TCR_Public/131030.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, October 30, 2013, Vol. 17, No. 301


                            Headlines

AIRTRONIC USA: Merger to Kick Off GDSI Strategic Plan
ALL VEG LLC: Voluntary Chapter 11 Case Summary
ALLENS INC: Vegetable Canning Company Files for Bankruptcy
ALLENS INC: Case Summary & 20 Largest Unsecured Creditors
ALLIED INDUSTRIES: Panel Taps CohnReznick LLP as Financial Advisor

ALLIED INDUSTRIES: Panel Hires Pachulski Stang as Counsel
AMC NETWORKS: S&P Puts 'BB-' CCR on CreditWatch Positive
AMERICAN AIRLINES: Returns to "Square One" If Merger Blocked
ARCHDIOCESE OF MILWAUKEE: Dist. Judge Irks Sexual-Abuse Claimants
ATLANTIC AVIATION: S&P Affirms 'BB-' CCR; Outlook Stable

ATP OIL: Court Approves Additional Work for PwC
BEDNOTES LLC: Voluntary Chapter 11 Case Summary
BERNARD L. MADOFF: Jury Told of "Magic" With Accounting Statements
BEST UNION: Wants Final Decree Closing Reorganization Case
BISCAYNE PARK: Wal-Mart Suit Part of Asset Sale, 11th Cir. Says

BROOKLYN NAVY: S&P Alters Outlook to Developing Amid Low Liquidity
BUCKINGHAM SRC: Case Summary & 20 Largest Unsecured Creditors
BUILDERS GROUP: Wants Exclusive Control of Case Through February
CACI INT'L: Moody's Assigns 'Ba2' CFR & Rates Secured Loan 'Ba2'
CACI INT'L: S&P Assigns BB+ CCR & rates $1.6BB Secured Debt BB+

CALPINE CORP: Fitch Rates $390MM Senior Secured Loan at 'BB+'
CAPMARK FINANCIAL: Swap Deal With Wells Fargo Approved
CHARLES STREET: Bank Sanctioned, Can't File Rival Plan
CITRUS COUNTY HOSP: Fitch Cuts Rating on $38MM 2002 Bonds to 'B-'
COMMSCOPE HOLDING: Moody's Hikes CFR to B1 & Notes Rating to B2

COMMUNITY MEMORIAL: Liquidating Trustee Balks at Final Decree Bid
CORBIN PARK: Failure to Pay Fees & File Reports Prompts Dismissal
COUNTRYWIDE FINANCIAL: $500 Million Accord Gets Tentative Approval
DETROIT, MI: Cash Threatened by Syncora Before Bankruptcy
DETROIT, MI: Governor Testifies in Bankruptcy Trial

DEWEY & LEBOEUF: Liquidating Trust Hit With $50MM Malpractice Suit
DOLE FOOD: S&P Retains 'B' CCR Following Upsized Financing
DREIER LLP: Taps GCG Inc. as Plan Solicitation and Admin. Agent
EASTMAN KODAK: To List Common Stock on New York Stock Exchange
EDGMONT GOLF CLUB: Voluntary Chapter 11 Case Summary

EDISON MISSION: Exclusivity Periods Extended Through Mid-2014
EDISON MISSION: Has First Approval of NRG Acquisition
EXCEL MARITIME: Sec. (341) Meeting of Creditors Adjourned Sine Die
EXCEL MARITIME: Court Enters Information Confidentiality Order
EXCEL MARITIME: May Employ Joshua Seifert as Conflicts Counsel

EXCELITAS TECHNOLOGIES: Moody's Cuts 1ST Lien Credit Ratings to B2
FIBERTOWER CORP: Creditors Balk at Restructuring Plan
FLORIDA GAMING: Avoids Ch.11 Trustee; Receiver Remains
FREESCALE SEMICONDUCTOR: S&P Rates 1st-Lien Notes Due 2022 'B'
GOLDEN NUGGET: S&P Hikes CCR to B & Rates $525MM Facilities BB-

GORDON PROPERTIES: Court Denies Chapter 7 Conversion Bid
GREEN FIELD ENERGY: Files Ch.11 After Defaulting on Shell Loan
GREEN FIELD ENERGY: Moody's Lowers PDR to 'D-PD' on Ch.11 Filing
HAWKER BEECHCRAFT: Superior's $200 Million in Claims Killed Off
HOSPITALITY STAFFING: May Use $3.5MM Portion of DIP Loan

HOSPITALITY STAFFING: May Use Cash Collateral to Operate in Ch.11
HOSPITALITY STAFFING: Proposes Dec. 4 Auction
HOUSTON REGIONAL: Comcast, Astros Face Off Over Fate of Network
INMOBILIARIA LOPEZ: Case Summary & 4 Largest Unsecured Creditors
INSPIRATION BIOPHARMA: Plan Hearing on Dec. 4

INT'L FOREIGN EXCHANGE: Has Interim Nod to Tap $1.448MM DIP Loan
INT'L FOREIGN EXCHANGE: Employs Finn Dixon as Bankruptcy Counsel
INT'L FOREIGN EXCHANGE: Taps Logan as Claims & Noticing Agent
J. CREW: Moody's Rates $500MM Sr. Sec. Notes 'Caa1', Outlook Neg.
J. CREW: S&P Assigns 'CCC+' Rating to $500MM Sr. PIK Toggle Notes

KEYWELL LLC: U.S. Trustee Amends Creditors Committee
KEYWELL LLC: Conway MacKenzie Approved as Financial Advisors
KEYWELL LLC: Files Amended Schedules of Assets and Liabilities
KSL MEDIA: Hires Martini Iosue as Accountant
KSL MEDIA: Creditors' Panel Taps Pachulski Stang as Counsel

LABORATORY PARTNERS: Files for Sale in December
LAFAYETTE YARD: Proposes Nov. 25 Auction of Trenton Hotel
LAFAYETTE YARD: Delbello Donnellan Approved as Bankruptcy Counsel
LAFAYETTE YARD: Files Schedules of Assets and Liabilities
LEHMAN BROTHERS: Released From Securities Class Action

MENDOCINO COAST: Chapter 9 Makes Law for Detroit
MENDOCINO COAST: S&P Raises Rating on GO Bonds to 'CCC'
NATURAL MOLECULAR: Employs Hacker & Willig as Bankruptcy Counsel
NEW YORK CITY OPERA: May Survive by Merger or New Management
NEWLEAD HOLDINGS: Acquires Mining Rights at Viking Mine

NIRVANIX INC: Schedules Nov. 15 Auction
OCEANSIDE MILE: Seeks to Use Cash Collateral to Operate in Ch.11
OCEANSIDE MILE: Seeks to Pay $4,500 to Critical Vendors
OCI BEAUMONT: S&P Assigns 'B-' CCR & Rates $235MM Sr. Loan 'B+'
ONCURE HOLDINGS: Exits Chapter 11 Via Sale to Radiation Therapy

ONE CALL: Moody's Puts 'B2' CFR on Review for Possible Downgrade
ORMET CORP: Chapter 11 Wind-Down Plan Put On Hold
ORMET CORP: Signs Up Almatis to Buy Alumina Smelter
OSI RESTAURANT: Moody's Hikes CFR to B1 & Keeps B1 Rating on Loans
PATRIOT COAL: Arch Coal to Acquire Guffey Reserve Property

PATRIOT COAL: Can Hire Ogletree as Labor Relations Counsel
PATRIOT COAL: Wants to Assume Lease With Nations Fund I
PATRIOT COAL: Wants to Assume Unexpired Coal Reserve Leases
PICCADILLY RESTAURANTS: Can Hire Monroe for Franchising Issues
PITTSBURGH GLASS: S&P Lowers CCR to 'B' Due to Higher Leverage

PLANT INSULATION: Asbestos Plan Has Fatal Flaw, 9th Cir. Says
PRM FAMILY: Court Withdraws Order Approving HG Capital Employment
PROFESSIONAL PAINT: Voluntary Chapter 11 Case Summary
PROSEP INC: Obtains Creditor Protection; Asset Sale Approved
QUANTUM FUEL: Douglas Trust, et al., to Sell 8MM Common Shares

QUANTUM FUEL: Seamans Capital Held 6.5% Stake at Oct. 24
QUIGLEY CO: Schulte Scores $21MM Payday for Bankruptcy Work
REGIONALCARE HOSPITAL: Demoted to Caa1 Rating
RESIDENTIAL CAPITAL: Asks Court to Approve NCUAB Settlement
ROC FINANCE: Moody's Cuts CFR to Caa1 & Term Loans Ratings to B2

RURAL/METRO CORP: Disclosure Statement Hearing Moved to Nov. 5
RURAL/METRO CORP: Class Representatives Object to Plan
SCHOOL SPECIALTY: 20% Make-Whole Settlement Reached
SEARS HOLDINGS: Mulls Spinning Off Lands' End Brand
SENECA GAMING: S&P Revises Outlook to Stable & Affirms 'BB' ICR

SHALE-INLAND: S&P Lowers CCR to 'B-'; Outlook Stable
SOUNDVIEW ELITE: Hires Patterson Belknap as Special Counsel
SPIRIT REALTY: S&P Raises CCR to 'BB-'& Removes from CreditWatch
ST. JOSEPH'S HOSP.: S&P Puts BB+ Bond Rating on CreditWatch Neg.
STROMER MEDICAL: Case Summary & 2 Largest Unsecured Creditors

SURTRONICS INC: Court Sets December 19 Hearing to Approve Plan
SURTRONICS INC: Extension of Lease Decision Period Central to Plan
SURTRONICS INC: May Employ Carr Riggs as Accountants
TGGT HOLDINGS: S&P Assigns 'B' CCR & Rates $550MM Senior Loan 'B'
TLO LLC: Auction Set for Nov. 20; $105 Million Opening Bid

TOPAZ CAPITAL: Case Summary & 15 Largest Unsecured Creditors
TRIBUNE CO: Moody's Rates New $4.1 Billion 1st Lien Loans 'Ba3'
USG CORP: Fitch Rates New $350MM Senior Unsecured Notes at 'BB-'
USG CORP: Moody's Hikes CFR to B3 & Rates New Sr. Secured Notes B2
USG CORP: S&P Rates New $350MM Unsecured Notes Due 2021 'BB-'

VALENCE TECH: Files Amended Schedules of Assets and Liabilities
WASHINGTON MUTUAL: Liquidating Trust to Distribute $17MM

* Bankruptcy Courts Fund Judiciary During Government Shutdown
* House to Vote on 2 Bills Aiming to Undercut Dodd-Frank Act
* New Bankruptcy Fee Guidelines Won't Hurt Lawyers' Paydays
* New York City & Long Island Foreclosures Continue to Increase

* ERISA Doesn't Shield Retirement Account From Fraud

* Upcoming Meetings, Conferences and Seminars


                            *********


AIRTRONIC USA: Merger to Kick Off GDSI Strategic Plan
-----------------------------------------------------
Richard J. Sullivan, President and Chief Executive Officer of
Global Digital Solutions, Inc., on Oct. 29 issued an Open Letter
to the Public titled: "Solutions For America: GDSI's U.S.-Centric
Plan for Building a 21st Century Global Platform for Technology-
Related, Knowledge-Based Jobs, Innovation and Security."

Here's how the Open Letter begins:

"The United States has always been a world leader in harnessing
the power of advanced technology and forward-leaning knowledge to
address economic and security-related issues.  We need to continue
that tradition by making the necessary investments and pursuing
smart strategies -- while leveraging effective partnerships
between the private and public sectors -- if we're going to meet
the evolving challenges of the 21st century."

The letter makes clear that its purpose is to set forth the
compelling rationale behind GDSI's plans for targeted acquisitions
and strong organic growth in the years ahead.

"The first phase in GDSI's strategy," the letter states, "is well
underway.  The military armament industry is heavily fragmented
and evolving rapidly toward a RFID/WiFi-enabled technology
platform.  In this dynamic environment, we see enormous
opportunity to consolidate this market with a program of targeted
acquisitions, beginning with the Airtronic USA merger."

The Open Letter points out that the GDSI team is confident in its
ability to execute its strategy successfully because they have
done this before.  Under Mr. Sullivan's leadership at Applied
Digital Solutions the GDSI team built and successfully executed
multiple private-to-public company roll-up strategies.  At
Applied, Sullivan and his leadership team carried out a private-
to-public company roll up totaling some 42 acquisitions and
growing annual revenue from $1 million to $350 million over five
years.  Applied was recognized as one of the country's fastest-
growing technology companies, regularly topping the NASDAQ in
trading volume.  The company's stock price rose sharply from $2.50
to $18.00 per share, reaching a peak market capitalization of
approximately $2.5 billion.

The Open Letter concludes:

"We also believe strongly that advancing GDSI's U.S.-centric,
cyber-technology growth strategy will not only be profitable for
our shareholders; it will benefit the country.  It is vitally
important for the nation to redouble its commitment to invest in
advanced technology and cutting-edge knowledge to address pressing
economic and security-related issues.  As the GDSI train leaves
the station, I can assure the public that we will do our part to
fashion far-sighted, advanced solutions for America."

The entire Open Letter to the Public has been posted on GDSI's
website at http://gdsi.co/rjs_open_letter.html

                About Global Digital Solutions, Inc.

Global Digital Solutions -- http://www.gdsi.co-- is positioning
itself as a leader in providing small arms manufacturing,
complementary security and technology solutions and knowledge-
based, cyber-related, culturally attuned social consulting in
unsettled areas.

                    About Airtronic USA, Inc.

Airtronic -- http://www.Airtronic.net-- is an electro-mechanical
engineering design and manufacturing company.  It provides small
arms and small arms spare parts to the U.S. Department of Defense,
foreign militaries, and the law enforcement market.  The company's
products include grenade launchers, rocket propelled grenade
launchers, grenade launcher guns, flex machine guns, grenade
machine guns, rifles, and magazines.  Founded in 1990, the company
is based in Elk Grove Village, Illinois.

On May 16, 2012, the voluntary petition of Airtronic, Inc. for
liquidation under Chapter 7 was converted to a Chapter 11
reorganization.  The company had filed for chapter 7 bankruptcy on
March 13, 2012.


ALL VEG LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: All Veg, LLC
        305 E. Main Street
        Siloam Springs, AR 72761

Case No.: 13-73598

Chapter 11 Petition Date: October 28, 2013

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Hon. Ben T Barry

Debtor's Counsel: Stan D. Smith, Esq.
                  MITCHELL LAW FIRM
                  425 W. Capitol, Ste. 1800
                  Little Rock, AR 72201-3525
                  Tel: (501) 688-8800
                  Fax: (501) 688-8807
                  Email: ssmith@mwlaw.com

Debtor's General
Bankruptcy
Counsel:          Greenberg Traurig, LLP

Debtor's          Mitchell, Williams, Selig, Gates &
Co-Counsel:       Woodyard, PLLC

Debtor's Financial
Advisor:          Lazard Middle Market LLC

Debtor's Chief
Restructuring
Advisor:          Alvarez & Marsal North America LLC

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100 million to $500 million

The petition was signed by Joshua C. Allen, authorized person.

