider an upgrade if the company continues
to demonstrate stable performance gains and repays debt by a
moderate amount.  This could occur if sales growth is in the mid-
single digits, margins increase by more than 25 bps, and the
company repays debt by $250 million.  This could cause S&P to
revise its business risk profile assessment to weak from
vulnerable.  At that time, leverage would be below 5.0x and
interest coverage would approach the 3.0x area.


CAMCO FINANCIAL: Accounting Firm Quits Over Huntington Merger
-------------------------------------------------------------
BKD, LLP, the independent registered public accounting firm
engaged by Camco Financial Corporation, resigned on Oct. 11, 2013.
BKD stated that its resignation was due to the announcement of the
acquisition of the Company by Huntington Bancshares Incorporated.

The Company engaged BKD on Aug. 27, 2013, to be its independent
registered public accounting firm.  BKD had not yet provided any
report on the financial statements of the Company, and thus, has
not provided a report containing an adverse opinion or a
disclaimer of opinion, nor one that was qualified or modified as
to uncertainty, audit scope, or accounting principles.

Since the date the Company engaged BKD, there have been no
disagreements between the Company and BKD on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, and there have been no "reportable
events" as defined in Item 304(a)(1)(v) of Regulation S-K.

On Oct. 16, 2013, the Company engaged Plante & Moran PLLC to be
its new independent registered public accounting firm.  Plante had
previously served as the Company's independent registered public
accounting firm, including during the two fiscal years ended
Dec. 31, 2011, and 2012 and during the 2013 fiscal year until the
Company dismissed Plante on Aug. 27, 2013.

Following Plante's audits of the Company's consolidated financial
statements as of, and for the years ended, Dec. 31, 2010, 2011 and
2012, Plante provided the Company an opinion that the consolidated
financial statements present fairly, in all material respects, the
financial position of the Company as of Dec. 31, 2010, 2011 and
2012, and the results of its operations and its cash flows for
each of the fiscal years ended Dec. 31, 2010, 2011 and 2012 in
conformity with generally accepted accounting principles.

Following Plante's audits of the Company's consolidated statement
of net assets available for benefits of Camco Financial &
Subsidiaries Salary Savings Plan for the fiscal years ended
Dec. 31, 2010, 2011 and 2012, Plante provided the Company an
opinion that the Company's financial statements present fairly, in
all material respects, the net assets available for benefits of
the Plan as of Dec. 31, 2010, 2011 and 2012 and the changes in net
assets available for benefits for the years ended Dec. 31, 2010,
2011 and 2012 in conformity with GAAP.

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

                        http://is.gd/kp34LX

                       About Camco Financial

Cambridge, Ohio-based Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank.  On March 31, 2011, Camco divested
activities related to Camco Title Agency and decertified as a
financial holding company.  Camco remains a bank holding company
and continues to be regulated by the Federal Reserve Board.

Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the
Corporation's bank subsidiary is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory
agreement with the banking regulators, and that failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.

Camco's wholly-owned subsidiary Advantage Bank's Tier 1 capital
does not meet the requirements set forth in the 2012 Consent
Order.  As a result, the Corporation will need to increase capital
levels.

The Corporation reported net earnings of $4.2 million on net
interest income (before provision for loan losses) of
$23.9 million in 2012, compared with net earnings of $214,000 on
net interest income of $214,000 on net interest income (before
provision for loan losses) of $25.9 million in 2011.

As of June 30, 2013, the Company's balance sheet showed $756.77
million in total assets, $690.84 million in total liabilities and
$65.93 million in total stockholders' equity.


CAMMARERI BROS: "Moonstruck" Restaurant Files for Bankruptcy
------------------------------------------------------------
Adrianne Pasquarelli, writing for Crain's New York Business,
reported that Ronny Cammareri lost his hand and his bride . . .
and now his business is in trouble, too.  Cammareri Bakery, a
Brooklyn institution made famous in the 1987 hit movie Moonstruck,
starring Cher and Nicholas Cage, has filed for Chapter 11
bankruptcy protection.

According to the report, the company listed assets of $126,100 and
liabilities near $500,000. The entity owes money to fewer than 50
creditors, among them local baking supply company Aladin Bakers
and Empire Bakery Equipment.

Michael King, the Brooklyn-based attorney representing Cammareri,
declined to comment, the report said.

Jacqueline Juliano, listed as managing member of Cammareri, did
not return calls requesting comment, the report added.  Ms.
Juliano and her brother Joe are reportedly cousins of the
Cammareri family that founded the Sackett Street bakery in 1921.
In February, the Julianos opened Cammareri Brothers Caffe, a
coffee shop at 1 South Elliott Place in Fort Greene, Brooklyn,
replacing a beauty supply store. The shop, which was delayed in
opening due to complications from Sandy, caters to the younger
population moving into the hip neighborhood.

According to Cammareri Brothers' website, the company wholesales
its breads and pastries at restaurants such as Thalassa, the
Pierre Hotel in Manhattan and Bagel Boy in Bay Ridge, Brooklyn,
the report further related.


CAESARS ENTERTAINMENT: Drops Application Related to Casino Bid
--------------------------------------------------------------
Caesars Entertainment Corporation holds a minority ownership, and
has a management agreement related to operating a casino, with
Sterling Suffolk Racecourse, LLC, owner of Suffolk Downs
racecourse in East Boston, Massachusetts.  Sterling Suffolk
recently made a bid for a casino license at its facility.

On Oct. 18, 2013, the Company received a report issued to the
Massachusetts Gaming Commission from the Director of the
Investigations and Enforcement Bureau for the Massachusetts Gaming
Commission which raised certain issues for consideration when
evaluating the Company's suitability as a qualifier in
Massachusetts.  In particular, the director primarily cited the
Company's business relationship related to a license agreement for
branding of a hotel that was entered into in 2013.  In addition,
the report noted matters related to the CEO of Caesars Acquisition
Company, who has been an employee of a subsidiary of the
Registrant since 2009.  All matters raised by the director with
respect to the CEO of Caesars Acquisition Company relate to his
employment by public companies in the internet gaming industry
which occurred prior to his employment with the Registrant and are
part of the public domain.  The director also cited the Company's
financial condition as a factor, although the report does state
that the director believes that the Company currently demonstrates
the requisite financial stability for licensure in Massachusetts.

The recommendation of the director to the Massachusetts Gaming
Commission was that the Company has not met its burden by clear
and convincing evidence to establish its suitability.  Although
the Company strongly disagrees with the director's recommendation,
the Company has decided to withdraw its application as a qualifier
in Massachusetts for the benefit of Sterling Suffolk.

The Company notes that neither it nor its affiliates have been
found unsuitable by any licensing authority.  This matter related
to the finding of an investigation that was delivered to a
licensing authority, which has not made any findings.  In
addition, all but one of the issues raised by the Bureau, the
license agreement for branding of a hotel, relate to circumstances
that are at least several years old, and, to date, have not been
the subject of a finding of unsuitability.  Nonetheless, in light
of these recent events, the Company cannot assure that existing or
future jurisdictions would not raise similar questions with
respect to the Company's suitability, and the Company cannot
assure that those issues will not adversely affect it or its
financial condition.

                       Federal Investigation

In recent years, governmental authorities have been increasingly
focused on anti-money laundering policies and procedures, with a
particular focus on the gaming industry.  As an example, a major
gaming company recently settled a U.S. Attorney investigation into
its AML practices.  On Oct. 11, 2013, a subsidiary of the Company
received a letter from the Financial Crimes Enforcement Network of
the United States Department of the Treasury, stating that FinCEN
is investigating the Company's subsidiary, Desert Palace, Inc.,
for alleged violations of the Bank Secrecy Act to determine
whether it is appropriate to assess a civil penalty or take
additional enforcement action against Caesars Palace.
Additionally, the Company has been informed that a federal grand
jury investigation regarding these matters is on-going.  The
Company intends to cooperate fully with both the FinCEN and grand
jury investigations.  Based on proceedings to date, the Registrant
is currently unable to determine the probability of the outcome of
these matters or the range of reasonably possible loss, if any.

                   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: Auction Scheduled for Nov. 18
----------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that Capitol Bancorp Ltd. investors who fear the bank-holding
company's sale of its banks to Wilbur Ross's Talmer Bancorp will
leave them empty-handed want a bankruptcy judge to slow down the
deal so rival bidders can make an offer.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Capitol Bancorp got approval from the bankruptcy
court for auction procedures by which the first bid for non-
bankrupt bank units will come from Talmer Bancorp Inc.  According
to the report, competing offers are due Nov. 14, with the auction
on Nov. 18. A hearing to approve sale will take place on Nov. 19.

Assuming there are no better offers, Talmer will pay $4.5 million
in cash and pick up costs to cure breaches of contracts while
providing a $90 million capital injection for the acquired banks.
Talmer will also fund an escrow account with $2.5 million to pay
professional fees, taking back any unused portion.

Capitol must sell its remaining banks before they are taken over
by regulators.  In the space of a month this year, four of
Capitol's bank subsidiaries were taken over by the Federal Deposit
Insurance Corp.

Capitol had assets of $1.4 billion and debt totaling $1.55
billion, according to the disclosure statement accompanying the
holding company's reorganization plan. The bank subsidiaries'
assets were $1.28 billion.

On a consolidated basis, Capitol reported assets of $1.99 billion
and total liabilities of $2.12 billion as of June 30, 2012. By
itself, the holding company listed assets of $112.2 million and
liabilities of $195.6 million. The holding company reported a net
loss of $18.3 million for six months ended June 30, 2012, on total
interest income of $41.2 million.

                     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.


CENGAGE LEARNING: Committee Balks at Exclusivity Extension
----------------------------------------------------------
BankruptcyData reported that Cengage Learning's official committee
of unsecured creditors filed with the U.S. Bankruptcy Court a
limited objection and response to the Debtors' motion for entry of
an order extending the exclusive periods during which only the
Debtors may file a Chapter 11 plan and solicit acceptances
thereof.

The committee asserts, "The Debtors' requested extensions are
premature, inconsistent with section 1121 of the Bankruptcy Code,
the objectives of Mediation, and the expectations of the parties,
and they far exceed the relief necessary to amend the Plan in
accordance with any negotiated result. The Debtors must establish
cause through the presentation of evidence in order for their
exclusive periods to be extended. The Committee does not dispute
that cause exists to extend the Debtors' exclusive periods through
the conclusion of Mediation. Any request for an extension beyond
that time, however, is grossly premature and should only be
considered when the parties and the Court have the benefit of
knowing whether, and to what extent, Mediation has been successful
and of other developments that arise in the next approximately
ninety (90) days. The record is simply insufficient to establish
cause for any extension beyond the conclusion of Mediation at this
time. Moreover, while the Committee is cautiously optimistic that
a negotiated result can be achieved and is supportive of Mediation
based on cooperation, transparency and disclosure, an extension of
the Debtors' exclusivity beyond the conclusion of Mediation will
not advance Mediation or a negotiated resolution and may prove
detrimental to the process. Specifically, such an extension will
ensure that the First Lien Secured Parties and the Debtors have
little or no incentive to reconsider their negotiation positions
or compromise during Mediation because there will be no prospect
of a competing plan or alternative. In other words, the Debtors
and First Lien Secured Parties will have far less incentive to
compromise if they believe that the Court will be limited to
considering only their Plan to the exclusion of other competing
plans."

                      About Cengage Learning

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

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

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

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

The Debtors filed a Joint Plan of Reorganization and Disclosure
Statement dated Oct. 3, 2013, which provides that the Debtors took
extreme care to advance and protect the interest of unsecured
creditors -- including seeking to protect four primary sources of
potential recoveries for unsecured creditors and providint them
with appropriate time to conduct diligence, and discuss their
conclusions on, among other things, the value of those sources of
potential recoveries.


CENTRAL ENERGY PARTNERS: Settles With Razorback for $125,000
------------------------------------------------------------
Rio Vista Operating Partnership L.P., a wholly-owned subsidiary of
Central Energy Partners LP, and certain of its affiliates, and
Razorback LLC and certain of its affiliates executed a Compromise
Settlement Agreement and General Release effective as of Oct. 14,
2013.

Under the terms of the Settlement Agreement, not later than
60 days after the execution of the Settlement Agreement, RVOP will
pay the amount of $125,000 to Razorback in full satisfaction of
all claims asserted by Razorback or its affiliates against RVOP or
its affiliates as of the date of the Settlement Agreement or any
future claims that may be asserted by Razorback or any of the
Buyer Affiliates against RVOP or any of the Seller's Affiliates
other than the claim asserted against Razorback by Cardenas
Development Co.  Rio Vista remains responsible for any Losses
resulting from the Cardenas Claim in an amount not to exceed
$50,000.  In connection with the Settlement Agreement, each of the
parties released each other from any other future claims that may
arise as a result of the Purchase and Sale Agreement.

Razorback demanded for indemnification under the Purchase and Sale
Agreement dated Dec. 26, 2007, between RVOP and Razorback,

As reported in the Company's quarterly report on Form 10-Q for the
period June 30, 2013, RVOP had accrued a reserve of $283,000 for
potential future obligations in connection with the Purchase and
Sale Agreement.

                   About Central Energy Partners

Dallas, Tex.-based Central Energy Partners LP is a publicly-traded
Delaware limited partnership.  It currently provides liquid bulk
storage, trans-loading and transportation services for hazardous
chemicals and petroleum products through its wholly-owned
subsidiary, Regional Enterprises, Inc. ("Regional").

Central Energy Partners LP filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $1.03 million on $5.47 million of revenue for the year
ended Dec. 31, 2012, as compared with a net loss of $1.36 million
on $6.84 million of revenue during the prior year.

Montgomery Coscia, LLP, in Plano, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing insufficient cash flow to pay its
current obligations and contingencies as they become due.

The Company's balance sheet at March 31, 2013, showed $8.98
million in total assets, $9.58 million in total liabilities and a
$592,000 total partners' deficit.

                        Bankruptcy Warning

"If the Partnership does not have sufficient cash reserves, its
ability to pursue additional acquisition transactions will be
adversely impacted.  Furthermore, despite significant effort, the
Partnership has thus far been unsuccessful in completing an
acquisition transaction.  There can be no assurance that the
Partnership will be able to complete an accretive acquisition or
otherwise find additional sources of working capital.  If an
acquisition transaction cannot be completed or if additional funds
cannot be raised and cash flow is inadequate, the Partnership
and/or Regional would be required to seek other alternatives which
could include the sale of assets, closure of operations and/or
protection under the U.S. bankruptcy laws," according to the
Company's annual report for the year ended Dec. 31, 2012.


CLEAR CHANNEL: Declares $200 Million Special Cash Dividend
----------------------------------------------------------
In accordance with the terms of the Stipulation of Settlement,
dated July 8, 2013, among Clear Channel Outdoor Holdings, Inc., a
special litigation committee consisting of certain independent
directors of the Company, Clear Channel Communications, Inc., the
Company's indirect parent company, and the other parties thereto,
the Company announced:

   (i) that it notified CCU of its intent to make a demand for
       repayment on Nov. 8, 2013, of $200,000,000 outstanding
       under the Revolving Promissory Note, dated as of Nov. 10,
       2005, between CCU, as maker, and the Company, as payee; and

  (ii) that its board of directors declared a special cash
       dividend payable in cash on Nov. 8, 2013, to Class A and
       Class B stockholders of record at the closing of business
       on Nov. 5, 2013, in an aggregate amount equal to
       $200,000,000 (or approximately $0.56 per share, based on
       shares outstanding at the close of business on Sept. 30,
       2013), conditioned only on CCU satisfying the Demand.

As the indirect parent of Channel Outdoor, CCU will be entitled to
approximately 88 percent of the proceeds from the dividend through
its wholly-owned subsidiaries.  The remaining approximately 12
percent of the proceeds from the dividend, or approximately $24
million, will be paid to the public stockholders of the Company.
Following satisfaction of the Demand, the balance outstanding
under the Due from CCU Note will be reduced by $200,000,000.  As
of Sept. 30, 2013, the outstanding balance of the Due from CCU
Note was $944,628,469.

               About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

As of June 30, 2013, the Company had $15.29 billion in total
assets, $23.58 billion in total liabilities and a $8.28 billion
total shareholders' deficit.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


COMMUNITY HOME: Hires David Mullin as Special Counsel
-----------------------------------------------------
Community Home Financial Services, Inc. asks permission from the
U.S. Bankruptcy Court for the Southern District of Mississippi to
employ David Mullin of Mullin Hoard & Brown LLP, as special
counsel.

The Debtor will require Mr. Mullin to represent in adversary
proceedings and contested matters in the Debtor's bankruptcy
proceeding.

Mr. Mullin will be compensated at the rate of $325 per hour plus
costs with a retainer of $50,000.  The special counsel will also
be reimbursed for reasonable out-of-pocket expenses incurred.

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

The Court for the Southern District of Mississippi will hold a
hearing on the motion on Nov. 12, 2013, at 1:30 p.m.

The counsel can be reached at:

       David Mullin, Esq.
       MULLIN HOARD & BROWN, LLP
       P.O. Box 31656
       Amarillo, TX 79120-1656
       Tel: (806)372-5050
       E-mail: dmullin@mhba.com

                     About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

Derek A. Henderson, Esq., Jonathan Bisette, Esq., and Roy Liddell,
Esq., of Wells, Marble & Hurst, PLLC, serve as counsel to the
Debtor.

The Court approved the Disclosure Statement for the Plan of
Reorganization dated Jan. 29, 2013.  Pursuant to the Plan, the
Home Improvement loan portfolios are calculated with formulas to
allow for obtaining new home improvement loans while allowing for
the declining amortization of the current Home Improvement loan
portfolios, he discloses.  The Joint Venture incomes are based
upon a 25% share of three of the pools and 50 percent of four of
the pools.  The projections do not include the additional funds
the Debtor should recover from the "Debt X" transactions being
litigated in pending adversary proceedings.


CROWN CASTLE: Moody's Affirms 'Ba2' CFR & 'Ba2-PD' Debt Ratings
---------------------------------------------------------------
Moody's Investors Service has affirmed Crown Castle International
Corp.'s Ba2 Corporate Family Rating (CFR), Ba2-PD Probability of
Default Rating (PDR), the existing debt instrument ratings and the
SGL-2 Speculative Grade Liquidity Rating following the
announcement that the company has raised net proceeds totaling
approximately $3.4 billion from the public offering of common and
preferred shares to help finance the $4.85 billion AT&T cell tower
purchase.

If the 15% overallotment option is exercised, this would result in
total net proceeds of roughly $3.9 billion. With the sizable use
of equity to fund the acquisition, it is Moody's opinion that
Crown Castle is adopting a less aggressive M&A financing strategy,
which is a credit positive and reflected in the affirmation. As a
result of the substantial equity raise, Moody's expects Crown
Castle to fund the remaining purchase price with balance sheet
cash ($219 million of unrestricted cash was available as of
9/30/13) and a drawdown of roughly $800 million under its $1.5
billion revolving credit facility ($1.3 billion available). The
incremental debt is modest enough to preserve the rating and
maintain the stable outlook.

Crown Castle's leverage as of September 30, 2013 is estimated at
7.7x total debt to EBITDA on a Moody's adjusted basis. This is
outside of Moody's 6.25x -- 7.5x range for Ba2 rated tower firms
due to last year's debt-funded T-Mobile acquisition. Moody's
anticipated Crown Castle's leverage would return to the high-end
of the Ba2 range (6.7x to 7.3x) by the end of FY13. However, as a
result of the additional debt to fund the AT&T asset purchase
(which also increases Moody's operating lease adjustment), Moody's
now estimates Crown Castle will achieve 7.5x leverage (or less) by
mid-2014, which is within Moody's rating horizon. The pace of
leverage contraction is supported by Moody's expectation the
company will prioritize free cash flow (estimated to be around
$600 million in FY14) towards repayment of revolver borrowings and
experience profitable EBITDA growth driven by rising demand from
wireless carriers. Notwithstanding Moody's projected deleveraging,
cash generation relative to debt will likely remain near the Ba2
downgrade triggers until Crown Castle is able to add more wireless
carriers on the AT&T tower sites.

Ratings Affirmed:

Issuer: Crown Castle International Corp.

  Corporate Family Rating -- Ba2

  Probability of Default Rating -- Ba2-PD

  Speculative Grade Liquidity Rating -- SGL-2

  $500 Million 7.125% Senior Unsecured Notes due 2019 -- B1
  (LGD-6, 91%)

  $1.65 Billion 5.25% Senior Unsecured Notes due 2023 -- B1
  (LGD-6, 91%)

Issuer: Crown Castle Operating Company

  $4.3 Billion ($3.09 Billion Outstanding) Senior Secured Credit
  Facilities with various maturities -- Ba2 (LGD-4, 60%)

Issuer: CC Holdings GS V LLC

  $500 Million 2.381% Senior Secured Notes due 2017 -- Baa3 (LGD-
  2, 23%)

  $1.0 Billion 3.849% Senior Secured Notes due 2023 -- Baa3 (LGD-
  2, 23%)

Ratings Rationale:

Crown Castle's Ba2 CFR reflects the company's position as the
leading independent wireless tower operator in the US with a
strong operational profile and the ability to generate significant
free cash flow despite the recent resumption of share purchase
activity and initiation of a new dividend beginning in the first
quarter of 2014. The Ba2 CFR also reflects the significant
proportion of revenue that Crown Castle derives under contractual
agreements with the largest US wireless operators. The company has
extended and renewed leases with the four major wireless carriers,
improving the weighted average remaining term to eight years as of
September 2013, representing $19 billion of committed contracted
payments. This affords visibility and stability in the company's
revenue stream. Moody's expects the carriers will continue to
improve the coverage and capacity of their networks by adding
additional communications equipment to Crown Castle's wireless
infrastructure. Moody's views the proposed AT&T acquisition as a
strategic investment that increases Crown Castle's US
communications sites by 33% and strengthens its presence in
attractive urban locations at a time when the carriers are
planning to increase density in big cities. Moody's believes tower
industry fundamentals and growth trends remain favorable over the
next several years owing to continued strong demand for wireless
and data services, the acceleration in mobile traffic and
continued build out of carriers' LTE networks. This has allowed
the tower business model to manage with moderately more financial
leverage than traditional telecommunications companies.

At the same time, Crown Castle's Ba2 CFR is constrained by the
significant increase in debt levels since 2011 to finance a string
of acquisitions which include: (i) the November 2012 $2.5 billion
T-Mobile acquisition; (ii) the April 2012 $1 billion NextG
acquisition; and (iii) the January 2012 $551 million WCP
acquisition (includes $336.3 million of assumed debt). Despite the
modest incremental debt to fund the AT&T cell tower purchase, the
operating lease adjustment (incorporated in Moody's adjusted total
debt) associated with the large number of ground leases in the
AT&T portfolio will cause Moody's adjusted debt to increase
significantly. Moody's notes that Moody's pro forma adjusted total
debt will also include the present value of contingent purchase
obligations associated with Crown Castle's option to purchase
certain tower portfolios in the future, including the proposed
AT&T portfolio. As an offset to the higher debt, Moody's adds the
incremental LTM EBITDA associated with the AT&T assets in Moody's
pro forma cash flow and leverage metrics.

The Ba2 rating also incorporates the company's significant
customer concentration, as the top four wireless carriers will
account for around 84% of Crown Castle's pro forma revenue up from
72% at year end 2012. In addition, because the proposed AT&T
acquisition will have a lower average tenancy ratio of 1.7 tenants
per tower, compared to Crown Castle's existing communications
sites (which average roughly 3 tenants per tower for sites
operated more than 5 years), the company's EBITDA margins will
likely be pressured over the near-term. The rating embeds the
company's exposure to technology network shifts (e.g., Sprint's
recent decommissioning of the iDen network), the risk of lower
lease demand as a result of substitute technologies, the
possibility of further carrier consolidation in the US and the
capital intensive nature of the company's ongoing small cell
build-outs. These risks are offset in the near-term by the firm
contracts that Crown Castle has with the largest wireless carriers
and by increasing revenue from the current upgrade cycle and MLA
amendment fees as carriers install new cell site equipment and
augment existing equipment associated with the expansion of fourth
generation (4G) LTE wireless networks across their markets.

Rating Outlook:

The rating outlook is stable, reflecting Crown Castle's solid
operating performance, visible revenue growth via a significant
backlog of contractual rents and increasing wireless carrier
demand. The stable outlook also reflects Moody's expectations of
continued EBITDA and cash flow expansion that will support
improvement in the company's credit profile and leverage metrics
over the rating horizon.

What Could Change the Rating Down:

The ratings may face downward pressure if weakening industry
fundamentals, a return to more aggressive financial policies
(e.g., return of capital to shareholders via share repurchases) or
lower-than-expected cash flow growth result in the following
Moody's adjusted key credit metrics on a sustained basis: total
debt to EBITDA expected to be sustained above 7.5x, (EBITDA-
Capex)/Interest trending under 1.5x and free cash flow to adjusted
total debt in the low single digits.

What Could Change the Rating Up:

Moody's expects the company's de-leveraging trend to continue, and
further upward ratings migration would be dependent upon Crown
Castle allocating a significant portion of free cash flow
generation towards absolute debt reduction. Quantitatively,
upwards rating pressure may develop if Crown Castle manages its
capital structure to the following Moody's adjusted key credit
metrics on a sustained basis: total debt to EBITDA trending
towards 6x, (EBITDA-Capex)/Interest exceeding 2x and free cash
flow to adjusted total debt in the high single digits.


DEALER COMPUTER: Moody's Raises CFR & Default Rating to 'Ba3'
-------------------------------------------------------------
Moody's Investors Service upgraded Dealer Computer Services, Inc.
(dba Reynolds & Reynolds Company -- "Reynolds") corporate family
rating to Ba3 from B3, and upgraded the probability of default
rating to Ba3-PD from B3-PD. The rating action concludes the
review commenced on September 9, 2013, following the news that the
company will not pursue a broad recapitalization of the company's
balance sheet, which was to include a sale of over 20% ownership
in the company to Centre College and a capital payout to
shareholders, which would have increased debt by $3.4 billion. As
part of the rating action, Moody's downgraded the company's senior
secured term loan rating at Ba3 (LGD3-44%). The rating outlook is
stable.

Rating actions:

Corporate Family Rating upgraded to Ba3 from B3

Probability of Default upgraded to Ba3-PD from B3-PD

Senior Secured Term Loan Rating downgraded to Ba3 (LGD3-44%) from
Ba2 (LGD3-31%)

Outlook is stable

Rating Rationale:

Although Reynolds' credit profile is expected to be strong,
Moody's believes that the cancellation of the substantial debt
recapitalization is likely a temporary event, and that Reynolds'
controlling shareholder the Brockman trust (Spanish Steps) is
likely pursue another capital event in the future. Moody's expects
the company to continue generating strong free cash flow, as the
importance of its primary automotive services and dealership
management systems (DMS) to auto dealerships' daily operations
provide a high degree of cash flow stability. Strong customer
loyalty produces revenue predictability, while the company's
software and systems maintenance fee-driven business model
generates high adjusted operating margins in the 42% to 44% range.
Coupled with low capital expenditures, Reynolds' operating model
results in high rates of conversion of EBITDA to free cash flow,
which Moody's expects will be used to pay down debt. However, as
the company is predominantly owned and controlled by a single
shareholder, event risk remains elevated.

Moody's expects Reynolds to have very good liquidity over the next
twelve months, in large part due to expected free cash flow
generation in the $350-365 million range. Moody's expects the
company to maintain at least $100 million of cash and generate
strong free cash flow. The company does not have any external
revolving credit facilities.

The assigned Ba3-LGD3 44% ratings of the first lien senior secured
credit facilities reflect both the overall probability of default
of the company to which Moody's assigns a Probability of Default
Rating of Ba3-PD and an average recovery indicated by its senior
secured debt capital structure. The rating reflects the first
priority lien on all property and assets. Further, the term loans
benefit from upstream guarantees of the borrower's present and
future direct and indirect domestic subsidiaries.

The stable rating outlook reflects the company's leading
dealership management systems market share, the good revenue
visibility and recurring nature of its software maintenance
business and the importance of automotive services and DMS to the
day-to-day operations of the automotive dealership industry.

Given the high event risk associated with a likely capital event
in the future, upward rating momentum is limited. The company's
financial metrics are very strong for its rating category, and an
upgrade would be considered if Moody's gains greater comfort that
future leveraging events are unlikely.

Ratings could be lowered if customer and/or market share losses or
interest rate swings result in meaningful revenue contraction,
margin erosion, or lower free cash flow on a sustained basis.
Total adjusted debt to EBITDA above 3.0x could also result in
downward rating pressure.

The Reynolds and Reynolds Company, headquartered in Dayton, Ohio,
is an automotive dealership computer services and forms management
company.


DETROIT, MI: Retirees Committee Hires Dentons as Counsel
--------------------------------------------------------
BankruptcyData reported that the City of Detroit's official
committee of retirees filed with the U.S. Bankruptcy Court an
application to employ Dentons (Contact: Carole Neville, Esq.) as
counsel at the following hourly rates: partner and counsel at $455
to 1070, associate 230 to 520 and legal assistant, law clerks and
paraprofessionals at 200 to 775.

The motion explains, "Dentons is uniquely qualified to represent
the Retiree Committee. The firm has the expertise to address the
issues facing the Committee, including (i) a strong, well known
restructuring group; (ii) an experienced pension and benefits
group, (iii) financing and capital markets practices with
understanding of municipal bonds, swaps and other financing
mechanisms, (iv) an incentive development group that has been
involved in the redevelopment of several American cities and (iv)
public policy and attorney general practitioners who understand
the workings of governments. The restructuring group may draw upon
the support of the firm's litigation, tax, labor and employment,
real estate, and corporate groups as needed as well."