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


ALLENS INC: Vegetable Canning Company Files for Bankruptcy
----------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that Allens
Inc., a maker of canned and frozen vegetables in business since
1926, filed for bankruptcy, seeking to sell some divisions or
reorganize as a new company.

According to the report, a Chapter 11 petition filed on Oct. 29 in
Fayetteville, Arkansas, listed more than $100 million in debt and
assets.  The family-owned business began as Allen Canning Co. near
Siloam Springs, Arkansas. It survived the Great Depression, going
on to become a supplier of canned goods to troops in World War II
and an international supplier of North America grown vegetables,
according to its website.

Allens said it intends to keep operating its core canned-
vegetables business while reorganizing, the report related.  It
has a commitment from lenders for a bankruptcy loan, it said in a
statement. It will explore selling all or part of its business and
the possibility of exiting bankruptcy as a standalone company.

"Allens has a long and proud history, and we intend to use the
reorganization process to become a stronger, more competitive
business," Chief Executive Officer Josh Allen said in the
statement, the report cited.

The company is seeking a buyer for its frozen-vegetables business
in Montezuma, Georgia, which specializes in Southern-style and
frozen breaded products, it said, the report further related.
Brands include Popeye Spinach, Freshlike, Princella, Royal Prince
and Sugary Sam.

The case is Allens, 13-bk-73597, U.S. Bankruptcy Court, Western
District of Arkansas (Fayetteville).


ALLENS INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Allens, Inc.
           dba Allens Canning Company
        305 E. Main Street
        Siloam Springs, AR 72761

Case No.: 13-73597

Chapter 11 Petition Date: October 28, 2013

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Hon. Ben T. Barry

Debtor's Counsel: Stan D. Smith, Esq.
                  MITCHELL LAW FIRM
                  425 W. Capitol, Ste. 1800
                  Little Rock, AR 72201-3525
                  Tel: (501) 688-8800
                  Fax: (501) 688-8807
                  Email: ssmith@mwlaw.com

Debtor's
General
Bankruptcy
Counsel:          Greenberg Traurig, LLP

Debtor's
co-counsel:       Mitchell, Williams, Selig, Gates & Woodyard,
                  PLLC

Debtor's
Financial
Advisor:          Lazard Middle Market LLC

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $100 million to $500 million

The petition was signed by Jonathan C. Hickman, chief
restructuring officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ball Metal Food Container Co.    Trade Debt        $46,262,655
10 Longs Peak Drive
Broomfield, Co 80021
Attn: General Counsel
Tel: (303) 533-7002
Fax: (303)460-2315

Crown Cork & Seal USA, Inc.      Trade Debt        $18,041,569
1 Crown Way
Philadelphia, PA
19154-4599
Attn: General Counsel
Tel: (215) 698-5100
Fax: (215) 856-5568

Hartung Brothers Inc.            Trade Debt         $7,773,259
708 Heartland Trail
Suite 2000
Madison, WI 53717-2099
Attn: General Counsel
Tel: (608) 829-6000
Fax: (608) 829-6001

Razorback Farms Inc.             Trade Debt         $4,139,881
2001 West Shady Grove Road
Springdale, AR 72764
Attn: General Counsel
Tel: (479)756-6141
Fax: (479) 756-6824

Ryder Integrated Logistics Inc.  Trade Debt         $3,615,758
11690 105th Street
Miami, FL 33178
Attn: General Counsel
Tel: (305) 500-3726
Fax: (305)593-3336

D&E Farms Inc.                   Trade Debt         $1,902,114
5115 Bentz Rd.
Spring Grove, PA 17362
Attn: General Counsel
Tel: (717)225-5517
Fax: (717)225-3404

Paramount Farms Inc.             Trade Debt         $1,727,655
5340 3rd Avenue
Plainfield, WI 54966
Attn: Owner
Tel: (715) 335-6357
Fax: (715)335-

Worsella & Sons Inc.             Trade Debt         $1,216,016
2801 Hoover Ave
Plover, Wi 54467
Attn: Owner
Tel: (479)271-1051
Fax: (715)344-4803

H C Schmieding                   Trade Debt         $1,915,411
Produce Co Inc.
2330 N Thompson St.
Springdale, AR 72764
Attn: General Counsel
Tel: (479)751-0515
Fax: (479)751-6831

Bushman Associates Inc.           Trade Debt          $950,779
9097 River Rd.
Wittenberg, WI 54499
Attn: John Bushman Jr.
Tel: (715) 454-6200
Fax: (715) 454-6506

Synenta Seeds Inc.                Trade Debt          $828,930
11055 Wayzata Blvd
Minetonka, MN 55305
Attn: General Counsel
Tel: (612)656-8600
Fax: (763)593-7218

Benton County Tax Collector        Tax                $579,036
215 E Central Ste. 3
Bentonville, AR 7
2712-5270
Attn: General Counsel
Tel: (479)271-1040
Fax: (479)271-1051

International Paper Company        Trade Debt        $553,617
6400 Poplar
Avenuememphis, TN
38197
Attn: VP/GM
CTA South
Tel: (901)419-9000
Fax: (901)763-6140

Americold                           Lease            $550,000
10 Glenlake Parkway
South Tower Suite 800
Atlanta, GA 30328
Attn: CFO & Legal
Tel: (678)441-1400
Fax: (678)441-6824

Triple Farms                         Trade Debt      $515,096
RT Box 132A
Hydro, OK 73048
Attn: owner
Tel: (217)895-3652
Fax: (217)895-3652

Okray Family Farms, Inc.             Trade Debt     $514,651
3001 River Dr
Plover, WI 54467
Attn: Owner
Tel: (715)344-2526
Fax: (715)344-7324

Bank Direct Capital Finance          Trade Debt     $455,829
150 North Field Drive
Two Conway Park, Suite 190
Lake Forest, IL 60045
Attn: General Counsel
Tel: (877) 226-5456
Fax: (877) 226-5297

Bonduelle, Inc.                      Trade Debt     $455,667
62780 Collection Center DR
Chicago, IL 60693-0627
Attn: General Counsel
Tel: (450) 787-3411
Fax: (450) 787-3537

Pomp's Services Inc.                 Trade Debt     $439,625
5937 CTY S
Sobieski, WI 54171
Attn: General Counsel
Tel: (920)826-2039
Fax: (920)-826-7753

J&J Potatoes & Farm Credit NCW       Trade Debt     $427,268
8390 River Rd
Wittenbert, WI 54499
Attn: General Counsel
Tel: (715)454-6390
Fax: N/A


ALLIED INDUSTRIES: Panel Taps CohnReznick LLP as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Allied
Industries, Inc. seeks authorization from the U.S. Bankruptcy
Court for the Central District of California to retain CohnReznick
LLP as financial advisor, effective as of Sept. 30, 2013.

The Committee requires CohnReznick LLP to:

   (a) gain an understanding of Debtor's corporate structure and
       other related parties, if any;

   (b) gain an understanding of the Debtor's financial condition;

   (c) perform an assessment of the Debtor's projected profit and
       loss and cash requirements;

   (d) prepare and review both a dividend analysis pursuant to the
       proposed Plan of Reorganization and a liquidation analysis
       to determine the potential return to unsecured creditors
       under each scenario;

   (e) determine cash requirements to confirm proposed Plan of
       Reorganization;

   (f) perform an assessment of the Debtor's business plan which
       is the basis of the Debtor's Plan of Reorganization;

   (g) monitor the Debtor's weekly operating results and
       compliance with applicable Bankruptcy Court orders;

   (h) communicate findings to the Committee;

   (i) assist the Committee in negotiating the key terms of a Plan
       of Liquidation/Reorganization; and

   (j) render such assistance as the Committee and its counsel may
       deem necessary.

CohnReznick LLP will be paid at these hourly rates:

       Partners/Senior Partner       $585-$800
       Managers/Senior Managers/
       Directors                     $435-$620
       Other Professional Staff      $275-$410
       Paraprofessionals               $185

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

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

CohnReznick LLP can be reached at:

       Bernard A. Katz
       COHNREZNICK LLP
       1900 Avenue of the Stars
       Los Angeles, CA 90067
       Tel: (310) 843-9700

                       About Allied Industries

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.  Dheeraj K. Singhal, Esq.,
and Dixon L. Gardner, Esq. at DCDM Law Group, P.C., serve as the
Debtor's counsel.


ALLIED INDUSTRIES: Panel Hires Pachulski Stang as Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Allied
Industries, Inc. seeks permission from the U.S. Bankruptcy Court
for the Central District of California to retain Pachulski Stang
Ziehl & Jones LLP as counsel, nunc pro tunc to Sept. 30, 2013.

The Committee requires Pachulski Stang to:

   (a) assist, advise and represent the Committee in its
       consultations with the Debtor regarding the administration
       of this Case;

   (b) assist, advise and represent the Committee in analyzing the
       Debtor's assets and liabilities, investigating the extent
       and validity of liens and participating in and reviewing
       any proposed asset sales, any asset dispositions, financing
       arrangements and cash collateral stipulations or
       proceedings;

   (c) assist, advise and represent the Committee in any manner
       relevant to reviewing and determining the Debtor's rights
       and obligations under leases and other executory contracts;

   (d) assist, advise and represent the Committee in investigating
       the acts, conduct, assets, liabilities and the Debtor's
       financial condition, business operations and the
       desirability of the continuance of any portion of the
       business, and any other matters relevant to this Case or to
       the formulation of a plan;

   (e) assist, advise and represent the Committee in its
       participation in the negotiation, formulation and drafting
       of a plan of liquidation or reorganization;

   (f) provide advice to the Committee on the issues concerning
       the appointment of a trustee or examiner under Section 1104
       of the Bankruptcy Code;

   (g) assist, advise and represent the Committee in the
       performance of all of its duties and powers under the
       Bankruptcy Code and the Bankruptcy Rules and in the
       performance of such other services as are in the interests
       of those represented by the Committee;

   (h) assist, advise and represent the Committee in the
       evaluation of claims and on any litigation matters; and

   (i) assist, advise and represent the Committee regarding such
       other matters and issues as may be necessary or requested
       by the Committee.

Pachulski Stang will be paid at these hourly rates:

       Bradford J. Sandler       $750
       Shirley S. Cho            $695
       Peter J. Keane            $425
       Paralegal                 $295

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

Bradford J. Sandler, partner of Pachulski Stang, 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.

Pachulski Stang can be reached at:

       Bradford J. Sandler, Esq.
       PACHULSKI STANG ZIEHL & JONES LLP
       10100 Santa Monica Blvd., 13th Floor
       Los Angeles, CA 90067
       Tel: (310) 277-6910
       Fax: (310) 201-0760
       E-mail: bsandler@pszjlaw.com

                       About Allied Industries

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.  Dheeraj K. Singhal, Esq.,
and Dixon L. Gardner, Esq. at DCDM Law Group, P.C., serve as the
Debtor's counsel.


AMC NETWORKS: S&P Puts 'BB-' CCR on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services placed all ratings, including
the 'BB-' corporate credit rating, on New York City-based cable
network operator AMC Networks on CreditWatch with positive
implications.

The CreditWatch listing is in response to the company's
announcement that it has entered into a definitive agreement to
purchase Chellomedia from Liberty Global Inc. for Euro750 million
(approximately $1 billion).  Chellomedia, a subsidiary of Liberty
Global Inc., has a portfolio of 68 TV channels and passes more
than 390 million television householdes in 138 countries.  S&P
believes this transaction could improve the company's business
risk profile by adding significant international scale, which the
company has not historically had, and by reducing its heavy
dependence on the AMC Network, its highly successful flagship U.S.
cable network, which has historically been the largest individual
network contributor of the company's consolidated revenue and
EBITDA.  S&P expects the company will finance the transaction with
cash on the balance sheet and issuance of incremental debt.  As a
result, S&P expects adjusted leverage could rise to the high-4x
area on the day the transaction closes.  This leverage figure
includes the debt to finance the transaction but not the
incremental cash flow from Chellomedia.

In resolving S&P's CreditWatch listing, it will more fully
evaluate the business risk profile of AMC, assessing Chellomedia's
operations and AMC management's ability to integrate and run these
international operations.  In addition, S&P will assess the
ability and willingness of the company to reduce its leverage back
down to at worst current levels.  Adjusted leverage, as of
June 30, 2013, was 4.5x.  S&P expects the company to end 2013 at
about 4x.


AMERICAN AIRLINES: Returns to "Square One" If Merger Blocked
------------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that
American Airlines would have to start over in its effort to
restructure in bankruptcy after two years if the U.S. succeeds in
blocking the carrier's planned merger with US Airways Group Inc.,
creditors said.

According to the report, the bankruptcy would go back "to square
one with likely disruption and disarray among numerous,
financially unaligned stakeholders," the committee representing
American's unsecured creditors said in a court filing on Oct. 28
in Washington.

American parent AMR Corp. was set to exit court protection by
merging with Tempe, Arizona-based US Airways when the U.S. Justice
Department and a group of states sued the carriers in August, the
report related.  The government says the merger would reduce
competition while the airlines defend the deal as benefiting
consumers, the report further related.  The trial is set to begin
Nov. 25 in Washington.

The airlines and the Justice Department have agreed to talk with a
mediator, as suggested by the court, to see if they can resolve
the antitrust case, according to a separate filing on Oct. 28, the
report said.  Both sides said in a filing in August they didn't
expect a court dispute resolution process to "benefit" the case.

             Shares Dropped Friday After Starke Report

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. and its intended merger partner, US Airways
Group Inc., simultaneously tumbled momentarily the afternoon of
Oct. 25 without any publicly reported news about either airline to
explain the fall.

According to the report, AMR, the parent of American Airlines,
fell as much as 25 percent on Oct. 25, in a slide that began about
2:15 p.m. and lasted about 20 minutes. The shares, which had
traded as high as $7.19, closed at $6.22 in over-the-counter
trading, a 9.9 percent drop on the day.

At about the same time on the New York Stock Exchange, US Airways
fell as much as 4.5 percent to $21.65, compared with an intraday
high of $23.08, the report related.  The shares recovered enough
to close at $22.15, a 2.3 percent drop for the day.

The declines followed an Oct. 23 report by Kevin Starke, a
managing director at CRT Capital Group LLC in Stamford,
Connecticut, about the prospects for a U.S. Justice Department
lawsuit seeking to block the airlines' merger, the report said.
Starke wrote that there is "no reliable means for estimating" who
will win the case and recommended that investors own something
they "can live with the day after" a Justice Department victory,
the report further related. He identified so-called double-dip
bonds as attractive no matter who comes out on top.

The antitrust suit is scheduled for trial next month.

Starke said he's not a fan of AMR stock, except "as an adjunct to
a bond/claim position."

AMR has climbed more than 150 percent since a three-day plunge
that followed the government's filing in August. Starke attributed
the rise to a "bandwagon effect."

"Airline industry people" are "very convinced" the merger will
pass muster, while "antitrust lawyers are not," Starke said. Those
who favor industry commentary have a "good chance of jumping on
the optimistic bandwagon," he said.

Starke reworked his analysis of the recovery by AMR creditors and
stockholders in the event the merger is blocked.  He said he still
estimates double-dip bonds will recover the par amount plus
interest "while single-dips receive only 82 percent." He said
AMR's existing stock "could be worth $2.67."