                    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: Trial to Prove Ch.9 Eligibility Begins
---------------------------------------------------
Matthew Dolan, writing for Daily Bankruptcy Review, reported that
before the city of Detroit gets a chance to restructure its
finances in federal bankruptcy court, it needs to prove it belongs
there.

According to the report, a trial over Detroit's eligibility for
bankruptcy protection kicked off Oct. 23, with U.S. Bankruptcy
Judge Steven Rhodes set to hear a host of objections to Detroit's
filing. Representatives of unions, pension funds and retired city
workers plan to challenge the city's assertion that it is
insolvent, despite an estimated $18 billion of long-term
liabilities.

The parties are also expected to provide evidence and witnesses in
an effort to show that the city violated a state constitutional
protection for Michigan's public pensions, the report related.
Finally, lawyers will attack the state's emergency-manager law,
which paved the way for the city's bankruptcy filing.

Judge Rhodes is likely to decide on these issues by the end of the
year, the report said.  His ruling will determine whether the
bankruptcy can proceed.

A review of recent bankruptcy cases indicates that Detroit is more
than likely to qualify despite the protests, experts say, the
report further related.

                     Trial From Oct. 23 to 29

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the trial began Oct. 23 and would continue until
Oct. 29.  According to the Bloomberg report, the city will present
five witnesses. On Oct. 23, a financial analyst described how the
city was forced to scrounge for money and default on paying debts
to have sufficient cash for payroll. Without bankruptcy, he
testified that the city would run up a $3.9 billion deficit over
10 years, mostly in covering pension and health benefits for
retired workers.

City workers and their unions believe Detroit didn't file
bankruptcy in good faith and thus is ineligible for bankruptcy
protection.

The bankruptcy judge already held hearings on issues regarding
Detroit's eligibility for bankruptcy where there are no disputed
facts.

                   Michigan Governor to Testify

Matthew Dolan, writing for Daily Bankruptcy Review, reported that
the governor of Michigan agreed on Oct. 23 to take the stand at a
trial to determine whether the city of Detroit is entitled to
bankruptcy protection.  According to the report, Republican Gov.
Rick Snyder's testimony comes as lawyers for the city battle with
attorneys for unions, pension funds and retired city employees
over the legitimacy of Detroit's July 18 filing for bankruptcy
protection. The municipal bankruptcy case, with an estimated $18
billion in long-term debt, is the largest in the nation.

                    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: Protecting Pensions May Violate Bankruptcy Code
------------------------------------------------------------
Joseph Lichterman, writing for Reuters, reported that the federal
judge overseeing Detroit's bankruptcy filing called the city's
pension funds "unsecured creditors" and stated that any special
protections for them would violate federal bankruptcy law.

According to the report, the statement by U.S. Bankruptcy Judge
Steven Rhodes, in an exchange with an attorney representing
Detroit's two pension funds, came in the closing session of a
three-day hearing examining legal issues in the bankruptcy case.

The judge was slated to hold a trial, starting Oct. 23, to
determine if Detroit is eligible for protection under Chapter 9 of
the U.S. Bankruptcy Code while it tries to restructure $18.5
billion in debt and other liabilities including pension funds the
city says are underfunded by $3.5 billion. The city filed the
largest municipal bankruptcy in U.S. history on July 18.

Robert Gordon, the pension funds' attorney, argued that the city
should not be eligible for bankruptcy protection because
Michigan's constitution protects pensions from impairment and the
city did stipulate in its filing that pensions could not be cut,
the report related.

Judge Rhodes said the U.S. Bankruptcy Code would not afford
special protection to pensions because, "It gives a priority to
one unsecured creditor over all the others.  Or one group of
unsecured creditors, over all the others," the report further
related.

                    About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Unions Say City Can't Show It's Insolvent
------------------------------------------------------
Law360 reported that two of the unions representing Detroit's
public-sector retirees told a U.S. bankruptcy judge on Oct. 17
that the city has failed to prove it is insolvent, making it
ineligible for Chapter 9 bankruptcy protection.

According to the report, that assertion is one of many in the
unions' pretrial brief regarding the upcoming fight over whether
Detroit should be permitted to pursue a municipal bankruptcy. The
unions are the Michigan Council 25 of the American Federation of
State, County & Municipal Employees, AFL-CIO, and Sub-Chapter 98,
City of 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: Needs to Hand Over Jones Day Docs, Union Says
----------------------------------------------------------
Law360 reported that The International Union, United Auto Workers
asked a Michigan federal bankruptcy judge on Oct. 18 to compel the
city of Detroit to produce communications between the city and
lawyers at Jones Day made before the city filed for bankruptcy.

The union wants to prevent the city from invoking attorney-client
privileges on certain communications between the city and Jones
Day that were made before the city retained the firm as bankruptcy
counsel, according to court documents, the report related.

                    About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DEWEY & LEBOEUF: Internet Domain Name to Be Auctioned
-----------------------------------------------------
Law360 reported that Dewey & LeBoeuf LLP's bankruptcy trustee is
putting the old Internet domain name, dl.com, up for auction this
month.  The starting bid is $200,000.

According to the report, the company in charge of the sale,
Massachusetts-based Hilco Streambank, put the domain name up for
auction with a "premium" starting price on October 8. The auction,
first reported by legal blog Above the Law, ends October 31.
There were no bidders as of Oct. 18 afternoon.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


EDISON MISSION: Ad Hoc Committee Supports NRG Deal
--------------------------------------------------
BankruptcyData reported that Edison Mission Energy's ad hoc
committee of senior noteholders filed with the U.S. Bankruptcy
Court a statement reflecting its support of the Debtors' motion to
approve (i) entry into a plan support agreement, (ii) sponsor
protections and (iii) related relief.

The noteholders state, "By the Motion, the Debtors request that
the Court enter an order (i) authorizing the Debtors to enter
into, and perform under, the Plan Sponsor Agreement, and (ii)
approving certain Sponsor Protections. The Plan Sponsor Agreement
secures the commitment of NRG Energy, Inc. ('NRG') to effectuate a
$2.635 billion plan sale transaction (the 'Transaction' pursuant
to which NRG is to acquire substantially all of EME's assets and
equity interests in both its Debtor and non-Debtor subsidiaries in
accordance with the terms of the Purchase Agreement. The largest
holders of the EME Notes, who have been members of the Senior
Noteholder Committee from the early days of these cases, are
parties to the Plan Sponsor Agreement (such holders, the
'Supporting Noteholders').  The Supporting Noteholders, and the
Senior Noteholder Committee more generally, support the relief
requested in the Motion.  The execution of the Plan Sponsor
Agreement and Purchase Agreement marks the culmination of a
cooperative effort among the Supporting Noteholders, the official
committee of unsecured creditors (the 'UCC') and the Debtors. The
Supporting Noteholders, the Debtors and the UCC shared an interest
in (i) achieving a sale transaction that provided consideration
superior to other alternatives, (ii) ensuring that any sale
transaction had minimal execution risk, (iii) structuring the sale
consideration so as to minimize the disputes among the Debtors'
estates and their respective creditors (and in the case of the
Supporting Noteholders, minimizing threatened claims dilution at
EME), and (iv) preserving for the Debtors' estates and their
creditors the substantial value of the claims and causes of action
against EIX.  The Transaction contemplated by the Plan Sponsor
Agreement and the Purchase Agreement will deliver value to the
Debtors' estates through the achievement of every single one of
these goals."

A copy of the Plan Sponsor Agreement and Asset Purchase Agreement
is available at http://is.gd/rxmwl6

                       About Edison Mission

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

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

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

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

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

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

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

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

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

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


ELBIT IMAGING: Unsecured Creditors Accept Plan of Arrangement
-------------------------------------------------------------
At meetings of Elbit Imaging Ltd.'s unsecured financial creditors
that took place Oct. 14 and 18, 2013, the proposed restructuring
of the Company's unsecured financial debt pursuant to the adjusted
plan of arrangement was approved by creditors representing
approximately 97 percent of unsecured financial debt. The Company
intends to submit to the Court a motion to approve the Arrangement
in the coming days.

The Arrangement remains subject to the approval of the Tel Aviv
District Court and other conditions.  A copy of the Updated Plan
of Arrangement filed with the Court in September is available at
http://is.gd/Is1jeQ

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

As of June 30, 2013, the Company had NIS5.80 billion in total
assets, NIS5.19 billion in total liabilities and NIS613.57 million
in shareholders' equity.

Since February 2013, Elbit has intensively endeavoured to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets. In light of the arrangement proceedings, and according
to the demands of most of the bondholders, as well as an agreement
that was signed on March 19, 2013, between Elbit and the Trustees
of six out of eight series of bonds, Elbit is prohibited, inter
alia, from paying off its debts to the financial creditors -- and
as a result a petition to liquidate Elbit was filed, and Bank
Hapoalim has declared its debts immediately payable, threatening
to realize pledges that were given to the Bank on material assets
of the Company -- and Elbit undertook not to sell material assets
of the Company and not to perform any transaction that is not
during its ordinary course of business without giving an advance
notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and Mr.
Zisser have also notified the Company that they utterly reject the
Bank's claims and intend to appeal the Court's ruling.


ELCOM HOTEL: Files Liquidating Plan; Assets to Be Sold at Auction
-----------------------------------------------------------------
Elcom Hotel & Spa, LLC, and Elcom Condominium, LLC, filed with the
U.S. Bankruptcy Court for the Southern District of Florida on
Oct. 17, 2013, a disclosure statement in connection with their
Joint Plan of Liquidation.

The Plan provides for the monetization and distribution of the
assets of the Debtors for the benefit of holders of Allowed
Claims.  The assets will be distributed to holders of Allowed
Claims on or after the Effective Date of the Plan.  In order to
effectuate the Distributions, the Plan provides that all of the
assets of the Debtors' Estates (including Causes of Action not
expressly released under the Plan) will vest in the Trust
established pursuant to the Trust Agreement.  The Trust will
continue in operation to monetize the remaining assets, continue
litigation, and potentially pursue litigation against other
parties, and make Distributions under the Plan.  The Plan
Administrator will be appointed on the Effective Date of the Plan
and will be responsible for implementing the Plan.

The Debtors believe that the Plan maximizes recoveries for holders
of Allowed Claims.

                            Sale Motion

Shortly after the filing of the Disclosure Statement, the Debtors
intend to file a Motion for Entry of Order (I) Approving
Competitive Bidding Procedures, (II) Approving Form and Manner of
Notices, (III) Approving Form of Purchase and Sale Agreement, (IV)
Scheduling Dates to Conduct Auction and Hearing to Consider Final
Approval of Sale, Including Treatment of Executory Contracts and
Unexpired Leases, (V) Authorizing Sale of Substantially All of
Debtors' Assets Pursuant to 11 U.S.C. Section 363, and
(VI) Granting Related Relief.  The Debtors are finalizing a
Purchase and Sale Agreement with the proposed stalking horse
bidder.  The Purchase Agreement with the Potential Purchaser seeks
to sell substantially all of the Debtors' Assets.

The Debtors anticipate funding the Plan with the proceeds from the
Sale, which the Debtors anticipate closing on or before Dec. 31,
2013.

               Interim OK of $500,000 DIP Financing

The Hon. Judge Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida on Oct. 9, 2013, granted Elcom Hotel
and Elcom Condominium interim permission to obtain postpetition
financing in the principal amount of not more than $500,000 on a
superpriority administrative expense basis from OBH Funding, LLC.

The indebtedness will all mature on the Maturity Date, defined as
the earlier of (i) an Event of Default; (ii) upon the effective
date of the confirmation of a Chapter 11 plan of reorganization
even if the plan does not call for a sale of any of the Debtors'
assets; or (iii) a sale of the Debtors' assets outside a Chapter
11 plan.  In the event that the Debtors sell any of their assets
during their Chapter 11 cases, the Lender may file a motion with
the Court seeking authorization to obtain repayment from the
Debtors for a portion of the, or the entire, remaining balance due
under the DIP Loan.

As reported in the TCR on Oct. 14, 2013, the Debtors sought
authorization to obtain a $1,000,000 postpetition loan from OBH
Funding, LLC, as a superpriority administrative expense claim.

According to the Debtor, during the pendency of the Chapter 11
cases, the Debtors funded postpetition operations through revenues
from the property, a capital contribution from F9 Properties, LLC
in the amount of $676,190, and debtor-in-possession financing from
OBH in the amount of $1,200,000 approved by the Court on June 5,
2013.

The significant aspects of the DIP Loan Agreement are:

   a. OBH will provide the Debtors with up to $1,000,000 in
unsecured financing to be used in accordance with budgets approved
by OBH.  The budgets will not be filed with the Court, but will be
available for inspection by the Associations upon request.

   b. The outstanding balance of the DIP Loan will incur interest
at 9% per annum.

   c. OBH will be entitled to a superpriority administrative
expense claim for the outstanding balance of the DIP Loan,
including all other amounts OBH is entitled to pursuant to the DIP
Loan Agreement.

   d. The DIP Loan will be repaid upon the earlier of an event of
default, or upon the sale of any of the Debtors' assets in
connection with or prior to the confirmation of a Chapter 11 plan
of reorganization, or upon the confirmation of a Chapter 11 plan
of reorganization if the plan does not provide for a sale of any
of the Debtors' assets.

The Debtors needed the DIP Loan to fund the operational deficits
and other administrative expenses incurred during the Chapter 11
cases.

There was a hearing Oct. 22 to consider final approval of the DIP
loan.

                         Elcom Hotel & Spa

Pursuant to the Plan terms, each holder of a Class 3 Allowed Elcom
Hotel General Unsecured Vendor Claim will receive, on or as soon
as practicable after the latest of: (i) the Effective Date and
(ii) the date such Elcom Hotel General Unsecured Vendor Claim
becomes Allowed, a Distribution equal to 50% of the Allowed Elcom
Hotel General Unsecured Vendor Claim.  The Distribution available
to holders of Allowed Elcom Hotel General Unsecured Vendor Claims
will be limited by the Net Free Cash and proceeds from the Causes
of Action attributable to Elcom Hotel.

Each holder of a Class 4 Allowed Elcom Hotel General Unsecured
Claim will receive, on or as soon as practicable after the latest
of: (i) the Effective Date and (ii) the date such Elcom Hotel
General Unsecured Claim becomes Allowed, a pro rata Distribution
of Net Free Cash (after payment of Class 3 Claims) and proceeds
from the Causes of Action and remaining Assets attributable to
Elcom Hotel.

Holders of Class 5 Interests in Elcom Hotel are presumed to reject
and therefore are not entitled to vote to accept or reject the
Plan.  If, and only if, Net Free Cash or any other Assets remain
in Elcom Hotel after satisfaction of all Allowed Claims against
Elcom Hotel, then holders of Interests in Elcom Hotel will receive
a Distribution of all remaining Net Free Cash of Elcom Hotel and
any other Assets comprising the Elcom Hotel Estate.  If no Net
Free Cash or other Assets remain after satisfaction of all Allowed
Claims against Elcom Hotel, then, on the earliest date following
the Effective Date upon which a determination can be made that no
Net Free Cash or other Assets remain in Elcom Hotel, all Interests
will be deemed canceled.

                         Elcom Condominium

Each holder of a Class 3 Allowed Elcom Condo General Unsecured
Claim will receive, on or as soon as practicable after the latest
of: (i) the Effective Date and (ii) the date such Elcom Condo
General Unsecured Claim becomes Allowed, a pro rata Distribution
of Net Free Cash and proceeds from the Causes of Action and
remaining Assets attributable to Elcom Condo.

Holders of Class 4 Interests in Elcom Condo are entitled to vote
to accept or reject the Plan.  If, and only if, Net Free Cash
remains in Elcom Condo after satisfaction of all Allowed Claims
against Elcom Condo, holders of Interests in Elcom Condo will
receive a Distribution of all remaining Net Free Cash of Elcom
Condo and any other Assets comprising the Elcom Condo Estate.  If
no Net Free Cash remains after satisfaction of all Allowed Claims
against Elcom Condo then, on the earliest date following the
Effective Date upon which a determination can be made that no Net
Free Cash or other Assets remain in Elcom Condo, all Interests
will be deemed canceled.

A copy of the Disclosure Statement is available at:

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

                         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.


EMPIRE DIE: Aims to Auction Assets with $11.4MM Lead Bid
--------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that Empire
Die Casting Co. is seeking to auction its assets next month, with
an $11.4 million offer kicking off bidding, after filing for
Chapter 11 protection last week.

                     About Empire Die

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 16,
2013 (Case No. 13-52996, Bankr. N.D. Ohio).  The case is before
Judge Marilyn Shea-Stonum.

The Debtor is represented by Kate M Bradley, Esq., and Marc
Merklin, Esq., at Brouse McDowell, LPA, in Akron, Ohio.

The Debtor discloses estimated assets of $10 million to $50
million and estimated liabilities of $1 million to $10 million.

The petition was signed by Robert Hopkins, president.


EMPIRE DIE: Section 341(a) Meeting Scheduled for November 21
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Empire Die
Casting Co., Inc., will be held on Nov. 21, 2013, at 10:30 a.m. at
First Energy Building.

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

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

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 16,
2013 (Case No. 13-52996, Bankr. N.D. Ohio).  The case is before
Judge Marilyn Shea-Stonum.  The Debtor is represented by Kate M
Bradley, Esq., and Marc Merklin, Esq., at BROUSE MCDOWELL, LPA, in
Akron, Ohio.  The Debtor discloses estimated assets of $10 million
to $50 million and estimated liabilities of $1 million to $10
million.  The petition was signed by Robert Hopkins, president.


EMPRESAS OMAJEDE: Charles A. Cuprill to Step Down as Counsel
------------------------------------------------------------
Charles A. Cuprill, P.S.C. Law Offices filed a motion with the
U.S. Bankruptcy Court seeking leave to resign as counsel to
Empresas Omajede, Inc.  Cuprill also asked the Court to grant the
Debtor 30 days to retain substitute counsel and to file its plan
or reorganization and disclosure statement.

Due to differences between the undersigned counsel and Debtor's
management, the undersigned law firm has been asked to resign as
Debtor's counsel in this case, according to papers filed in court
by the law firm.

The undersigned counsel has made the Debtor's president, Antonio
Betancourt, Esq., aware of the status of the Debtor's Chapter 11
proceedings, as well as of the pendency of the Debtor's plan of
reorganization and disclosure statement.

The firm can be reached at:

         Charles A. Cuprill-Hernandez, Esq.
         CHARLES A. CUPRILL, P.S.C. Law Offices
         356 Fortaleza Street, Second Floor
         San Juan, PR 00901
         Tel: 787-977-0515
         Fax: 787-977-0518

                     About Empresas Omajede Inc.

Empresas Omajede, Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Charles Alfred Cuprill, Esq., and Patricia I. Varela, Esq., at
Charles A. Cuprill, PSC, serve as counsel.  Nelson E. Galarza
serves as financial advisor.

The Debtor disclosed $16,718,614 in assets and $4,935,883 in
liabilities in its schedules.  The Debtor is a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets
located at La Ectronica Building, 1608 Bori St., in San Juan,
Puerto Rico.


ENERGY FUTURE: KKR Fights to Keep Some Stake as Bankruptcy Looms
----------------------------------------------------------------
Beth Jinks & Richard Bravo, writing for Bloomberg News, reported
that KKR & Co., Goldman Sachs Capital Partners and TPG Capital,
the firms that led the $48 billion buyout of Energy Future
Holdings Corp. in 2007, are fighting to receive barely 3 percent
of their initial investment when the power generator files for
bankruptcy as soon as this month.

According to the report, negotiations with senior creditors
including Leon Black's Apollo Global Management LLC and
Centerbridge Capital Partners LLC, which are poised to seize
control of the former TXU Corp., are at a crucial juncture when
agreements that allow them to view nonpublic information to foster
talks expire. A proposal disclosed this month that wasn't accepted
would have given the company's owners as little as $270 million.

KKR, Goldman and TPG took Dallas-based Energy Future private in
the largest leveraged buyout in history, an investment that was
predicated on rising gas prices, the report related.  Instead,
they fell as the development of hydraulic fracturing created a
surge in U.S. gas supplies, triggering 10 straight quarterly
losses at the company since 2011 and leading Warren Buffett to say
his $2 billion investment in Energy Future bonds was "a big
mistake."

"We see bigger potential for value leakage if this bankruptcy
restructuring turns highly contentious, highly litigious and
disorganized," Jim Hempstead, an analyst at bond-rating company
Moody's Investors Service in New York, said in a telephone
interview.

             About Energy Future Holdings, fka TXU Corp.

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

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

                Restructuring Talks With Creditors

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

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

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

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

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

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


ENERGY FUTURE: Reduced Earnings to Sap Credit Recovery Values
-------------------------------------------------------------
Mark Chediak, writing for Bloomberg News, reported that Energy
Future Holdings Corp.'s creditors may be carving up less of the
Texas energy giant in a bankruptcy reorganization after it cut the
earnings forecast for its deregulated unit earlier this week.

According to the report, the former TXU Corp. reduced its 2015
profit forecast for its Texas Competitive Electric Holdings unit
by almost 20 percent on lower expectations for natural gas prices,
compared with earnings projections six months ago, the Dallas-
based company said in an Oct. 15 regulatory filing.  The revised
outlook may cut how much debtholders receive after a Chapter 11
restructuring, which may come as soon as next month, said Peter
Thornton, an analyst for KDP Investment Advisors Inc.

Texas' largest electricity provider has been in negotiations with
creditor groups in an attempt to devise a plan on reducing Energy
Future's $43.6 billion of debt and how to apportion ownership of
the company in bankruptcy, the report related.  KKR & Co., TPG
Capital and Goldman Sachs Capital Partners took it private six
years ago in the biggest leveraged buyout in history.

"We've lowered our expectations for adjusted earnings based on
management's revised forecasts," Thornton said in a telephone
interview, the report cited.  "Part of that is due to lower power
prices and gas prices."

Senior creditors at Energy Future will now recover 53 percent,
Thornton wrote in an Oct. 17 research note, the report further
related.  That's down from a 56 percent recovery he estimated in
August.

             About Energy Future Holdings, fka TXU Corp.

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

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

                Restructuring Talks With Creditors

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

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

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

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

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

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


EURAMAX HOLDINGS: Scott Vansant Named SVP North America
-------------------------------------------------------
Euramax Holdings, Inc., announced that Senior Vice President,
Chief Financial Officer and Treasurer, Scott R. Vansant has been
named senior vice president of Euramax North America.  Mr. Vansant
will lead all sales, business development, innovation and
marketing activities for Euramax's North America Residential and
Commercial business segments, effective immediately.  Mary Cullin,
vice president of Finance and Shared Services, will succeed Mr.
Vansant as senior vice president, chief financial officer and
treasurer, effective immediately.

Mr. Vansant was appointed as senior vice president in June 2012
and has been the chief financial officer of Euramax since July
1998.  Mr. Vansant served as vice president from September 1996
through June 2012.  He joined Alumax in 1991.  From 1995 to 1996,
Mr. Vansant served as Director of Internal Audit for Alumax and
also served in various operational positions with Alumax Building
Products, Inc., including serving as Controller from 1993 to 1995
and branch manager from 1992 to 1993.  Prior to 1991, Mr. Vansant
worked as a certified public accountant for Ernst & Young LLP. Mr.
Vansant received a BBA in Accounting from Mercer University in
1984.

Ms. Cullin most recently served as vice president of Finance and
Shared Services for Euramax with responsibility for North America
finance, accounting, information systems, credit and payroll
activities.  Ms. Cullin joined Euramax in 2008 as the Director of
Financial Planning and Analysis and has served in various finance
and accounting positions for the Company.  Immediately prior to
joining Euramax, Ms. Cullin was a Divisional Chief Financial
Officer of HD Supply Lumber and Building Materials.  Ms. Cullin
has also held various financial positions with The Home Depot and
Flowers Foods, Inc.  Ms. Cullin received her BS in Financial
Management from Clemson University in 1987.

Chief Executive Officer Mitch Lewis commented, "The senior
executive changes announced today move highly talented and proven
leaders from within the Euramax organization into new roles that
fit well with the Company's short and long term business
strategies."

"I am very pleased for Scott to assume responsibility for our
North American business activities.  Scott has been intimately
involved in most aspects of our North American business in his
role as the Company's CFO.  Scott's excellent process improvement,
analytical skills, and knowledge of our business make him uniquely
qualified to drive the strategy and execution of the Company's
objectives in North America."

"Mary has demonstrated excellent leadership capabilities through a
series of progressively expanding responsibilities at Euramax.
She has been instrumental in aligning the Company's finance,
accounting and information system departments with the initiatives
of business leaders throughout the Company.  Mary's business and
financial background make her ideally suited for her new role as
CFO."

                     About Euramax Holdings

Euramax Holdings Inc. is an international producer of metal and
vinyl products sold to the residential repair and remodel, non-
residential construction and recreational vehicle markets
primarily in North America and Europe.  It considers itself a
leader in several niche product categories, including preformed
roof-drainage products sold in the U.S., metal roofing and siding
for wood frame construction in the U.S., and aluminum siding for
towable RVs in the U.S. and Europe.

Euramax Holdings' balance sheet at Dec. 31, 2012, showed $594.42
million in total assets, $680.41 million in total liabilities and
a $85.99 million total shareholders' deficit.

                           *     *     *

As of June 30, 2010, Euramax carries "Caa1" long-term debt ratings
from Moody's and "B-" long-term debt ratings from Standard &
Poor's.


EXIDE TECHNOLOGIES: Lease Decision Period Extended Until Jan. 6
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time within which Exide Technologies may assume or reject
unexpired leases of nonresidential real property, including
subleases or other agreements to which the Debtor is a party that
may be considered an unexpired lease of nonresidential real
property, through and including Jan. 6, 2014.

As reported in the TCR on Oct. 8, 2013, the Debtor and its
advisors are in the midst of determining which of the leases will
be part of its go-forward business plan.  Additionally, the Debtor
is analyzing which leases have their own intrinsic value, even if
they are ultimately not part of the business plan.

                     About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Can Employ PwC as Tax Advisor
-------------------------------------------------
Exide Technologies Inc. sought and obtained authorization from the
Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware to employ PricewaterhouseCoopers LLP as tax advisor to
the Debtor, nunc pro tunc to Aug. 30, 2013.

The Debtor requires PwC to:

   (a) advise in identifying the potential state and local income
       and franchise tax consequences associated with proposed
       financial restructuring alternatives currently or
       prospectively evaluated by Exide Technologies, which are
       anticipated to be reported in future state income and
       franchise tax returns and reflected in potential future
       state income and franchise tax payments;

   (b) advise with its determination of the potential amount
       of cancellation of indebtedness income for state income tax
       purposes, and determination of the effect of state tax
       attribute reduction in accordance with applicable state
       income tax laws in connection with or following the
       consummation of any proposed financial restructuring
       transaction alternative, giving consideration to various
       elections that may be available to Exide and any related
       statements or disclosures;

   (c) advise with its evaluation and inventory of state income
       tax attributes under applicable state income tax laws
       including the identification of existing or new limitations
       imposed on the utilization of such state tax attributes;

   (d) advise with its evaluation of the state income tax
       treatment of its intercompany obligations and the potential
       cancellation or settlement of obligations prior to, in
       connection with or following the consummation of any
       proposed financial restructuring transaction;

   (e) advise with its determination of the U.S. federal and state
       income tax treatment of transaction related costs and other
       costs incurred in connection with the proposed financial
       restructuring transaction in order to properly report the
       treatment of such items on the U.S. federal and state
       income tax returns;

   (f) advise with its evaluation of current accounting methods
       and potential changes in accounting methods  which may
       impact the amount of future cash taxes following
       consummation of the proposed financial restructuring
       transaction;

   (g) advise in its projection of future U.S. federal and state
       income and franchise taxes following the proposed financial
       restructuring transaction, incorporating the effects from
       U.S. federal and state income tax attribute reduction and
       potential changes in accounting methods in the
       determination of projected taxable income following the
       proposed financial restructuring;

   (h) advise with its evaluation of the impacts to its ASC 740
       reporting of the effects of the proposed financial
       restructuring, which may include, a re-evaluation
       of the deferred tax assets and liabilities existing as of
       emergence, evaluating the realizability of the adjusted
       deferred tax assets, assistance with interim tax provision
       considerations, unremitted earnings considerations, general
       effective tax rate considerations and assessing other
       assertions historically reported by the Debtor as part of
       its financial statement disclosures;

   (i) provide assistance in the form of general U.S. federal
       and state and local consultations, on an as requested
       basis, related to ordinary and ongoing annual tax matters
       not related to the proposed financial restructuring such
       as, but not limited to, annual U.S. federal and state and
       local tax return compliance matters, general consultations
       regarding tax treatment of income and deduction items and
       general ASC 740 tax accounting matters; and

   (j) document, as appropriate, the tax analysis, opinions,
       recommendations, conclusions, and correspondence for the
       tax issues or other tax matters described above.

PwC will be paid at these hourly rates:

       Partner-National          $765
       Partner                   $680
       Director                  $495
       Manager                   $395
       Senior Associate          $290
       Associate                 $205

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

Stephen J. Burke, partner of PwC, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

                     About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Calif. Lawmakers Blast Claims Deadline
----------------------------------------------------------
Law360 reported that two California state senators who represent
an area near bankrupt Exide Technologies Inc.'s battery recycling
plant -- which has been the subject of intense environmental
scrutiny -- asked a Delaware bankruptcy judge on Oct. 17 to extend
the looming claims deadline for people asserting pollution-related
injuries against the debtor.