Starke was among the first to identify AMR stock as having
value even before the merger was announced, because the parent
holding company isn't liable for all of the airline's debt and
has claims of its own against the airline.

AMR closed at a 12-month low of 36 cents on Nov. 9, rising to
$1.30 before the merger was announced in February. The U.S.
lawsuit in August sent the shares tumbling to $2.57 from a pre-
filing price of $5.81. The stock, which reached a 12-month high
of $6.90 on Oct. 24, climbed 5.1 percent on Oct. 28 to $6.54.

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-01236,
U.S. District Court, District of Columbia.

                      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)


ARCHDIOCESE OF MILWAUKEE: Dist. Judge Irks Sexual-Abuse Claimants
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Rudolph T. Randa handed down a
decision in July protecting $55 million in trust for maintenance
of cemeteries. Abuse victims, represented by the official
creditors' committee in the archdiocese's Chapter 11
reorganization, filed papers in August saying Judge Randa had an
undisclosed interest in the subject matter of the appeal because
his parents and several family members are buried in church
cemeteries in Milwaukee.

According to the report, after Judge Randa refused this month to
recuse himself and vacate the opinion, in which he reversed the
bankruptcy court, the creditors filed papers last week in the U.S.
Court of Appeals in Chicago asking the higher court to force Randa
to step down.

Judge Randa, in rejecting the notion that he should step down,
said his parents' "burial crypt is not an investment or an
asset," the report related. He likened the dispute over the
cemeteries, where 500,000 are interred, to litigation with
utilities the result of which could affect rates paid by a judge.

Judge Randa said the demand for recusal was "untenable, and it is
objectively unreasonable" because "a judge's religious affiliation
is not grounds for disqualification."  He said the creditors
should simply go ahead with the already-pending appeal to the
circuit court over the ability of creditors to reach the $55
million in cemetery funds.

Judge Randa relied on the federal Religious Freedom Restoration
Act of 1993 for his conclusion that the $55 million is protected
from creditors' claims. The cemetery trust may be the single
largest asset abuse victims could recover in compensation for
their claims.

The cemetery dispute isn't the only time Judge Randa ruled in
favor of the church, the report said.  Last week, he upheld the
bankruptcy court's ruling throwing out a claim by a sexual-abuse
claimant who mediated and settled for $80,000 before bankruptcy.

The victim contended that he had a fresh claim for fraudulent
inducement to settle. Neither the bankruptcy judge nor Judge Randa
bought the argument.

Judge Randa ruled that Wisconsin law blocks the claim simply
because mediation proceedings are barred from being presented in
evidence in a later court proceeding.

The archdiocese is also at odds with creditors' lawyers over
whether they must make disclosure about their clients.

This month the church filed papers asking the bankruptcy judge to
compel a law firm to comply with a bankruptcy rule by disclosing
details about the terms under which it's representing multiple
victims. The victims' lawyers take the position that they have no
disclosure obligation because there's a separate retention
agreement with each.

The dispute involving Judge Randa is Listecki v. Official
Committee of Unsecured Creditors (In re Archdiocese of Milwaukee),
13-bk-00179, U.S. District Court, Eastern District of Wisconsin
(Milwaukee). The cemetery lawsuit in bankruptcy court is Listecki
v. Official Committee of Unsecured Creditors (In re Archdiocese of
Milwaukee), 11-bk-02459, U.S. Bankruptcy Court, Eastern District
of Wisconsin (Milwaukee).

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ATLANTIC AVIATION: S&P Affirms 'BB-' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Atlantic Aviation FBO Inc. The outlook is stable.
At the same time, S&P affirmed its 'BB-' issue rating on the
company's term loan B, which the company is increasing to $515
million from $465 million, and the $70 million revolver, which is
unchanged.  The '3' recovery rating on the facility is unchanged
and indicates S&P's expectation of meaningful (50%-70%) recovery
in the event of payment default.

Atlantic Aviation intends to issue an incremental $50 million term
loan B and plans to use the proceeds for a distribution to its
parent, Macquarie Infrastructure Co. (MIC), an acquisition, and
general corporate purposes.  The company's credit metrics will
remain largely unchanged, with pro forma debt to EBITDA of 4x-4.5x
and funds from operations (FFO) to debt of 15%-20%.  "Although we
expect some earnings growth due to the gradual improvement in
business jet usage, the extent to which Atlantic Aviation's credit
metrics can strengthen is limited by the distribution of
essentially all excess cash flows to MIC, which does not allow for
any material debt repayment above required amortization," said
credit analyst Tatiana Kleiman.  As such, S&P's expectations for
2014 remain similar to 2013, with debt to EBITDA of 4x-4.5x and
FFO to debt of 15%-20%.

S&P views Atlantic Aviation's financial risk profile as
"aggressive" based on its relatively moderate leverage and good
cash generation, which it distributes to MIC.  S&P assess the
company's business risk as "weak," reflecting the firm's position
as the largest provider of fixed-based operation services to the
cyclical U.S. general aviation market, limited growth and
expansion opportunities, high barriers to entry, good customer and
geographic diversity, and solid profitability.

The rating outlook is stable.  Revenue and earnings should grow
modestly in the next 12 months due to gradually improving business
jet usage and the contribution from acquisitions.  S&P expects the
company's credit ratios to improve slightly over the next year,
primarily because of increasing earnings, but it anticipates no
debt reduction beyond scheduled amortization.

S&P could lower the ratings if the weak economy or a spike in fuel
prices decreases business jet usage and lowers earnings, or if the
company boosts debt to fund acquisitions, increasing adjusted debt
to EBITDA to more than 5x.

Although unlikely in the next year, S&P could raise the ratings if
earnings improvement is greater than it expects or if the company
uses excess cash flows to reduce debt, decreasing adjusted debt to
EBITDA to less than 3.5x and increasing adjusted FFO to debt to
more than 20%.


ATP OIL: Court Approves Additional Work for PwC
-----------------------------------------------
The U.S. Bankruptcy Court Southern District of Texas approved
ATP Oil & Gas Corporation's supplemental application for an order
expanding the scope of employment of PricewaterhouseCoopers LLP as
their independent auditors and tax advisors, nunc pro tunc to
August 15, 2013.

Counsel for the Debtors, Charles S. Kelley, Esq., explained to the
Court that the expansion of PwC's scope of services under the
Supplemental Tax Advisory Engagement Letter is largely related to
the preparation of various tax returns for the Debtor and certain
of its subsidiaries or affiliates for the tax year ending December
2012 and the general tax advisory services to be provided by PwC
under the Tax Advisory Engagement Letter approved by the Initial
Retention Order are not otherwise affected.

PwC will be paid based on these terms:

(a) Fixed Fee Compensation: The services PwC provides in
    connection with the engagements set forth in the Supplemental
    Tax Advisory Engagement Letter are not compensated on an
    hourly basis. Rather, PwC provides such services primarily on
    a fixed-fee basis with installments billed on an incremental
    basis. Presently, the fixed fees for the services contemplated
    under the Supplemental Tax Advisory Engagement Letter are:

    Engagement Letter                  Fixed-Fee Arrangement
    -----------------                  ---------------------
    Tax Return Preparation Services          $60,000
    DD&A Computations                        $40,000
    M-3 Development                          $25,000

(b) Nature of Estimates: These fixed-fee estimates are based on
    the time required by the individuals assigned to the Debtor'
    engagement. In addition, the fee estimates are based on the
    assumption that the Debtor will provide the information and
    assistance to PwC detailed in the Supplemental Tax Advisory
    Engagement Letter. If additional audit, accounting or tax
    procedures are necessary to complete the services and related
    report(s) or if the Debtor fails to satisfy its obligations,
    PwC will provide an estimate to the Debtor and the Court
    upon determination of the value of any such incremental
    services when the resulting incremental accounting services
    can be reasonably anticipated to cause the aggregate fees to
    PwC to exceed the fixed-fee contemplated by $200,000 or
    more.

(c) Applicable Hourly Rates: Fees for any additional services
    covered by the Supplemental Tax Advisory Engagement Letter
    will be based on the hours incurred and the level of personnel
    involved. The hourly rates, subject to periodic adjustment,
    that PwC professionals will charge pursuant to the
    Supplemental Tax Advisory Engagement Letter are:

                                     Hourly Billing Rates
                                     --------------------
Personnel Classification       2012 Integrated   Tax Advisory
------------------------             Audit EL         EL
                                ----------------  ------------
National Office                       $850          $850
Assurance/Tax/Risk
  Assurance Partners                   $838          $650
Director                              $515          $530
Bankruptcy Specialist Director        $634          $640
Senior Manager                        $430          $430
Manager                               $298          $330
Bankruptcy Specialist Manager         $492          $490
Senior Associate                      $235          $300
Bankruptcy Specialist
  Senior Associate                     $406          $410
Associate                             $157          $200

Attorneys for the Debtor may be reached at:

   Charles S. Kelley, Esq.
   MAYER BROWN LLP
   700 Louisiana Street, Suite 3400
   Houston, TX 77002-2730
   Telephone: 713 238-3000
   Facsimile: 713 238-4888

      - and -

   Craig E. Reimer, Esq.
   Joshua M. Grenard, Esq.
   71 South Wacker Drive
   Chicago, IL 60606
   Telephone: 312 782-0600
   Facsimile: 312 701-7711

                        About ATP Oil

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

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

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

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

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

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


BEDNOTES LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Bednotes, LLC
        4495 S. COACH DRIVE
        Tucson, AZ 85714

Case No.: 13-18788

Chapter 11 Petition Date: October 28, 2013

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

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: Kasey C. Nye, Esq.
                  MESCH, CLARK & ROTHSCHILD
                  259 N. Meyer Ave
                  Tucson, AZ 85701
                  Tel: 520-624-8886
                  Fax: 520-798-1037
                  Email: ecfbk@mcrazlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Seton Claggett, manager/member.

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


BERNARD L. MADOFF: Jury Told of "Magic" With Accounting Statements
------------------------------------------------------------------
Erik Larson, writing for Bloomberg News reported that Bernard
Madoff's account statements were full of discrepancies that could
be found by comparing the purported trades to published data, a
forensic accountant told jurors in the trial of five of the con
man's former employees.

According to the report, the majority of securities trades on the
customer statements exceeded actual market volume for the
indicated day or had prices outside the reported range of highs
and lows, Bruce Dubinsky, a government witness who analyzed the
fraud in 2011, testified on Oct. 29 in federal court in Manhattan.

In other cases, trades would "magically" move from original
statements to other versions of the same document, Dubinsky said,
the Bloomberg report related. "Things would appear and disappear
-- it was smoke and mirrors with account statements."

Dubinsky's commissioned report on the fraud is being used in civil
lawsuits by Irving Picard, the trustee liquidating the defunct
company to help repay victims, the report said.  The report will
help the 12-member jury understand exactly how Madoff's company
operated the "world's biggest Ponzi scheme," Dubinsky said.

Dubinsky told jurors he often found the real trading prices and
volumes by searching newspapers in the New York Public Library and
other pre-digital sources, the report added.  He also looked for
historical dividend payments and other data points from the real
world to see if they appeared on Madoff's statements.

                      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.


BEST UNION: Wants Final Decree Closing Reorganization Case
----------------------------------------------------------
Mufthiha Sabaratnam, Esq., at Sabaratnam & Associates, on behalf
of The Best Union, LLC, asks the Bankruptcy Court to enter a final
decree closing the Chapter 11 case of the Debtor.

According to the Debtor, the Plan has been substantially
consummated.  All other distributions required under the Plan have
been commenced, all objections to claims have been resolved, all
motions or issues have been resolved, all avoidance action issues
have been resolved, and there are no pending or open matters or
proceedings before the Court.

The Court entered the plan confirmation order on July 8, 2013.

The Plan provides that the secured claims of Bank of China, SPCP
Group V, LLC, will be paid in full and the lenders will retain
their liens securing the debts until the debts are paid or the
West Covina Property is sold.  Holders of general unsecured claims
will recover 100%.

The Court approved the explanatory disclosure statement as
containing "adequate information" in May 2013.  A full-text copy
of the Amended Disclosure Statement dated May 15, 2013, is
available for free at:

       http://bankrupt.com/misc/BESTUNION_AmdDSMay15.pdf

                      About The Best Union

West Covina, California-based, The Best Union, LLC, owns
properties in West Covina and Fresno, California.  Bank of China
and SPCP Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates, represents the Debtor in its
restructuring effort.  The Debtor disclosed assets of $11,431,364,
and liabilities of $9,195,179 in its schedules.  The petition was
signed by James Lee, manager.


BISCAYNE PARK: Wal-Mart Suit Part of Asset Sale, 11th Cir. Says
---------------------------------------------------------------
Law360 reported that the U.S. Court of Appeals for the Eleventh
Circuit ruled on Oct. 28 that a suit the bankrupt Biscayne Park
LLC had launched against Wal-Mart Inc. over access to a 16-acre
tract of land had rightfully been included in the bankruptcy sale
order when Madison Realty Capital LP bought Biscayne's assets.

According to the report, a three-judge panel of the Eleventh
Circuit affirmed a Florida federal court's decision backing the
bankruptcy court's finding that Madison had a lien on the Wal-Mart
suit under both a cash collateral order and prepetition loan
documents.

The appeal is Teresa Cardenas v. Madison Realty Capital LP, Case
No. 12-16142 (11th Cir.).

                      About Biscayne Park LLC

Miami, Florida-based Biscayne Park LLC filed for Chapter 11
bankruptcy protection (Bankr. S.D. Fla. Case No. 10-20941) on
April 26, 2010.  Joel M. Aresty, Esq., who has an office in North
Miami Florida, assisted the Company in its restructuring effort.
The Company disclosed $13.3 million in assets and $14.3 million in
liabilities as of the Petition Date.


BROOKLYN NAVY: S&P Alters Outlook to Developing Amid Low Liquidity
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Brooklyn
Navy Yard Cogeneration Partners L.P.'s (BNYCP) to developing.  At
the same time, S&P is removing BNYCP ratings from CreditWatch with
positive implications, where they were placed on May 17, 2013.

"The developing outlook reflects our view that the liquidity
position at the project will remain weak in light of a delay in
capital injection from the new owner, EIF United States Power Fund
IV L.P.," said Standard & Poor's credit analyst Jatinder Mall.
"Previously, we had expected EIF to bolster liquidity by the end
of third quarter.  While we continue to believe that EIF has a
vested interest to improve liquidity, given that it recently
acquired the project, we are uncertain of the timing.  We expect
liquidity at the project to deteriorate further over the next two
quarters as the project will generate insufficient cash flows over
the next six months to meet its total debt service requirements
and will have to use remaining cash on hand to service debt.
While we do not expect the project will have to use the debt
service reserve account (DSRA) to meet its debt obligation, an
unplanned outage at the project could lead to the project having
to rely on the DSRA to meet its debt service obligations," added
Mr. Mall.

The rating on BNYCP's senior debt remains 'CCC' and continues to
reflect S&P's view of its heavy debt burden, weak liquidity
position, and inability to withstand an unanticipated outage at
the plant.  The recovery rating on the senior debt remains at '4',
indicating S&P's anticipation of average (30% to 50%) recovery in
the event of a default.

BNYCP is a 220 megawatt (MW) to 300 MW gas- and oil-fired
cogeneration facility in Brooklyn, N.Y., which can produce up to 1
million pounds of steam per hour.  It has a 40-year power and
steam purchase agreement that expires in 2036 (energy sales
agreement) with Consolidated Edison Co. of New York Inc.


BUCKINGHAM SRC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Buckingham SRC, Inc.
           dba SRC Worldwide
        3425 Service Road
        Cleveland, OH 44111

Case No.: 13-17583

Chapter 11 Petition Date: October 28, 2013

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

Judge: Hon. Jessica E. Price Smith

Debtor's Counsel: Christopher W Peer, Esq.
                  HAHN LOESER AND PARKS LLP
                  200 Public Square, Suite 2800
                  Cleveland, OH 44114-2301
                  Tel: 216-621-0150
                  Fax: 216-241-2824
                  Email: cpeer@hahnlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Brian Kucia, vice president finance and
operations.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb13-17583.pdf


BUILDERS GROUP: Wants Exclusive Control of Case Through February
----------------------------------------------------------------
Builders Group & Development Corp., filed papers earlier this
month asking the U.S. Bankruptcy Court for the District of Puerto
Rico to extend (i) its exclusive periods to file a Chapter 11 plan
for an additional 60 days from Oct. 10, 2013, and an additional 60
days to solicit acceptances for that plan; and until Dec. 9, 2013,
to assume or reject executory contracts.

The extension sought will advance the Debtor's efforts to
reorganize and will not harm any party.  The motion is the first
request for an extension of the exclusivity periods and to
terminate the exclusivity periods.

                       About Builders Group

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


CACI INT'L: Moody's Assigns 'Ba2' CFR & Rates Secured Loan 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 CFR to CACI
International, Inc.  Concurrently, Ba2 ratings have been assigned
to CACI's planned secured bank credit facility.  A Speculative
Grade Liquidity rating of SGL-3 has also been assigned.  The
rating outlook is stable. Proceeds of the planned facility will
refinance the company's existing bank debt and fund the pending
$820 million acquisition of Six3 Systems (currently a B2 CFR).

Rating assigned:

  Corporate Family, Ba2

  Probability of Default, Ba2-PD

  $750 million first lien revolver due 2018, Ba2 (LGD3, 44%)

  $131 million first lien term loan due 2018, Ba2 (LGD3, 44%)

  $500 million first lien term loan A due 2018, Ba2 (LGD3, 44%)

  $300 million first lien term loan B due 2020, Ba2 (LGD3, 44%)

  Speculative Grade Liquidity, SGL-3

  Rating Outlook, Stable

Ratings Rationale:

The Ba2 Corporate Family Rating reflects CACI's significant scale,
historically good cash flow generation characteristics, and credit
metrics on par with the rating level while also recognizing the
challenging defense contracting business environment at hand. Pro
forma for the pending acquisition, Moody's estimates an annual
revenue base of $4.1 billion with debt to EBITDA just below 4x
(Moody's adjusted basis), consistent with the rating. The Six3
acquisition will enhance CACI's presence across the U.S.
intelligence community where funding levels are expected to be
relatively more resilient in coming years than they will be in the
company's historically core market - work supporting
intelligence/surveillance/reconnaissance systems and military
readiness, largely to the U.S. Army. High Army funding levels
during the Iraq and Afghanistan campaigns and CACI's strong
contract performance helped establish good scale over fixed
operating costs, which should support bidding prospects as the
company seeks to broaden its agency exposure. CACI will likely
continue dedicating its free cash flow toward expansion spending,
stock repurchases and debt reduction. While Moody's anticipates
meaningful de-levering through debt reductions, the company's
appetite to build presence within federal agencies where funding
levels will be more resilient and less vulnerable could temper the
pace of debt reduction, especially if the core defense business
more rapidly declines. Assuming the sequestration budgetary caps
and expected decline in supplemental wartime budget authority,
organic revenue declines will probably continue across 2014 and
possibly 2015, another consideration that may temper the pace of
de-levering.

The stable rating outlook incorporates Moody's belief that
opportunities for acquisitive growth will rise in coming years as
the defense sector downturn unfolds and that CACI's acquisitive
focus, financial capacity, and the value of expanding outside its
core markets to maximize growth potential are likely to sustain
leverage at levels above those incurred since FY2010.

The Speculative Grade Liquidity rating of SGL-3 represents an
adequate liquidity profile. At close of the transaction Moody's
anticipates revolver borrowing at $180 million, leaving $570
million of availability, an appropriate amount against the
company's revenue scale. However, Moody's notes that the company
as a policy typically holds a relatively modest cash balance and
in May 2014 $300 million of convertible debt matures. The revolver
will likely become more heavily utilized in turn, reducing cash on
hand and revolver availability to less robust levels. The maturity
and expected utilization limits the SGL rating.

Upward rating momentum would depend on expectation of debt to
EBITDA at 3x or less with free cash flow to debt of 15% or higher,
good liquidity and a stable or growing revenue base.

Downward rating pressure would build with debt to EBITDA sustained
at or above 4x, free cash flow to debt of 10% or less and only
adequate liquidity.

CACI International Inc ("CACI"), based in Arlington, VA, provides
information technology ("IT") services and solutions for the U.S.
Department of Defense (DoD), federal civilian agencies, and the
government of the United Kingdom. Revenues in the fiscal year
ended June 30, 2013 were $3.7 billion.


CACI INT'L: S&P Assigns BB+ CCR & rates $1.6BB Secured Debt BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
corporate credit rating to Arlington, Va.-based CACI International
Inc.  The outlook is stable.

At the same time, S&P assigned its 'BB+' issue-level rating and
'3' recovery rating to the company's proposed $1.681 billion
first-lien senior secured credit facility, consisting of a
$750 million revolving credit facility, $631 million term loan A,
and $300 million term loan B.  The '3' recovery rating indicates
S&P's expectation for meaningful (50% to 70%) recovery in the
event of a payment default.

S&P also assigned its 'BB-' issue-level rating and '6' recovery
rating to the company's existing $300 million unsecured
convertible notes.  The '6' recovery rating indicates S&P's
expectation for negligible (0% to 10%) recovery in the event of a
payment default.

"Our ratings on CACI reflect its 'satisfactory' business risk
profile and 'significant' financial risk profile," said Standard &
Poor's credit analyst Al Bonfantini.

S&P's business risk assessment is based on the company's long-
standing relationships with key intelligence and defense
organizations, meaningful scale that enables it to compete
effectively for most contracts, diverse customers and service
capabilities, and stable profitability.  Partially offsetting
these considerations are a currently uncertain government spending
environment and strong competition from similarly sized or larger
entities.  The financial risk assessment incorporates pro forma
leverage expected to be in the mid-3x area over the near term,
good FOCF, adequate liquidity, and a moderately acquisitive growth
strategy.

The stable outlook reflects S&P's expectation that the company
will avoid material revenue declines from sequestration, maintain
its solid EBITDA margins, and continue to generate around
$225 million of FOCF, while gradually deleveraging over the near
term.  The company's sound competitive position also supports the
stable outlook.

Ratings upside is limited over the near term given current
leverage levels, an uncertain operating environment, and the
company's acquisitive growth strategy.

S&P could lower the rating to 'BB' if leverage rises and is
sustained above 4x, as a result of a sharp deterioration in
revenue, margins, and EBITDA due to additional large budget cuts
and/or pricing pressure, or because of material debt-funded
acquisitions.


CALPINE CORP: Fitch Rates $390MM Senior Secured Loan at 'BB+'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+/RR1' rating to Calpine Corp.'s
(Calpine) $390 million senior secured term loan due 2020 and $750
million 6.000% senior secured notes due 2022. The Rating Outlook
is Stable. The net proceeds from the two issuances will be used by
Calpine to buy back its existing $1,080 million 7.25% senior
secured notes due 2017. The company has already announced a cash
tender offer for its 2017 notes.

The new issuances will be guaranteed by Calpine's current and
future subsidiaries that guarantee the existing first lien debt.
The new first lien loan and notes will be secured by a first
priority lien on all existing and future assets of guarantor
subsidiaries and will be subordinated to the existing and future
liabilities of Calpine Construction Finance Company, L.P. (CCFC)
and certain Calpine subsidiaries that have project finance debt.
Fitch estimates that guarantor subsidiaries that account for
approximately 20,000 MW of generation capacity, including projects
under construction, directly guarantee the parent debt.

Key Rating Drivers:

Calpine's 'B+' Issuer Default Rating (IDR) reflects the company's
relatively cleaner fuel profile, geographic diversity, exposure to
the Electricity Reliability Council of Texas (ERCOT), and ability
to sustain its EBITDA in different natural gas price scenarios.
The IDR also reflects high consolidated gross leverage, strong
liquidity position including a growing free cash flow profile,
manageable debt maturities, and consistently demonstrated capital
market access.

Calpine's EBITDA has proved to be resilient in different natural
gas price scenarios. While its EBITDA remains biased towards
higher natural gas prices given the relative efficiency of
Calpine's fleet compared to the market, low natural gas prices
such as in 2012 boost the generation output, thus, offsetting the
compression in generation margins to a large extent. The level of
generation EBITDA stability demonstrated by Calpine over the last
four years is quite unique among the merchant power generation
companies.

Capital deployment in the already announced new generation
projects, which comprises projects under long-term contracts as
well as merchant generation in ERCOT and PJM, is expected to drive
EBITDA growth in the near term. Longer term, Calpine remains
positively leveraged to scarcity pricing reflecting demand supply
imbalances in its markets as well as to a recovery in natural gas
prices given its highly efficient fleet and natural gas being on
the margin for power prices in most of the markets it operates in.

Fitch expects Calpine's gross leverage to be approximately 6.2x in
2013 and steadily improve to 4.5x in 2017. Funds from operations
(FFO) to debt is expected to be approximately 9% in 2014 and
improve to 15%-16% in 2017. Coverage ratios remain strong over
2013-2017, consistent with Fitch's guideline metrics for a 'B+'
IDR, and could potentially improve if the company is successful in
capitalizing on the refinancing opportunities to lower its
interest costs. The forecasted net leverage metrics are even
stronger as Fitch's forecast assumes excess cash builds up on the
balance sheet. Fitch expects Calpine to hit its net debt/EBITDA
target of 4.5x in 2014 through a combination of scheduled debt
payments and growth in EBITDA. Fitch does not expect management to
proactively reduce debt from the current levels aside from the
scheduled debt maturities/amortizations.

Fitch expects Calpine to generate strong free cash flow.
Management has been increasingly focusing on growth capex and
share repurchases as its primary uses of excess cash. It is
Fitch's expectation that management continues to prudently invest
the excess cash flow proceeds in growth oriented projects and
manage its balance sheet in a conservative manner. Fitch
acknowledges the success that Calpine has had in simplifying its
capital structure, pushing out debt maturities and gaining
financial flexibility in capital allocation decisions. Calpine's
liquidity position is strong with approximately $913 million of
cash and cash equivalents, including restricted cash, and $760
million of availability under the corporate revolver, as of June
30, 2013.

Recovery Analysis:

The individual security ratings at Calpine are notched above or
below the IDR, as a result of the relative recovery prospects in a
hypothetical default scenario.

Fitch values the power generation assets that guarantee the parent
debt using a net present value (NPV) analysis. A similar NPV
analysis is used to value the generation assets that reside in
non-guarantor subs and the excess equity value is added to the
parent recovery prospects. The generation asset NPVs vary
significantly based on future gas price assumptions and other
variables, such as the discount rate and heat rate forecasts in
California, ERCOT and the Northeast. For the NPV of generation
assets used in Fitch's recovery analysis, Fitch uses the plant
valuation provided by its third-party power market consultant,
Wood Mackenzie as well as Fitch's own gas price deck and other
assumptions. The recovery analysis results in a 'RR1' rating for
the first lien debt, which reflects a three-notch positive
differential from the 'B+' IDR and indicates that Fitch estimates
outstanding recovery of 91%-100%.

Rating Sensitivities:

Further Positive Rating Actions Unlikely: Positive rating actions
for Calpine appear unlikely unless there is material and
sustainable improvement in Calpine's credit metrics compared with
Fitch's current expectations. Management's net leverage target of
4.5x effectively caps Calpine's IDR at the 'B+' category.

Weak Wholesale Power Prices: Calpine's EBITDA is sensitive to the
level of power demand and the supply dynamics in each of the
markets it operates in. Regulatory construct and market rules can
distort pricing signals relative to the underlying power demand
and supply fundamentals. These factors could depress Calpine's
EBITDA and FFO below Fitch's expectations and, if sustained over a
period of time, could lead to negative credit actions.

Aggressive Capital Allocation Strategy: An enhanced pace of share
repurchases without hitting or sustaining the stated net leverage
targets would be a cause of concern.

Higher Business Risk: An aggressive growth strategy that diverts
significant proportion of growth capex towards merchant assets
could lead to negative rating actions. Inability to renew its
expiring long-term contracts could potentially lead to a higher
open position and elevate the business risk for Calpine.


CAPMARK FINANCIAL: Swap Deal With Wells Fargo Approved
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Wells Fargo Bank NA and reorganized Capmark Financial
Group Inc. won bankruptcy court approval at the end of the last
week for a settlement of a $28 million swap dispute. The terms
were not disclosed.

According to the report, soon after Capmark filed for Chapter 11
protection in October 2009, San Francisco-based Wells Fargo
terminated a swap and claimed $5.6 million more than the $22.2
million it was holding as collateral.

In the ensuing lawsuit, Capmark argued that only $4 million was
owed, the report related.  Had Capmark been correct, most of the
collateral would have been refunded.

                    About Capmark Financial

Based in Horsham, Pennsylvania, Capmark Financial Group Inc. --
http://www.capmark.com/-- provided financial services to
investors in commercial real estate-related assets.  Capmark has
three core businesses: lending and mortgage banking, investments
and funds management, and servicing.  Capmark operates in North
America, Europe and Asia.  Capmark has 1,000 employees located in
37 offices worldwide.

On Oct. 25, 2009, Capmark Financial and certain of its
subsidiaries filed voluntary petitions for relief under Chapter 11
(Bankr. D. Del. Lead Case No. 09-13684).  Capmark disclosed assets
of US$20 billion against total debts of US$21 billion as of
June 30, 2009.

Capmark's financial advisors were Lazard Freres & Co. LLC and
Loughlin Meghji + Company.  Capmark's bankruptcy counsel were
Dewey & LeBoeuf LLP, and Richards, Layton & Finger, P.A.  Beekman
Advisors, Inc., is serving as strategic advisor.
KPMG LLP served as tax and accounting advisor.  Epiq Bankruptcy
Solutions, LLC, served as claims and notice agent.

The Official Committee of Unsecured Creditors tapped Kramer Levin
Naftalis & Frankel LLP as its counsel and JR Myriad 1LLC as its
commercial real estate business advisors.  The Committee also
retained Cutler Pickering Hale and Dorr LLP as its attorneys for
the special purpose of providing legal services in connection with
Federal Deposit Insurance Corporation matters.