According to the report, state senators Kevin De Leon and Ricardo
Lara -- Democrats who represent California's 22nd and 33rd Senate
districts, respectively -- sent a letter to U.S. Bankruptcy Judge
Kevin J. Carey, stating they were "gravely concerned" that with
the October deadline.

                     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.


FLETCHER GRANITE: Court Dismisses Chapter 11 Case
-------------------------------------------------
The U.S. Bankruptcy Court dismissed the chapter 11 case of
Fletcher Granite Company LLC, according to documents lodged in the
case docket Oct. 16.

As reported in the Troubled Company Reporter on Oct. 18, 2012, the
U.S. Trustee in the bankruptcy case of FGC Liquidation, LLC,
formerly known as Fletcher Granite Company, LLC, asked the U.S.
Bankruptcy Court for an order converting the case to Chapter 7
liquidation because, save the Debtors' inventory and accounts
receivable, substantially all of the Debtors' assets have been
sold and there is continuing diminution of the estate and no
reasonable likelihood of rehabilitation.

                      About Fletcher Granite

Westford, Massachusetts-based Fletcher Granite Company LLC --
http://www.fletchergranite.com/-- produced granite for buildings,
bridges and road construction.

Fletcher Granite filed for Chapter 11 bankruptcy protection
(Bankr. D. Mass. Case No. 10-43884) on Aug. 2, 2010.  David J.
Reier, Esq., and Laura Otenti, Esq., at Posternak Blankstein &
Lund LLP, serve as counsel to the Debtor.  The Debtor estimated
its assets at $10 million to $50 million and debts at $1 million
to $10 million in its Chapter 11 petition.  The U.S. Trustee has
formed a five-member Official Committee of Unsecured Creditors.

In November 2010, the judge approved a $7 million all-cash sale of
Fletcher Granite's assets to stalking-horse bidder Nesi Realty
LLC.  The Debtor renamed itself to FGC Liquidation, LLC, following
the sale.


FLETCHER LEISURE: Obtains Interim Stay Under Chapter 15
-------------------------------------------------------
Judge Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York issued an order granting an interim
stay and other provisional relief under Chapter 15 of the U.S.
Bankruptcy Code to 9266-4832 Quebec Inc., Fletcher Leisure Group
Inc./Le Groupe de Loisirs Fletcher Inc., and Fletcher Leisure
Group Ltd.

Pending a hearing on the entry of the Final Order, no litigation,
proceeding, enforcement process, or collection action in any court
or tribunal will be commenced or continued against or in respect
of the Fletcher Entities or PricewaterhouseCoopers Inc., as
receiver appointed by the Superior Court (Commercial Division) for
the District of Montreal, Province of Quebec and duly authorized
foreign representative for the Chapter 15 Debtors, or affecting
the Fletcher Entities' businesses, assets, or property, except
with the written consent of the Receiver or with leave of the U.S.
Bankruptcy Court or the Canadian Court, and any and all
Proceedings currently underway against or in respect of the
Receiver or the Fletcher Entities or affecting the Fletcher
Entities' assets or property are hereby stayed and suspended
pending further Order of the Canadian Court or the U.S. Bankruptcy
Court.

The Receiver is represented by:

         Daniel S. Lubell, Esq.
         Eleni D. Theodosiou-Pisanelli, Esq.
         HUGHES HUBBARD & REED LLP
         One Battery Park Plaza
         New York, NY 10004
         Tel: (212) 837-6000
         Fax: (212) 422-4726
         Email: lubell@hugheshubbard.com
                theodosi@hugheshubbard.com

                      About Fletcher Leisure

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
(US$11.3 million).  Affiliates that separately filed Chapter 15
petitions are 9266-4832 Quebec Inc., and Fletcher Leisure Group
Inc./Le Groupe de Loisirs Fletcher Inc.  The case is In re
Fletcher Leisure Group Ltd., 13-bk-13402, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

PricewaterhouseCoopers Inc., the Canadian Court-appointed receiver
and duly authorized foreign representative for Fletcher Leisure et
al., is represented by Daniel S. Lubell, Esq., and Eleni D.
Theodosiou-Pisanelli, Esq., at Hughes Hubbard & Reed LLP, in New
York.


FLETCHER LEISURE: Receiver Wants Ch. 15 Cases Jointly Administered
------------------------------------------------------------------
PricewaterhouseCoopers Inc., as Canadian Court-appointed receiver
and duly authorized foreign representative for 9266-4832 Quebec
Inc., Fletcher Leisure Group Inc./Le Groupe de Loisirs Fletcher
Inc., and Fletcher Leisure Group Ltd., asks the U.S. Bankruptcy
Court for the Southern District of New York to direct the joint
administration of the Debtors' related Chapter 15 cases for
procedural purposes only.

The Receiver states, "Entry of an order for joint administration
of these chapter 15 cases will avoid duplicative notices,
applications and orders, thereby saving the Receiver considerable
time and expense.  The rights of the Fletcher Entities' respective
creditors and other parties in interest will not be adversely
affected by joint administration of these Chapter 15 cases because
the relief requested in this Motion is purely administrative and
in no way affects any party's substantive rights.  Indeed, joint
administration will ensure that all creditors may look to one
bankruptcy case docket to file their motions or otherwise seek
redress against the Receiver or the Fletcher Entities. Moreover,
the Court will also be relieved of the burden of entering
duplicative orders and maintaining duplicative files."

                      About Fletcher Leisure

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
(US$11.3 million).  Affiliates that separately filed Chapter 15
petitions are 9266-4832 Quebec Inc., and Fletcher Leisure Group
Inc./Le Groupe de Loisirs Fletcher Inc.  The case is In re
Fletcher Leisure Group Ltd., 13-bk-13402, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

PricewaterhouseCoopers Inc., the Canadian Court-appointed receiver
and duly authorized foreign representative for Fletcher Leisure et
al., is represented by Daniel S. Lubell, Esq., and Eleni D.
Theodosiou-Pisanelli, Esq., at Hughes Hubbard & Reed LLP, in New
York.


FRIENDFINDER NETWORKS: Amended Joint Plan Filed
-----------------------------------------------
BankruptcyData reported that FriendFinder Networks filed with the
U.S. Bankruptcy Court an Amended Joint Plan of Reorganization and
related Disclosure Statement.

According to the Disclosure Statement, "The Debtors engaged in
extensive negotiations with the Consenting First Lien Noteholders,
the Consenting Second Lien Noteholders, and the Holders of the
Cash Pay Second Lien Notes regarding the terms of the Plan. The
Plan provides for the recapitalization of the Company by
exchanging Allowed First Lien Noteholder Claims for a combination
of New First Lien Notes and Cash and exchanging Allowed Second
Lien Noteholder Claims for 100% of the New Common Stock of FFN and
in certain circumstances, an additional Cash Distribution. The
Plan provides that Allowed Administrative Claims, Allowed Priority
Tax Claims, Allowed Priority Claims and Other Secured Claims shall
be paid in full or otherwise unimpaired. The Plan further provides
that Allowed General Unsecured Claims shall receive payment in
full in Cash on the Effective Date, or as soon as is reasonably
practicable, or to the extent applicable, have their Claims
reinstated by the Reorganized Debtors and paid in the ordinary
course of business. The Plan further provides that Intercompany
Interests shall either be (i) reinstated, in full or in part, and
treated in the ordinary course of business or (ii) cancelled and
discharged. To the extent an Intercompany Claim and/or
Intercompany Interest is cancelled or discharged, Holders of
Intercompany Claims and Intercompany Interests shall not receive
or retain any property on account of such claims and interests.
The Plan does not provide for any recovery to Securities
Litigation Claims or to Existing FFN Equity Interests, as such,
both are deemed to reject the Plan."

                    About FriendFinder Networks

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

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

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

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

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


FURNITURE BRANDS: Panel Hires BDO Consulting as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Furniture Brands
International, Inc. and its debtor-affiliates seeks authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain BDO Consulting, a Division of BDO USA, LLP, as financial
advisor, effective  Sept. 20, 2013.

The Committee requires BDO Consulting to:

   (a) analyze the financial operations of the Debtors pre- and
       post-petition, as necessary;

   (b) analyze the financial ramifications of any proposed
       transactions for which the Debtors seek Bankruptcy Court
       approval including, but not limited to, post-petition
       financing, sale of all or a portion of the Debtors' assets,
       retention of management and employee incentive and
       severance plans;

   (c) conduct any requested financial analysis including
       verifying the material assets and liabilities of the
       Debtors, as necessary, and their values;

   (d) assist the Committee in its review of monthly statements of
       Operations submitted by the Debtors;

   (e) perform claims analysis for the Committee;

   (f) assist the Committee in its evaluation of cash flow and
       other projections, including business plans prepared by the
       Debtors;

   (g) scrutinize cash disbursements on an ongoing basis for the
       Period subsequent to the commencement of these cases;

   (h) perform forensic investigating services, as requested by
       the Committee and counsel, regarding pre-petition
       activities of the Debtors in order to identify potential
       causes of action, including investigating intercompany
       transfers, improvements in position, and fraudulent
       transfers;

   (i) analyze transactions with insiders, related and/or
       Affiliated companies;

   (j) analyze transactions with the Debtors' financing
       institutions;

   (k) attend meetings of the Committee and conference calls with
       representatives of the Committee and its counsel;

   (l) prepare certain valuation analyses of the Debtors'
       businesses and assets using various professionally accepted
       methodologies;

   (m) as needed, prepare alternative business projections
       relating to the valuation of the Debtors' business
       enterprise;

   (n) evaluate financing proposals and alternatives proposed by
       the Debtors for debtor-in-possession financing, exit
       financing and capital raising supporting any plan of
       reorganization;

   (o) assist the Committee in its review of the financial aspects
       of a plan of reorganization or liquidation submitted by the
       Debtors and perform any related analyses, specifically
       including liquidation analyses and feasibility analyses and
       evaluate best exit strategy;

   (p) assist counsel in preparing for any depositions and
       testimony, as well as prepare for and provide expert
       testimony at depositions and court hearings, as requested;
       and

   (q) perform other necessary services as the Committee or the
       Committee's counsel may request from time to time with
       respect to the financial, business and economic issues that
       may arise.

The Committee agreed to compensate BDO Consulting for professional
services rendered at its normal and customary hourly rates for
financial as follows:

       Level                         Rates
       -----                         -----

       Partners/Managing Directors   $475-$795
       Directors/Sr. Managers        $375-$525
       Managers/Vice Presidents      $325-$425
       Seniors/Analysts              $200-$350
       Staff                         $150-$225

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

David E. Berliner, partner of BDO Consulting, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
motion on Nov. 22, 2013, at 2:00 p.m.  Objections, if any, are due
Nov. 1, 2013, at 4:00 p.m.

BDO Consulting can be reached at:

       David E. Berliner
       BDO CONSULTING, A DIVISION OF BDO USA, LLP
       100 Park Avenue
       New York, NY 10017
       Tel: (212) 885-8000
       Fax: (212) 697-1299
       E-mail: dberliner@bdo.com

                      About Furniture Brands

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

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

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

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

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.  The
Creditors Committee retained BDO Consulting, as financial advisor;
and Blank Rome LLP and Hahn & Hessen LLP, as counsel.


FURNITURE BRANDS: Creditors' Panel Hires Blank Rome as Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Furniture Brands
International, Inc. and its debtor-affiliates asks permission from
the U.S. Bankruptcy Court for the District of Delaware to retain
Blank Rome LLP as co-counsel, nunc pro tunc to Sept. 18, 2013.

Blank Rome will represent the Committee as Delaware co-counsel and
will assist the Committee in all matters proceeding before the
Delaware Federal Courts and the U.S. Court of Appeals for the
Third Circuit and as otherwise tasked by the Committee and its
lead counsel, Hahn & Hessen.  Without limitation, Blank Rome has
not been tasked in respect of any investigation matter in these
cases.

Blank Rome will be paid at these hourly rates:

       Michael B. Schaedle           $635
       Victoria A. Guilfoyle         $385
       Alan M. Root                  $365
       Tamara Moody                  $265
       Partners and Counsel        $335-$970
       Associates                  $185-$570
       Paralegals                  $110-$380

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

Michael B. Schaedle, Esq., partner of Blank Rome, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
motion on Nov. 22, 2013, at 2:00 p.m.  Objections, if any, are due
Nov. 1, 2013, at 4:00 p.m.

Blank Rome can be reached at:

       Michael B. Schaedle, Esq.
       BLANK ROME LLP
       1201 Market Street, Suite 800
       Wilmington, DE 19801
       Tel: (302) 425-6400
       Fax: (302) 425-6464
       E-mail: schaedle@blankrome.com

                      About Furniture Brands

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

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

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

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

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.  The
Creditors Committee retained BDO Consulting, as financial advisor;
and Blank Rome LLP and Hahn & Hessen LLP, as counsel.


FURNITURE BRANDS: Creditors' Panel Taps Hahn & Hessen as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Furniture Brands
International, Inc. and its debtor-affiliates seeks authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain Hahn & Hessen LLP, as counsel, nunc pro tunc to Sept. 18,
2013.

The Committee requires Hahn & Hessen to:

   (a) render legal advice to the Committee with respect to its
       duties and powers in this case;

   (b) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtors, the operation of the Debtors' businesses, the
       desirability of continuance of such businesses and any
       other matters relevant to these cases or to the business
       affairs of the Debtors;

   (c) advise the Committee with respect to any proposed sale of
       the Debtors' assets or a sale of the Debtors' business
       operations and any other relevant matters;

   (d) advise the Committee with respect to any proposed plan of
       reorganization or liquidation and the prosecution of claims
       against third parties, if any, and any other matters
       relevant to the cases or to the formulation of a plan of
       reorganization or liquidation;

   (e) assist the Committee in requesting the appointment of a
       trustee or examiner pursuant to section 1104 of the
       Bankruptcy Code, if necessary and appropriate; and

   (f) perform other legal services, which may be required by, and
       which are in the best interests of, the unsecured
       creditors, which the Committee represents.

Hahn & Hessen will be paid these hourly rates effective
Oct. 1, 2013:

       Partners                      $650 to $845
       Associates                    $335 to $570
       Special Counsel & of Counsel  $495 to $635
       Paralegals                    $210 to $250

Hahn & Hessen will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Mark T. Power, member of Hahn & Hessen, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
motion on Nov. 22, 2013, at 2:00 p.m.  Objections, if any, are due
Nov. 1, 2013, at 4:00 p.m.

Hahn & Hessen can be reached at:

       Mark T. Power, Esq.
       Hahn & Hessen LLP
       488 Madison Avenue
       New York, NY 10022
       Tel: (212) 478-7350
       Fax: (212) 478-7400
       E-mail: mpower@hahnhessen.com

                      About Furniture Brands

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

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

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

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

The company has an official creditor's committee with seven
members.  The creditors' panel includes the Pension Benefit
Guaranty Corp., Milberg Factors Inc. and five suppliers.  The
Creditors Committee retained BDO Consulting, as financial advisor;
and Blank Rome LLP and Hahn & Hessen LLP, as counsel.


GENERAL MOTORS: No GUC Trust Distributions for Sept. 30 Qtr.
------------------------------------------------------------
Pursuant to the Amended and Restated Motors Liquidation Company
GUC Trust Agreement dated as of June 11, 2012, as amended, the
Motors Liquidation Company GUC Trust is required to make certain
quarterly distributions of assets to holders of units of
beneficial interest in the GUC Trust, provided that those assets
are not required for the satisfaction of allowed general unsecured
claims against the GUC Trust and have not otherwise been set aside
from distribution to fund potential costs and liabilities of the
GUC Trust, but only if such Excess GUC Trust Distributable Assets
exceed certain thresholds specified in the GUC Trust Agreement.

On Oct. 21, 2013, the GUC Trust announced that the amounts of
Excess GUC Trust Distributable Assets did not exceed the
Distribution Threshold for the quarter ended Sept. 30, 2013.  As a
result, no distribution in respect of the GUC Trust Units is
anticipated to be made for the quarter ended Sept. 30, 2013.  The
determination not to make a distribution in respect of the GUC
Trust Units for the quarter ended Sept. 30, 2013, is not related
to any distributions that may be required by the Settlement
Agreement, dated Sept. 26, 2013, relating to the settlement of
certain claims by or on behalf of holders of notes issued in 2003
by General Motors Nova Scotia Finance Company.  The GUC Trust will
make any such distributions at the times and in the amounts
required by the Settlement Agreement, as described in the GUC
Trust's filings with the Securities and Exchange Commission.

                       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.


GLOBALSTAR INC: TFC and Thermo Funding Invest $12.5 Million
-----------------------------------------------------------
Thermo Funding Company LLC, which is controlled by the principal
shareholder, chairman and chief executive officer of Globalstar,
Inc., committed to invest up to $85 million in equity securities
of the Company, as previously announced on May 20, 2013.

Pursuant to their commitment, TFC and Thermo Funding II LLC, a
limited liability company also controlled by James Monroe III,
invested $6 million on July 29, 2013, and $6.5 million on Aug. 19,
2013, on terms to be determined by a special committee of the
Company's board of directors consisting solely of the Company's
unaffiliated directors.  During the period between July 29, 2013,
and Aug. 19, 2013, the Company's voting common stock traded at a
price ranging from $0.57 to $0.65 per share.  Prior to the Aug. 19
funding, the Company attempted to and was unable to obtain
commitments from third party investors to purchase at least $20
million of the Company's common stock at a price of $0.52 per
share (before advisory fees), leaving Thermo as the only party
willing to invest $20 million in the Company's common stock at a
price of at least $0.52 per share.

The Company, TFC and TFII entered into a Common Stock Purchase and
Option Agreement pursuant to which Thermo agreed to purchase
11,538,461 shares of the Company's non-voting common stock in
exchange for the $6 million invested in July and an additional $20
million, or 38,461,538 shares, consisting of the $6.5 million
August amount and an incremental $13.5 million as and when
requested to do so by the special committee through Nov. 28, 2013.
Thermo further agreed to purchase up to $11.5 million of
additional shares of non-voting common stock at a price equal to
85 percent of the average closing price of the voting common stock
on the ten trading days immediately preceding the date of the
special committee's request until Dec. 26, 2013.

The terms of the Common Stock Purchase and Option Agreement were
approved on Oct. 14, 2013, by the special committee, which was
represented by independent legal counsel and which determined that
the terms were fair and in the best interests of the Company and
its stockholders.

                          About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

Globalstar reported a net loss of $25.1 million on $19.3 million
of revenue for the three months ended March 31, 2013, compared
with a net loss of $24.5 million on $16.7 million of revenue for
the same period last year.  The Company's balance sheet at June
30, 2013, showed $1.37 billion in total assets, $953.44 million in
total liabilities and $421.25 million in total stockholders'
equity.

The Company said in its Form 10-Q for the quarter ended March 31,
2013, "We currently lack sufficient resources to meet our existing
contractual obligations over the next 12 months.  As a result,
there is substantial doubt that we can continue as a going
concern.  In order to continue as a going concern, we must obtain
additional external financing; amend the Facility Agreement and
certain other contractual obligations; and restructure the 5.75%
Notes."


GMX RESOURCES: Exclusive Plan Filing Period Extended to Dec. 12
---------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
GMX Resources' second motion to extend the exclusive period during
which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including December 12, 2013 and
February 12, 2014, respectively.

The Debtors said in court papers they "are not seeking to engage
in unreasonable delays or to pressure their creditors or other
constituents. Instead, they are seeking the requested extensions
in order to continue their reorganization process, including
finalizing negotiations with the Committee and Steering Committee
and drafting the plan of reorganization."

                      About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla.
Case No. 13-11456) on April 1, 2013, so secured lenders can buy
the business in exchange for $324.3 million in first-lien notes.
David A. Zdunkewicz, Esq., at Andrews Kurth LLP, represented the
Debtors as counsel.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

Looper Reed is substituted as counsel for the Official Committee
of Unsecured Creditors in place of Winston & Strawn LLP, effective
as of April 25, 2013.  The Committee tapped Conway MacKenzie,
Inc., as financial advisor.


GMX RESOURCES: Amended Plan Support Agreement Filed
---------------------------------------------------
BankruptcyData reported that GMX Resources filed with the U.S.
Bankruptcy Court a notice of its entry into a first amendment to
the Company's plan support agreement.

The amended agreement states, "Except as specifically set forth
herein, the PSA shall remain in full force and effect and is
hereby ratified and confirmed. The Parties specifically
acknowledge and agree that the PSA, as hereby amended, is in full
force and effect in accordance with its respective terms and has
not been modified, except pursuant to this Amendment. This
Amendment shall be binding upon and inure to the benefit of each
of the parties hereto and their respective successors and
assigns."

                      About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla.
Case No. 13-11456) on April 1, 2013, so secured lenders can buy
the business in exchange for $324.3 million in first-lien notes.
David A. Zdunkewicz, Esq., at Andrews Kurth LLP, represented the
Debtors as counsel.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

Looper Reed is substituted as counsel for the Official Committee
of Unsecured Creditors in place of Winston & Strawn LLP, effective
as of April 25, 2013.  The Committee tapped Conway MacKenzie,
Inc., as financial advisor.


GORDIAN MEDICAL: Committee Says Plan Provides Adequate Information
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Gordian Medical,
Inc., concurs with the position of the Debtor that its Plan of
Reorganization dated Aug. 23, 2013, provides adequate information
for a hypothetical investor typical of the holders of claims or
interest to make an informed judgment about the Plan without the
need for filing a separate disclosure statement.

According to the Committee, it does not believe that a disclosure
statement would serve any purpose in a case where no votes are
being solicited and all Allowed Claims will be paid in full, with
interest, on the later of the Effective Date and the date upon
such claims become Allowed Claims.  Further, the Committee says
that requiring the Debtor to file a separate disclosure statement
would just add to the expense of the case, without conferring any
concomitant benefit to creditors.

The Committee also supports the Confirmation Motion and believes
that the Debtor has met the applicable confirmation requirements
set forth in section 1129 of the Bankruptcy Code.

As reported in the TCR on Oct. 15, 2013, the U.S. Bankruptcy Court
for the Central District of California, according to Gordian
Medical's case docket, was slated to convene a hearing on Oct. 21
at 2:00 p.m., to consider the adequacy of information in the
Disclosure Statement and confirmation of the Debtor's Plan of
Reorganization dated Aug. 23, 2013.

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

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

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

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

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

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

The Class 5 Claims are unimpaired by the Plan.

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

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

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

                       About Gordian Medical

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

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

Judge Mark S. Wallace oversees the case.  Jeffrey L Kandel, Esq.,
Teddy M Kapur, Esq., Samuel R. Maizel, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los
Angeles, Calif., represent the Debtor as counsel.  Fulbright &
Jaworski LLP, in Washington, D.C., serves as the Debtor's special
regulatory counsel.  Loeb & Loeb LLP, in Los Angeles, Calif.,
serves as the Debtor's special tax counsel.

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

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  Michael I. Gottfried, Esq., and Rodger M.
Landau, at Landau Gottfried & Berger LLP, in Los Angeles, Calif.,
represent the Creditors Committee as counsel.


GORDIAN MEDICAL: Plan Confirmation Hearing Continued to Nov. 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted in part, and denied in part, the motion of the United
States of America dated Oct. 2, 2013, for a stay of the bankruptcy
case of Gordian Medical, Inc., in light of a lapse of
appropriations.  The Debtor and the Official Committee of
Unsecured Creditors both objected to the Motion.

The Court's order further states:

     1. Any and all actions by or against the United States of
America (including the United States Department of Health and
Human Services and its Centers for Medicare and Medicaid Services
(collectively "CMS") and the Internal Revenue Service ("IRS") are
stayed through and including Oct. 21, 2013.  The stay will expire
at 11:00 p.m. on Oct. 21, 2013.

     2. The stay will not apply to actions not directly involving
the United States; however, the Court retains its discretion to
stay additional matters where the United States requests such an
extension of the stay and where the Court believes that the
United States' position on such additional matters should be
heard.

     3. In addition, the Court retains its discretion to extend
the stay beyond Oct. 21, 2013.

     4. The plan confirmation hearing (scheduled for Oct. 1, 2013,
at 2:00 p.m.) is continued to Nov. 20, 2013, at 2:00 p.m. and all
related objection deadlines are extended through Nov. 6, 2013.

     5. The Debtor, Creditors Committee and/or party-in-interest
may file an objection to the CMS proof of claim, but may not
calendar such objection for a hearing any earlier than Nov. 20,
2013, at 2:00 p.m.

     6. If the Bankruptcy Court enters an order on the objection
to the IRS claim (a matter previously heard which is now under
submission) prior to Oct. 21, 2013, at 11:00 p.m., the time for
any party to file a notice of appeal will not begin to run until
Oct. 22, 2013.

                       About Gordian Medical

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

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

Judge Mark S. Wallace oversees the case.  Jeffrey L Kandel, Esq.,
Teddy M Kapur, Esq., Samuel R. Maizel, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP, represent
the Debtor as counsel.  Fulbright & Jaworski LLP serves as the
Debtor's special regulatory counsel.  Loeb & Loeb LLP serves as
the Debtor's special tax counsel.

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

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


GREENSHIFT CORP: Board Appoints New Management
----------------------------------------------
Greenshift Corporation's Board of Directors appointed the
following officers on Oct. 18, 2013:

     Chairman of the Board           - Kevin Kreisler
     Chief Executive Officer         - Edward Carroll
     President                       - Edward Carroll
     Executive V.P. - CFO            - Edward Carroll
     V.P. - Chief Technology Officer - David Winsness
     V.P. - Chief Operating Officer  - Greg Barlage
     Executive V.P., Secretary       - Richard Krablin

Each of the officers was previously an officer of the Company.

                   About Greenshift Corporation

Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.

Greenshift Corporation disclosed net income of $2.46 million in
2012, as compared with net income of $7.90 million in 2011.
The Company's balance sheet at June 30, 2013, showed $8.68 million
in total assets, $47.98 million in total liabilities and a $39.29
million total stockholders' deficit.

Rosenberg Rich Baker Berman & Company, in Somerset, NJ, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company had $2,030,577 in cash, and
current liabilities exceeded current assets by $41,087,222 as of
Dec. 31, 2012.  In addition, the Company could be subject to
default of its senior debt obligation in 2013 if a condition to a
forbearance agreement that is not within the Company's control is
not satisfied.  These conditions raise substantial doubt about its
ability to continue as a going concern.


HAAS ENVIRONMENTAL: Panel Can Retain Lowenstein Sandler as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Haas
Environmental, Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the District of New Jersey to retain
Lowenstein Sandler LLP as counsel for the Committee, effective as
of Aug. 23, 2013.

The professional services that Lowenstein Sandler will provide the
Committee include, but are not limited to:

   (a) providing legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under 11 U.S.C. Sec. 1102;

   (b) assisting the Committee in investigating the acts,
       conducts, assets, liabilities, and financial condition of
       the Debtor, the operation of the Debtor's business,
       potential claims, and other matters relevant to the case,
       to the sale of assets or the formulation of a plan of
       reorganization;

   (c) participating in the formulation of a plan;

   (d) providing legal advice as necessary with respect to any
       disclosure statement and plan filed in this Chapter 11 case
       and with respect to the process for approving or
       disapproving disclosure statements and confirming or
       denying confirmation of a plan;

   (e) preparing on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

   (f) appearing in Court to present necessary motions,
       applications, and pleadings, and otherwise protecting the
       interests of those represented by the Committee;

   (g) assisting the Committee in requesting the appointment of a
       trustee or examiner, should such action be necessary; and

   (h) performing other legal services as may be required and that
       are in the best interests of the Committee and creditors.

Lowenstein Sandler will be paid at these hourly rates:

       Partners of the Firm             $500-$985
       Senior Counsel and Counsel       $385-$685
       Associates                       $275-$480
       Paralegals and Assistants        $160-$270

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

Mary E. Seymour, Esq., member of Lowenstein Sandler, 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.

Lowenstein Sandler can be reached at:

       Mary E. Seymour, Esq.
       LOWENSTEIN SANDLER LLP
       65 Livingston Avenue
       Roseland, NJ 07068
       Tel: (973) 597-2376
       Fax: (973) 597-2377
       E-mail: mseymour@lowenstein.com

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) on Aug. 6, 2013.  Eugene Haas signed the
petition as president.  Judge Kathryn C. Ferguson presides over
the case.  The Debtor estimated assets and debts of at least
$10 million.  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
in Cherry Hill, New Jersey, serves as the Debtor's counsel.


HELIX ENERGY: Moody's Withdraws B1 CFR & Ba2 Rating on Sec. Notes
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all assigned ratings for
Helix Energy Solutions Group, Inc., including the B1 Corporate
Family Rating, following the retirement of all of its rated debt.
The company recently announced that it had replaced its senior
secured bank credit facility with a new unrated $900 million
credit agreement consisting of a term loan and a revolving credit
facility. Helix used the proceeds from the new term loan to redeem
all remaining senior unsecured notes outstanding.

Issuer: Helix Energy Solutions Group, Inc.

Ratings Withdrawn:

B1 Corporate Family Rating

B1-PD Probability of Default Rating

Loss Given Default Assessment LGD4 - 50%

SGL-1 Speculative Grade Liquidity Rating

Ba2, LGD2 - 23% Senior Secured Bank Credit Facility

B3, LGD5 - 78% Senior Unsecured Regular Bond/Debenture

Stable rating outlook withdrawn


HOWREY LLP: Law Firms, Ex-Partners to Return $2MM in New Deals
--------------------------------------------------------------
Jacqueline Palank, writing for DBR Small Cap, reported that
creditors of Howrey LLP stand to benefit from new legal
settlements with three large law firms that have agreed to turn
over $2 million.  Law360 reported that Covington & Burling LLP,
Kirkland & Ellis LLP, Shearman & Sterling LLP and former Howrey
LLP attorneys who joined the firms have agreed to pay Howrey's
Chapter 11 trustee roughly $2 million to settle unfinished-
business litigation, according to filings in California bankruptcy
court on Oct. 21 and 22.