Protech Holdings C LLC, an affiliate of Capmark, filed for
Chapter 11 protection on July 29, 2010 (Bankr. D. Del. Case No.
10-12387).  Protech estimated assets and debts in excess of
$1 billion as of the filing date.

Since filing for Chapter 11, Capmark completed three sales to
generate more than $1 billion in cash.  Berkshire Hathaway Inc.
and Leucadia National Corp. bought most of the business for
$468 million.  In April 2011, Greenline Ventures LLC completed the
acquisition of the New Markets Tax Credit division of Capmark
Financial Group Inc.  Since inception of the NMTC program,
Capmark's NMTC division has closed over $1.1 billion of NMTC
investment funds and financed over $2.5 billion of projects and
businesses in low income communities nationwide.

Capmark won confirmation of its reorganization plan in August 2011
allowing it to distribute about $4 billion of stock, cash and new
debt to unsecured creditors and streamline operations around its
flagship bank.  Unsecured creditors were to receive $900 million
in cash, $1.25 billion in secured notes and 100 million shares in
reorganized Capmark, now a bank holding company.  The plan was
declared effective in October.

Also in October 2011, Capmark closed the sale of its low-income
housing tax credit asset portfolio to Hunt Cos. Inc., a national
real estate services company.  El Paso, Texas-based Hunt was the
successful bidder in the auction of the assets, paying
$102.4 million.


CHARLES STREET: Bank Sanctioned, Can't File Rival Plan
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Charles Street African Methodist Episcopal Church
of Boston is the subject of an acrimonious bankruptcy, and it
remains to be seen whether the secured lender's new attorneys can
bring peace to the Chapter 11 case.

According to the report, the 200-year-old church's adversary is
OneUnited Bank, which describes itself as the only black-owned
bank in Massachusetts and holds two mortgages for a total of about
$4.8 million. Shortly after the church's March 2012 Chapter 11
filing, OneUnited lodged an unsuccessful request to toss the case
out of bankruptcy court.

OneUnited and the church had been battling for years before
bankruptcy over a loan to build a community center, the report
related.  The church, located in Boston's Grove Hill neighborhood,
filed for Chapter 11 protection to halt foreclosure by the bank.

While the bank succeeded in defeating the church's reorganization
plan and avoided having its claim subordinated to all other
creditors, it was sanctioned by U.S. Bankruptcy Judge Frank J.
Bailey and lost the right to file a competing plan.

Early in the case, the bank moved to end the church's exclusive
right to propose a plan. Attached to that motion was a proposed
plan under which the bank would pay creditor claims in full, with
money coming from a non-bankrupt affiliate of the church.

In an Oct. 2 opinion, Judge Bailey said the bank's plan "could not
possibly be confirmed." He said it was "filed by counsel who I am
certain understood its infirmity" because there was no way to
compel the affiliate to pay creditor claims.  He said the bank's
plan violated the church's exclusive plan-filing rights because it
had no other "purpose than to sway the votes of unsecured
creditors with a false hope of payment in full."

Although Judge Bailey concluded that the bank's conduct didn't
warrant subordinating the mortgages to unsecured creditors' $2
million in claims, he decided it was appropriate to bar the bank
from filing a plan of its own, even though the church's
exclusivity rights had lapsed.

Judge Bailey also required the bank to pay the church's attorneys'
fees for some of the litigation. He's compelling OneUnited to pay
Boston-based Ropes & Gray LLP at regular hourly rates, even though
the firm has been representing the church for free.

Deeming even those sanctions "inadequate," Judge Bailey also
ordered the bank to pay as much as $50,000 in expenses for an
examiner to monitor insurance coverage and the adequacy of monthly
operating reports.

In a separate opinion on Oct. 2, Judge Bailey refused to approve
the church's Chapter 11 plan, after confirmation hearings held
over several months, because it was based on subordination of the
bank's claim. Judge Bailey also decided the plan wasn't feasible
because the church hadn't shown sufficient income and
contributions to service debt.

The bank suffered another defeat on Sept. 30, when a Boston
district judge upheld rulings by Judge Bailey from a year earlier.
The bankruptcy judge had denied a motion to dismiss the Chapter 11
case and ruled that the higher default rate of interest in the
bank's mortgages represented an unenforceable penalty under
Massachusetts law.

Judge Bailey also authorized the bank to hire a new law firm. Its
former counsel, Pierce Atwood LLP, didn't return a call seeking
comment on the case.

The judge will rule at a later hearing on how much the bank must
pay for the church's fees. OneUnited is appealing the rulings.

                       About Charles Street

Charles Street African Methodist Episcopal Church --
http://www.csrrc.org/-- is located in Roxbury, Massachusetts.
The Church is to advocate for the needs of community residents and
to strengthen individuals, families, and the community by
providing social, educational, economic, and cultural services.

The Church filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 12-12292) on March 20, 2012, to prevent its lenders, OneUnited
Bank, from foreclosing on a $1.1 million loan and auctioning off
the church.

The Debtor estimated both assets and debts of between $1 million
and $10 million.

The church is being represented by the Boston firm Ropes &
Gray LLP, which is working free of charge.


CITRUS COUNTY HOSP: Fitch Cuts Rating on $38MM 2002 Bonds to 'B-'
-----------------------------------------------------------------
Fitch Ratings has downgraded the rating on approximately $38
million series 2002 bonds issued by the Citrus County Hospital
Board (Citrus Memorial Health Foundation, Inc.) on behalf of
Citrus Memorial Hospital (CMH) to 'B-' from 'B'.

Additionally, Fitch has revised the Rating Watch to Evolving from
Negative reflecting the organization's proposed sale or lease
transaction with Hospital Corporation of America (HCA), which is
in its initial stages. Citrus County Hospital Board (CCHB) and
Citrus Memorial Health Foundation (CMHF) have agreed to a
transaction, and a letter of intent (LOI) is expected to be signed
by November 2013.

Fitch expects to resolve the Rating Watch within the next six
months as the transaction's final terms and likelihood of success
become clearer.

Security:

The series 2002 bonds are secured by a pledge of gross revenues of
the foundation and a debt service reserve fund.

Key Rating Drivers:

DOWNGRADE REFLECTS LOWER LIQUIDITY: The rating downgrade to 'B-'
reflects CMH's continued financial deterioration, which was
highlighted by a significant drop in liquidity driven by the early
payoff of its series 2006 bonds. As of Sept. 30, 2013 (year-end;
unaudited), CMH's unrestricted cash and investments decreased by
nearly 50% to an absolute total of $14.5 million from $30 million
in fiscal 2012. Additionally, the organization's operations
continued to be pressured by undependable tax revenue, ongoing
legal costs, and further volume declines. In fiscal 2013, CMH
recorded a $4.2 million loss from operations, which translated
into a negative 2.9% operating margin.

Rating Sensitivities:

COMPLETION OF PENDING TRANSACTION: Resolution of the Rating Watch
will likely be tied to the completion of the pending transaction,
which management has indicated would resolve all legal disputes
between both hospital boards and require the series 2002 bonds to
be redeemed. Failure to complete the transaction and further
financial deterioration could, conversely, result in negative
rating pressure.

Credit Profile:

Citrus Memorial Hospital is a 198-bed community hospital located
in Inverness, FL, approximately 75 miles north of Tampa. In fiscal
2013 (Sept. 30 fiscal year-end), CMH had $148.4 million in total
operating revenue. CMH covenants to provide quarterly disclosure
by written request to bondholders who hold more than $1 million in
bonds and distributes annual financial statements to the MSRB's
EMMA system.

Weak Financial Profile:

The downgrade to 'B-' from 'B' reflects CMH's weakened financial
profile since Fitch's last review (May 2013). Specifically,
unrestricted cash and investments dropped significantly to $14.5
million in fiscal 2013 (unaudited) from $30 million in fiscal
2012. CMH's balance sheet metrics are weak at 36.7 days cash on
hand, 3.4x cushion ratio, and 31.7% cash to debt, which Fitch
views as a primary credit concern. Management states unrestricted
cash levels dropped due to early debt repayments, system
conversion issues, and various capital expenditures. Overall,
Fitch believes CMH's balance sheet leaves the organization with
minimal financial cushion.

In Fitch's last rating review, there was concern over a potential
default scenario in relation to the organization not having
adequate debt service coverage. This situation has been averted as
CMH paid off its previously outstanding series 2006 bonds with
cash, thus improving debt service coverage metrics. In fiscal
2013, CMH had debt service coverage of 1.5x.


COMMSCOPE HOLDING: Moody's Hikes CFR to B1 & Notes Rating to B2
---------------------------------------------------------------
Moody's Investors Service upgraded CommScope Holding Company,
Inc.'s corporate family rating to B1 from B2, upgraded its
unsecured notes due 2020 rating to B3 from Caa1 and upgraded
CommScope Inc.'s senior unsecured notes due 2019 to B2 from B3 and
other ratings. CommScope Inc. is the main operating subsidiary of
CommScope Holdings. The upgrade was driven by the expectation of
debt reduction and less aggressive financial policies as a result
of the company's initial public equity offering. Moody's also
assigned a speculative grade liquidity rating of SGL-2. The
ratings outlook is stable.

Ratings Rationale:

Proceeds from the IPO are expected to be used to retire
approximately $399 million of senior unsecured notes due 2019
reducing leverage to approximately 4.3x (pro forma debt to EBITDA
based on June 30, 2013 LTM results). Though private equity firm
The Carlyle Group will continue to control the company and own
close to 80% of the stock, Moody's expects the addition of public
shareholders and independent directors will moderate the company's
historically aggressive financial policies. Moody's expects over
time Carlyle will further reduce their ownership position through
secondary offerings and thus are inclined to tailor financial
policies to meet lower leverage targets common in public
companies.  Nonetheless, as the controlling shareholder Carlyle
may drive more aggressive financial policies than a non-controlled
company with a fully independent board. Carlyle has taken out
approximately $750 million in dividends since acquiring CommScope
(including raising $550 million in debt in May 2013 to fund a
distribution).

Liquidity as reflected in the SGL-2 rating is expected to be good
based on cash on hand ($178 million pro forma for the offering), a
$400 million revolver ($302 million available as of June 30, 2013)
and expectations of strong free cash flow over the next year.

The stable outlook reflects low to mid single digit organic
revenue growth expectations with some volatility due to carrier
spending swings. The outlook also accommodates a moderate level of
acquisitions which could result in leverage remaining at current
levels. The ratings could be upgraded if leverage is expected to
remain below 4x and the company transitions away from single
shareholder control and towards a more balanced financial policy.
The ratings could be downgraded if leverage were to increase above
5x particularly if driven by a debt financed dividend.

The following ratings were revised:

Upgrades:

Issuer: CommScope Holding Company, Inc.

Corporate Family Rating, Upgraded to B1 from B2

Probability of Default Rating, Upgraded to B1-PD from B2-PD

Senior Unsecured Regular Bond/Debenture June 1, 2020, Upgraded to
B3 LGD6, 92 % from Caa1 LGD6, 93 %

Issuer: CommScope, Inc.

Senior Unsecured Regular Bond/Debenture Jan 15, 2019, Upgraded to
B2 LGD4, 67 % from B3 LGD4, 65 %

LGD Revisions:

Issuer: CommScope, Inc.

Senior Secured Bank Credit Facility Jan 14, 2018, Revised to a
range of LGD2, 24 % from a range of LGD2, 21 %

Assignments:

Issuer: CommScope Holding Company, Inc.

Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook Actions:

Issuer: CommScope Holding Company, Inc.

Outlook, Remains Stable

The debt instrument ratings were determined in conjunction with
Moody's Loss Given Default Methodology and reflect their relative
position in the capital structure. The ratings assume a $399
million repayment in the 2019 senior unsecured notes.

CommScope Holding Company, Inc., headquartered in Hickory, North
Carolina, is a leading global provider of connectivity and
infrastructure solutions targeted towards cable and telecom
service providers as well as the enterprise market. The company
had LTM revenues of over $3.5 billion for the period ended June
30, 2013.


COMMUNITY MEMORIAL: Liquidating Trustee Balks at Final Decree Bid
-----------------------------------------------------------------
James W. Boyd, Liquidating Trustee, objected to the entry of a
final decree closing the Chapter 11 case of Community Memorial
Hospital, doing business as Cheboygan Memorial Hospital.

The Liquidating Trustee requests that the Court not enter a final
decree, and not close the case pending the filing by the
Liquidation Trustee of a motion for entry of a final decree.

According to the Liquidating Trustee, if the bankruptcy case is
closed, the Liquidating Trustee will not be able to complete
certain actions that may require the Court's involvement,
including:

   a. the filing prosecution of objections to numerous proofs
      of claim and requests for the payment of administrative
      expenses;

   b. the completion of certain adversary proceedings, including
      pending and yet to-be-filed proceedings to recover
      preferential transfers under Section 547 of the Code;

   c. the filing and prosecution of "D&O" claims for which an
      extensive investigation has been undertaken by the Committee
      and is being continued by the Liquidating Trustee; and

   d. the resolution of various final fee applications of various
      applicants, including those of Conway McKenzie (consultants
      to the Debtor), Varnum LLP (attorneys to the Creditors
      Committee), and the Nantz Law Firm.

   e. approvals of sales of remaining assets, including accounts
      receivable and real property.

As reported in the Troubled Company Reporter on Sept. 4, 2013,
the Official Committee of Unsecured Creditors in the Chapter 11
case of Community Memorial Hospital won confirmation of its
Corrected First Amended Plan of Liquidation for the Debtor.  The
Plan provides that on or prior to the Effective Date, a
liquidating trust will be established for the purpose of
liquidating the Debtor's remaining assets and distributing the
proceeds thereof to creditors.

                              The Plan

As reported in the TCR on July 31, 2013, the First Amended Chapter
11 Plan was filed as a complete amendment and restatement of the
Plan of Liquidation filed by the Committee on April 5, 2013.

Pursuant to the First Amended Plan, on or prior to the Effective
Date, a liquidating trust will be established for the purpose of
liquidating the Debtor's remaining assets and distributing the
proceeds thereof to creditors.

Citizens Bank (Class 3) will be deemed to have that portion of its
claim that is a secured claim deemed satisfied and paid in full in
exchange for (i) the Debtor's Lincoln Bridge property and Bay
Street property, (ii) cash payment on the effective date of the
Plan, and (iii) a note secured by accounts receivable.

The USDA (Class 4) will have that portion of its claim that is a
secured claim deemed satisfied and paid in full in exchange for
cash payment on the Effective Date.

Upon payment of higher ranked claims, each holder of general
unsecured claims (Class 5) will receive its pro-rata share of the
liquidating trust assets.

A copy of the Corrected First Amended Plan of Liquidation is
available at:

      http://bankrupt.com/misc/communitymemorial.doc777.pdf

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq.,
at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent
the Debtor as counsel.  The Debtor's financial advisor is Conway
Mackenzie Inc.  The Debtor disclosed $23,085,273 in assets and
$26,329,103 in liabilities.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan,
represents the Unsecured Creditors' Committee as counsel.