According to the Law360 report, the trustee, Allan B. Diamond of
Diamond McCarthy LLP, asked the bankruptcy judge to approve the
agreements, which would resolve claims that the firms and Howrey's
former partners owed Howrey profits from competing client matters.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


HOWREY LLP: Strikes Settlements With Ropes & Gray, Venable
----------------------------------------------------------
Jacqueline Palank, writing for DBR Small Cap, reported that after
three giant U.S. law firms agreed to return $2 million to Howrey
LLP's creditors, the defunct law firm is seeking approval to rake
in thousands more dollars from two other firms that hired its
former partners.

Law360 reported that Howrey, the defunct law firm asked a
California bankruptcy judge on Oct. 22 for approval to rake in
thousands more dollars from Ropes & Gray LLP, another firm that
hired a former Howrey partner.

According to the Law360 report, the trustee, Allan B. Diamond of
Diamond McCarthy LLP, asked Judge Dennis Montali of the Northern
District of California to approve a $240,300 settlement to resolve
claims that Ropes & Gray and a former Howrey partner owed Howrey
profits.

                        About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


HOUSTON REGIONAL: Houston Rockets Basketball Team Backs Sale
------------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that the
owners of the Houston Rockets basketball team are siding with
Comcast Corp. against Houston Astros owner Jim Crane over the fate
of the struggling sports channel that broadcasts their games,
saying that a bankruptcy sale or reorganization is the best way
for Comcast SportsNet Houston to survive.

According to the report, in papers filed on Oct. 21 with the U.S.
Bankruptcy Court in Houston, Houston Rockets attorneys said that
the network's proposed bankruptcy case, which the Astros will
fight to dismiss at a hearing next week, could allow it to
reorganize and continue to "provide the fans in the city of
Houston and its surrounding region with the sports programming
that they desire."

The filing breaks the basketball team's silence over the
management dispute within the network that escalated to its
involuntary bankruptcy filing on Sept. 27, which was filed by
Comcast affiliates that are owed more than $100 million, the
report related.

Comcast wants to buy the network through a bankruptcy auction and
has said its offer would be high enough to provide some
compensation to the Astros and Rockets, the report said.

The network has struggled to convince more subscribers to pay fees
in order to get the sports channel that launched last year, the
report further related.  Some critics say the network's proposed
subscriber fees are too high.

        Astros May Strike Out In Bid To Ax Forced Ch. 11

Law360 reported that the Houston Astros have a tough road ahead as
they attempt not only to toss the involuntary bankruptcy Comcast
affiliates recently brought against a Houston television network
they share, but also to convince a court that the affiliates are
improperly trying to take control of the team's broadcast rights.

According to the report, the affiliates slapped Houston Regional
Sports Network LP -- which is jointly owned by the Comcast
affiliates, the Astros and the Houston Rockets and is licensed to
air the teams' games -- with an involuntary Chapter 11.

                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.,
Craig Goldblatt, Esq., and Jonathan Paikin, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP in Washington, D.C.; George W.
Shuster, Jr., Esq., at Wilmer Cutler in New York; Vincent P.
Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper; and
Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M.
Seshens, Esq., at Davis Polk & Wardwell LLP.


INT'L COMMERCIAL TV: Has IPO of 5 Million Common Shares
-------------------------------------------------------
International Commercial Television, Inc., filed with the U.S.
Securities and Exchange Commission a Form S-1 registration
statement relating to the sale of 5,000,000 shares of its common
stock.  The shares will be offered and sold in transactions
negotiated by the Company's management, and the Company has not
retained the services of an underwriter.  As a result, no offering
price has been established.  There is no minimum number of shares
required to be sold in this Offering and all purchase funds
received from an investor in a negotiated transaction will be made
available to the Company upon receipt unless otherwise agreed as
part of the transaction.

The Company's management will receive no commissions or other
compensation in connection with sales of the shares.  However, the
Company reserves the right to sell shares through licensed broker
dealers, to whom the Company may pay commissions of up to 10
percent, and to pay finders' fees for introductions to potential
investors.

The Company's common stock is traded in the Over the Counter
market under the symbol ICTL.

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

                        http://is.gd/8UFlMp

                  About International Commercial

Wayne, Pa.-based International Commercial Television Inc. sells
various consumer products.  The products are primarily marketed
and sold throughout the United States and internationally via
infomercials.

International Commercial disclosed a net loss of $550,448 on
$22.92 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $485,892 on $3.10 million of net sales
in 2011.  The Company's balance sheet at June 30, 2013, showed
$5.23 million in total assets, $3.43 million in total liabilities
and $1.80 million in total shareholders' equity.

                         Bankruptcy Warning

"There is no guarantee that the Company will be successful in
bringing our products into the traditional retail environment.  If
the Company is unsuccessful in achieving this goal, the Company
will be required to raise additional capital to meet its working
capital needs.  If the Company is unsuccessful in completing
additional financings, it will not be able to meet its working
capital needs or execute its business plan.  In such case the
Company will assess all available alternatives including a sale of
its assets or merger, the suspension of operations and possibly
liquidation, auction, bankruptcy, or other measures.  These
conditions raise substantial doubt about the Company's ability to
continue as a going concern," the Company said in the quarterly
report for the period ended June 30, 2013.

EisnerAmper, LLP, in Edison, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company's recurring losses from operations raise substantial
doubt about its ability to continue as a going concern.


INT'L FOREIGN EXCHANGE: Seeks Ch.11 Amid Market 'Deterioration'
---------------------------------------------------------------
Law360 reported that one of the world's oldest foreign exchange
hedge funds that in its heyday managed more than $14 billion in
investments filed for Chapter 11 bankruptcy protection in New York
federal court on Oct. 17, citing a "deterioration" of the foreign
currency market.

According to the report, International Foreign Exchange Concepts
Holdings Inc., which is the holding company for FX Concepts LLC,
filed the voluntary petition just eight days after FX Concepts
announced that it would close its investment management business
following the "fatal" outflow of its final remaining client.

International Foreign Exchange Concepts, L.P., and International
Foreign Exchange Concepts sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 17, 2013 (Case No. 13-13380, Bankr.
S.D.N.Y.).

The Debtors are represented by Henry P. Baer, Jr., Esq., at Finn
Dixon & Herling LLP, in Stamford, Connecticut.  The Debtors'
restructuring advisors is CDG Group.  The Debtors' special counsel
is Withers Bergman LLP.  The Debtors' notice, claims, solicitation
and balloting agent is Logan & Company, Inc.


KIK CUSTOM: Moody's Affirms B3 CFR & Rates First Lien Term Loan B2
------------------------------------------------------------------
Moody's Investors Service affirmed KIK Custom Products Inc.'s
("KIK") B3 corporate family rating ("CFR"), B3-PD probability of
default rating, B2 first lien term loan rating, and Caa2 second
lien term loan rating, and assigned B2 and Caa2 ratings
respectively to the company's proposed add-on first and second
lien term loans. KIK's rating outlook remains stable.

Net proceeds from the $275 million add-on term loans together with
a $75 million equity contribution by an affiliate of CI Capital
Partners, KIK's financial sponsor, will be used to acquire BioLab
Inc. (BioLab) for $315 million. KIK's existing $75 million ABL
revolver (unrated) will be upsized by $50 million and will be
unused at closing.

Ratings Affirmed:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$420 million First Lien Term Loan due 2019, B2 (LGD3, 38%) from B2
(LGD3, 33%)

$220 million Second Lien Term Loan due 2019, Caa2 (LGD5, 83%) from
Caa2 (LGD5, 79%)

Ratings Assigned:

New $225 million add-on First Lien Term Loan due 2019, B2 (LGD3,
38%)

New $50 million add-on Second Lien Term Loan due 2019, Caa2 (LGD5,
83%)

Outlook Action:

Remains Stable

Ratings Rationale:

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

KIK's liquidity is good, supported by pro forma cash of $17
million, expectations for annual free cash flow of $10 million,
and $120 million of availability under its upsized $125 million
ABL revolver due 2018 after $5 million of letters of credit. These
sources are ample to meet term loan amortizations of $7 million
per year. KIK will not have to comply with any financial covenant
unless its availability falls below $7.5 million, when it will
have to comply with a minimum fixed charge coverage ratio of 1x.
Moody's does not expect this covenant to be restrictive for the
foreseeable future. Access to alternative liquidity from asset
sales is unlikely because substantially all of the company's
assets are pledged as collateral for its new credit facilities.

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

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


KIT DIGITAL: NY Court Won't Revive Investor Malpractice Suit
------------------------------------------------------------
Law360 reported that a New York appeals court on Oct. 22 declined
to revive a malpractice suit brought against securities law
boutique Sichenzia Ross Friedman Ference LLP by investors in now-
bankrupt video software company KIT Digital Inc., finding
representations made by Sichenzia Ross had not caused their
losses.

According to the report, investors including Cobble Creek
Consulting Inc. claimed the New York City law firm had acted in a
manner contrary to its discussions with them and other preferred
KIT Digital shareholders by allowing language in a 2005 investment
agreement.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.

The Official Committee of Equity Security Holders tapped to retain
Brown Rudnick LLP, as lead bankruptcy counsel.

The Official Committee of Unsecured Creditors tapped to retain
Cathy Hershcopf, Esq., at Cooley LLP as its lead bankruptcy
counsel, and Odyssey Capital Group as its financial advisor.

The Debtor won confirmation of its Third Amended Plan of
Reorganization, dated as of Aug. 6, 2013, on August 7.  The Plan
became effective on Aug. 16, 2013.


LEE'S FORD: Cash Access BB&T Cash Collateral Until Nov. 11
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
entered on Oct. 11, 2013, an 18th interim order authorizing Lee's
Ford Dock, Inc., et al., to continue using cash collateral from
Oct. 11, 2013, through Nov. 11, 2013.

As adequate protection for the use of BB&T's Cash Collateral
during the month of October 2013, the Debtors will make a
monthly adequate protection payment to BB&T in the amount of
$15,000 on or before Oct. 18.

If the Debtors and the Cash Collateral Creditors are unable to
reach an agreement as to the terms of such a final order on or
before Nov. 11, 2013, then they may tender further interim orders;
provided that if no interim orders are tendered on or before
Nov. 11, this matter will come on for final hearing on Nov. 27, at
9:30 a.m., or as soon thereafter as counsel may be heard.

                        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: Sues Giants Stadium for $94 Million on Swaps
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. started a lawsuit in
bankruptcy court on Oct. 23 contending that Giants Stadium LLC is
liable for $94 million under two interest rate swaps the stadium
owner terminated just before Lehman's bankruptcy in 2008.

According to the report, Lehman's suit amounts to a counterpunch
in a long-simmering dispute over which side is liable on the
terminated swap. Giants Stadium originally filed a claim for about
$300 million. According to the complaint, hedge funds advised by
Baupost Group LLC bought the claim and amended it to seek $585
million in damages.

Lehman contends that the new claim amount is $177 million more
than the bonds themselves.

The complaint describes how Giants Stadium terminated the swap the
day before bankruptcy because Lehman's forthcoming resignation as
broker-dealer for the bonds would change the interest rate in a
manner favoring Lehman on the swaps.  Lehman contends that
termination of the swaps was ineffective under bankruptcy law.
Reorganized Lehman calculates it's owed $94 million, plus
interest, when the termination payment is properly calculated.

Pat Hanlon, a Giants spokesman, declined to comment on the
lawsuit.

The lawsuit is Lehman Brothers Holdings Inc. v. Giants Stadium
LLC, 13-bk-01554, U.S. Bankruptcy Court, Southern District of New
York (Manhattan).

                        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.


LEHMAN BROTHERS: FHFA Wants $1.2BB Claim Handled Out of Bankruptcy
------------------------------------------------------------------
Law360 reported that the Federal Housing Finance Agency on Oct. 18
requested permission to transfer a $1.2 billion dispute with
Lehman Brothers Holdings Inc. from bankruptcy court to a federal
district court, saying the matter is centered on a federal non-
bankruptcy statute.

According to the report, in court papers, the agency argues that
Lehman's alleged failure to pay back $1.2 billion, plus interest,
on loans issued by Freddie Mac a month before it entered
bankruptcy in September 2008 entitle it, as Freddie Mac's
conservator, to a priority claim to recover that amount.

                       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.


LIME ENERGY: John Hurvis Holds 25.1% Equity Stake at Oct. 10
------------------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, John Thomas Hurvis and The John Thomas Hurvis
Revocable Trust dated March 8, 2002, disclosed that as of
Oct. 10, 2013, they beneficially owned 1,203,221 shares of common
stock of Lime Energy Co. representing 25.1 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/NzAh22

                         About Lime Energy

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

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

Lime Energy disclosed in regulatory filings in July 2013, it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.


LONE PINE: Granted Chapter 15 Protection
----------------------------------------
Law360 reported that a Delaware bankruptcy judge on Oct. 18
granted Chapter 15 bankruptcy protection to Canadian energy
company Lone Pine Resources Inc., ensuring that the debtors'
American assets are protected from creditor actions while it
reorganizes.

According to the report, U.S. Bankruptcy Judge Brendan L. Shannon
granted the motion to Lone Pine Resources Canada Ltd. in its
capacity as the authorized foreign representative of Lone Pine
Resources, acknowledging Lone Pine's bankruptcy proceeding in the
Court of Queen's Bench of Alberta as a foreign main proceeding
pursuant to section 1517 of the U.S. Bankruptcy Code.

                   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.


LONGVIEW POWER: Fights to Tap $59MM Credit Line
-----------------------------------------------
Law360 reported that Longview Power LLC urged a Delaware
bankruptcy judge on Oct. 18 to overrule opposition from
contractors and let it draw on $59 million in disputed letters of
credit so it can finance repairs at its troubled $2 billion coal
plant.

According to the report, Longview claims it has an "absolute
right" to draw on the letters of credit and contractors have no
grounds to block access to those funds, which the company needs to
achieve its twin aims of fixing the plant and restructuring its
balance sheet.

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


MANTARA INC: Files Ch.11; Sells Trading Software to Deutsche Bank
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Mantara Inc., a developer trading and compliance
software for the financial services industry, filed a petition for
Chapter 11 protection on Oct. 16 and was rebuffed by the
bankruptcy judge in New York in asking for an immediate sale of
intellectual property assets to Deutsche Bank Securities Inc.
for $1.25 million.

According to the report, the New York-based company filed papers
this week setting up a hearing on Oct. 24 for approval of auction
and sale procedures.  If U.S. Bankruptcy Judge Allan Gropper goes
along, competing bids will be due Nov. 15, followed by a Nov. 19
auction.

Mantara listed assets of $12.9 million and debt totaling $8.4
million. Liabilities include $1.2 million owing to a secured
lender.

The lender agreed to accept $520,000 in full satisfaction of the
debt as long as payment arrives by tomorrow. To discharge the
debt, Mantara plans on taking out an $800,000 loan from Deutsche
Bank.

New York-based Mantara, Inc., sought protection under Chapter 11
of the Bankruptcy Code on Oct. 16, 2013 (Case No. 13-13370, Bankr.
S.D.N.Y.).  The case is before Judge Allan L. Gropper.  The Debtor
is represented by Wojciech F Jung, Esq., at Lowenstein Sandler
LLP, in New York; and Kenneth A. Rosen, Esq., at Lowenstein
Sandler LLP, in Roseland, New Jersey.


MF GLOBAL: Wants $2.5 Million Cut From Creditors' Fees
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MF Global Holdings Ltd., acting as the administrator
under a confirmed Chapter 11 plan, wants the bankruptcy judge to
cut $2.5 million from the fee request by Dewey & Leboeuf LLP and
Proskauer Rose LLP, the law firms representing the official
creditors' committee.

According to the report, the MF Global parent filed papers on
Oct. 22 saying the two firms incurred "enormous" fees in
connection with a U.K. affiliate's bankruptcy abroad. The parent
said the committee ran up "over $3.5 million" in fees just
supervising the two MF Global trustees' struggles to recover and
settle claims with the U.K. affiliate.

The U.S. Trustee, who often takes a hard line on fees, didn't have
the same objection. The Justice Department's bankruptcy watchdog
asked the judge to cut Dewey's fee by about $41,300 and
Proskauer's by about $23,500.

Martin Bienenstock, the partner who led the engagement for the
creditors at both firms, said in an e-mail that the U.S. Trustee's
objection is "well informed and says it all."

Together, the committee's two firms are seeking about $8.75
million. The committee's lawyers moved from Dewey to Proskauer
when Dewey went out of business and into its own bankruptcy.

As an alternative to cutting the firm's compensation, MF Global
asked the judge to appoint a fee examiner.

Louis Freeh, the Chapter 11 trustee for the parent, is asking for
$1 million, only 25 percent of what he could have requested for
the job. Because Freeh's fee is considerably less than the law
allows, the U.S. Trustee lodged no objection.  Freeh, a former
director of the Federal Bureau of Investigation, was a proponent
of the Chapter 11 plan approved by the bankruptcy court in April
and implemented in June.

The holding company's Chapter 11 plan secured court approval with
little difficulty after a settlement with JPMorgan Chase Bank NA
as agent for banks owed about $1.17 billion.

Professionals filed final fee requests in August. The judge will
hold a hearing on Oct. 31 to consider how much to approve.

The holding company's Chapter 11 plan was prepared and filed in
its original form by a group of creditors whose lawyers are asking
for $4.4 million for their efforts in making a "substantial
contribution" to the case.

The court-approved disclosure statement told creditors with $1.13
billion in unsecured claims against the parent holding company
they could expect a recovery of 11.4 percent to 34.4 percent. Bank
lenders had the same recovery on their $1.17 billion claim against
the holding company.

Under the settlement, the predicted recovery was 18 percent to
41.5 percent for holders of $1.19 billion in unsecured claims
against the finance subsidiary, one of the companies under Freeh's
umbrella.

James Giddens, the trustee for the brokerage unit, said all
customers could get full payment on their claims by year-end, in
part as a result of the settlement with JPMorgan.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MONTREAL MAINE: Can Obtain $3-Mil. Financing From Camden National
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine has authorized
Robert J. Keach, the Chapter 11 trustee to Montreal Maine Atlantic
Railway, Ltd., on the Debtor's behalf, to obtain postpetition
financing of up to $3,000,000 from Camden National Bank.

If the Loan is not paid in full on or before Aug. 30, 2014,
pursuant to the terms set forth in the Commitment Letter, and
subject to any extensions, waivers, modifications, or
amendments granted by the Bank in its sole discretion, then the
Chapter 11 Trustee will, and is authorized under 11 U.S.C. Section
1174 and without further Court order, to liquidate the Loan
Collateral or such portion thereof as is necessary to pay the Loan
in full.

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

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

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

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

            Wrongful Death Claimants' Limited Objection

The Unofficial Committee of Wrongful Death, consisting of
representatives of the estates of 42 out of the 47 victims (the
"Wrongful Death Claimants") of the massive explosion in Lac-
Megantic, Quebec, from the derailment of a train operated by the
Debtor said it does not oppose them proposed financing but has
concerns about certain of the proposed terms:

     1. Since the Wrongful Death Claimants, pursuant to Section
1171(a) of the Bankruptcy Code, have priority equal to expenses of
administration, the Committee requests the Court to direct that no
proceeds be used for any purpose other than post-petition working
capital (i.e., payment of post-petition operating expenses in the
ordinary course of business) without the Committee's consent, or
an order of this Court entered upon notice to the Committee.

     2. Since cross-default or cross-collateralization with an
existing prepetition obligation would almost certainly be
inappropriate, the Committee requests that either (a) the Bank and
the Trustee agree on the record to strike the reference to "any
existing" extension of credit [in the Commitment Letter annexed to
the Financing Motion], or (b) the Bank represents to the Committee
and the Court that the Bank has no prepetition claims against the
Debtor.

     3. Paragraph 5 of the Commitment Letter specifies that the
Proposed Financing will be payable on demand.  Especially in
combination with paragraph 6 of the Commitment Letter, providing
for a default interest rate of 18% per year and 4% late charge,
the making of demand by the Bank at a time when the bankruptcy
estate lacks the capability of immediate repayment would have
ruinous consequences for the estate.  The Committee has no reason
to doubt that the Bank will act in good faith with respect to any
decision to make demand for repayment.  However, the Committee
would like to share with the Bank its view that in light of the
Bank's well collateralized position and the inherent safety of a
postpetition loan, only a calamitous change in circumstances would
justify the making of demand prior to the contractual maturity
date of Aug. 30, 2014.

     4. Paragraph 6 of the Commitment Letter provides for the late
charge of 4% to be computed in respect of "the total amount due to
the Bank."  The Bank should clarify that this phrase refers only
to the total amount of any overdue installment, and not to the
total outstanding balance of the loan, even if the entire balance
were to be due by reason of the Bank having made demand or
otherwise.

     5. Events of default specified in paragraph 11 include "an
order terminating exclusivity having been entered."  While this
apparently boilerplate language does not need to be excised, the
Committee wishes to note that in light of the Trustee's
appointment, there is no period of exclusivity in respect of the
filing of a Chapter 11 plan.  The Committee reserves its right to
file a Chapter 11 plan if circumstances warrant.

                        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.


MSD PERFORMANCE: Creditors' Panel Hires Blank Rome as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of MSD Performance,
Inc. and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Blank Rome
LLP as counsel, nunc pro tunc to Sept. 17, 2013.

Blank Rome will be paid at these hourly rates:

       Bonnie Glantz Fatell          $815
       Michael B. Schaedle           $635
       Josef W. Mintz                $375
       Partners and Counsel        $390-$940
       Associates                  $250-$565
       Paralegals                  $100-$355

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

Michael B. Schaedle, Esq., partner of Blank Rome, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
motion on Nov. 1, 2013, at 9:30 a.m.  Objections, if any, are due
Oct. 28, 2013, at 4:00 p.m.

Blank Rome can be reached at:

       Michael B. Schaedle, Esq.
       BLANK ROME LLP
       One Logan Square
       130 North 18th Street
       Philadelphia, PA 19103-6998
       Tel: (215) 569-5762
       Fax: (215) 832-5762
       E-mail: schaedle@blankrome.com

                     About MSD Performance

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

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

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

The Official Committee of Unsecured Creditors appointed in the
case retained Blank Rome LLP as counsel, and Carl Marks Advisory
Group LLC as financial advisors.


MSD PERFORMANCE: Taps Carl Marks as Financial Advisors
------------------------------------------------------
The Official Committee of Unsecured Creditors of MSD Performance,
Inc. and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Carl Marks
Advisory Group LLC as financial advisors, nunc pro tunc to
Sept. 18, 2013.

The Committee requires Carl Marks to:

   (a) analyze the current financial position of the Debtors;

   (b) analyze the Debtors' business plans, cash flow projections,
       restructuring programs, and other reports or analyses
       prepared by the Debtors or their professionals in order to
       advise the Committee on the viability of the continuing
       operations and the reasonableness of projections and
       underlying assumptions;

   (c) analyze the financial ramifications of proposed
       transactions by the Debtors, including, but not limited to,
       cash management, assumption/rejection of contracts, asset
       sales, management compensation and retention and severance
       plans;

   (d) analyze the Debtors' internally prepared financial
       statements and related documentation in order to evaluate
       the performance of the Debtors as compared to projected
       results on an ongoing basis;

   (e) attend and advise at meetings with the Committee, its
       counsel, other financial advisors and representatives of
       the Debtors;

   (f) assist and advise the Committee and its counsel in the
       development, evaluation and documentation of any plans of
       reorganization or strategic transactions, including
       developing, structuring and negotiating the terms and
       conditions of potential plans or strategic transactions and
       the consideration that is to be provided to unsecured
       creditors thereunder;

   (g) prepare hypothetical liquidation analyses;

   (h) perform or review valuations, as appropriate and necessary,
       of the Debtors' corporate assets;

   (i) assist in communications with the Debtors and other
       constituents;

   (j) evaluate potential fraudulent conveyances, preferences and
       other instances where recovery is possible outside of the
       estate;

   (k) monitor the ongoing performance of the Debtors, keeping the
       Committee informed and represent the Committee's interest
       with the intention to maximize recovery for the unsecured
       creditors;

   (1) render testimony in connection with procedures (a) through
       (k) above, as required, on behalf of the Committee; and

   (m) perform other tasks and duties related to this engagement
       as are directed by the Committee and reasonably acceptable
       to Carl Marks.

In consideration for the financial advisory services to be
rendered  by Carl Marks, the Debtors will pay Carl Marks for the
services, a fixed monthly fee "Monthly Advisory fee" at the rate
of $50,000 per monthly period beginning Sept. 18, 2013, and for
each subsequent monthly period thereafter in which financial
advisory services are to be provided.

In addition, Carl Marks shall also be due a success fee, which
shall be earned in full and due upon the substantial consummation
of a Chapter 11 plan of reorganization, liquidation or otherwise
in the Debtors' Chapter 11 cases, or a sale of substantially all
of the assets of the Debtors pursuant to section 363 of the
Bankruptcy Code.

Such success fee will be in an amount equal $50,000 in the case
where a Plan or 363 Sale is expressly supported by the Committee
plus an additional $50,000 earned to be paid as an administrative
expense.  The Committee covenants that it will, by a majority vote
of its members, either expressly support or expressly not support
any Plan or 363 Sale.  In the event that the majority of the
Committee does not expressly support such Plan or 363 Sale, and
the terms of such Plan or 363 Sale are subsequently amended, the
Committee will again, by a majority vote of its members, either
expressly support or expressly not support such amended Plan or
363 Sale.

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

Christopher K. Wu, partner of Carl Marks, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
motion on Nov. 1, 2013, at 9:30 a.m.  Objections, if any, are due
Oct. 28, 2013, at 4:00 p.m.

Carl Marks can be reached at:

       Christopher K, Wu
       CARL MARKS ADVISORY GROUP LLC
       900 Third Avenue, 33rd Floor
       New York, NY 10022
       Tel: (212) 909-8400
       E-mail: cwu@carlmarks.com

                     About MSD Performance

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

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

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

The Official Committee of Unsecured Creditors appointed in the
case retained Blank Rome LLP as counsel, and Carl Marks Advisory
Group LLC as financial advisors.


MSR HOTELS: Judge Wants Secured Lender Deal Reworked
----------------------------------------------------
Law360 reported that a New York bankruptcy judge on Oct. 22
instructed MSR Hotel & Resorts Inc. to rethink a deal that would
allocate most of the proceeds of an intellectual property asset
sale to its secured lender, voicing concern over recent
developments surrounding the likely buyer.

According to the report, the proposed stipulation would provide
secured lender Midland Loan Services Inc. 80 percent of the
proceeds of the highest bid up to $10 million and 90 percent for
any amount beyond that.

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan.  MSR Hotels & Resorts, formerly known
as CNL Hospitality Properties, Inc., and as CNL Hotels & Resorts,
Inc., listed $500,001 to $1 million in assets, and $50 million to
$100 million in liabilities in its petition.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the
Debtor.

MSR Resorts sought Chapter 11 bankruptcy to thwart a lawsuit by
lender Five Mile Capital Partners that claims it is owed tens of
millions of dollars related to the recent sale of several luxury
resorts.  MSR Hotels will seek to sell its remaining assets and
wind down.

MSR Hotels, formerly known as CNL Hotels & Resorts Inc., owned a
portfolio of eight luxury hotels with over 5,500 guest rooms.  On
Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan in
February this year.  That plan was predicated on the sale of the
remaining four resorts by the Government of Singapore Investment
Corp. -- the world's eighth-largest sovereign wealth fund,
according to the Sovereign Wealth Fund Institute -- for $1.5
billion.

U.S. Bankruptcy Judge Sean Lane, who oversaw the 2011 cases,
overruled Plan objections by the U.S. Internal Revenue Service and
investor Five Mile.  The IRS and Five Mile alleged that the sale
created a tax liability of as much as $331 million that may not be
paid.

Bloomberg News reported that the exit plan provides for repayment
of 96% of secured debt and 100% of general unsecured debt.  Five
Mile stood to lose about $58 million, including investments by
pension funds and other parties, David Friedman, Esq., a lawyer
for Five Mile, said during the Plan approval hearing, according to
Bloomberg.

That Plan was declared effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.


MUSCLEPHARM CORP: Former GlaxoSmithKline Executive Named CMO
------------------------------------------------------------
MusclePharm Corporation announced that Sydney Rollock has joined
the company as chief marketing officer.  In this role, Mr. Rollock
will oversee global brand management, global marketing and sales,
as well as help lead MusclePharm's corporate strategy to
ultimately grow product lines and revenue streams.

"We are thrilled to add an executive of Sydney's caliber to our
growing company," said Brad Pyatt, founder and CEO, MusclePharm.
"Sydney brings tremendous knowledge and experience from within the
Pharma, Pharma OTC, Health & Wellness and Nutritional Supplements
categories, giving him the insight to develop targeted marketing
initiatives that will resonate with our customers."

With over 20 years of experience in marketing and general
management, Mr. Rollock has been instrumental in growing brand
portfolios in both global Fortune 500 companies (GlaxoSmithKline,
Coca-Cola, Campbell's, and General Mills) and entrepreneurial
companies.  Mr. Rollock joins MusclePharm from XXIC, where he was
Founder and President.  XXIC partnered with investors to identify
and evaluate non-core consumer Fortune 500 brand businesses in the
OTC Health & Wellness sector, with the intent of bringing buyers
and sellers together to form a stand-alone specialty premium
Consumer OTC Company.

"I'm looking forward to joining forces with MusclePharm's
executive team," said Mr. Rollock.  "I believe that there is major
growth potential with the company's cutting-edge product lines and
present and future partnerships."

Before founding XXIC, Mr. Rollock held leadership positions within
marketing and general management at Brightside Academy Inc. and at
GlaxoSmith Kline Consumer Healthcare North America as Vice
President and General Manager of two of their major business
units.  Mr. Rollock received his M.B.A. from the University of
Michigan, Ross School of Business.

Mr. Rollock will be paid an annual base salary of $225,000, and is
eligible for a bonus of up to $250,000 based upon certain
performance criteria and thresholds to be determined by the Board
of Directors and the Compensation Committee of the Board of
Directors.  Additionally, Mr. Rollock will receive an initial
stock grant of 75,000 shares of the Company's common stock, which
may be in the form of restricted stock grants or option grants, to
be determined by the Board of Directors and the Compensation
Committee of the Board of Directors

In other company matters, Executive Vice President John Bluher has
resigned to pursue a new opportunity.  Mr. Bluher will stay on the
Board of Directors until Dec. 31, 2013, as this transition
happens.

Mr. Bluher stated, "Brad and I executed a plan to recapitalize the
company and reposition MusclePharm to grow as it is.  I came here
to help with the reorganization of the company and to help seat
and run the Board as Co-Chairman.  My work is done at MusclePharm,
and I am working on a new opportunity to run my own company.  Brad
and I have an amazing friendship and mutual respect for each other
and I wish MusclePharm and Brad all the best in future success.'

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at June 30, 2013, showed $23.25 million in total
assets, $10.64 million in total liabilities and $12.61 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


MUSCLEPHARM CORP: Brad Pyatt Reports 5.8% Equity Stake
------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission on Oct. 21, 2013, Brad Pyatt disclosed that he
beneficially owned 515,418 shares of common stock of Musclepharm
Corp representing 5.79 percent of the shares outstanding.  Mr.
Pyatt is the chief executive officer, president and co-chairman of
the Board of Directors of the Company.  A copy of the regulatory
filing is available at http://is.gd/7NIJxA

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at June 30, 2013, showed $23.25 million in total
assets, $10.64 million in total liabilities and $12.61 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


MUSCLEPHARM CORP: Cory Gregory Held 3.4% Stake at March 26
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Cory Gregory disclosed that as of March 26,
2013, he beneficially owned 305,658 shares of common stock of
MusclePharm Corp representing 3.43 percent of the shares
outstanding.  Mr. Gregory is an executive vice president of the
Company.  A copy of the regulatory filing is available at:

                        http://is.gd/eMqYnK

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at June 30, 2013, showed $23.25 million in total
assets, $10.64 million in total liabilities and $12.61 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


N-VIRO INTERNATIONAL: Extends Maturity of Monroe Bank Facility
--------------------------------------------------------------
N-Viro International Corporation signed a change in terms
agreement with Monroe Bank + Trust to extend the maturity date of
the existing Commercial Line of Credit Agreement to Dec. 14, 2013,
and set the line of credit limit at $218,067.  Except for the
maturity date and the credit limit, none of the other terms or
conditions of the line of credit was changed.

                     About N-Viro International

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

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

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


NATIONAL HOLDINGS: Completes Merger With Gilman Ciocia
------------------------------------------------------
National Holdings Corporation completed its previously announced
merger with Gilman Ciocia.  The combination creates a diversified
investment bank and independent broker-dealer with more than 825
registered representatives and broad financial product and service
offerings catering to retail and institutional clients.

The announcement follows shareholder approval of the transaction
at the Special Meeting of Stockholders of Gilman Ciocia held on
Sept. 9, 2013, as well as receipt of all regulatory approvals.
Under the terms of the definitive agreement, Gilman Ciocia
shareholders received 22.7 million shares of National Holdings'
common stock, based on an exchange ratio of 0.235019 shares of the
Company's common stock.  Additionally, the consideration includes
the assumption of approximately $5.4 million in debt, which was
repaid in full at the closing of the merger.  As of the close of
business on Oct. 15, 2013, Gilman Ciocia ceased trading on the OTC
BB.

Mark D. Klein, National Holdings' chief executive officer and co-
executive chairman, commented, "The completion of our merger with
Gilman Ciocia builds upon our established corporate finance and
broker-dealer platform and represents a significant milestone in
the execution of our growth strategy.  The combination also
broadens our products and services offerings to financial planning
and tax preparation, which we expect to serve as a catalyst ahead
of the 2014 tax season beginning in our second fiscal quarter of
the year."

As part of the transaction, National Holdings will add two
independent board members, Frederick Wasserman and James Ciocia,
from Gilman Ciocia to its board of directors.  This will expand
National Holdings' board to 11 members from nine, with seven
independent board members.  These additions will further diversify
National Holdings' board while strengthening the representation
over the Company's full range of financial products and services.

National Holdings offers a variety of financial products and
services, including retail brokerage, corporate finance, sales and
trading, asset management, financial planning, market making, tax
preparation, insurance and annuities and research.  As a
subsidiary of National Holdings, Gilman Ciocia is a highly
focused, specialized firm dedicated to providing individuals with
tax preparation and financial planning services.  As of June 30,
2013, Gilman Ciocia had 26 Company-owned offices operating in New
York, New Jersey and Florida.  Leveraging its leading corporate
brand since its founding in 1981, Gilman Ciocia also provides
financial planning services through 26 independently owned and
operated offices in eight states.  For the full fiscal year ended
June 30, 2013, consolidated net revenues for Gilman Ciocia were
approximately $37.3 million.

Mark Goldwasser, president and chief executive officer of the
Company's broker-dealer subsidiary, National Securities, added,
"We are pleased to welcome Michael Ryan and the Gilman Ciocia
team.  Together, we have identified significant synergies that
make this merger attractive and we are excited by the future
prospects of our combined business and ability to gain market
share in the financial services industry.  Looking ahead, we are
quickly progressing with the integration led by Michael Ryan and
his team, and expect to realize the anticipated synergies and cost
savings ahead of schedule."

Mr. Wasserman, 59, brings to National Holdings more than 35 years
of management and financial consulting experience as a member of
several public and private company board of directors, including
as a director of Gilman Ciocia since September 2007.  He currently
serves as the president of FGW Partners, LLC, which provides
management and financial consulting services.  He received a B.S.
in Economics from The Wharton School of the University of
Pennsylvania in 1976.

Mr. Ciocia, 57, brings to National Holdings more than 30 years of
business and operating experience as well as expertise in the
areas of tax preparation and financial planning.  He has served as
chairman of Gilman Ciocia's Board of Directors and was the
principal founder of the firm in 1981.  He held the position of
CEO of Gilman Ciocia since the company's founding in 1981 until
November 2000.  He received a B.S. in Accounting from St. John's
University.

                      About National Holdings

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

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

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

                         Bankruptcy Warning

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


NAVISTAR INTERNATIONAL: Updates Description of Capital Stock
------------------------------------------------------------
Navistar International Corporation filed a report with the U.S.
Securities and Exchange Commission describing its capital stock in
order to update such description that has been previously filed by
the Company under the Exchange Act of 1934, as amended.

The Company's capital stock consists of 260,358,455 shares, of
which 220 million shares are designated as common stock, with a
par value of $0.10 per share, 358,455 shares are designated as
class B common stock, with a par value of $0.10 per share, 30
million shares are designated as preferred stock, with a par value
of $1.00 per share, and 10 million shares are designated as
preference stock, with a par value of $1.00 per share.

A complete description of the Company's capital stock is available
for free at http://is.gd/vhbiow

                   About Navistar International

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

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

                          *     *     *

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

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

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


NEXT 1 INTERACTIVE: Incurs $5.4 Million Net Loss in 2nd Quarter
---------------------------------------------------------------
Next 1 Interactive, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5.37 million on $383,851 of total revenues for the
three months ended Aug. 31, 2013, as compared with a net loss of
$211,704 on $140,860 of total revenues for the same period during
the prior year.

For the six months ended Aug. 31, 2013, the Company reported a net
loss of $6.78 million on $879,292 of total revenues as compared
with a net loss of $926,617 on $309,256 of total revenues for the
same period a year ago.

The Company's balance sheet at Aug. 31, 2013, showed $4.21 million
in total assets, $17.29 million in total liabilities and a $13.08
million total stockholders' deficit.

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

                        http://is.gd/Tf0YuK

                     About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

Next 1 Interactive disclosed a net loss attributable to the
Company of $4.19 million on $987,115 of total revenues for the
year ended Feb. 28, 2013, as compared with a net loss attributable
to the Company of $13.65 million on $1.29 million of total
revenues for the year ended Feb. 29, 2012.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2013.  The independent auditors noted
that the Company has incurred losses of $4,233,102 for the year
ended Feb. 28, 2013, and the Company had an accumulated deficit of
$71,193,862 and a working capital deficit of $13,371,094 at
Feb. 28, 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," according to the Company's annual report for the
year ended Feb. 28, 2013.


NORCRAFT CO: Moody's Places 'B3' CFR Under Review For Upgrade
-------------------------------------------------------------
Moody's Investors Service has placed Norcraft Companies, L.P.'s B3
Corporate Family Rating and its B3-PD Probability of Default
Rating under review for potential upgrade, since the company is
launching an IPO and a new senior secured term loan. Proceeds from
the IPO and the new term loan, along with some cash on hand, will
be used to refinance the company's existing debt, and to pay
related fees and expenses. Upon successful completion of the IPO
and term loan syndication, Norcraft's corporate family rating
would likely be upgraded by one notch to B2 from B3, and its
probability of default rating would improve as well to B2-PD from
B3-PD. In a related rating action, Moody's assigned a (P)B2 (LGD4,
57%) rating to the company's proposed senior secured term loan.

Ratings Rationale:

Moody's review will focus on the amount of proceeds received from
Norcraft's IPO, the size of the proposed term loan, and the
resulting impact on Norcraft's future capital structure and credit
metrics. Moody's will also assess the degree to which the
company's operating strategy and resulting levels of earnings,
cash flow generation and liquidity will benefit under a new, but
less levered capital structure. However, Norcraft's business
profile -- characterized by its small size based on revenues and
absolute levels of earnings, as well as a single line of business
-- limits upsize ratings potential.

The (P)B2 rating assigned to the proposed term loan would be in
line with the company's corporate family rating since it
represents the preponderance of debt in Norcraft's new capital
structure. The "provisional" rating indicator would be removed
upon completion of the review.

Norcraft's existing $240 million second lien senior secured notes
due 2015, currently rated B3 (LGD4, 54%), are not included in this
review. Proceeds from the IPO and the term loan, along with some
cash on hand, will be used to redeem these notes, at which time
Moody's will withdraw the assigned rating.


NORTH TEXAS BANCSHARES: DIP Request On Hold Amid Creditor Worries
-----------------------------------------------------------------
Law360 reported that North Texas Bancshares Inc. delayed its
request for $750,000 in bankruptcy financing, extended by stalking
horse bidder Park Cities Financial Group Inc. on Oct. 21 after a
surprise wave of concern from unsecured creditors emerged at the
bank holding company's first-day hearing in Delaware.

According to the report, NTBI attorney Tobey M. Daluz of Ballard
Spahr LLP told U.S. Bankruptcy Judge Kevin Gross that the holding
company's representatives would work to hammer out differences
with the creditors -- who were concerned the credit facility is
too closely tied to a proposed sale.

North Texas Bancshares of Delaware, Inc., and North Texas
Bancshares, Inc., sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 16, 2013 (Case No. 13-12699, Bankr.
D.Del.).  The case is assigned to Judge Kevin Gross.

The Debtors are represented by Tobey M. Daluz, Esq., Leslie C.
Heilman, Esq., and Matthew Summers, Esq., at BALLARD SPAHR LLP, in
Wilmington, Delaware.  The Debtors' special counsel is Bracewell &
Giuliani LLP.  The Debtors' financial advisor is Commerce Street
Capital, LLC.


OCEANSIDE MILE: Section 341(a) Meeting Set on November 18
---------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Oceanside Mile
LLC dba Seabonay Beach Resort will be held on Nov. 18, 2013, at
11:00 a.m. at RM 2612, 725 S Figueroa St., Los Angeles, CA 90017.

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

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

Oceanside Mile LLC filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  The Debtor estimated assets of at
least $10 million and liabilities of at least $1 million.  Judge
Barry Russell presides over the case.  CREIM MACIAS KOENIG & FREY
LLP serves as the Debtor's counsel.


ONCURE HOLDINGS: Wants Plan Filing Period Extended to Jan. 13
-------------------------------------------------------------
OnCure Holdings, Inc., 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 to Jan. 13, 2014, and
March 11, 2014, respectively.

On Oct. 3, 2013, the Bankruptcy Court entered an order confirming
the Plan of Reorganization for the Debtors.  As of the date of the
Motion, the Plan has not yet been consummated.  "Accordingly, the
Debtors file the Motion out of an abundance of caution in the
event that the Plan is not consummated within the Exclusive
Periods."

                        About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  Bradford C. Burkett signed the
petition as CEO.

On the Petition Date, the Debtors disclosed total assets of
$179,327,000 and total debts of $250,379,000.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP, in New York, serve as the Debtors' lead bankruptcy
counsel.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, serves as the Debtors' local
Delaware counsel.  Kurtzman Carson Consultants is the claims and
notice agent.  Match Point Partners LLC provides management
services to OnCure.

The Debtors have signed a deal to sell the business to Radiation
Therapy Services Holdings Inc. for $125 million, absent higher and
better offers. RTS's offer comprises $42.5 million in cash (plus
covering certain expenses and subject to certain working capital
adjustments) and up to $82.5 million in assumed debt.  Secured
noteholders are supporting the RTS deal.

Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and
Deloitte advise Radiation Therapy in connection with the
transaction.

Promptly before the bankruptcy filing, the Debtors entered into a
restructuring support agreement with the members of an ad hoc
committee of its secured notes, constituting 100% of the lenders
under the first lien term loan credit agreement and approximately
73% of the secured notes, pursuant to which they have agreed to
support a stand-alone restructuring of the Debtors, subject to an
auction process for a sale of substantially all of the Debtors'
assets or the equity of the reorganized Debtors pursuant to a
chapter 11 plan.

Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court
that she was unable to appoint an official committee of unsecured
creditors due to insufficient response from creditors.


ONCURE HOLDINGS: Wants Lease Decision Period Extended to January 2
------------------------------------------------------------------
OnCure Holdings, Inc., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the deadline for the Debtors to
assume or to reject non-residential real property leases for 90
days, through and including Jan. 2, 2014.

The Debtors tell the Court that although they have filed the
"Notice of Filing of Plan Schedule 5: Contracts and Leases to be
Rejected by the Debtors in Connection with the Plan or
Reorganization for OnCure Holdings, Inc. and its Affiliate Debtors
Under Chapter 11 of the Bankruptcy Code," identifying certain
Leases proposed to be rejected as of the Effective Date, the
Debtors and the Investor are still in the process of analyzing the
Leases to determine which will ultimately be assumed or rejected.

Pursuant to the Plan, all Leases will be assumed upon the
Effective Date unless specifically rejected.  However, according
to the Debtors, because the order confirming the Plan will be
entered prior to the Effective Date and, therefore, prior to the
assumption and rejection of the applicable Leases pursuant to the
Plan, the Debtors seek an extension of the Lease Deadline.

                        About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  Bradford C. Burkett signed the
petition as CEO.

On the Petition Date, the Debtors disclosed total assets of
$179,327,000 and total debts of $250,379,000.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP, in New York, serve as the Debtors' lead bankruptcy
counsel.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, serves as the Debtors' local
Delaware counsel.  Kurtzman Carson Consultants is the claims and
notice agent.  Match Point Partners LLC provides management
services to OnCure.

The Debtors have signed a deal to sell the business to Radiation
Therapy Services Holdings Inc. for $125 million, absent higher and
better offers. RTS's offer comprises $42.5 million in cash (plus
covering certain expenses and subject to certain working capital
adjustments) and up to $82.5 million in assumed debt.  Secured
noteholders are supporting the RTS deal.

Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and
Deloitte advise Radiation Therapy in connection with the
transaction.

Promptly before the bankruptcy filing, the Debtors entered into a
restructuring support agreement with the members of an ad hoc
committee of its secured notes, constituting 100% of the lenders
under the first lien term loan credit agreement and approximately
73% of the secured notes, pursuant to which they have agreed to
support a stand-alone restructuring of the Debtors, subject to an
auction process for a sale of substantially all of the Debtors'
assets or the equity of the reorganized Debtors pursuant to a
chapter 11 plan.

Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court
that she was unable to appoint an official committee of unsecured
creditors due to insufficient response from creditors.


OPPENHEIMER PARTNERS: Warnicke Replaces Gordon Silver as Counsel
----------------------------------------------------------------
The law firm of Gordon Silver has consented to the substitution of
Warnicke Law PLC, in its place and stead in the Chapter 11 case of
Oppenheimer Partners Properties, LLP.

Warnicke Law PLC accepted the substitution as counsel of record in
the place and stead of Gordon Silver.

Pursuant to Local Rule of Bankruptcy Procedure for the District of
Arizona 2090-1(e), Gordon silver served notice that Thomas E.
Littler, Esq., and Robert C. Warnicke, Esq., are no longer
associated with the law firm of Gordon Silver, counsel of record
for Oppenheimer Partners Properties, LLP.  That notice said
Courtney R. Radow, Esq., of Gordon Silver would continue to
represent Debtor in the Chapter 11 Case.

Warnicke Law PLC may be reached at:

     Warnicke Law PLC
     Robert C. Warnicke, Esq.
     777 East Thomas Road Suite 210
     Phoenix, AZ 85014
     E-mail: Robert@WarnickeLaw.net
     Tel: (602) 738-7382

             About Oppenheimer Partners Properties

Oppenheimer Partners Properties LLP owns and operates a 184-unit
residential apartment complex in Phoenix, Arizona.  Oppenheimer
purchased the property in June 2007 for $12 million through a
combination of cash and a construction loan totaling
$12.4 million.  Oppenheimer filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-33139) on Dec. 2, 2011.  Judge Sarah
Sharer Curley presides over the case.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Eric Hamburger, managing
partner.

Robert C. Warnicke, Esq., at Warnicke Law PLC, serves as counsel
to the Debtor, replacing Gordon Silver.


ORAGENICS INC: Files Copy of Investor Presentation With SEC
-----------------------------------------------------------
Oragenics, Inc., posted a slide presentation in the Investors
section of the Company's Web site http://www.oragenics.com/ The
Presentation is also expected to be used in connection with
presentations to potential investors regarding any potential
offering made pursuant to the Company's existing effective shelf
registration statement, previously filed with the U.S. Securities
and Exchange Commission.  In addition, the Company may rely on all
or part of this Presentation any time it is discussing the current
state of the Company in communications with industry analysts, at
conferences or with other investors in the Company's securities.
A copy of the presentation is available for free at:

                        http://is.gd/ZK6Ah6

                        About Oragenics Inc.

Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics.  Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3.  Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.

Oragenics incurred a net loss of $13.09 million in 2012, as
compared with a net loss of $7.67 million in 2011.  As of June 30,
2013, the Company had $7.07 million in total assets, $1.38 million
in total liabilities, all current, and $5.68 million in total
shareholders' equity.


ORCHARD SUPPLY: Plan Proposes 2%-3% Recovery for Unsecured Claims
-----------------------------------------------------------------
OSH 1 Liquidating Corporation, f/k/a Orchard Supply Hardware
Stores Corporation, et al., filed with the U.S. Bankruptcy Court
for the District of Delaware a Plan of Liquidation and Disclosure
Statement dated Oct. 9, 2013.

The Plan embodies a settlement among the Debtors, secured lenders
and the unsecured creditors committee resolving issues regarding
the use of the sale proceeds of the Debtors' assets.  The
significant terms of the Settlement are:

  * The Senior Secured Term Loan Lenders received all proceeds of
    the Sale that are not used to pay off the DIP financing loans,
    minus $25,000,000, which amount was left in the Debtors'
    estates, and $9,400,000, which amount is being held as cash
    collateral for certain letters of credit;

  * On the Plan Effective Date, $500,000 is to be paid from the
    Debtors' estates to the GUC Trust for the benefit of holders
    of Allowed General Unsecured Claims whose prepetition debts
    were not assumed by the Purchaser under the Final Asset
    Purchase Agreement (APA);

  * On the Plan Effective Date (or such later time as they may be
    monetized), the first $250,000 of any proceeds from the
    Designation Rights Sale is to be paid to the GUC Trust; and

  * The Senior Secured Term Loan Agent, the Senior Secured Term
    Loan Steering Committee, the Creditors Committee and the
    Debtors agreed to support consummation of a plan that contains
    full and complete releases to each of the parties, and that
    does not modify or adversely affect the parties' rights
    benefits and obligations under the terms of the Settlement.

The Plan divides allowed claims against, and equity interests in,
the Debtors into four classes:

   - Class 1 Senior Secured Term Loan Claims, estimated to total
     $130,700,000, are expected to have a 74%-86%.

   - Class 2 Other Secured Claims, which are not impaired and
     expected to have a 100% recovery.

   - Class 3 General Unsecured Claims, estimated to total
     $25,000,000 to $35,000,000, are expected to have a 2.1%-3%.

   - Claim 4 Equity Interests, which will receive no distribution
     under the Plan.

A full-text copy of the Disclosure Statement explaining the Plan
of Liquidation is available for free at:

       http://bankrupt.com/misc/ORCHARDSUPPLY_DSOct9.PDF

                        Adequacy Hearing

A hearing to consider approval of the proposed Disclosure
Statement is scheduled for Nov. 13, 2013 at 1:00 p.m. EST before
Judge Christopher Sontchi.  All objections and responses to
approval of the proposed Disclosure Statement must be filed so as
to be received no later than Nov. 6, at 4:00 p.m. EST.

                       About Orchard Supply

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

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16, 2013, to
facilitate a restructuring of the company's balance sheet and a
sale of its assets for $205 million in cash to Lowe's Companies,
Inc., absent higher and better offers.  In addition to the $205
million cash, Lowe's has agreed to assume payables owed to nearly
all of Orchard's supplier partners.

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

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

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

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

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


ORCHARD SUPPLY: Lease Decision Deadline Extended to Jan. 13
-----------------------------------------------------------
Judge Christopher S. Sontchi extended the deadline for OSH 1
Liquidating Corporation, f/k/a Orchard Supply Hardware Stores
Corporation, et al., to assume or reject any unexpired lease of
non-residential property through and including Jan. 13, 2014.

                       About Orchard Supply

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

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

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

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

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

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

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


ORCHARD SUPPLY: BMC Group Retention to Include Admin. Services
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
expanded the employment by OSH 1 Liquidating Corporation (f/k/a
Orchard Supply Hardware Stores Corporation) of BMC Group, Inc., to
include certain administrative services, provided, however, that
BMC will provide the Debtors with a 10% discount on all
Administrative Services, but not expenses or production cost.

                       About Orchard Supply

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

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

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

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

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

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

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


OUI FINANCING: French Safeguard Bankruptcy Plan Enforceable in US
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that France modified its bankruptcy laws in 2006 by
adopting a so-called safeguard procedure modeled in part after
Chapter 11 of the U.S. Bankruptcy Code.

According to the report, this month, U.S. District Judge Ronnie
Abrams in New York upheld a French reorganization plan and barred
a U.S. creditor from suing on the debt in New York federal court.

A French company's officer personally guaranteed a company debt
owed to the U.S. lender. After default, the borrower sought
safeguard protection and later won French court approval of a
restructuring plan paying the lender's claim in full over seven
years.

Meanwhile, the lender sued the company and the officer in New
York.  Judge Abrams dismissed the suit on Oct. 9, finding that the
French proceedings were entitled to comity.

The "French safeguard procedure affords adequate procedural
protections," Judge Abrams said. The lender's "attacks on the
French proceedings" were "emblematic of precisely the type of
hair-splitting the Second Circuit has counseled against," she
said.

Judge Abrams also enforced a French court order barring suit
against the individual officer, even though U.S. law might not
afford a corporate officer the same protection. The judge said a
judgment against the officer "would very likely interfere with the
implementation of the recently adopted safeguard plan."

The judge's opinion didn't make it clear whether the result would
have been the same as to the company officer had the plan not
provided for full payment.

The case is Oui Financing LLC v. Dellar, 12-cv-07744, U.S.
District Court, Southern District of New York (Manhattan).


OVERLAND STORAGE: Extends Office Lease With Overtape to 2019
------------------------------------------------------------
Overland Storage, Inc., entered into a Fourth Amendment to the
Lease Agreement with Overtape (CA) QRS 15-14, Inc., which amends
the lease for the Company's corporate headquarters in San Diego,
California.  Under the terms of the Amendment, the Company has,
among other things:

   (i) extended the expiration date of the Lease from
       Feb. 28, 2014, to March 31, 2019;

  (ii) reduced the rentable square footage under the Lease from
       approximately 91,300 square feet to approximately 51,065
       square feet;

(iii) reduced its monthly base rent from $165,102.08 per month to
       $125,000.00 per month from November 2013 through March
       2014, and then to $62,500.00 per month from April 2014
       through September 2014, with yearly 3.5 percent increases
       thereafter beginning in October 2014, which reductions will
       result in savings per year of more than $1,200,000
       beginning April 2014, as compared to the annualized rent
       for such facility prior to the Amendment;

  (iv) reduced its obligation to pay Common Area Expenses and R&D
       Building Expenses under the Lease in proportion to the
       reduction in rentable square footage;

   (v) agreed to pay Common Area Expenses and R&D Building
       Expenses for that portion of the Original Space vacated by
       the Company which is not occupied during a calendar year;

  (vi) obtained the right, subject to certain conditions, to
       terminate the Lease with respect to the first floor of the
       Remaining Space effective as of Oct. 31, 2015, provided
       that the Company gives the Landlord written notice of its
       election to exercise the Early Termination Right on or
       before April 30, 2015; and

(vii) granted the Landlord the right to terminate the Lease with
       respect to the First Floor Space at any time on or after
       Dec. 31, 2014, upon at least six months' prior written
       notice to the Company.  If either of the Early Termination
       Right or the Recapture Right is exercised, the Lease will
       be automatically amended further to reflect the reduced
       rentable square footage under the Lease, with corresponding
       reductions in the monthly base rent, Common Area Expenses
       and R&D Building Expenses payable by the Company, and, in
       the case of the exercise of the Early Termination Right, to
       extend the expiration date of the Lease to March 31, 2020.

                       About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.  The Company's balance
sheet at June 30, 2013, showed $31.40 million in total assets,
$41.69 million in total liabilities and a $10.29 million total
shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


PACIFIC GOLD: Effects 1-for-120 Reverse Split of Common Stock
-------------------------------------------------------------
Effective upon the opening of the market on Oct. 21, 2013, every
120 shares of Pacific Gold Corp.'s issued and outstanding Common
Stock, par value $0.0000000001, was to convert into one share of
Common Stock.  Any fractional shares resulting from the Reverse
Stock Split will be rounded up to the next whole share.  As a
result of the Reverse Stock Split, the total number of issued and
outstanding shares of the Company's Common Stock will decrease
from 3,270,157,366 pre-split shares to approximately 27,251,311
shares after giving effect to the Reverse Stock Split.

At the open of business on Oct. 21, 2013, the common stock of the
Company will trade under the symbol PCFGD for a period of 20
business days after which time the D will be removed from the
stock symbol.

                        About Pacific Gold

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

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

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


PAINTED DESERT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Painted Desert Lodging, LLC
        480 W. Deuce of Clubs
        Show Low, AZ 85901

Case No.: 13-18456

Chapter 11 Petition Date: October 23, 2013

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

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: William R. Richardson, Esq.
                  RICHARDSON & RICHARDSON, P.C.
                  1745 S. Alma School RD., #100
                  Mesa, AZ 85210-3010
                  Tel: 480-464-0600
                  Fax: 480-464-0602
                  Email: wrichlaw@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Randolph H. Tenney, managing member.

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


PANACHE BEVERAGE: Shareholders' Meeting Held on October 16
----------------------------------------------------------
Panache Beverage, Inc., held a town hall meeting with the
Company's shareholders on Oct. 16, 2013, at which a slide show and
video presentation was shown.  The slide show presentation is
available for free at http://is.gd/sDTbfr

                      About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

The Company's balance sheet at March 31, 2013, showed $2.7 million
in total assets, $6.0 million in total liabilities, and a
stockholders' deficit of $3.3 million.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its audit of the Company's financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital, and
has incurred losses from operations.


PARK SIDE: Bankr. Court Confirms Plan of Liquidation
----------------------------------------------------
Park Side Estates, LLC, last week obtained confirmation of its
First Amended Plan of Liquidation, as modified.

In a 15-page order dated Oct. 15, 2013, Judge Robert Drain found
that the Plan met each of the confirmation requirements of the
Bankruptcy Code.

As reported in the Sept. 11, 2013 edition of The Troubled Company
Reporter, the Park Side Plan provides for the sale of its real
property located at 143-159 Classon Avenue, in Brooklyn, New York,
to Classon, and thereafter the liquidation of the company.  The
purchaser will assume the existing Classon mortgage in the agreed
upon reduced amount of $17.25 million, which includes the
$2,414,500 obligation in a loan participation agreement.

Plan payments will be funded from the cash component of the
purchase price of the property, which includes the amounts
required to satisfy professional fees and the U.S. trustee's fees,
payment of real estate taxes, and the so-called estate
contribution.

The sale contract between the companies defines the estate
contribution as consisting of $400,000 on the effective date of
the liquidation plan and $425,000 within five business days of the
issuance of certificates of occupancy for the Brooklyn property
and the closing of not less than three condominiums located in the
building commonly known as 159 Classon Avenue.