CORBIN PARK: Failure to Pay Fees & File Reports Prompts Dismissal
-----------------------------------------------------------------
The U.S. Bankruptcy Court approved a motion filed by Richard A.
Wieland, the U.S. Trustee for Region 20, for an order dismissing
the Chapter 11 case of Corbin Park, L.P.

The U.S. Trustee told the Court that the Debtor has failed to file
a monthly operating report for April 2013, May 2013, and June
2013, thus making it difficult for him to figure out if a recovery
is feasible.  The non-filing of the reports also precludes the
U.S. Trustee from determining if other administrative expenses are
being left unpaid.

Moreover, the U.S. Trustee asserted the Debtor is delinquent on
its payment of the statutory fees in the amount of $1,000 for the
fourth quarter of 2012, first quarter of 2013, and second quarter
of 2013 which includes penalties and interest.

                       About Corbin Park

Corbin Park, L.P., owns a large portion of a partially developed
97-acre shopping center known as "Corbin Park", which is located
at the intersection of Metcalf Avenue and West 135th Street in
Overland Park, Kansas.  The Debtor acquired the Property from
previous owners and developers State Line LLC and 135 Metcalf LLC.
Invesco Ltd., investing at least $38 million, and Metcalf's in-
house agent Cormac formed Corbin Park to purchase the Property.
Bank of America agreed to advance up to $107 million in
construction loans to Corbin Park.

Based in Omaha, Nebraska, Corbin Park sought Chapter 11 protection
(Bankr. D. Kan. Case No. 10-20014) on Jan. 5, 2010.  Carl R.
Clark, Esq., and Jeffrey A. Deines, Esq., at Lentz Clark Deines
PA, represent the Debtor.  The Debtor estimated $50 million to
$100 million in assets and $10 million to $50 million in debts as
of the Petition Date.


COUNTRYWIDE FINANCIAL: $500 Million Accord Gets Tentative Approval
------------------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reported that Bank
of America Corp.'s Countrywide unit won tentative final approval
of a $500 million securities class-action settlement with
investors in its devalued residential mortgage-backed securities.

According to the report, U.S. District Judge Mariana Pfaelzer, at
a hearing on Oct. 29 in Los Angeles, set aside objections from the
Federal Deposit Insurance Corp., which had argued as receiver of
19 failed banks that the accord disproportionately favors a
subclass of the investors.

"I'm going to have to write something," the judge said, the report
related.  "Nothing is final until the court has written an order."

The settlement resolves claims that Countrywide, the largest U.S.
mortgage lender when it was taken over by Bank of America in 2008,
misled investors in offering documents about the quality of the
home loans that were pooled for the securities, the report said.
Many of the securities had been given the highest credit ratings
and lost value when they were cut to junk during the collapse of
the U.S. housing market.

"I think this a very, very significant case," Judge Pfaelzer told
the lawyers who filed the first class-action cases against
Countrywide as far as back 2007, the report further related.  "It
was really a very enterprising thing for you to do."

The case is Maine State Retirement System v. Countrywide Financial
Corp., 10-00302, U.S. District Court, Central District of
California (Los Angeles).

                   About Countrywide Financial

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

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


DETROIT, MI: Cash Threatened by Syncora Before Bankruptcy
---------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that before
Detroit filed its record-setting bankruptcy, it fought a "running
gun battle" with Syncora Guarantee Inc. to protect its best source
of cash from the bond insurer, said Kevyn Orr, the city's
emergency manager.

According to the report, that dispute, other court fights and
tough negotiations with unions and additional creditors persuaded
Orr to choose a bankruptcy filing, he testified on Oct. 28 at a
trial in Detroit to determine whether the city can remain under
court protection.

"The situation seemed to be growing more and more precarious and
somewhat out of control," Orr told U.S. Bankruptcy Judge Steven
Rhodes, who will decide whether the city qualifies to remain in
court, the report related.

Under bankruptcy protection, Detroit's assets can't be seized by
creditors and the city is shielded from lawsuits that may disrupt
its restructuring effort, the report noted.

To remain in bankruptcy, the city must show that it's insolvent,
that it's entitled under state law to file for bankruptcy, that it
tried to negotiate with creditors or was unable to do so, and that
it intends to file a plan to adjust its debts, the report said.

                      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: Governor Testifies in Bankruptcy Trial
---------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
Michigan Gov. Rick Snyder testified on Oct. 28 in Detroit's
bankruptcy case that a federal judge should decide whether to cut
pensions promised to city workers.

According to the report, one of Mr. Snyder's attorneys suggested
in an email that the governor might consider moving to protect
pensions from cuts by attaching a clause to the city's bankruptcy
filing in July. But the governor testified that he essentially
rejected that advice, protecting no creditor in the historic
filing.

"My concern is that this is [an] extremely difficult process,"
said Mr. Snyder, a Republican, the report related. He said he saw
a cash-poor city in "crisis mode" and worried that attaching
contingencies might delay the process. The state constitution
doesn't protect accrued pension benefits from cuts, he added.

The testimony, unusual for a sitting governor in Michigan, came on
the fourth day of a trial to determine whether Detroit is eligible
for bankruptcy protection, the report related.  Dozens of people
protested outside the federal court before his appearance.

The trial is expected to continue for several more days, and
federal bankruptcy Judge Steven Rhodes could issue a ruling on the
issue by next month, the report said.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Kevyn Orr testified on Oct. 25 that his appointment
as Detroit's emergency manager wasn't part of a scheme to put the
city into municipal bankruptcy. He was slated to be cross-examined
on Oct. 28 by lawyers for city workers and unions.

Detroit's investment banker Kenneth Buckfire testified that the
city decided to treat unsecured creditors alike by paying them all
pennies on the dollar, the report related.  Before bankruptcy,
city workers and bondholders both argued that they were entitled
to full payment.

The police chief testified that the city solves only 11 percent of
homicides. With 384 murders in 2012, Detroit is the second-most
violent city in the nation, he said.

Rather than adopt a counter-proposal of its own, the Detroit city
council passed a resolution imploring the bankruptcy judge to deny
approval of a $350 million loan to be used partly to terminate
swap agreements that encumber the city's casino-tax revenue. The
loan is intended to free cash for infrastructure improvements and
save $60 million.

The eligibility trial was scheduled to end Oct. 29.  Hoping to
avoid reductions in retiree benefits, city workers contend the
city didn't file bankruptcy in good faith and should be barred
from bankruptcy court.

                      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: Liquidating Trust Hit With $50MM Malpractice Suit
------------------------------------------------------------------
Law360 reported that former clients of Dewey & LeBoeuf LLP on
Oct. 28 hit the defunct firm's liquidating trust with a $50
million malpractice suit, claiming former Dewey attorneys' advice
on an international investment plan was faulty and cost them
millions in tax penalties and legal defense.

According to the report, Roy E. Hahn, Larry J. Austin, Chenery
Associates Inc. and Chenery Management Inc. accuse Dewey's former
lawyers of providing lousy legal advice on the plaintiffs' plan to
take advantage of the Asian debt crisis in early 2000.

                       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.


DOLE FOOD: S&P Retains 'B' CCR Following Upsized Financing
----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Westlake Village, Calif.-based Dole Food Co. Inc. are unchanged
following the recent upsizing of the company's proposed
refinancing, in conjunction with its going-private transaction,
which includes a $25 million increase to each tranche of its
previously proposed financing.  The financing will now consist of
a proposed $175 million asset-based revolving credit facility
(unrated), $750 million five-year senior secured term loan B, and
$300 million 5.5-year senior secured notes (junior-lien notes).

The issue-level rating on the upsized term loan B remains 'B-' and
the recovery rating remains '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery for senior secured lenders in the
event of a payment default.  The issue-level rating on the upsized
senior secured notes remains 'CCC+' and the recovery rating
remains '5', indicating S&P's expectation for modest (10% to 30%)
recovery in the event of a payment default.  The ratings are based
on preliminary terms and are subject to review upon receipt and
review of final documents.

S&P's existing 'B' corporate credit and 'B+' senior secured issue-
level ratings remain on CreditWatch with negative implications.
S&P intends to resolve the CreditWatch listing and lower the
corporate credit rating to 'B-' and assign a stable outlook
following the close of the going-private transaction, assuming
terms and conditions do not change materially.  S&P will also
withdraw the ratings on the company's existing senior secured
credit facilities after these issues have been fully repaid.

The issue-level ratings on the proposed senior secured term loan B
and senior secured notes are not on CreditWatch since they are
dependent on completion of the proposed recapitalization and
buyout transaction, and assume a long-term corporate credit rating
of 'B-' after the closing.

S&P believes Dole's increased debt levels from the transaction
will leave it with a weaker financial risk profile, and management
and governance deficiencies contribute to a weaker business risk
profile, supporting its intention of lowering the corporate credit
rating to 'B-'.

RATINGS LIST

Dole Food Co. Inc.
Corporate Credit Rating           B/Watch Neg/--
  Senior Secured
  $750 mil. term loan due 2018     B-
   Recovery Rating                 3
  $300 mil. nts due 2019           CCC+
   Recovery Rating                 5

Dole Food Co. Inc.
Solvest Ltd.
Senior Secured                    B+/Watch Neg
  Recovery Rating                  2


DREIER LLP: Taps GCG Inc. as Plan Solicitation and Admin. Agent
---------------------------------------------------------------
Sheila M. Gowan, the Chapter 11 trustee for Dreier LLP, seeks
permission from the Bankruptcy Court to employ GCG, Inc. as Plan
Solicitation and Administrative Agent, nunc pro tunc to Sept. 3,
2013.

As Administrative Agent, GCG will, among other things:

(a) manage the preparation, compilation and mailing of documents
    to creditors and other parties in interest in connection with
    the solicitation of the Plan;

(b) manage the publication of legal notices;

(c) collect and tabulate votes in connection with any Plan filed
    by the Trustee and Committee and provide ballot reports to the
    Trustee and Committee and their professionals;

(d) generate an official ballot certification and testify, if
    necessary, in support of the ballot tabulation results; and

(e) provide other related administrative services as the Trustee
    and Committee may require in connection with the Chapter 11
    Case.

The Firm will be paid based on its standard hourly billing rates:

Administrative, Mailroom and Claims Control      $45-55
Project Administrators                           $70-85
Project Supervisors                              $95-110
Graphic Support & Technology Staff              $100-200
Project Managers and Senior Project Managers    $125-175
Directors and Asst. Vice Presidents             $200-295
Vice Presidents and Above                       $295

Angela Ferrante, Vice President, Bankruptcy at GCG, assures the
Court that GCG is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, and does not hold or
represent an interest adverse to the Debtor's estate in connection
with any matter on which GCG will be employed.

The Court will convene a hearing on the matter on Nov. 12, 2013.
Parties have until Nov. 5, 2013, to file objections.

Attorneys for the Chapter 11 Trustee may be reached at:

     Howard D. Ressler, Esq.
     Stephen T. Loden, Esq.
     DIAMOND McCARTHY LLP
     620 Eighth Avenue, 39th Floor
     New York, NY 10018
     Tel: (212) 430-5400
     Fax: (212) 430-5499

In a separate ruling, the Bankruptcy Court approved the employment
of Reid Collins & Tsai LLP as special counsel in the Chapter 11
case, nunc pro tunc to September 19, 2013.

             About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association; the Dreier LLP Chapter 11
Trustee; and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier
pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


EASTMAN KODAK: To List Common Stock on New York Stock Exchange
--------------------------------------------------------------
Eastman Kodak Company will list its common shares on the New York
Stock Exchange under the symbol "KODK" with trading beginning on
Nov. 1, 2013.

"This is an important moment for the new Kodak," said Antonio M.
Perez, Kodak's Chief Executive Officer.  "We are pleased to once
again be listed on the NYSE.  The change in our symbol reflects
that we are a new company that is focused on business-to-business
products and services, well-capitalized and firmly committed to
delivering value to our shareholders and innovation to our
customers."

"We're delighted to welcome the new Kodak to the NYSE community,"
said Duncan Niederauer, CEO, NYSE Euronext.  "Kodak is an
outstanding B2B technology company, and we're excited to partner
with them for their long-term growth and success.  The company's
listing on the NYSE underscores our strong momentum in technology
listings and the value of our brand and innovative market model.
We are proud to be a small part of Kodak's historic turnaround,
and look forward to serving the company and its shareholders in
the years ahead."

The new Kodak is a global technology company offering breakthrough
solutions and professional services in the packaging, graphic
communications and functional printing markets.  Kodak leverages
its technical expertise to drive change in the industry, with
products like high-speed KODAK PROSPER Presses and Imprinting
Systems, KODAK FLEXCEL Systems packaging solutions, and KODAK
SONORA XP Process Free Plates.

Kodak builds on its direct sales by partnering with other
innovators, and in recent weeks, has formed key collaborations,
including with Bobst in the packaging market.  Kodak also has
joint initiatives with Timsons for digital printing and with
UniPixel and Kingsbury for the production of functionally printed
touch-screen sensors.

Upon Kodak's emergence from Chapter 11 restructuring on Sept. 3,
2013, the then-outstanding stock of the company was cancelled, and
the company issued new common stock that has been trading since
that time under the symbol "EKOD" on over-the-counter venues.
Upon listing on the NYSE, the new common stock will cease to be
quoted on over-the-counter venues.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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

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

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


EDGMONT GOLF CLUB: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Edgmont Golf Club, Inc.
        5180 West Chester Pike
        Edgemont, PA 19028

Case No.: 13-19358

Chapter 11 Petition Date: October 28, 2013

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

Judge: Hon. Stephen Raslavich

Debtor's Counsel: Aris J. Karalis, Esq.
                  MASCHMEYER KARALIS P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500
                  Email: akaralis@cmklaw.com
                       - and -

                  Robert W. Seitzer, Esq.
                  MASCHMEYER KARALIS P.C.
                  1900 Spruce Street
                  Philadelphia, PA 19103
                  Tel: (215) 546-4500
                  Email: rseitzer@cmklaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Peter Mariani, chief financial officer.

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


EDISON MISSION: Exclusivity Periods Extended Through Mid-2014
-------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Edison Mission Energy's motion to extend the exclusive periods
during which the Company can file a Chapter 11 plan and solicit
acceptances thereof through and including June 17, 2014 and August
17, 2014, respectively.

The Debtors have said in court papers that "Notwithstanding the
Debtors' substantial progress thus far, the Debtors need more time
to evaluate and develop their restructuring initiatives, including
further market-testing and development of the NRG transaction and,
potentially, preparation of a plan consistent therewith, without
the threat of another party commandeering the plan and
solicitation process."

                       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.


EDISON MISSION: Has First Approval of NRG Acquisition
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that independent power producer Edison Mission Energy won
a first court approval late last week for a plan-sponsorship
agreement where NRG Energy Inc. will purchase most of the business
to underpin a reorganization plan. NRG is the largest independent
electricity producer in the U.S.

According to the report, the approval order allows EME to take
actions necessary to preserve the company's tax attributes. There
will be another hearing on Nov. 6 for final approval of the so-
called exit plan.

The bankruptcy court in Chicago also expanded EME's exclusive
right to file a reorganization plan until June 7, the 18-month
maximum allowed by Congress, the report related.