Classon has also agreed to contribute the sum of $50,000 towards
funding of the plan.  Park Side estimates that the estate
contribution in the amount of $825,000 plus Classon's contribution
will result in a 100% distribution to holders of administrative
claims, priority claims, and priority tax claims and the pro rata
distribution to holders of unsecured claims.

Pursuant to the liquidation plan, equity interests in Park Side
will be canceled upon the effective date of the plan.  After the
effective date, Classon will be responsible for advancing the
balance of the estate contribution in the amount of $425,000 for
distribution to creditors in accordance with the priorities
established by U.S. bankruptcy law.

                    About Park Side Estates

Monsey, New York-based Park Side Estates, LLC, sought Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-22198) in White
Plains on Feb. 7, 2013, estimating assets and liabilities in
excess of $10 million.

The Debtor owns the real property located at 143-159 Classon
Avenue, Brooklyn, New York, improved by two buildings with 37
residential units, commercial units and parking.  It said that its
principal asset is located at 143-159 Classon Avenue, in Brooklyn.

The Debtor sought bankruptcy to trigger the automatic stay to stop
the auction.

The petition was signed by Moshe Junger as managing member.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck, P.C., serves as the Debtor's counsel.  The
Debtor estimated assets and debts of at least $10 million as of
the Petition Date.  Judge Robert D. Drain presides over the case.


PETER DEHAAN: Court Confirms Chapter 11 Plan
--------------------------------------------
Bankruptcy Judge Randall L. Dunn confirmed in all respects the
Third Amended Plan of Reorganization of Peter Dehaan Holsteins,
LLC, dated Aug. 20, 2013.  No objections to the Plan confirmation
were filed.

As reported by the Troubled Company Reporter, the Debtor will
implement the Plan primarily through earnings and the sale of
assets.

Class 6 Allowed General Unsecured Claims are expected to have a
100% recovery as well as well as Class 5 Allowed Convenience
Unsecured Claim.  Peter DeHaan, the equity security holder of the
Debtor, will retain his 100 percent membership interest in the
Debtor and Reorganized Debtor in consideration for (1) the waiver
of his claim in the amount of $1,254, (2) the sale or surrender of
the Salem Property and (3) the continued contribution of his real
property assets to be leased to and used by Debtor in its post-
confirmation dairy operations.

The Plan also provides the secured claims of Northwest Farm Credit
Services, PCA; Agricultural Services Lien Claims; Deere Credit,
Inc. and affiliates; and Naeda Financial LLC.

A copy of the Confirmation Order dated Oct. 7, 2013, as well as
Third Amended Plan of Reorganization, is available at:

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

                  About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products. In 2011, the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals. The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon. The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  Jeffrey C. Misley, Esq.
and Timothy A. Solomon, Esq. at Sussman Shank LLP, in Portland,
represent the Debtor as counsel.  In its schedules, the Debtor
disclosed $11,161,063 in assets and $8,307,564 in liabilities.


PLATINUM PROPERTIES: May Decide on CP VIII Lease by May 21
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
approved on Oct. 10, 2013, the motion of Platinum Properties, LLC,
to extended the deadline to assume or reject the Lease of the
Debtor's office space at 9757 Westpoint Drive, Indianapolis,
Indiana 46256 from Crosspoint Partners VIII, LLC to and including
the earlier of (a) May 21, 2014, or (b) the date on which a plan
of reorganization or liquidation is confirmed.

As stated in the Motion dated Oct. 10, 2013: "By its entry of the
Second Order, the Third Order, the Fourth Order, and the Fifth
Order, this Court granted four subsequent extensions of 120 days
through and including May 21, 2012, Nov. 21, 2012, May 21, 2013,
and Nov. 21, 2013, respectively.

"As of the date of this Motion, the Debtor has successfully
restructured all but one of its projects.  The Debtor is working
on developing a plan regarding its final project and for the
ultimate resolution of the Chapter 11 Case.  Rejection of the
Lease at this stage would needlessly require the Debtor to incur
additional administrative expenses in relocating its business and
securing a new office space for a limited period.  The Debtor also
reasonably does not want to incur unnecessarily any post-petition
liabilities by assuming the Lease when it has not made all
relevant decisions with regard to its exit strategy."

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee has not yet appointed a creditors committee in
the Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


RADIOSHACK CORP: Fitch Sees No Sign of Turnaround at Firm
---------------------------------------------------------
RadioShack's weak third-quarter results underscore the challenge
in producing a turnaround in the company's operations, according
to Fitch Ratings. The company reported an 8.4% comparable stores
sales decline and a nearly 800-bp gross margin contraction.

The third-quarter weakness is a partly a function of inventory
clearance, which will enable the company to have cleaner stores as
it moves into the holiday season. However, RadioShack is still in
the early stages of expanding its merchandise offerings in growing
categories such as headphones and portable speakers, and sales
from these categories will not likely be sufficient to offset the
secular declines in the company's existing mobility and consumer
electronics businesses for at least the next 12 months.

EBITDA was negative $69 million in the 12 months ended Sept. 30,
2013, and Fitch estimates it will be in the negative $80 million
to $100 million range for the full year. Broadly assuming annual
capex of $50 million and interest expense of $40 million, as well
as some benefit to working capital from the planned inventory
reduction, free cash flow (FCF) could be in the negative $100
million range for the full year.

RadioShack's liquidity will be sufficient to cover this expected
negative FCF and a fourth-quarter seasonal working capital swing
estimated at $150 million to $250 million. As of Sept. 30, 2013,
available cash stood at $316 million and revolver availability was
$296 million. In addition, the company has obtained commitments
for new five-year debt facilities that will provide $175 million
of incremental liquidity in the form of new term loans and
revolver capacity.

However, the incremental cash liquidity may only serve to offset
the higher losses incurred during the second half of the year,
leaving the company's liquidity position unchanged or only
modestly improved at the end of 2013 versus Fitch's prior
expectations. Looking beyond 2013, FCF could continue to track at
negative $100 million or more annually, and this will gradually
eat into the company's cash liquidity.

Pro forma for the new financing, the company's nearest debt
maturity will occur in 2018 when the new $585 million senior
secured ABL credit facility and new $250 million secured term loan
will mature. The only other component of RadioShack's debt
structure is a $325 million senior unsecured note issuance that
matures in May 2019.


RESIDENTIAL CAPITAL: RMBS Insurer Wants Right to Go After Claims
----------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that an insurer of some of Residential Capital LLC's residential
mortgage-backed securities says ResCap's reorganization plan could
stop it from going after the trustees that oversee the securities
trusts.

According to the report, in an Oct. 21 filing with U.S. Bankruptcy
Court in Manhattan, Syncora Guarantee Inc. said it should have a
legal right to go after the RMBS trustees' claims but won't
because of wording in the reorganization plan.

"The provisions of the plan that propose to impair or eliminate
such rights should not be approved, and as a condition of
confirmation the plan should be modified to delete exculpation of
the trustees of the Syncora trusts," Syncora said in the filing,
the report related. Without the "exculpation," Syncora argues, it
would be free to go after the claims on behalf of the RMBS trusts.

As part of ResCap's larger reorganization plan, the company
allowed a $7.3 billion claim for the trusts representing more than
one million original mortgages, the report said.  Syncora, which
insures $2.5 billion worth of the RMBS, said wording in the
reorganization plan suggests that insurers -- including itself --
will be shut out of collecting money from the trusts, even if the
trusts get payments from ResCap.

The plan says insurance companies "do not have any reciprocal
contractual rights to receive distribution for claims" on behalf
of the investments they're insuring, Syncora said, the report
further related.  ResCap lawyers didn't immediately respond to a
request for comment.


RESIDENTIAL CAPITAL: Objections Filed to Chapter 11 Plan
--------------------------------------------------------
BankruptcyData reported that multiple parties -- including the Los
Angeles County Treasurer and Tax Collector, Impac Companies,
Oracle America, Federal Home Loan Mortgage (Freddie Mac), PNC
Mortgage, Axcelera Specialty Risk, the County of San Bernardino,
Wells Fargo Bank (in its capacities as first priority collateral
agent, third priority collateral agent and collateral control
agent), the U.S. Trustee assigned to the case, the State of Ohio
and Syncora Guarantee -- filed with the U.S. Bankruptcy Court
separate objections to Residential Capital's Joint Chapter 11
Plan.

The U.S. Trustee states, "The United States Trustee objects to
confirmation of the Plan because the Plan Proponents have failed
to meet their burden of proof to show that the Plan satisfies
Section 1129 of the Bankruptcy Code. Specifically, the Plan
impermissibly provides for non-debtor third-party releases and an
exculpation provision that do not comport with Second Circuit law
or the Bankruptcy Code because they are overly broad. The United
States Trustee respectfully requests that the Court require that
the Plan Proponents narrow the third party releases and injunction
provision and/or require compliance with the law of this Circuit
and the Bankruptcy Code."

In a separate objection, Freddie Mac explains, "The Debtors' Plan
impermissibly seeks to impose a wide-ranging, nonconsensual Third
Party Release of Freddie Mac's claims against Ally Financial, Inc.
('AFI'), Ally Bank, and their non-debtor affiliates. Because the
proposed release exceeds the Court's subject matter jurisdiction,
contravenes applicable case law, and improperly seeks to constrain
Freddie Mac's conservator (the Federal Housing Finance Agency
('FHFA') from exercising its powers, the release cannot be
approved. Indeed, Fannie Mae received a substantially similar
carve-out from the Third Party Release to that which Freddie Mac
seeks here. Accordingly, Freddie Mac requests that the Court
decline to approve the Third Party Release unless Freddie Mac is
carved out from its application. Freddie Mac also reserves its
rights to object to any Plan amendment or modification that
adversely affects Freddie Mac's recoveries as currently set forth
in the Plan and accompanying disclosure statement."

                     About Residential Capital

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

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

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

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

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

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

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

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


REVSTONE INDUSTRIES: Judge Warns About Potential Trustee
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Brendan L. Shannon warned
Revstone Industries LLC and the official creditors' committee that
appointment of a Chapter 11 trustee is warranted if there's
"acrimony and deadlock between debtors and stakeholders."

According to the report, in an Oct. 22 letter to the parties,
Shannon alluded to how Revstone, a maker of truck-engine parts, is
"staggering" under a burden of "well over $15 million in accrued
professional fees." The judge said "it is not immediately apparent
to the court how these estates can carry the freight associated
with contested confirmation of competing plans."

The bankruptcy court in Delaware ended Revstone's exclusive right
to file a reorganization plan. The creditors' committee responded
by filing a plan in July. Two weeks later, Lexington, Kentucky-
based Revstone filed its own plan. After several postponements, a
hearing to consider approval of disclosure materials on the
competing plans is set for Nov. 13.

Each side says the other's plan is fatally defective. Also
undetermined is whether Shannon will let the committee bring
lawsuits on Revstone's behalf against its bankrupt unit Metavation
LLC.

Judge Shannon issued his warnings in the course of telling the
parties how he changed his mind and is allowing a creditor of
subsidiary US Tool & Engineering LLC to compel production of
documents. Although the judge said the companies can ill afford
additional expenses, Judge Shannon was convinced the creditor
demonstrated a right to obtain documents about US Tool's financial
condition and "potential estate claims."

Judge Shannon said "discovery at issue here frankly does little to
advance these cases to a satisfactory overall resolution." He said
more exchanges of evidence will "add to the amount of professional
fees burdening these estates."

Revstone said in a court filing that assets are $47.5 million with
debt totaling $88.9 million. Liabilities included $15.9 million on
secured debt owing to Wells Fargo Capital Finance LLC. Revstone
was hit with a $27.6 million judgment in April 2012 in favor of
Boston Finance Group LLC.

                About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


REVSTONE INDUSTRIES: Creditor Wins Right to Probe U.S. Tool Unit
----------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge reconsidered his
earlier denial of a request by a former employee of a Revstone
Industries LLC unit to launch an investigation of the estate,
ruling on Oct. 22 the probe can indeed go forward, but on a
limited basis.

According to the report, in a letter to attorneys in the case,
U.S. Bankruptcy Judge Brendan L. Shannon said that Patrick J.
O'Mara, a former high-level employee of Revstone affiliate U.S.
Tool & Engineering, had presented ample reason for the court to
allow a so-called "2004 examination."

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


ROSELAND VILLAGE: 4th Amended Plan Gets Confirmed in Open Court
---------------------------------------------------------------
At an Oct. 15 hearing, a Virginia bankruptcy court confirmed the
fourth amended version of Roseland Village, LLC and G.B.S.
Holding, Ltd.'s Chapter 11 Plan, as modified in open court.

The Fourth Amended Plan of Reorganization, submitted shortly
before the confirmation hearing, clarifies certain information.

The Amended Plan generally provides that the Debtor will return
804.5+/- acres included in 13 of the parcels it owns to the
secured creditors that have first liens on those parcels.  The
Debtors do not believe they have any equity in that property.

Among others things, the Plan clarifies that the Class 3 Claimant
(Secured Real Estate Taxes Owed to Chesterfield County) is
unimpaired.  It may elect to seek collection of the taxes owed to
it by Roseland Village at any time after the Plan Effective Date.

The treatment on Class 8 Franklin Federal Savings and Loan Claim
is further simplified.  On the Effective Date, the Debtor will
convey to Franklin Federal or its assignee the collateral subject
to Franklin Federal's lien that is owed to G.B.S. Holding; or
Franklin Federal may elect to foreclose on its collateral.

Item 9.19 on the provision of Injunction Against Officers and
Guarantors has been deleted in the latest version of the Plan.
That provision would have served to enjoin creditors of the
Debtors to seek payment from any guarantor of the Debtor during
the period the Plan is being carried out.

A full-text copy of the Fourth Amended Plan dated Oct. 14, 2013 is
available for free at:

   http://bankrupt.com/misc/ROSELANDVILLAGE_4thAmdPlanOct14.PDF

Bruce Arkema, Esq., and Kevin Funk, Esq., appeared at the hearing
on behalf of the Debtor; Paul Bliley for Central Va Bank; Vernon
Inge for Essex Bank; Robert Westermann for BB Hunt LLC; and
Michael Mueller for Virginia Commonwealth Bank.

                     About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case. Bruce E.
Arkema, Esq., and Kevin J. Funk, Esq., at DurretteCrump PLC, serve
as the Debtor's bankruptcy counsel.  G.B.S. disclosed $42,950,000
in assets and $38,208,142 in liabilities as of the Chapter 11
filing.  The petition was signed by George B. Sowers, Jr.,
president, who serves as G.B.S.'s designee pursuant to a court
order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd.,
owns 50% of Roseland Village, LLC.  DurretteCrump also represents
Roseland Village.

Roseland Village and GBS jointly own 1,288+/- acres adjoining each
other that are jointly part of a larger assemblage of land, known
as Roseland, which has been given approval from Chesterfield
County as a Master Planned Development consisting of more than 1.5
million square feet of commercial space and more than 5,600
housing units.  Roseland consists of 29 separate parcels that were
acquired over a nine-year period.  The property is located south
of Route 288 at its intersection with Woolridge Road.  Development
of the assembled parcel will take place in some cases without
regard to the property lines of the original 29 parcels that
comprise the land titled to GBS and Roseland Village.


SAND TECHNOLOGY: Files Copy of Plan of Arrangement With SEC
-----------------------------------------------------------
Sand Technology Inc. delivered to the U.S. Securities and Exchange
Commission a copy of its Arrangement Agreement with N. Harris
Computer Corporation pursuant to which Harris will acquire all of
the issued and outstanding shares of the Company.

The transaction outlined in the Arrangement Agreement, subject to
certain customary conditions, is expected to close in November
2013.  The aggregate purchase price payable by Harris pursuant to
the Arrangement Agreement is a minimum of C$3,650,000 in cash,
subject to certain upward adjustments to reflect cash received
prior to the closing of the transaction in payment of specific
accounts receivable of Sand.

A copy of the Arrangement Agreement is available for free at

                        http://is.gd/d239KF

A copy of the Plan of Arrangement is available for free at:

                        http://is.gd/PoBbjY

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

As of April 30, 2013, the Company had C$2.86 million in total
assets, C$3.64 billion in total liabilities and a C$787,933
shareholders' deficiency.

"With the exception of the year ended July 31, 2012, the Company
has incurred operating losses in the past years and has
accumulated a deficit of $42,992,975 as at April 30, 2013.  The
Company has also generated negative cash flows from operations.
Historically, the Company financed its operating and capital
requirements mainly through issuances of debt and equity.  The
Company's continuation as a going concern is dependent upon,
amongst other things, attaining a satisfactory revenue level, the
support of its customers, a return to profitable operations and
the generation of cash from operations, the ability to secure new
financing arrangements and new capital.  These matters are
dependent on a number of items outside of the Company's control.
These material uncertainties cast substantial doubt regarding the
Company's ability to continue as a going concern," according to
the Company's quarterly report for the period ended April 30,
2013.


SAVIENT PHARMACEUTICALS: Employs Cole Schotz as Conflicts Counsel
-----------------------------------------------------------------
Savient Pharmaceuticals, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Cole,
Schotz, Miesel, Forman & Leonard, P.A., as conflicts counsel.

The firm will be paid the following hourly rates: $375 to $800 for
members and special counsel, $195 to $420 for associates, and $170
to $250 for paralegals.  The firm will also be reimbursed for any
necessary out-of-pocket expenses.

The current rates of Cole Schotz professionals expected to perform
work in the Debtors' cases are:

  J. Kate Stickles, Esq. -- kstickles@coleschotz.com          $640
  David R. Hurst, Esq. -- dhurst@coleschotz.com               $590
  Therese A. Scheuer, Esq. -- tscheuer@coleschotz.com         $340
  Mark Tsukerman, Esq. -- mtsukerman@coleschotz.com           $290
  Pauline Z. Ratkowiak, paralegal                             $245

Mr. Hurst, a member in the law firm of Cole, Schotz, Miesel,
Forman & Leonard, P.A., 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.  In connection with entry into
its original engagement agreement with the Debtors dated as of
March 11, 2013, the firm received a retainer in the amount of
$75,000.  In the one-year period prior to the Petition Date, the
firm was paid a total of $643,299.  Of that amount, $79,665 was
paid on account of estimated fees and expenses to be incurred from
Oct. 4, 2013, through the Petition Date.

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.


SAVIENT PHARMACEUTICALS: Hires Lazard Freres as Investment Banker
-----------------------------------------------------------------
Savient Pharmaceuticals, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ
Lazard Freres & Co. LLC as the investment banker.

The firm will be paid a monthly fee of $150,000, payable on May 1,
2013, and on the first date of each month thereafter until the
earlier of the completion of a restructuring or sale transaction
or the termination of Lazard's engagement.  The firm will also be
paid a restructuring fee of $2,375,000, plus, in the case of a
sale transaction, 3.5% of the portion of the aggregate
consideration in excess of $55,000,000.  Upon consummation of a
financing, a fee will also be paid to the firm.  The firm will
also be reimbursed for any necessary out-of-pocket expenses.

David S. Kurtz, a vice chairman of U.S. Investment Banking of
Lazard Freres & Co. LLC, 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.

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.


SAVIENT PHARMACEUTICALS: Employs GCG Inc. as Claims & Admin. Agent
------------------------------------------------------------------
Savient Pharmaceuticals, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to GCG, Inc.,
as administrative agent.

The Debtors, in a separate application, have sought and obtained
Court authority to employ GCG as claims and noticing agent.

According to Angela Ferrante, vice president, bankruptcy
operations, at GCG, Inc., the Debtors agreed to pay the firm a
retainer of $30,000 and reimburse the firm for any necessary out-
of-pocket expenses.

Ms. Ferrante assures the Court that her 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.

A hearing on the Debtors' request to employ GCG as administrative
agent 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.


SEQUENOM INC: Obtains "Markman Ruling" From Calif. District Court
-----------------------------------------------------------------
Sequenom, Inc., received a claim construction order and opinion,
also known as a "Markman ruling," from the U.S. District Court for
the Northern District of California in connection with the
Company's ongoing patent litigation with Ariosa Diagnostics, Inc.,
Natera, Inc., and Verinata Health, Inc., Case Nos. C 11-06391 SI,
C 12-00132 SI and C 12-00865 SI, respectively.

The litigation involves the Company's claims against Ariosa,
Natera and Verinata for infringement of U.S. Patent No. 6,258,540,
which is exclusively licensed to the Company.

The litigation also involves Verinata's claims against the Company
for infringement of U.S. Patent Nos. 7,888,017, 8,008,018, and
8,195,415, which are exclusively licensed to Verinata.

A Markman ruling is an order by a court that determines the
meaning of certain patent claim terms as requested by one or more
of the parties to a lawsuit, including the court's determination
that certain terms do not require construction.  The ruling in
this case follows a Markman hearing held on Sept. 12, 2013.

No trial date has been scheduled in any of the cases.  A case
management conference is set for Nov. 6, 2013.  The Company cannot
predict the outcome of these matters.

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  As of June 30, 2013, the Company had $192.76 million in
total assets, $199.14 million in total liabilities and a $6.38
million total stockholders' deficit.


SOUTHERN OAKS: Court Confirms 2nd Amended Plan of Reorganization
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
entered on Oct. 11, 2013, an order confirming the Second Amended
Plan of Reorganization of Southern Oaks of Oklahoma, LLC, dated
May 15, 2013.

Any objections to claims must be filed with the Court within 30
days of the entry of the Order.

As reported in the TCR on Sept. 5, 2013, Judge Niles Johnson
approved the Disclosure Statement filed by the Debtor with respect
to its Second Amended Chapter 11 Plan as containing adequate
information pursuant to Sec. 1125 of the Bankruptcy Code.

The Troubled Company Reporter reported on June 2, 2013, that the
Plan dated May 15, provides that general unsecured creditors are
classified in Class 20, and will receive a distribution of 100% of
their allowed claims, with interest in 60 equal monthly
installments or as earlier paid in full.  Payments and
distributions under the Plan will be funded by (i) rents, issues
and profits of the property of the Debtor; (ii) rents, issues and
profits of property of the members or affiliates of the Debtor;
(iii) sales of property or refinancing of debt before maturity;
and contributions by the members of the Debtor.

                        About Southern Oaks

Southern Oaks of Oklahoma, LLC, owns a 126-unit apartment complex
in south Oklahoma City, 115 single family residences, 10
residential duplexes and 4 commercial properties in the Oklahoma
City Metro area and a 100 unit apartment complex in Pryor,
Oklahoma.  The Company operates the non-apartment properties by
and through an affiliate property management company, Houses For
Rent of OKC, LLC, who advertises, leases, collects rents, pays
expenses, provides equipment, labor and materials for maintenance,
repairs and make-ready services.

The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Okla.
Case No. 12-10356) on Jan. 31, 2012.  Judge Niles L. Jackson
presides over the case.  Ruston C. Welch, at Welch Law Firm, P.C.,
represents the Debtor as counsel.  It scheduled $14,788,414 in
assets and $15,352,022 in liabilities.  The petition was signed by
Stacy Murry, manager of MBR.

Affiliates that filed separate Chapter 11 petitions are
Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382)
on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case
No. 11-10717) on Feb. 23, 2011.

Southern Oaks owns a 126-unit apartment complex in south Oklahoma
City, 115 single family residences, 10 residential duplexes and 4
commercial properties in the Oklahoma City Metro area and a 100
unit apartment complex in Pryor, Oklahoma.  Southern Oaks operates
the non-apartment Properties by and through an affiliate property
management company, Houses For Rent of OKC LLC, who advertises,
leases, collects rents, pays expenses, provides equipment, labor
and materials for maintenance, repairs and make ready services.

On Jan. 12 and 27, 2012, the Debtor's ownership and operation of
the Properties was consolidated by the merger of various affiliate
entities with the Debtor being the surviving entity.  Those
entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail
13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th,
LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC;
QCB 08, LLC; and Prairie Village of Oklahoma, LLC.


SPECIALTY PRODUCTS: PI Committee & FCR File 3rd Amended Plan
------------------------------------------------------------
A Third Amended Plan and Disclosure Statement was submitted by the
Official Committee of Asbestos Personal Injury Claimants and the
Future Claimants' Representative for Specialty Products Holdings
Corp. dated Oct. 15, 2013.

The Third Amended Disclosure Statement clarifies that the Plan is
not a Plan for Bondex International, Inc.

The Third Amended Plan provides that: (i) SPHC and the Reorganized
SPHC Companies will be separated from their non-Debtor direct or
indirect parent Bondex International as well as all Bondex
International Affiliates and all Asbestos PI Trust Assets will be
contributed to the Asbestos PI Trust; (ii) Reorganized SPHC will
be managed and/or sold for the benefit of holders of all Claims
that are not paid in Cash, subordinated, cancelled or otherwise
treated pursuant to the Plan; (iii) all of SPHC's Causes of Action
will survive; (iv) Asbestos PI Trust Claims against SPHC will be
channeled to the Asbestos PI Trust in accordance with the Asbestos
PI Trust Distribution Procedures; and (v) current SPHC Equity
Interests will be cancelled, annulled, and extinguished.

The Amended Plan contemplates the establishment of an Asbestos PI
Trust, which will be funded with the Asbestos PI Trust
Contribution.

Reorganized SPHC will be managed and/or sold for the benefit of
holders of all claims that are not paid in Cash, subordinated,
cancelled or otherwise treated pursuant to the Plan.  Current SPHC
Equity Interests will be cancelled, annulled, and extinguished and
new SPHC stock will be issued.

The Amended Plan reiterates that holders of Allowed General
Unsecured Claims against SPHC (Class 3) and Allowed Intercompany
Claims against SPHC (Class 5) will receive: (i) Pro Rata share of
Cash equal to the Allowed amount of the claim; or (ii) other
treatment as the Plan Proponents and the claim holder will agree.

The Third Amended Disclosure Statement also provides updates on
the progress of SPHC's Chapter 11 proceedings.

It is also revealed that the Plan Voting Agent is Logan & Company,
Inc., at 546 Valley Road, in Upper Montclair, New Jersey 07043.

A full-text copy of the Disclosure Statement dated Oct. 15, 2013,
is available for free at:

      http://bankrupt.com/misc/SPECIALTYPRODUCTSds1015.PDF

                       Previous Objections

As earlier reported by The Troubled Company Reporter, the second
amended version of the Plan proposed by the PI Committee and the
FCR was met with objections from, among others, the Debtor and a
couple of Ohio state agencies.  The Objectors asserted the Plan
documents do not contain adequate information and have provisions
that violate the Bankruptcy Code.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


SPENDSMART PAYMENTS: Has $4.6MM Restated Net Loss in March 31 Qtr.
------------------------------------------------------------------
The SpendSmart Payments Company filed on Oct. 21, 2013, Amendment
No. 1 to its quarterly report on Form 10-Q for the quarterly
period ended March 31, 2013, which was originally filed with the
SEC on May 17, 2013.

According to the Company, on Aug. 19, 2013, after consulting with
the Company's Audit Committee, management concluded it had
incorrectly calculated its historical volatility for the fiscal
years ended Sept. 30, 2012, and 2011.  The error also impacted the
three and six months ended March 31, 2013, and 2012.

The error specifically related to an excel spreadsheet calculation
whereby it was calculating a volatility that was significantly
higher than it should have been.  The historical volatility is a
key assumption and driver in determining the valuation of the
company's stock based compensation and derivative liabilities.
The impact of the change affects the derivative liabilities,
changes in fair value of derivative liabilities, and stock based
compensation as of and for the three and six months ended
March 31, 2013, and 2012.

For the three and six months ended March 31, 2013, the Company's
net loss totaled $4.6 million,588,648 and $5.0 million,
respectively ($1.9 million and $5.4 million for the three and six
months ended March 31, 2012, respectively).

The Company had total revenues of $298,686 and $546,182 for the
three and six months ended March 31, 2013 ($282,339 and $517,515,
for the three and six months ended March 31, 2012, respectively).

The Company's balance sheet at March 31, 2013, showed $2.8 million
in total assets, $1.7 million in total current liabilities, and
stockholders' equity of $1.1 million.

A copy of the Form 10-Q/A for the three months ended March 31,
2013, is available at http://is.gd/MbF4XC

The Company also restated its quarterly Report for the three
months ended Dec. 31, 2012, which was originally filed with the
SEC on Feb. 12, 2013.

A copy of the Form 10-Q/A for the three months ended Dec. 31,
2012, is available at http://is.gd/FoWAro

Des Moines, Iowa-based The SpendSmart Payments Company is a
Colorado corporation.  Through its subsidiary incorporated in the
state of California, The SpendSmart Payments Company ("SpendSmart-
CA"), the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."


SPENDSMART PAYMENTS: Incurs $4.1-Mil. Net Loss in June 30 Quarter
-----------------------------------------------------------------
The SpendSmart Payments Company filed its quarterly report on Form
10-Q, reporting a net loss of $4.1 million on $244,011 of revenues
for the three months ended June 30, 2013, compared with a net loss
of $2.8 million on $259,290 of revenues for the three months ended
June 30, 2012.

For the nine months ended June 30, 2013, the Company had a net
loss of $9.1 million on $790,194 of revenues, compared with a net
loss of $8.1 million on $776,805 of revenues for the nine months
ended June 30, 2012.

The Company's balance sheet at June 30, 2013, showed $1.4 million
in total assets, $1.9 million in total current liabilities, and a
stockholders' deficit of $540,393.

A copy of the Form 10-Q is available at http://is.gd/Gge3HM

Des Moines, Iowa-based The SpendSmart Payments Company is a
Colorado corporation.  Through its subsidiary incorporated in the
state of California, The SpendSmart Payments Company ("SpendSmart-
CA"), the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."


SPRINGLEAF FINANCE: Nardone and Smith Resign From Board
-------------------------------------------------------
In connection with the consummation of the initial public offering
of common shares of Springleaf Holdings, Inc., Randal A. Nardone
and Peter M. Smith on Oct. 15, 2013, resigned from the Board of
Directors of Springleaf Finance Corporation.  Messrs. Nardone and
Smith resigned so that the membership of the Company's Board of
Directors would be the same as Parent's Board of Directors, which
has a majority of independent directors.

Also on Oct. 15, 2013, Springleaf Holdings adopted the Springleaf
Holdings, Inc. 2013 Omnibus Incentive Plan.

                     About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

As of June 30, 2013, the Company had $13.47 billion in total
assets, $12.18 billion in total liabilities and $1.28 billion in
total shareholders' equity.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

In the June 5, 2012, edition of the TCR, Moody's Investors Service
downgraded Springleaf Finance Corporation's senior unsecured and
corporate family ratings to Caa1 from B3.

As reported by the TCR on Sept. 2, 2013, Fitch Ratings has
upgraded the long-term Issuer Default Rating (IDR) of Springleaf
Finance Corporation to 'B-' from 'CCC'.

As reported by the TCR on Oct. 17, 2013, Moody's Investors Service
upgraded Springleaf Finance Corporation's corporate family and
senior unsecured ratings to B3 from Caa1 and assigned a stable
outlook.  Moody's upgrade of Springleaf's corporate family and
senior unsecured ratings to B3 reflects the company's progress in
strengthening liquidity, improving operating performance, and
reducing leverage.


STELLAR BIOTECHNOLOGIES: Incurs $1.2 Million Loss in 3rd Quarter
----------------------------------------------------------------
Stellar Biotechnologies Inc. reported a loss and comprehensive
loss of $1.17 million on $72,214 of revenues for the three months
ended May 31, 2013, as compared with a loss and comprehensive loss
of $1.40 million on $43,169 of revenues for the same period during
the prior year.

For the nine months ended May 31, 2013, the Company reported a
loss and comprehensive loss of $5.58 million on $250,422 of
revenues as compared with a loss and comprehensive loss of $3.48
million on $236,776 of revenues for the same period a year ago.

The Company's balance sheet at May 31, 2013, showed $2.23 million
in total assets, $5.35 million in total liabilities and a $3.11
million total shareholders' deficiency.

"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," the
Company said in the report.

A copy of the Interim Report is available for free at:

                         http://is.gd/FXuXuI

                             About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'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.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.


T3 MOTION: Securities Delisted From NYSE MKT
--------------------------------------------
NYSE MKT LLC filed a Form 25 with the U.S. Securities and Exchange
Commission to remove from listing or registration the common
stock, par value $0.001 per share, Class H Warrants and Class I
Warrants of T3 Motion, Inc.

                          About T3 Motion

Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.

T3 Motion reported a net loss of $21.52 million on $4.51 million
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $5.50 million on $5.29 million of net revenues
during the prior year.  The Company's balance sheet at March 31,
2013, showed $3.07 million in total assets, $19.63 million in
total liabilities, all current, and a $16.55 million total
stockholders' deficit.

"The Company has incurred significant operating losses and has
used substantial amounts of working capital in its operations
since its inception (March 16, 2006).  Further, at March 31, 2013,
the Company had an accumulated deficit of $(76,980,775) and used
cash in operations of $(1,614,252) for the three months ended
March 31, 2013.  These factors raise substantial doubt about the
Company's ability to continue as a going concern for a reasonable
period of time," according to the Company's Form 10-Q for the
period ended March 31, 2013.


TC GLOBAL: Seeks $550,000 From Buyer for Post-Closing Costs
-----------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that a
group of investors once led by actor Patrick Dempsey may have to
pay a little more than $9.1 million for the Tully's coffee shops.

According to the report, lawyers for the Tully's estate filed a
lawsuit on Oct. 22 to push the buyers to pay about $550,000 worth
of additional post-closing costs.  In the lawsuit filed in U.S.
Bankruptcy Court in Seattle, the lawyers who handled the chain's
sale of its 47 stores argued that the purchasing investor group,
Global Baristas LLC, owes them more money after making purchase
price adjustments, the report related.

The seven-page lawsuit asks Judge Karen Overstreet to force the
buyers, who kept the 480-worker chain alive after years of
struggling, to pay up, the report said.

The investor group, which has since broken up with "Grey's
Anatomy" star Dempsey, beat Starbucks at a 13-hour bankruptcy
auction earlier this year, the report further related.  The deal
kept Starbucks from dismantling stores and allowed Tully's
customers to use $5.4 million worth of unspent gift cards. The
chain was also able to continue selling Green Mountain-brewed
coffee.

                           About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

A Bloomberg report discloses that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


TECHPRECISION CORP: Marcum Replaces KPMG as Accountants
-------------------------------------------------------
KPMG LLP, the independent registered public accounting firm of
TechPrecision Corporation, notified the audit committee of the
board of directors of the Company that it would not, if it were
asked to do so, stand for reappointment as the Company's
independent registered public accounting firm for the year ending
March 31, 2014.

The audit reports of KPMG on the Company's consolidated financial
statements as of and for the years ended March 31, 2013, and 2012,
did not contain any adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or
accounting principles, except as follows:

KPMG's report on the consolidated financial statements of the
Company as of and for the years ended March 31, 2013, and 2012,
contained a separate paragraph stating that "the Company was not
in compliance with the fixed charges and interest coverage
financial covenants under their credit facility, and the Bank has
not agreed to waive non-compliance with the covenants.  Since the
Company is in default, the Bank has the right to accelerate
payment of the debt in full upon 60 days written notice.  The
Company has suffered recurring losses from operations, and the
Company's liquidity may not be sufficient to meet its debt service
requirements as they come due over the next twelve months.  These
circumstances raise substantial doubt about the Company's ability
to continue as a going concern.  Management's plans in regard to
these matters are also described in note 1.  The consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty."

As a result of the decision of KPMG to not stand for
reappointment, the Audit Committee selected Marcum LLP as the
independent registered public accounting firm of the Company and
engaged Marcum as the Company's independent registered public
accounting firm on Oct. 14, 2013.

During the Company's fiscal years ended March 31, 2013, and 2012,
and through Oct. 14, 2013, neither the Company nor anyone acting
on its behalf consulted with Marcum with respect to either the
application of accounting principles to a specified  transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on the Company's consolidated financial
statements, and no written report or oral advice was provided by
Marcum to the Company that Marcum concluded was an important
factor considered by the Company in reaching a decision as to the
accounting, auditing, or financial reporting issue or any other
matter or reportable event listed in Items 304(a)(2)(i) and (ii)
of Regulation S-K.

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

                         http://is.gd/olfBtt

                         About TechPrecision

TechPrecision Corporation (OTC BB: TPCSE), through its wholly
owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical
Components Co., Ltd., globally manufactures large-scale, metal
fabricated and machined precision components and equipment.

Loss from operations was $1.6 million in fiscal 2013 compared to
an operating loss of $3.4 million in fiscal 2012.

The Company's balance sheet at June 30, 2013, showed $19.05
million in total assets, $10.13 million in total liabilities and
$8.91 million in total stockholders' equity.

In their report on the consolidated financial statements for the
year ended march 31, 2013, KPMG LLP, in Philadelphia, Pa., said
that the Company was not in compliance with the fixed charges and
interest coverage financial covenants under their credit facility,
and the Bank has not agreed to waive the non-compliance with the
covenants.  "Since the Company is in default, the Bank has the
right to accelerate payment of the debt in full upon 60 days
written notice.  The Company has suffered recurring losses from
operations, and the Company's liquidity may not be sufficient to
meet its debt service requirements as they come due over the next
twelve months.  These circumstances raise substantial doubt about
the Company's ability to continue as a going concern."


TGGT HOLDINGS: Moody's Assigns 'B2' CFR & Rates $550MM Loan 'B2'
----------------------------------------------------------------
Moody's Investors Service assigned a first time B2 Corporate
Family Rating (CFR) to TGGT Holdings, LLC, a B2 rating to the
company's proposed $550 million senior secured term loan due 2020,
and a Ba2 rating to the company's proposed four-year $50 million
senior secured revolving credit facility. Moody's also assigned a
SGL-2 Speculative Grade Liquidity Rating and a stable rating
outlook. The proceeds from the term loan will be used to partially
finance the purchase of TGGT by Azure LLC (Azure), a private
equity owned midstream company recently formed for purposes of
this acquisition. TGGT is a being sold by its joint owners, EXCO
Resources, Inc. (EXCO, B1 stable) and British Gas Group (BG, a
holding company of BG Energy, A2 negative). The ratings assigned
are subject to a review of the final agreements.

"TGGT's B2 ratings reflect the risks of its small scale and
concentration in the Haynesville Shale natural gas play,"
commented Pete Speer, Moody's Vice-President. "Supporting the
rating is the significant equity contribution from its ownership,
which provides it with reasonable initial financial leverage for
its rating."

Assignments:

Issuer: TGGT Holdings, LLC

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B3-PD

Senior Secured Term Loan Rating, Assigned B2, LGD 3 (36%)

Senior Secured Revolving Credit Facility, Assigned Ba2, LGD 1 (0%)

Speculative Grade Liquidity Rating, Assigned SGL-2

Rating outlook, Stable

Ratings Rationale:

Following the closing of the acquisition, TGGT will be the primary
operating subsidiary of Azure. TGGT is engaged in natural gas
gathering, compression, treating, transportation, and marketing in
the Haynesville Shale and Cotton Valley region of east Texas and
northwest Louisiana. TGGT is being acquired by Azure for
approximately $910 million. Azure's largest investors will be a
fund managed by Energy Spectrum Capital, limited partners in that
fund, and Tenaska Biofuels LLC (Tenaska), a private energy
company. As part of its equity investment in Azure, Tenaska is
contributing a pipeline and gathering system (ETG system)
operating in the same basins as TGGT.

TGGT's B2 Corporate Family Rating reflects the risks associated
with the recent formation of its parent company and lack of a
track record operating the TGGT and ETG assets. The rating also
incorporates its relatively small scale and concentrated
operations in the Haynesville Shale, a gas producing region that
has seen significant curtailments and reduced drilling activity in
a weak natural gas pricing environment. EXCO and BG make up a high
proportion of TGGT's total throughput and revenues. Offsetting
some of these concentration risks and exposure to natural gas,
TGGT has lower financial leverage than similarly rated peers and
should generate stable cash flows from fee-based and fixed margin
contracts that eliminate direct commodity price exposure. However,
there is execution and funding risks involved in future expansion
projects and potential acquisitions as the company looks to
consolidate its market position in the Haynesville/Cotton Valley
region and expand into other basins.

The B2 rating on the proposed term loan reflects both the overall
probability of default of TGGT, to which Moody's assigned a PDR of
B3-PD, and a loss given default of LGD 3 (36%). The proposed
revolver reflects the same overall probability of default and a
loss given default of LGD 1 (0%). The $550 million senior secured
term loan and $50 million senior secured revolving credit facility
are both secured by a first lien on all of TGGT's assets; however,
the credit facility will have first priority repayment ahead of
the term loan. The small size of the revolver's priority claim is
not large enough to result in a notching down of the term loan
under Moody's Loss Given Default (LGD) Methodology, resulting in
the term loan being rated the same as the B2 CFR. Conversely, the
priority claim of the revolver and its small size relative to the
overall capital structure results in it being rated Ba2, three
notches above the CFR. Since the entire capital structure includes
only bank debt, a 65% recovery rate was used in determining the
LGD estimates.

TGGT's SGL-2 reflects good liquidity with an estimated $24 million
of cash following the proposed acquisition and related financing,
and an undrawn $50 million senior secured revolving credit
facility that will mature in 2017. TGGT's assets are relatively
new and therefore need very little maintenance capex and planned
growth capital expenditures are not significant. The company does
not plan to make any distributions to its owners as the primary
uses of its free cash flow are expected to be for acquisitions or
debt reduction. The term loan's mandatory amortization is a
manageable 1% per annum.

TGGT 's credit facility has proposed financial covenants that
include a leverage ratio not to exceed 5.0x with step downs to be
determined, and an interest coverage ratio of at least 2.5x.
Moody's expects the headroom for compliance with these covenants
to be reasonable based on the company's projections for 2014.

The stable rating outlook reflects Moody's expectation that
management will prudently manage TGGT's liquidity and debt levels
consistent with the current overall declining volume trend in its
operating areas. A positive rating action can result if TGGT
significantly increases its earnings and geographic
diversification through acquisitions while maintaining relatively
low financial leverage. EBITDA above $200 million with increased
basin and customer diversification, while maintaining Debt /
EBITDA around 4.0x could result in a ratings upgrade. TGGT's
ratings could be downgraded if its gathering volumes and earnings
fall significantly below the company's forecasts or if its
liquidity deteriorates. Debt funded acquisitions that increase
financial leverage could also pressure the ratings. Debt/EBITDA
sustained above 5x could result in a ratings downgrade.


TITAN ENERGY: Posts $303,400 Net Income in Third Quarter
--------------------------------------------------------
Titan Energy Worldwide, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $303,451 on $5.30 million of net sales for the three
months ended Sept. 30, 2013, as compared with a net loss of
$470,649 on $5.85 million of net sales for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $305,159 on $16.39 million of net sales as compared with
a net loss of $1.15 million on $14.46 million of net sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $6.24
million in total assets, $9.61 million in total liabilities and a
$3.37 million total stockholders' deficit.

"The Company believes it will be profitable for the year 2013 and
is in the process of restructuring its balance sheet.  However,
the accumulated deficit and the notes that are in default raise
substantial doubt as to the Company's ability to continue as a
going concern," the Company said in the Report.

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

                        http://is.gd/8l8bXS

                        About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.


TOWN SPORTS: S&P Assigns 'B+' Rating to $370MM Credit Agreement
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on New York City-based fitness club
operator Town Sports International Holdings Inc.  The rating
outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating to Town
Sports International LLC's proposed $370 million credit agreement,
consisting of a $45 million revolver due 2018 and a $325 million
term loan B due 2020.  The recovery rating on the credit agreement
is '3', indicating S&P's expectation for meaningful (50% to 70%)
recovery for lenders in the event of a payment default.

TSI plans to use the proceeds of the proposed term loan to fully
refinance its existing term loan ($315.8 million outstanding at
June 30, 2013) and to pay for fees and expenses.  Concurrent with
the proposed refinancing, Town Sports International LLC plans on
distributing $45 million of cash on hand to TSI, to be held at TSI
to fund around three years' of future annual dividend payments.

"Our 'B+' corporate credit rating on Town Sports reflects our
assessment of the company's business risk profile as "weak" and
its financial risk profile as "aggressive," according to our
criteria," said credit analyst Ariel Silverberg.

The stable rating outlook reflects S&P's expectation that adjusted
FFO to debt will remain around 14%, interest coverage will remain
around 2x, and the company will continue to fund capital
expenditures through internally generated funds.

S&P would consider an outlook revision to negative or lower
ratings if operating performance deteriorates and/or if the
company adopts a more aggressive expansion strategy than S&P
currently anticipates.  This would result in interest coverage
falling below 2x, operating lease adjusted debt being sustained
over 6x for an extended period, and/or if TSI is unable to fund
capital expenditures through internally generated funds.

Given S&P's assessment of Town Sports' business risk profile as
"weak", a higher rating would require the company to maintain
adjusted leverage in the low 4.0x area or below, in conjunction
with S&P's belief the company will continue to fund its expansion
strategy through internally generated funds.


TOWN SPORTS: Moody's Rates $370MM Secured Loan Facilities 'Ba3'
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
("CFR") of Town Sports International Holdings, Inc. ("TSIH, Inc.")
and lowered the Speculative Grade Liquidity rating to SGL-2 from
SGL-1. At the same time, Moody's assigned Ba3 ratings to Town
Sports International, LLC's ("TSI, LLC", which is a wholly-owned
subsidiary of TSIH, Inc. - collectively referred to as "Town
Sports") proposed first lien senior secured bank credit facility,
consisting of a $45 million revolving credit facility due 2018 and
a $325 million term loan due 2020. Moody's also changed the
company's Probability of Default Rating ("PDR") to B1-PD from B2-
PD. The ratings outlook remains stable.

Proceeds from the proposed $325 million first lien senior secured
term loan at TSI, LLC in combination with balance sheet cash will
be used to refinance the existing $316 million first lien term
loan and fund a $45 million cash dividend to TSIH, Inc. The $45
million cash dividend to TSIH, Inc. is expected to partly fund the
company's recently initiated regular dividend program on an
ongoing basis. The ratings are subject to receipt and review of
final documentation.

The affirmation of Town Sports' B1 CFR reflects Moody's view that
the proposed transaction is leverage neutral and despite the
recent weakness in comparable club sales and lower year over year
membership levels, financial metrics remain generally consistent,
although on the weaker side, for the current rating.

The following is the summary of rating activity for Town Sports
International Holdings, Inc.

Ratings affirmed:

  Corporate family rating at B1

Ratings upgraded:

  Probability of default rating to B1-PD from B2-PD

Ratings downgraded:

  Speculative grade liquidity rating to SGL-2 from SGL-1

The following is the summary of rating activity for Town Sports
International, LLC

Ratings assigned:

  $45 million senior secured revolving credit facility due 2018 at
  Ba3 (LGD3, 39%)

  $325 million senior secured term loan B due 2020 at Ba3 (LGD3,
  39%)

Ratings to be withdrawn at transaction closing:

  $50 million senior secured revolving credit facility due 2016 at
  Ba3 (LGD2, 25%)

  $315.7 million senior secured term loan B due 2018 at Ba3 (LGD2,
  25%)

The rating outlook is stable

Ratings Rationale:

Town Sports' B1 corporate family rating is constrained by high pro
forma financial leverage of about 4.8 times as measured by Moody's
adjusted Debt to EBITDA, modest interest coverage with EBITDA less
capex to interest of approximately 1.7 times, modest scale, and
exposure to discretionary consumer spending trends. While
financial policy is becoming more aggressive with the recently
instituted regular dividend program, Moody's expects the company
to adequately manage its cash flows and credit metrics going
forward. Moody's also expects growth in personal training and
price increases to contribute towards improvement in credit
metrics such that they become more representative of the current
rating. In addition, operating performance is strongly tied to the
economic health of the Mid-Atlantic and Northeast markets it
serves, more specifically the New York City metro. The rating is
supported by the company's business position as a large-scale
fitness club operator, a large and relatively stable membership
base, and favorable long-term fundamentals for the fitness
industry.

The Ba3 rating on the proposed first lien secured credit facility
reflects both the overall probability of default of the company,
reflected in the B1-PD Probability of Default Rating, and a loss
given default assessment of LGD3 (39%). The proposed credit
agreement consists of a springing net leverage ratio covenant
applicable to the revolving credit facility only, as opposed to
the previous credit agreement which included total leverage and
interest coverage financial maintenance covenants. Given the
covenant light nature of the proposed credit agreement, Moody's
expects an average overall recovery rate of 50% in a default
scenario, which is consistent with Moody's Loss Given Default
Methodology.

The downgrade of the Speculative Grade Liquidity ("SGL") rating to
SGL-2 reflects Moody's expectation that a sizable amount of TSI,
LLC's cash flows going forward will be used to fund capital
requirements for new club expansion and the newly instituted,
regular dividend program. The SGL downgrade also acknowledges that
TSI, LLC is expected to maintain lower cash balances going forward
due to the proposed $45 million one-time dividend contribution to
TSIH, Inc. However, in addition to availability under the $45
million revolving credit facility (reduced from the existing $50
million), the company is expected to generate positive free cash
flow over the next twelve months, which supports its good
liquidity profile.

The stable outlook reflects Moody's expectation that operating
performance will modestly improve over the next year and that free
cash flow will remain positive despite increased discretionary
capital spending and the institution of a regular dividend
program.

A ratings upgrade is unlikely in the near term given Town Sports
size and limited geographic diversification. Over the medium term,
a substantial expansion of the revenue base and geographic
diversification accompanied by significantly stronger credit
metrics could lead to an upgrade.

The ratings could be downgraded if there is pressure on
profitability such that debt to EBITDA is sustained above 5.0
times, EBITDA less capex coverage of interest expense falls to 1.5
times (excluding discretionary spending), and/or liquidity
materially weakens.


TOWN SPORTS: S&P Assigns 'B+' Rating to $370MM Credit Agreement
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on New York City-based fitness club
operator Town Sports International Holdings Inc.  The rating
outlook is stable.

At the same time, S&P assigned its 'B+' issue-level rating to Town
Sports International LLC's proposed $370 million credit agreement,
consisting of a $45 million revolver due 2018 and a $325 million
term loan B due 2020.  The recovery rating on the credit agreement
is '3', indicating S&P's expectation for meaningful (50% to 70%)
recovery for lenders in the event of a payment default.

TSI plans to use the proceeds of the proposed term loan to fully
refinance its existing term loan ($315.8 million outstanding at
June 30, 2013) and to pay for fees and expenses.  Concurrent with
the proposed refinancing, Town Sports International LLC plans on
distributing $45 million of cash on hand to TSI, to be held at TSI
to fund around three years' of future annual dividend payments.

"Our 'B+' corporate credit rating on Town Sports reflects our
assessment of the company's business risk profile as "weak" and
its financial risk profile as "aggressive," according to our
criteria," said credit analyst Ariel Silverberg.

The stable rating outlook reflects S&P's expectation that adjusted
FFO to debt will remain around 14%, interest coverage will remain
around 2x, and the company will continue to fund capital
expenditures through internally generated funds.

S&P would consider an outlook revision to negative or lower
ratings if operating performance deteriorates and/or if the
company adopts a more aggressive expansion strategy than S&P
currently anticipates.  This would result in interest coverage
falling below 2x, operating lease adjusted debt being sustained
over 6x for an extended period, and/or if TSI is unable to fund
capital expenditures through internally generated funds.

Given S&P's assessment of Town Sports' business risk profile as
"weak", a higher rating would require the company to maintain
adjusted leverage in the low 4.0x area or below, in conjunction
with S&P's belief the company will continue to fund its expansion
strategy through internally generated funds.


TRANS-LUX CORP: To Implement Reverse/Forward Stock Split
--------------------------------------------------------
The Board of Directors of Trans-Lux Corporation approved the
filing of amendments to the Company's Certificate of Incorporation
to effect a 1-for-1,000 reverse stock split of the Company's
Common Stock immediately followed by a 40-for-1 forward stock
split of the Company's Common Stock, which was previously approved
by the Company's shareholders at its Annual Meeting held on
Oct. 2, 2013.  The Board additionally approved the filing,
immediately following the reverse/forward split, of an amendment
to the Company's Certificate of Incorporation to reduce the number
of authorized shares of Common Stock of the Company from
60,000,000 to 10,000,000.  The record date for the reverse/forward
stock split will be Oct. 25, 2013.

J.M. Allain, president and CEO, commented that, "in making its
determination to go forward with the reverse/forward stock split,
the Board analyzed a variety of factors, including the existing
and expected marketability and liquidity of the Company's Common
Stock, the prevailing market conditions and the likely effect on
the market price of the Company's Common Stock, and determined
that the implementation of the reverse/forward stock split at this
time is in the best interest of the Company and its shareholders."
Mr. Allain continued, "In taking this action, our main goals are
to broaden our investor base and improve shareholder value."

The Board had previously set the ratios for the reverse split at
1-for-1,000, immediately followed by a forward split by a ratio of
40-for-1.  The Company has made the applicable filing with the
Financial Industry Regulatory Authority (FINRA) and is in the
process of implementing the reverse/forward stock split, which is
scheduled to be effective as of the close of business on Friday,
Oct. 25, 2013.

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $1.36 million on $23.02 million of total revenues, as compared
with a net loss of $1.41 million on $23.75 million of total
revenues during the prior year.  The Company's balance sheet at
June 30, 2013, showed $19.69 million in total assets, $18.83
million in total liabilities and $859,000 in total stockholders'
equity.

"Management cannot provide any assurance that the Company would
have sufficient cash and liquid assets to fund normal operations.
Further, the Company's obligations under its pension plan exceeded
plan assets by $6.5 million at June 30, 2013 and the Company has
$1.7 million due under its pension plan over the next 12 months.
Additionally, if the Company is unable to cure the defaults on the
Debentures and the Notes, the Debentures and the Notes could be
called and be immediately due.  If the Debentures and Notes are
called, the Company would need to obtain new financing.  There can
be no assurance that the Company will be able to do so and, even
if it obtains such financing, how the terms of such financing will
affect the Company.  If the debt is called and new financing
cannot be arranged, it is unlikely that the Company will be able
to continue as a going concern," according to the Company's
quarterly report for the period ended June 30, 2013.


UNIVERSITY GENERAL: Files Form 10-K; Incurs $3.9MM Loss in 2012
---------------------------------------------------------------
University General Health System, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss attributable to common shareholders of $3.97
million on $113.22 million of total revenues for the year ended
Dec. 31, 2012, as compared with a net loss attributable to common
shareholders of $2.57 million on $71.17 million of total revenues
during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed $174.84
million in total assets, $161.55 million in total liabilities,
$2.56 million in series C, convertible preferred stock, and $10.71
million in total equity.

Moss, Krusick & Associates, LLC, in Winter Park, 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 negative working capital and
relative low levels of cash and cash equivalents.  These
conditions raise substantial doubt about its ability to continue
as a going concern.

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

                         http://is.gd/IIA8Vh

                     About University General

University General Health System, Inc., located in Houston, Texas,
is a diversified, integrated multi-specialty health care provider
that delivers concierge physician- and patient-oriented services.
UGHS currently operates one hospital and two ambulatory surgical
centers in the Houston area.  It also owns a revenue management
company, a hospitality service provider and facility management
company, three senior living facilities and manages six senior
living facilities.


VALLEJO, CA: Water-Bond Deal to Be First Since 2008 Bankruptcy
--------------------------------------------------------------
Brian Chappatta, writing for Bloomberg News, reported that
Vallejo, California, is set to sell about $19 million in water-
revenue bonds in its first municipal-debt sale since the filing.

According to the report, proceeds from the deal, scheduled for
Oct. 30, will refinance outstanding debt, offering documents show.
The water fund from which debt-service payments are made wasn't
impaired in the bankruptcy proceedings, according to the
documents. Standard & Poor's rates the bonds A+, fifth-highest.
They will mature from 2027 to 2031.

The offering from Vallejo, a city of about 120,000 in the Bay
Area, may serve as an example of how much localities will have to
pay for post-bankruptcy access to the $3.7 trillion municipal
market, the report related.  The city officially exited bankruptcy
on Nov. 1, 2011.

When Vallejo sought court protection, it was the biggest
California city to file Chapter 9, the report further related.
Last year, Stockton, which is more populous, sought court
protection. In July, Detroit filed a record U.S. municipal
bankruptcy, listing about $18 billion of long-term liabilities.
The Motor City suffered from decades of population decline,
leaving it too poor to provide services such as public safety and
even street lights.

Vallejo's insolvency stemmed from the housing-market collapse, the
report recalled.

                     About Vallejo, California

Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano
County, California in the United States.  As of the 2000 census,
the city had a total population of 116,760.  It is located in the
San Francisco Bay Area on the northern shore of San Pablo Bay.  It
was named for General Mariano Guadalupe Vallejo.

Vallejo filed for protection under Chapter 9 of the U.S.
Bankruptcy Code (Bankr. E.D. Calif. Case No. 08-26813) on May 23,
2008, after it was unable to persuade labor unions to accept
salary concessions as the recession began cutting into local
government tax collections nationwide.  Marc A. Levinson, Esq.,
and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in
Sacramento, California, represented the City.  The city estimated
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  According to Vallejo's
comprehensive annual report for the year ended June 30, 2007, the
city has $983 million in assets and $358 million in debts.

In August 2011, Vallejo was given green light to exit the
municipal reorganization.   The Chapter 9 plan restructures
$50 million of publicly held debt secured by leases on public
buildings.  Although the Plan doesn't affect pensions, it adjusts
the claims and benefits of current and former city employees.

A federal judge released the city of Vallejo from bankruptcy on
Nov. 1, 2011.


VICTORY ENERGY: Board Chairman Quits
------------------------------------
Victory Energy Corporation received and accepted the resignation
of Robert J. Miranda, Chairman of the Board of Directors and Audit
Committee of the Company.  Mr. Miranda's resignation was not the
result of any disagreement with the Company regarding its
operations, policies or practices.

On Oct. 21, 2013, the board of directors of Victory Energy elected
Mr. Patrick Barry to fill a vacancy on the Board.  Mr. Barry will
serve on the Board together with the Company's existing directors,
Dr. Ronald Zamber, Mr. David McCall, Mr. Robert Grenley and Mr.
Kenny Hill.  Mr. Barry was also elected to serve as Chairman of
the Audit Committee of the Board.

During the meeting, the board also elected Dr. Ronald Zamber to
the position of interim Chairman of the Board until such time as a
full-time Chairman can be selected.  The Board has formed a
chairman search committee and has begun looking for a qualified
executive with significant oil and gas business experience.

Prior to joining the Board, Mr. Barry served as a financial and
operations consultant for the Company.  He is an experienced
general manager with strengths in financial management,
profitability improvement, strategy development, and implementing
disciplined operating processes in both public and private
companies.

Mr. Barry has a Bachelor of Science in Mechanical Engineering from
the University of Notre Dame and a MBA in Finance from Wharton.
Mr. Barry is a principal in Visionary Private Equity, a major
investor in the Company.