The arrangement with NRG is supported by "all of the debtor's
major stakeholders," including the official creditors' committee
and holders of 45 percent of the senior unsecured notes, EME
previously said. The company intends to file a formal Chapter 11
plan by Nov. 15.

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

EME's $1.2 billion in 7 percent senior unsecured notes maturing in
2017 last traded on Oct. 25 for 73.25 cents on the dollar, up 41
percent from immediately before bankruptcy, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority. The notes are up 13 percent from where they
traded on Oct. 15 before the NRG sale was announced.

                       About Edison Mission

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

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

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

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

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

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

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.


EXCEL MARITIME: Sec. (341) Meeting of Creditors Adjourned Sine Die
------------------------------------------------------------------
The meeting of creditors pursuant to Section 341 of the U.S.
Bankruptcy Code, in the Chapter 11 case of Excel Maritime Carriers
Ltd., that was scheduled for October 15, 2013, has been adjourned
at a later date.

A notice setting forth the date and time of the adjourned 341
Meeting will be filed with the Bankruptcy Court.

Counsel for Debtors may be reached at:

   Jay M. Goffman, Esq.
   Mark A. McDermott, Esq.
   Shana A. Elberg, Esq.
   SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
   Four Times Square
   New York, NY 10036
   Phone: (212) 735-3000

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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

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


EXCEL MARITIME: Court Enters Information Confidentiality Order
--------------------------------------------------------------
U.S. Bankruptcy Judge Robert D. Drain granted the motion filed by
the Official Committee of Unsecured Creditors of Excel Maritime
Carriers Ltd., et al. to clarify its requirement to provide access
to information under 11 U.S.C. Section 1102(b)(3)(A), and to
authorize the retention of The Garden City Group, Inc., as
information agent.

The Order provides, among other things, that the Committee will:

1. establish and maintain an Internet-accessible Web site to
   be maintained by and through GCG.

2. establish and maintain a telephone number and electronic mail
   address by and through GCG for creditors to submit questions
   and comments.

3. distribute updates by and through GCG regarding the Chapter 11
   Cases via electronic mail for creditors that have registered
   for that service on the Committee Web site.

4. not disseminate to any entity, without further order of the
   Court, confidential, proprietary, or other non-public
   information concerning the Debtors or the Committee.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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

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


EXCEL MARITIME: May Employ Joshua Seifert as Conflicts Counsel
--------------------------------------------------------------
Excel Maritime Carriers Ltd. and its debtor-affiliates obtained
court approval to employ Joshua L. Seifert as conflicts counsel,
nunc pro tunc to August 20, 2013.

As Conflicts Counsel to the Debtors, Seifert will:

(a) take necessary action to protect and preserve the Debtors'
    estates, including prosecuting actions on the Debtors' behalf,
    defending any action commenced against the Debtors and
    representing the Debtors' interests in negotiations concerning
    litigation in which the Debtors are involved, including
    objections to claims filed against the estates;

(b) attend meetings and negotiate with representatives of
    creditors, including the Creditors' Committee, and other
    parties in interest;

(c) prepare motions, applications, answers, orders, appeals,
    reports and papers necessary to the administration of the
    Debtors' estates;

(d) appear before the Court, any appellate courts and the United
    States Trustee, and protect the interests of the Debtors'
    estates before those Courts and the United States Trustee;

(e) perform other necessary legal services and provide other
    Necessary legal advice to the Debtors in connection with these
    cases.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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

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


EXCELITAS TECHNOLOGIES: Moody's Cuts 1ST Lien Credit Ratings to B2
------------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) of Excelitas
Technologies Corp..  At the same time, Moody's downgraded the
ratings of the company's proposed 1st lien credit facilities to B2
from B1 following a change in the proposed capital structure. The
1st lien term loan is being upsized by $40 million, concurrent
with the 2nd lien term loan being reduced by $38 million, and 3rd
party equity contribution reduced by $2 million. The 1st Lien
credit facilities will now include a newly proposed $620 million
1st lien term loan due 2020, $40 million 1st lien revolver due
2020, and $40 million 1st lien delayed draw term loan due 2020.
Moody's does not rate the company's proposed $247 million 2nd lien
term loan due 2021. The rating outlook is maintained at negative.

Proceeds from the 1st and 2nd lien term loans, together with an
incremental $13 million equity contribution, will be used to fund
the acquisition of Qioptiq S.a.r.l. for $480 million, refinance
Excelitas' existing debt of ~$323 million (including a prepayment
premium on the mezzanine notes), pre-fund ~$21 million of
restructuring initiatives and pay ~$55 million of total fees and
expenses. In addition, if the delayed draw term loan is ultimately
drawn, it will be used for future acquisition financing.

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

  $40 million 1st lien revolver due 2020 to B2 (LGD3, 34%) from B1
  (LGD3, 32%); and

  $620 million 1st lien term loan B due 2020 to B2 (LGD3, 34%)
  from B1 (LGD3, 32%); and

  $40 million 1st lien delayed draw term loan due 2020 to B2
  (LGD3, 34%) from B1 (LGD3, 32%).

The following ratings have been affirmed:

  B3 Corporate Family Rating;

  B3-PD Probability of Default Rating;

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

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

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

The rating outlook is maintained at negative

Ratings Rationale:

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

The B2 ratings on the company's proposed $40 million 1st lien
revolver due 2020, $620 million 1st lien term loan B due 2020 and
$40 million 1st lien delayed draw term loan due 2020 reflect their
first priority status on all present and future assets of
Excelitas and its domestic subsidiary guarantors and seniority in
the capital structure relative to the proposed 2nd lien term loan.
The company's Dutch cooperative, which contains all non-US
subsidiaries of the company, will also be a guarantor and pledge
100% of its own stock and 65% of the stock of the non-US
subsidiaries. The company's credit facilities also include
downstream guarantees from Excelitas Technologies Holding Corp.
The proposed capital structure will also include a $247 million
2nd lien term loan due 2021 that is not rated by Moody's, which
will rank junior to the 1st lien debt.

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

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

The principal methodology used in rating Excelitas was the Global
Manufacturing Industry Rating Methodology published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Excelitas Technologies Corp. is a global provider of custom
designed lighting and sensor components, subsystems, and
integrated solutions to OEMs serving a wide range of applications
within various health, environmental, safety, industrial, and
defense markets. Veritas Capital purchased Excelitas, the former
Illumination and Detection Solutions business of PerkinElmer,
Inc., for approximately $500 million in November 2010. In
September 2013, Excelitas announced the proposed acquisition of
privately held Qioptiq S.a.r.l., a global supplier of optical and
photonic technology solutions such as lenses and optical modules.
Pro-forma for the acquisition, Excelitas' revenues for the twelve
months ending June 30, 2013 were in excess of $660 million.


FIBERTOWER CORP: Creditors Balk at Restructuring Plan
-----------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that
unsecured creditors say FiberTower Corp.'s proposed Chapter 11
plan, which would hand control of the company to a group of senior
secure noteholders, unfairly leaves them out of the money.

BankruptcyData reported that FiberTower's official committee of
unsecured creditors' and U.S. Bank National Association as trustee
filed with the U.S. Bankruptcy Court objections the Debtors'
Disclosure Statement.

The committee asserts, "These chapter 11 cases have been managed
almost entirely for the benefit of the holders of the Debtors' 9%
Senior Secured Notes due 2016 (the '2016 Noteholders') and it is
apparent that the Debtors believe that the 2016 Noteholders are
the only constituency that is entitled to receive any benefit from
the Debtors' reorganization. This theme has continued with the
Debtors' proposed Plan and the accompanying Disclosure Statement
that has been submitted for approval. No other class of creditors
that is junior to the 2016 Noteholders will receive a distribution
of property or will be entitled to vote on the Plan. The Committee
does not dispute that the 2016 Noteholders have a lien on
substantially all of the Debtors' assets and that the 2016
Noteholders are likely to also hold an unsecured deficiency claim.
The Committee believes, however, that the proposed Plan improperly
distributes value associated with certain unencumbered assets
solely to the 2016 Noteholders. The Debtors possess certain Causes
of Action, such as Avoidance Actions and the Estate D&O Claims,
which are not subject to the liens of the 2016 Noteholders. The
Plan, however, ignores the fundamental bankruptcy principle that
the value of such unencumbered assets should be distributed among
all unsecured creditors. This fatal defect renders the Plan
unconfirmable and mandates that the Disclosure Statement is not
approved for solicitation."

                      About FiberTower Corp.

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.

On March 15, 2013, the Court entered an order authorizing the
Debtors to sell assets that are primarily utilized by the Debtors
to provide wireless backhaul services in the State of Ohio to
Cellco Partnership (dba Verizon Wireless) free and clear for $1.5
million.

In May 2013, FiberTower sought and obtained Court authority to
sell their telecommunications equipment and employ American
Communications, LLC, as telecommunications equipment reseller.
According to the Debtors, the telecommunications equipment, which
was a part of their backhaul business, is no longer necessary in
the conduct of their business.  They, however, believe that the
equipment may have resale value that would benefit their estates.


FLORIDA GAMING: Avoids Ch.11 Trustee; Receiver Remains
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Miami Jai-Alai retains the exclusive right to propose
a reorganization although a pre-bankruptcy receiver appointed in
state court will continue controlling the day-to-day operations of
jai-alai fronton and casino.

According to the report, formally named Florida Gaming Centers
Inc., the Miami-based company said on entering bankruptcy that it
had a sale lined up to pay debt in full, with as much as $50
million left over for shareholders.  Secured lender ABC Funding,
owed about $120 million according to a court filing, quickly asked
the bankruptcy court in Miami to appoint Chapter 11 trustee,
ousting management, the report related.  A trustee would also end
the company's exclusive plan filing rights and allow ABC to file a
reorganization plan that might have enabled it to take away
ownership, the report said.

In a settlement, Florida Gaming agreed that the receiver could
continue operating the facility. The ruling by the bankruptcy
judge said Florida Gaming retains the exclusive right to propose a
reorganization plan, the report further related.

As part of the compromise, the lender gave final consent to use of
cash representing part of its collateral.

                           *     *     *

BankruptcyData reported that the U.S. Bankruptcy Court approved,
in part, the motion filed by ABC Funding -- as administrative
agent for Summit Partners Subordinated Debt Fund IV-A, Summit
Partners Subordinated Debt Fund IV-B, Morgan Securities, Locust
Street Funding, Canyon Value Realization Fund, Canyon Value
Realization Master Fund, Canyon Distressed Opportunity Master Fund
and Canyon-GRF Master Fund -- seeking the appointment of a Chapter
11 trustee and for an order directing that David Jonas remain as
receiver, pursuant to Section 543(D) of the Bankruptcy Code, for
the Florida Gaming proceeding.

According to the report, the Court approved ABC Funding's receiver
request nunc pro tunc to August 19, 2013 (the petition date). The
receiver shall remain in possession, custody and control with
respect to the receivership property and the post-petition affairs
of centers as an "excused" receiver, pursuant to Section 543(d)(1)
of the Bankruptcy Code. The receiver is excused from complying
with the turnover requirements of Section 543(a) and (b) of the
Bankruptcy Code.

According to the Court order, the balance of the motion, which
includes the motion for appointment of a Chapter 11 trustee, shall
be deemed withdrawn without prejudice upon entry of the final
order approving the Debtors' use of cash collateral.

                        About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.


FREESCALE SEMICONDUCTOR: S&P Rates 1st-Lien Notes Due 2022 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Freescale
Semiconductor Inc.'s first-lien notes due 2022 an issue-level
rating of 'B', with a recovery rating of '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.

The company intends to use the proceeds from the proposed notes
for the repayment of a like amount of its existing 9.25% first-
lien notes due 2018.  S&P rates the new notes the same as the
corporate credit rating on the company.

The 'B' corporate credit rating and stable outlook reflect the
company's position as one of the leading providers of automotive
semiconductor products, moderated by its U.S. and European
automotive client concentration and its exposure to cyclical
market conditions, which contribute to a "fair" business risk
profile.  Freescale's revenues and earnings have resumed growth
over the past nine months due to improving networking market
conditions and the company's exit from a legacy cellular handset
products business in 2012.  Over the coming year, considering
positive automotive and telecommunications industry conditions,
S&P expects Freescale's revenues will grow in the mid-single
digits and the company's financial risk profile to remain "highly
leveraged," reflecting its expectation for leverage to subside to
about 7x from 8x at Sept. 27, 2013.

RATINGS LIST

Freescale Semiconductor Inc.
Corporate Credit Rating             B/Stable/--

New Rating

Freescale Semiconductor Inc.
Senior Secured
  First-lien notes due 2022         B
   Recovery Rating                  3


GOLDEN NUGGET: S&P Hikes CCR to B & Rates $525MM Facilities BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Nevada-based gaming operator Golden Nugget Inc. to 'B'
from 'B-'.  The rating outlook is stable.

At the same time, S&P assigned the company's proposed $525 million
senior secured credit facilities (consisting of a $75 million
revolving credit facility due 2018, a $300 million term loan due
2019, and a $150 million delayed draw term loan due 2019) its
'BB-' issue-level rating (two notches higher than the corporate
credit rating), with a recovery rating of '1', indicating S&P's
expectation for very high (90% to 100%) recovery for lenders in
the event of a payment default.

S&P also assigned the company's proposed $300 million senior
unsecured notes due 2021 its 'CCC+' issue-level rating (two
notches below the corporate credit rating), with a recovery rating
of '6', indicating its expectation for negligible recovery for
lenders in the event of a payment default.

Golden Nugget plans to use the proceeds from the proposed
transaction, along with equity proceeds from Tilman Fertitta and
Landry's Restaurants Inc., and a $30 million loan for furniture,
fixtures, and equipment (FF&E; unrated), to:

   -- Repay about $430 million in existing Golden Nugget debt;

   -- Fund the $230 million initial purchase price and
      approximately $280 million in remaining construction costs
      for Golden Nugget Lake Charles;

   -- Establish an interest reserve account totaling $30 million
      to fund debt service; and

   -- Fund transaction fees and expenses.

S&P expects to withdraw its issue-level ratings on the company's
existing first-lien senior secured credit facilities and second-
lien term loan once the loans are repaid.

The upgrade reflects the following factors:

   -- Elimination of near-term refinancing risks by addressing
      Golden Nugget's sizable 2013 and 2014 debt maturities;

   -- S&P's view that the company's current cash flow base
      combined with additional liquidity measures, including
      funded contingencies, a $30 million interest reserve, and a
      $75 million revolving credit facility will be sufficient to
      fund development spending and interest expense through the
      construction period and opening of Lake Charles; and

   -- S&P's expectation that the development and opening of the
      Lake Charles property will be successful and that the new
      casino will enhance Golden Nugget's portfolio of properties
      and substantially increase the size of its EBITDA base,
      leading to improvement in credit measures in the first full
      year of operations.


GORDON PROPERTIES: Court Denies Chapter 7 Conversion Bid
--------------------------------------------------------
The U.S. Bankruptcy Court has denied the request of the United
States Trustee to convert the chapter 11 case of Gordon Properties
LLC to liquidation in chapter 7.