Mr. Barry is a former Managing Director of the Gigot Center for
Entrepreneurial Studies at the University of Notre Dame where he
was also an Adjunct Professor.   Prior to Notre Dame, he spent
eight years turning around Quality Dining, Inc., a publicly held
restaurant company headquartered in South Bend, IN.  Mr. Barry was
a consultant with Andersen Consulting in their Strategic Service
Group, focusing in strategy development and general management
consulting.

                         About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, WilsonMorgan LLP, in Irvine, California,
expressed substantial doubt about Victory Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses since inception and
has an accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.  The Company's balance sheet at
Sept. 30, 2012, showed $1.69 million in total assets, $259,886 in
total liabilities and $1.43 million in total stockholders' equity.


VILLAGE AT KNAPP'S: Files List of Top Unsecured Creditors
---------------------------------------------------------
The Village At Knapp's Crossing, L.L.C. submitted to the
Bankruptcy Court a list that identifies its 20 largest unsecured
creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
City of Grand Rapids                               $70,519
1101 Monroe Ave NW
Grand Rapids MI 49503

McAlpine PC                                        $18,039
3201 University Dr. Ste 100
Auburn Hills MI 48326

Foster Swift                                       $17,890
Suite 200
Grand Rapids MI 49525

A copy of the creditors' list is available for free at:

                           http://is.gd/h5fgH9

                         About Village At Knapp's

The Village At Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales handles the case.  On the
Petition Date, the Debtor estimated its assets and debts at
$10 million to $50 million.  The petition was signed by Steven D.
Benner, managing member on behalf of S.D. Benner, sole member.
Tishkoff & Associates PLLC is the Debtor's counsel.


VISTEON CORP: Retirees Can Keep Fighting for Benefits, Judge Says
-----------------------------------------------------------------
Law360 reported that a Michigan federal judge on Oct. 22 refused
to dismiss a putative class action by retirees challenging Visteon
Corp.'s move to end their health benefits following the auto parts
maker exit from bankruptcy, finding the company's confirmed
Chapter 11 plan did not block their claims.

According to the report, the United Auto Workers and a pair of
retirees filed suit in 2010 alleging the benefit cuts violated
collective bargaining agreements and the Employee Retirement
Income Security Act but Visteon contended its confirmed plan acted
as res judicata.

The case is INTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND
AGRICULTURAL IMPLEMENT WORKERS OF AMERICA (UAW) et al v. Ford
Motor Company, Case No. 1:13-cv-01742 (D.Del.).  The case was
filed on Oct. 22, 2013.


WATERSTONE AT PANAMA: Must File Stipulation on Cash Use by Nov. 5
-----------------------------------------------------------------
According to an Oct. 22, 2013 entry in Waterstone at Panama City
Apartments' case docket, the hearing on the "Emergency Motion of
the Debtor to Extend Order Authorizing the Limited Use of Cash
Collateral and Granting Adequate Protection" that was slated for
Oct. 23, 2013, at 10:00 a.m., was not held.

The U.S. Bankruptcy Court for the District of Nebraska ordered the
Debtor and Lenox Mortgage XVIII, LLC, to file a Stipulation on the
Use of Cash Collateral by Nov. 5, 2013.

As reported in the TCR on Oct. 24, 2013, the Debtor asked the
Bankruptcy Court 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.

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., and Frederick D. Stehlik, Esq., at
Gross & Welch P.C., L.L.O., represent 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.


WINTDOTS DEVELOPMENT: Bankruptcy Court Dismisses Chapter 11 Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Virgin Islands, at
the behest of the United States Trustee, entered on Oct. 11, 2013,
an order dismissing the Chapter 11 case of Wintdots Development,
LLC.

As reported in the TCR on Aug 17, 2012, Donald F. Walton, the U.S.
Trustee for Region 21, asked the Bankruptcy Court to convert the
Debtor's Chapter 11 case to liquidation under Chapter 7 or, in the
alternative, to dismiss the case.

The U.S. Trustee noted the Debtor has not yet filed a plan or
disclosure statement, and is delinquent in the payment of
quarterly fees due to the U.S. Trustee in an amount estimated to
be not less than $975.

According to the U.S. Trustee, the Debtor's failure to timely file
monthly operating reports, timely file a disclosure statement and
plan, and pay quarterly fees is in violation of its statutory
obligations and constitutes cause for dismissal or conversion of
the case.

Court Denies Confirmation of Amended Plan Filed Nov. 27

The Debtor filed an Amended Plan on Nov. 27, 2012.  However, on
Aug. 8, 2013, the Hon. Mary F. Walrath, sitting in the District
Court of the Virgin Islands, entered an order denying the Plan's
confirmation.

As reported in the TCR on June 28, 2013, secured creditor Kennedy
Funding, Inc., filed a limited objection to the confirmation of
the Debtor's Amended Plan.  Kennedy said the Amended Plan is
contingent upon a firm financing commitment.  According to
Kennedy, proposed buyer Ideal Development agreed to a financing
commitment but -- to the best of Kennedy's knowledge, information
and belief -- no binding financing commitment has been made.
Therefore, the apparent lack of financing to close on the contract
leads Kennedy to reasonably question whether the deal is bona
fide.

                    About Wintdots Development

Wintdots Development, LLC, filed a Chapter 11 petition (Bankr. D.
V.I. Case No. 12-30003) in its hometown in St. Thomas, Virgin
Islands on March 11, 2011.  The Debtor disclosed $56.42 million in
assets and $10.79 million in liabilities in its schedules.

The Debtor has three properties totaling 21 acres in St. Thomas
that are valued at $56.40 million.  Each of the properties secures
a $9.60 million first lien debt to Kennedy Funding, Inc., and a
$225,000 second lien debt to Marvin & Evelyn Freund.

Bankruptcy Judge Mary F. Walrath oversees the case.  Benjamin A.
Currence P.C., represents the Debtor.


WOUND MANAGEMENT: BMI Agrees to Provide $2-Mil. Additional Loan
---------------------------------------------------------------
Wound Management Technologies, Inc., together with certain of its
subsidiaries, previously entered into a term loan agreement with
Brookhaven Medical, Inc., pursuant to which BMI made a loan to the
Company in the amount of $1,000,000 under a Senior Secured
Convertible Promissory Note.  In connection with the Loan
Agreement, the Company and BMI also entered into a letter of
intent contemplating (i) an additional loan to the Company of up
to $2,000,000 by BMI, and (ii) entrance into an agreement and plan
of merger pursuant to which the Company would merge with a
subsidiary of BMI, subject to various conditions precedent.

On Oct. 16, 2013, BMI agreed to make the Additional Loan pursuant
to a Senior Secured Convertible Drawdown Promissory Note, which
allows the Company to drawdown, as needed, an aggregate of
$2,000,000, subject to an agreed upon drawdown schedule or as
otherwise approved by BMI.

The Note carries an interest rate of 8 percent per annum, and
(subject to various default provisions) all unpaid principal and
accrued but unpaid interest under the Note is due and payable on
the later of (i) Oct. 15, 2014, or (ii) the first anniversary of
the date of the Merger Agreement.  The Note may be prepaid in
whole or in part upon ten days' written notice, and all unpaid
principal and accrued interest under the Note may be converted, at
the option of BMI, into shares of the Company's Series C
Convertible Preferred Stock at a conversion price of $70.00 per
share at any time prior to the Maturity Date (provided that the
transaction contemplated by the Merger Agreement has not been
consummated as of that time).

                      New President Appointed

Effective as of Oct. 16, 2013, Deborah Jenkins Hutchinson, 55, has
been appointed president of the Company.  Ms. Hutchinson is a
member of the Company's Board of Directors and previously served
as the Company's president from Jan. 12, 2010, until March 20,
2012.  From 2005 until Jan. 12, 2010, she served in various
capacities, including as President of Virtual Technology
Licensing, LLC.  Prior to joining Virtual Technology Licensing,
she was the Managing Member of Cognitive Communications, LLC, a
business consulting company and served as Special Consultant to
Health Office India for strategy development and operations
assistance for work with US clients in medical transcription and
coding services.  Ms. Hutchinson is currently on the Board of
Directors for Private Access, Inc.

In conjunction Ms. Hutchinson's appointment and in consideration
of past and continued service to the Company, the Company's Board
of Directors approved a grant of 2,000,000 shares of the Company's
common stock, which shares were to vest immediately upon
effectiveness of her appointment.

                        About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

Wound Management disclosed a net loss of $1.84 million on $1.17
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $12.74 million on $2.21 million of revenue
during the prior year.  The Company's balance sheet at June 30,
2013, showed $1.37 million in total assets, $5.45 million in total
liabilities and a $4.07 million total stockholders' deficit.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, 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 substantial losses
and has a working capital deficit which factors raise substantial
doubt about the ability of the Company to continue as a going
concern.


XZERES CORP: Incurs $1.9 Million Net Loss in Second Quarter
-----------------------------------------------------------
XZERES Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $1.94 million on $1.01
million of gross revenues for the three months ended Aug. 31,
2013, as compared with a net loss attributable to common
stockholders of $1.61 million on $1.18 million of gross revenues
for the same period during the prior year.

For the six months ended Aug. 31, 2013, the Company reported a net
loss attributable to common stockholders of $3.56 million on $1.14
million of gross revenues as compared with a net loss attributable
to common stockholders of $3.39 million on $1.83 million of gross
revenues for the same period a year ago.

Xzeres incurred a net loss of $7.59 million on $4.51 million of
gross revenues for the year ended Feb. 28, 2013, as compared with
a net loss of $8.60 million on $3.96 million of gross revenues for
the year ended Feb. 28, 2012.

The Company's balance sheet at Aug. 31, 2013, showed $6.94 million
in total assets, $11.66 million in total liabilities and a $4.72
million total stockholders' deficit.

"We have incurred losses since inception, and have not yet
received sufficient revenues from sales of products or services to
reach profitability.  These factors create substantial doubt about
our ability to continue as a going concern," the Company said.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statement for the year ended Feb. 28, 2013.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital, and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/9sKk52

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.


* Fitch Says U.S. Banks' Revenue Challenges Clear in 3Q Results
---------------------------------------------------------------
Weak revenues for most large U.S. banks in the third quarter
highlight the earnings growth challenges faced by the banking
industry moving into 2014, according to Fitch. Ongoing reserve
releases and cost reduction initiatives have helped offset revenue
pressure to some degree, but a pickup in loan demand will be
critical to driving any sustained revival in bank earnings growth
over coming quarters.

Significant declines in mortgage banking revenues and weak fixed-
income trading results were the primary drivers of the reversal in
the recent favorable trend in quarterly bank earnings. Loan growth
remained muted in the third quarter, rising by less than 1% among
banks that have reported to date. Quarterly mortgage originations
fell off by roughly 17% on average for the largest mortgage
originators, as the sharp rise in mortgage rates during the
quarter (more than 100 bps) cut into borrower demand and home
affordability.

Banks continue to report improvements in asset quality and lower
net charge-off (NCO) levels. However, we note that the rate of
improvement is slowing somewhat. For example, nominal NCOs for
banks reporting so far have declined by 13% sequentially in the
third quarter, compared with 16% in the second quarter.

Capital ratios continue to improve across the industry, reflecting
retained earnings growth and relatively conservative payouts
governed by the U.S. stress-testing process.


* American Realty, Cole Real Estate to Combine in $11.2BB Deal
--------------------------------------------------------------
David Gelles, writing for The New York Times' DealBook, reported
that American Realty Capital Properties and Cole Real Estate
Investments, two of the largest commercial property owners in the
country, are finally seeing eye to eye.

According to the report, the two real estate investment trusts
agreed to a $11.2 billion deal on Oct. 23 in which American Realty
will buy Cole with a mix of cash and stock, bringing an end to
tensions between the companies that have simmered much of the last
year.

The combined company will be one of the biggest commercial
landlords in the country, leasing space to companies including
Walgreens, Bed Bath & Beyond and FedEx, the report said.

The origins of the deal date to March, when American Realty made
an unsolicited offer for Cole that would have derailed Cole's move
to go public, the report related.  Cole rejected the offer and
went on to list on the New York Stock Exchange. Since the listing
in June, Cole shares have climbed more than 17 percent.

Nonetheless, American Realty still wanted to make a deal, the
report added.  It will pay 14 percent above Cole's closing stock
price on Tuesday of $12.82, and assume significant new debt in
taking over the larger company.


* Bank of America "Hustle" Trial Nears Close
--------------------------------------------
Shayndi Raice, writing for Bloomberg News, reported that lawyers
made closing arguments in the U.S. government's civil lawsuit
against Bank of America Corp. for a loan-production program called
the "hustle," with both sides painting drastically different
portraits of what went on inside a company commonly associated
with the U.S. housing bust.

According to the report, Assistant U.S. Attorney Jaimie Nawaday
said the case was about "greed and lies" at Countrywide Financial
Corp., which ran the program from August 2007 until April 2008.
Brendan Sullivan, a partner at the law firm Williams & Connolly
LLP representing Bank of America, which bought Countrywide in
2008, insisted there was "no fraud."

The civil case in federal court in Manhattan is dragging Bank of
America back into the spotlight for Countrywide's alleged misdeeds
during the housing boom, the report related.  Experts said it
marks the first time a bank has been brought to trial for its
crisis-era behavior.

The stakes are especially high for the second largest U.S. bank by
assets, which is trying to convince investors the bulk of its
legal troubles are behind it, the report said.  Analysts estimate
the bank has paid some $49 billion in legal expenses tied to its
acquisition of Countrywide.

The trial has taken jurors on a journey inside Countrywide's
subprime-lending unit, often seen as a central player in the
subprime-mortgage crisis that brought the housing market to its
knees, the report further related.

              BofA Said to Face 3 More U.S. Probes
                      of Mortgage-Bond Sales

Keri Geiger & Hugh Son, writing for Bloomberg News, reported that
Bank of America Corp., sued by U.S. attorneys in August over an
$850 million mortgage bond, faces three more Justice Department
civil probes over mortgage-backed securities, according to two
people with direct knowledge of the situation.

The report related that U.S. attorneys offices in Georgia and
California are examining potential violations tied to Countrywide
Financial Corp., the subprime lender Bank of America bought in
2008, said the people, who asked not to be identified because the
inquiries aren't public.  U.S. attorneys in New Jersey are looking
into deals involving Merrill Lynch & Co., purchased by the firm in
2009, the people said.

If claims are brought, Bank of America would join JPMorgan Chase &
Co. dealing with government demands that it resolve liabilities
inherited after buying weakened rivals at the government's urging
during the credit crisis, according to the report.  JPMorgan, the
biggest U.S. bank, reached a tentative $13 billion agreement last
week to end civil claims over mortgage-bond sales, including those
handled by Bear Stearns Cos. and Washington Mutual Inc. operations
purchased in 2008.

Bank of America, led by Chief Executive Officer Brian T. Moynihan,
54, is being scrutinized for violations of the Financial
Institution Reform, Recovery and Enforcement Act of 1989, or
FIRREA, an outgrowth of the savings-and-loan crisis, according to
the people, the report related.  The Justice Department cited that
statute in its August lawsuit against the firm, which is the
nation's second-largest lender after JPMorgan.

The Justice Department's August case is U.S. v. Bank of America
Corp. (BAC), 13-cv-00446, U.S. District Court, Western District of
North Carolina (Charlotte).


* Blackstone Funding Largest U.S. Single-Family Rentals Company
---------------------------------------------------------------
John Gittelsohn and Heather Perlberg, writing for Bloomberg News,
reported that Steve Schwarzman's Blackstone Group LP has spent
$7.5 billion acquiring 40,000 houses in the past two years to
create the largest single-family rental business in the U.S.  The
private-equity firm is now planning to sell bonds backed by lease
payments, the latest step in turning a small business into a
mature industry.

According to the report, Deutsche Bank AG may start marketing
almost $500 million of the securities as soon as this week,
according to a person with knowledge of the transaction. The debt
will include a portion with an investment grade from at least one
ratings company, according to two separate people, who asked not
to be identified because the deal isn't public.

Blackstone has led hedge funds, private-equity firms and real
estate investment trusts raising about $20 billion to purchase as
many as 200,000 homes to rent after prices plunged 35 percent from
the 2006 peak, the report related.  The largest investors, seeking
to profit from rebounding prices and rising demand for rentals
among millions of Americans who went through foreclosure or can't
qualify for a mortgage, are looking to the bond market for capital
to buy more properties and increase returns with borrowed money.

"Securitization is the next step in the evolution of the single-
family rental business," said Rob Bloemker, chief executive
officer of investment firm Five Ten Capital LLC, which got a $100
million credit facility from Deutsche Bank in April to buy homes,
the report further related. "It brings consistent and conforming
standards to lending, which will help bring larger pools of
capital in and get comfortable investing in these types of loans."


* Ex-Jefferies Executive Loses Bid to Toss TARP Charges
-------------------------------------------------------
Chris Dolmetsch, writing for Bloomberg News, reported that ex-
Jefferies & Co. managing director Jesse C. Litvak lost a court
bid to throw out charges that he defrauded customers of more than
$2 million on trades of residential mortgage-backed securities.

According to the report, Litvak, who has pleaded not guilty, was
indicted in January on charges of securities fraud, fraud
connected to the Troubled Asset Relief Program and making false
statements to the federal government. Alleged victims include
investment funds, among them six established by the U.S. Treasury
Department in 2009 as part of its response to the financial
crisis.

U.S. District Judge Janet C. Hall in New Haven, Connecticut,
denied a motion to dismiss the indictment in a ruling dated
Oct. 21, rejecting Litvak's argument that the Public-Private
Investment Program created to distribute TARP funds was a private
vehicle managed by a private contractor and therefore falls
outside of the government's jurisdiction, the report related.

The Public-Private Investment Funds that are the alleged victims
of Litvak's fraud were "government-created entities using mostly
taxpayer money to achieve a government program's purposes," Hall
wrote in her ruling, the report further related.

"It is simply not the case that Litvak's interactions with the
PPIFs would have been the same had the government not been an
investor, for the PPIFs would not exist but for the government's
decision to both create, fund and supervise them," she wrote, the
report added.

The case is U.S. v. Litvak, 13-cr-00019, U.S. District Court,
District of Connecticut (New Haven).


* Fed Official Says Big Banks Should Hold Long-Term Debt
--------------------------------------------------------
Ryan Tracy, writing for The Wall Street Journal, reported that
regulators' efforts to deal with the failure of a big bank remain
a work in progress, but the Federal Reserve will move "in the next
few months" to require large financial institutions to hold
minimum amounts of long-term debt, a top official said on Oct. 18.

According to the report, Federal Reserve Governor Daniel Tarullo
said the regulator was hoping to push firms to at least maintain
their current levels of long-term debt holdings, "which, by
historical standards, are currently at fairly high levels."
Without a requirement to hold the debt, firms might unwind those
positions in the future, Mr. Tarullo said, in remarks prepared for
a Fed conference here.

The proposal is key to the broader effort by U.S. policy makers to
be able to deal with the failure of a large financial institution
without having to resort to the taxpayer-funded bailouts that were
the hallmark of the 2008 financial crisis, the report said.  The
2010 Dodd-Frank financial-overhaul law gave the Fed and Federal
Deposit Insurance Corp. the main responsibilities for establishing
a framework that would have the federal government step in and
place a firm in government "receivership" if an orderly bankruptcy
by a failing bank was impossible.

Officials at the Fed and the FDIC have seized on a plan to require
the largest and most complex banks to hold minimum levels of long-
term unsecured debt as a way to ensure that a bank could continue
its operations even while going through a receivership, the report
related.  That long-term debt could be used to provide capital to
the firm during the wind-down process, Mr. Tarullo said.

If an extreme event occurs "and the equity of the firm is wiped
out, successful resolution without taxpayer assistance would be
most effectively accomplished if a firm had sufficient long-term,
unsecured debt to absorb additional losses and to recapitalize the
business," Mr. Tarullo said, the report further related.


* Fed's Lacker Says Bankruptcy "Best" for Failing Banks
-------------------------------------------------------
Jeff Kearns, writing for Bloomberg News, reported that Federal
Reserve Bank of Richmond President Jeffrey Lacker said bankruptcy
without government support is "the first and most preferable
option" in the event of a failure by a big financial institution.

According to the report, the stability of the financial system
would be better ensured should investors expect an orderly wind-
down of failing firms rather than government receivership and a
taxpayer bailout, Lacker said on Oct. 18 in remarks prepared for a
speech at a Fed conference in Washington.

"The incentives of market participants will be much better aligned
with our public policy goal of a financial system that effectively
allocates capital and risks," he said, the Bloomberg report cited.
"Large financial firms will prefer to be less leveraged and less
reliant on short-term funding. Institutions and markets would,
accordingly, be more resilient in response to financial stress."

U.S. lawmakers and supervisors, including Fed officials, have
overhauled financial regulation to minimize the odds that
taxpayers will be called upon to rescue a financial institution
deemed too big to fail, the report related.

Lacker has called for lenders to hold more capital if they own a
brokerage, and has repeatedly said this year that the best way to
overcome the too-big-to-fail challenge is by drawing up detailed
plans for the wind-down of failing institutions, the report added.


* Investors Seek $5.75BB From JPMorgan to Recoup MBS Losses
-----------------------------------------------------------
Dan Fitzpatrick and Julie Steinberg, writing The Wall Street
Journal, reported that investors are seeking at least $5.75
billion from J.P. Morgan Chase & Co. in a bid to recover losses
from mortgage-backed securities sold to them before the financial
crisis, said people familiar with the talks.

According to the report, the group, which includes asset managers
BlackRock Inc. and Neuberger Berman Group LLC, previously received
an $8.5 billion settlement from Bank of America Corp. on similar
claims.

The two sides have had on-and-off settlement discussions over the
past year, said the people close to the talks, the report related.
They met last week to hash out a possible deal, but no final terms
have been agreed to, these people said. Kathy Patrick, a Houston
lawyer with Gibbs & Bruns LLP who represents the investor group,
declined to comment on any settlement talks.

The discussions are separate from a tentative $13 billion
settlement with the Justice Department that would resolve a number
of J.P. Morgan's other mortgage-bond lawsuits and investigations,
the report further related. That larger pact is expected to be
completed as early as this week, said people close to the talks.

The specter of another potential multibillion-dollar payout by
J.P. Morgan underscores how actions taken during the run-up to the
financial crisis continue to haunt U.S. banks, the report said.
For years, requests have been piling up at the nation's largest
banks to repurchase mortgages that allegedly ran afoul of their
own underwriting standards. Some of those requests are from
government-sponsored mortgage-finance agencies Fannie Mae and
Freddie Mac, and some are from private investors and insurers.


* Judge Rebuffs Constitutional Challenge to Consumer Bureau
-----------------------------------------------------------
Jenna Greene, writing for LegalTimes, reported that a federal
judge in Washington rejected a challenge to the constitutionality
of the Consumer Financial Protection Bureau, ruling that the
question should be addressed in a pending enforcement matter the
agency brought in California federal court.

According to the report, in an unusually aggressive move,
California-based Morgan Drexen, which works with law firms to
provide debt relief services to consumers, launched a preemptive
strike against the consumer agency in July. The company sued the
CFPB in U.S. District Court for the District of Columbia, alleging
that its structure violates the Constitution's separation of
powers. Connecticut solo practitioner Kimberly Pisinski, who uses
Morgan Drexen's services, joined in the suit.

At the time, the CFPB was investigating Morgan Drexen and had
warned it in writing that an enforcement action was likely, the
report related. Indeed, a few weeks later, the agency sued Morgan
Drexen in U.S. District Court for the Central District of
California, alleging that it charged illegal up-front fees for
debt relief services and deceived consumers.

Represented by Venable partner Randall Miller, Morgan Drexen asked
U.S. District Judge Colleen Kollar-Kotelly to stop the CFPB from
pursuing its suit in California until the Washington challenge,
which was filed first, was resolved, the report said.

The judge was not persuaded, the report added.  "Morgan Drexen has
an adequate remedy to address its claims of the Bureau's
unconstitutionality," she wrote in a decision issued yesterday.
"Any harm alleged by Morgan Drexen here can be remedied by a
favorable ruling in the California Court."


* SEC Criticizes Management at Options Clearing Corp.
-----------------------------------------------------
Jacob Bunge, writing for The Wall Street Journal, reported that
the clearinghouse that handles all U.S. options trading was hit
with a wide-ranging critique of the way it manages risk and
handles compliance, following an examination by the Securities and
Exchange Commission.

According to the report, regulators found flaws in the way that
Chicago-based Options Clearing Corp. prepares for market freeze-
ups and measures financial risks facing its members, according to
the results of two-and-a-half years of examinations by federal
market authorities.

Options Clearing's board also failed to sufficiently supervise the
clearinghouse's senior management and hasn't properly managed
conflicts of interest, according to a letter sent by regulators to
Options Clearing management, dated Sept 18, the report related.

"[T]he excessive number of repeat findings raises a serious
concern about OCC's overall commitment to establishing a culture
of regulatory compliance and, more specifically, its ability to
timely and adequately address the Staff's findings," SEC officials
wrote in the letter, a copy of which was reviewed by The Wall
Street Journal.

"We are diligently working on a response that will confirm our
commitment to resolving the issues identified in the letter, and
that will describe the processes that we've put in place over the
last year or so to prevent a recurrence of similar shortcomings in
the future," said Jim Binder, spokesman for Options Clearing, in a
statement, the report further related.  He said that Options
Clearing is taking the SEC examination letter "very seriously" and
plans to respond by November.


* 4th Cir. Says Ex-NASA Contractor Can't Stay Iran Embargo Case
---------------------------------------------------------------
Law360 reported that a former NASA contractor recently convicted
of defrauding the U.S. by providing satellite technology to Iran
will not be able to halt the case while he appeals federal
prosecutors' claims that he obstructed bankruptcy court
proceedings during the scheme, the Fourth Circuit ruled on
Oct. 18.

According to the report, Nader Modanlo is currently appealing a
Maryland federal court's denial of his bid to dismiss count 11 of
the indictment, which accuses him of violating the Iran trade
embargo by taking part in a conspiracy to sell Russian satellite
hardware to Iran.

The appellate case is US v. Nader Modanlo, Case No. 13-4378 (4th
Cir.).


* 6th Circuit Parses When FDCPA Claim Is Deemed to Arise
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a claim under the federal Fair Debt Collection
Practices Act accrues when an offending lawsuit is filed, even if
the complaint isn't served on the bankrupt until after the
bankruptcy filing, according to an opinion from the U.S. Court of
Appeals for the Sixth Circuit in Cincinnati.

According to the report, the bankrupt took the position that the
claim belonged to him, not to his Chapter 7 trustee, because he
wasn't served with the lender's suit until after filing the
bankruptcy petition.

The bankrupt never amended his schedules to list the claim as an
asset.

U.S. Circuit Judge Danny J. Boggs said in his opinion on Oct. 22
that a claim under the FDCPA arises when a violation occurs, not
when the debt is incurred. He said the "difficult question" is
whether the violation occurs when the complaint is filed or later,
when it's served.  Judge Boggs concluded that the violation
occurred when the complaint was filed. Because filing was pre-
bankruptcy, the claim belonged to the estate and thus to the
trustee.

Because the bankrupt never listed the claim, it wasn't deemed
abandoned, thus allowing the trustee to pursue it.

The opinion implies that the date a claim arises for bankruptcy
purposes may not be the same as the date for statute-of-
limitations purposes.

The case is Tyler v. DH Capital Management Inc., 12-5021, U.S.
Court of Appeals for the Sixth Circuit (Cincinnati).


* Appeals Court Says Judge-Run Arbitration "Unconstitutional"
-------------------------------------------------------------
Peg Brickley, writing for DBR Small Cap, reported that a federal
appeals court in Philadelphia on Oct. 23 struck down as
unconstitutional a pioneering effort by Delaware's Court of
Chancery to allow big businesses to settle their disputes in
court, behind closed doors, for a price.

The Associated Press reported that a three-judge panel of the
Third U.S. Circuit Court of Appeals ruled 2-to-1 to uphold a
federal judge's ruling in favor of the Delaware Coalition for Open
Government, which challenged the law.

AP said DelCOG, backed by The Associated Press, The New York Times
and several other major news organizations, claimed in its lawsuit
that the secret arbitration conducted by Delaware's Chancery Court
violated the First Amendment rights of citizens to attend judicial
proceedings and access court records.

Attorneys for the state argued that secret arbitration made the
Chancery Court more efficient and generated revenue for Delaware,
corporate home to thousands of companies, AP further reported.


* Punitive Damages Are Nondischargeable, BAP Panel Rules
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that punitive damages, not merely the restitutionary part
of a judgment, are excepted from discharge under Section
523(a)(2)(A) of the U.S. Bankruptcy Code, according to an opinion
from the Bankruptcy Appellate Panel for the Sixth Circuit in
Cincinnati.

According to the report, the case involved an individual bankrupt
who was saddled with a $32,000 judgment for failure to comply with
state court orders. The judgment included about $10,000 to
compensate the plaintiff for the loss of property and $22,000 for
"contemptuous failure to comply with a court order."

The bankrupt argued that only the $10,000 could be excluded from
discharge as property procured by fraud. Writing for the appellate
panel, U.S. Bankruptcy Judge C. Kathryn Preston disagreed in her
Oct. 7 opinion.  She relied principally on a 1998 Supreme Court
case called Cohen v. De La Cruz in saying that "any debt" is
excepted from discharge as long as it was assessed "on account of
the fraud."

Judge Preston said cases decided after Cohen concluded that
punitive damages are nondischargeable.

The case is Lowry v. Nicodemus (Nicodemus), 12-8050, Sixth U.S.
Circuit Bankruptcy Appellate Panel (Cincinnati).


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525
--------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/UAP0Zb

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.


                            *********

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
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Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
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Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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