The Court also held that further consideration of the "Motion of
United States Trustee to Appoint an Examiner or, in the
Alternative, a Chapter 11 Trustee" is continued to Dec. 17, 2013,
and the "Modification of Consent Order Conditioning Rights of
Debtor in Possession" is subsumed into it.

Alexandria, Va.-based Gordon Properties, LLC, owns 40 condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  Gordon Properties disclosed $11,149,458 in
assets and $1,546,344 in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.

Stephen E. Leach has been appointed as examiner in the Debtor's
case.  Leach Travell Britt, PC, represents the examiner as
counsel.


GREEN FIELD ENERGY: Files Ch.11 After Defaulting on Shell Loan
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Green Field Energy Services Inc., an oil-field
services provider, filed a Chapter 11 petition in Delaware after
defaulting on an $80 million credit provided by an affiliate of
Royal Dutch Shell Plc.

According to the report, the Lafayette, Louisiana-based company
provides hydraulic fracturing and well services. Revenue for the
first eight months of 2013 was $183 million, resulting in a net
loss of $81.4 million. In 2012, the net loss was $74.6 million,
according to a court filing.

The company blamed bankruptcy on a rapid expansion of fracturing
services just when demand began to fall, the report related.

Green Field said in a court paper that Shell failed to make proper
filings to perfect a security interest in equipment until this
month, thus creating the possibility of knocking out some of the
lien as a so-called preference.

Other secured debt includes $255.9 million owing on 13 percent
senior secured notes. There is $98.6 million owing to trade
suppliers, according to the company.

The balance sheet had assets of $352.1 million on June 30 against
liabilities totaling $412.1 million.

Green Field said in court papers that it intends to use Chapter 11
to reduce debt. The reorganization is to be financed with a $30
million credit provided by BG Credit Partners LLC and ICON Capital
LLC. From the loan, $15 million is to be available on an interim
basis before final approval.

Shell issued a notice of default on Oct. 8 and filed corrected
financing statements on Oct. 11, the company said in a court
filing.

In September, Moody's Investors Service said the company's
"survival remains predicated on new equity contributions and
further concessions from debtholders."

The case is In re Green Field Energy Services Inc., 13-bk-12783,
U.S. Bankruptcy Court, District of Delaware (Wilmington).


GREEN FIELD ENERGY: Moody's Lowers PDR to 'D-PD' on Ch.11 Filing
----------------------------------------------------------------
Moody's Investors Service downgraded Green Field Energy Services,
Inc.'s Probability of Default Rating to D-PD from Ca-PD/LD as a
result of its Chapter 11 filing. Green Field's Ca Corporate Family
rating and C rated senior secured notes were affirmed. The rating
outlook remains negative.

Downgrades:

Probability of default rating, downgraded to D-PD from Ca-PD / LD

Affirmations:

Corporate Family Rating Affirmed at Ca

Senior Secured Notes Due 2016 Affirmed at C (LGD 5, 72%)

Ratings Rationale:

The rating downgrade follows the company's announcement on October
28, 2013 that it filed a voluntary Chapter 11 petition in the
United States Bankruptcy Court for the District of Delaware.

Subsequent to rating actions, Moody's will withdraw all the
ratings of Green Field because of its bankruptcy filing. For more
information, please refer to Moody's Withdrawal Policy on
moodys.com.

Green Field Energy Services, Inc. is headquartered in Lafayette,
Louisiana.


HAWKER BEECHCRAFT: Superior's $200 Million in Claims Killed Off
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker Beechcraft Inc., the reorganized aircraft
manufacturer, knocked out $200 million in claims filed by China's
Superior Aviation Beijing Co. because the erstwhile buyer couldn't
find a U.S. lawyer who would "risk filing papers that take the
position" advanced by the client, the bankruptcy judge said in an
opinion last week.

According to the report, Hawker implemented a Chapter 11 plan in
February, emerging from reorganization 81.9 percent owned by
senior secured lenders. Originally Superior had exclusive
negotiating rights to sponsor a plan and buy the business for
$1.79 billion.

In return for what U.S. Bankruptcy Judge Stuart M. Bernstein
called an option, Superior gave Hawker $50 million for keeping the
private jet business in operation, the report related.  The
agreement said there would be no refund if Superior canceled the
deal in October 2012.

Although the deal fell apart in October 2012, Superior filed four
claims, each for $50 million. Superior claimed it was entitled to
the payments for the "positive role" it played in the cases.

Hawker objected to the claims, which were originally scheduled for
hearing in September. Superior requested and was given a 30-day
postponement. Meanwhile, Superior's U.S. lawyers withdrew from
representing the Chinese company.

Before the hearing this month, Superior's chief executive officer
sought a continuance of 90 days more. Judge Bernstein refused to
grant a delay and instead filed an 11-page opinion knocking out
the claims entirely.

Hawker told Judge Bernstein that Superior probably was unable to
find a new U.S. lawyer willing to risk being sanctioned for
espousing the frivolous theory proposed by Chinese company.  Judge
Bernstein said "I suspect" no U.S. lawyer would take the case and
risk sanctions.

Judge Bernstein said Superior's claims were invalid under the
clear language of the agreements.

Hawker's plan gave unsecured creditors the remaining 18.1 percent
of the new stock.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WSJ the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.

Beechcraft Corp., formerly Hawker Beechcraft, on Feb. 19, 2013,
disclosed that it has formally emerged from the Chapter 11 process
as a new company well-positioned to compete vigorously in the
worldwide business aviation, special mission, trainer and light
attack markets.  The company's Joint Plan of Reorganization was
approved by the Bankruptcy Court on Feb. 1, and became effective
on Feb. 15.


HOSPITALITY STAFFING: May Use $3.5MM Portion of DIP Loan
--------------------------------------------------------
HSS Holding, LLC, et al., sought and obtained interim authority
from the U.S. Bankruptcy Court for the District of Delaware to
obtain $3.5 million of the $7.0 million postpetition financing
from HSS DIP LLC.

The purpose of the DIP Facility is to permit, among other things,
(i) the management and preservation of the Debtors' assets and
properties and (ii) a sale of substantially all of the Debtors'
assets at an auction.

All DIP Loans will bear interest at a rate per annum equal to 13%.
Upon the occurrence and during the continuance of an event of
default, all DIP Loans will bear interest at a rate per annum
equal to 4% per annum above the interest rate that would be
applicable to the DIP Loans.

As security for the DIP Obligations, the DIP Lender is granted
security interests and liens on the Debtors' property, which liens
and interests are subject and subordinated to the carve out.  All
of the DIP Obligations will constitute allowed claims against the
Debtors with priority over all administrative expenses.

Carve-out means the sum of (i) any fees payable to the Clerk of
the Court and to the Office of the U.S. Trustee; (ii) all
reasonable and documented unpaid fees and expenses of
professionals employed by the Debtors for the period prior to the
occurrence of a "carve out event" and for the period following the
occurrence of a Carveout Event in an aggregate amount equal to
$200,000; and (iii) all reasonable and documented unpaid fees and
expenses of professionals retained by the official committee of
unsecured creditors, if appointed and all reasonable and
documented unpaid expenses of the members of the Committee in an
amount not to exceed $100,000.

The Debtors are required to conduct an auction in connection with
the sale of all or substantially all of their assets on or before
Dec. 5, 2013, to prevent the occurrence of an event of default
under the DIP Loan Documents.

A final hearing is scheduled for Nov. 19, 2013, at 1:00 p.m. (ET).
Objections are due on or before Nov. 12.

           About Hospitality Staffing Solutions, LLC

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.

The investor group are providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.


HOSPITALITY STAFFING: May Use Cash Collateral to Operate in Ch.11
-----------------------------------------------------------------
HSS Holding, LLC, et al., sought and obtained interim authority
from the U.S. Bankruptcy Court for the District of Delaware to use
cash collateral securing their prepetition indebtedness.

A final hearing is scheduled for Nov. 19, 2013, at 1:00 p.m. (ET).
Objections are due on or before Nov. 12.

The prepetition lenders, as adequate protection, will maintain
their prepetition liens on the Collateral, which liens will be
junior and subordinate to the DIP Liens and Carve-out.  The
Prepetition Collateral Agent is also granted valid and perfected
replacement security interests in and liens on the Postpetition
Collateral.  Subject to the Carveout, the DIP Liens and any Senior
Permitted Liens, the Adequate Protection Liens will be first
priority, senior and perfected liens upon the Postpetition
Collateral.  Moreover, the Prepetition Secured Parties are
granted, subject and subordinate to the payment of the carveout
and DIP claims, a superpriority claim.

Carve-out means the sum of (i) any fees payable to the Clerk of
the Court and to the Office of the U.S. Trustee; (ii) all
reasonable and documented unpaid fees and expenses of
professionals employed by the Debtors for the period prior to the
occurrence of a "carveout event" and for the period following the
occurrence of a Carveout Event in an aggregate amount equal to
$200,000; and (iii) all reasonable and documented unpaid fees and
expenses of professionals retained by the official committee of
unsecured creditors, if appointed and all reasonable and
documented unpaid expenses of the members of the Committee in an
amount not to exceed $100,000.

           About Hospitality Staffing Solutions, LLC

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.

The investor group are providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.


HOSPITALITY STAFFING: Proposes Dec. 4 Auction
---------------------------------------------
HSS Holding, LLC, and its debtor affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to sell all
or substantially all of their assets to HS Solutions Corporation,
subject to higher and better offers.

Under the asset purchase agreement with Solutions, dated Oct. 24,
2013, Solutions agreed to pay, solely in the form of a credit bid
of outstanding obligations under the Debtors' prepetition credit
facility, $22,910,994, plus certain assumed liabilities for
substantially all of the Debtors' assets.

To maximize the value of the Debtors' assets, the Debtors also ask
the Court to approve procedures governing the bidding and auction
of their assets.  The Debtors propose to conduct an auction on
Dec. 4, 2013.  Qualified bids must be received days prior to the
proposed auction.  The Debtors ask that the Court schedule the
sale hearing on Dec. 10.

                           *     *     *

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that SG Distressed Debt Fund LP, LittleJohn Opportunities
Master Fund LP and LJC Investment I LLC are in the group that
acquired the bank debt this month, according to a court filing.
Caymus Equity Partners is expected to be among the buyers, HSS
said.  In addition, some company officers will have a "small
investment" in the acquisition, according to court papers.

The contract calls for paying the investors a 3 percent
breakup fee, plus expense reimbursement, if they are outbid.

In addition to the bank debt in default, $22.9 million is owed on
unsecured subordinated notes held by Norwest Mezzanine Partners
III LP, plus another $8.7 million on an unsecured note to the
former owners and $3.8 million on an unsecured convertible note
that is subordinated to the subordinated notes.

The company estimated trade suppliers are owed $2 million.

The lenders are providing financing for the bankruptcy.  The loan
requires selling the business by Dec. 5.

           About Hospitality Staffing Solutions, LLC

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.

The investor group are providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.


HOUSTON REGIONAL: Comcast, Astros Face Off Over Fate of Network
---------------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that lawyers for Comcast Corp. squared off with Houston Astros
owner Jim Crane in a Texas bankruptcy court Monday over the fate
of their troubled Houston regional sports network, which Comcast
is trying to put in Chapter 11 bankruptcy protection.

Meanwhile, Bill Rochelle, the bankruptcy columnist for Bloomberg
News, reported that Houston's major league baseball and basketball
teams disagree on whether the network that televises their games
should be in Chapter 11 reorganization involuntarily.  According
to the report, the network, named Houston Regional Sports Network
LP, is a joint venture among the Houston Astros baseball team, the
Houston Rockets of the National Basketball Association, and
Comcast Corp. In late September, Comcast and others filed an
involuntary Chapter 11 petition against the network and sought
appointment of a trustee.

According to the Rockets, Comcast and the Astros were deadlocked
before bankruptcy on how to run and grow the business. The Astros
has filed papers telling the bankruptcy judge why the bankruptcy
should be dismissed. In part, the Astros contend that
reorganization is impossible without the team's consent.

The Rockets filed papers advocating a Chapter 11 reorganization
for the network. Although dismissal may be the best outcome for
the Astros, the Rockets believe Chapter 11 is the best hope for a
full recovery by creditors and owners.  Rather than a trustee, the
Rockets propose having the network taken over by a so-called
responsible officer.

The bankruptcy judge scheduled an Oct. 28 hearing to consider
whether the network should be in Chapter 11 and who should be in
charge.

Comcast previously said in filings that it's willing to buy the
network's assets, which have "significant value." A "substantial
majority" of the network's revenue comes from redistribution of
the teams' games.

                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.


INMOBILIARIA LOPEZ: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Inmobiliaria Lopez Berrios, Inc.
        Po Box 475
        Ciales, PR 00638

Case No.: 13-08899

Chapter 11 Petition Date: October 28, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Maria Soledad Lozada Figueroa, Esq.
                  MS LOZADA LAW OFFICE
                  PO BOX 9023888
                  San Juan, PR 00902
                  Tel: 787-520-6002
                  Fax: 787-520-6003
                  Email: lcdamslozada@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ariel Lopez Berrios, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb13-8899.pdf


INSPIRATION BIOPHARMA: Plan Hearing on Dec. 4
---------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts on
Oct. 24, 2013, approved the adequacy of the First Amended
Disclosure Statement describing Inspiration Biopharmaceuticals,
Inc.'s First Amended Plan of Liquidation.

The Court will hold a hearing to confirm the Plan Dec. 4, 2013, at
10:00 a.m.  Any objection to confirmation must be filed no later
than 4:30 p.m., on or before Nov. 22, 213.

All persons and entities entitled to vote on the Plan must deliver
their Ballots by mail, hand delivery or overnight courier no later
than 4:30 p.m. on Nov. 22, 2013, to the Balloting Agent at:

     Murphy & King, Professional Corporation
     Attn: Andrew G. Lizotte, Esq.
           One Beacon Street, 21st Floor
           Boston, MA 02108

As reported in the TCR on Reporter on Aug. 7, 2013, the Plan is a
plan of liquidation and provides that holders of Allowed Claims
will receive net proceeds from the sale of the Debtor's assets.
The principal Asset of the Debtor is its interest in the proceeds
received and entitled to receive under the so-called Waterfall,
which was established during the Bankruptcy Case to allocate the
Asset Sale Consideration.  The Debtor has to date received
proceeds of $2,750,000 under the Waterfall.

The proceeds that the Debtor realizes from the Waterfall will be
used to satisfy Allowed Administrative Expense Claims, Priority
Claims, and Priority Tax Claims, post-confirmation taxes and costs
of administration, and then to pay holders of Allowed General
Unsecured Claims.  Full payment of unsecured creditors claims
should come in the middle of 2014, according to the Disclosure
Statement.

Sales of almost all of the Debtor's assets were completed in
February and March.  Cangene Corp. paid $5.9 million cash and
additional payments that could total another $50 million for a
drug used in the treatment of hemophilia B.  Baxter International
Inc. completed the purchase of the principal product under a
contract that might end up being worth as much as $700 million.

The Debtor already distributed $50 million in asset-sale proceeds.

Pursuant to the Plan, payment of any additional amounts will be
dependent upon the success of Baxter [the high bidder for the
Combined OBI-1 Assets] and Cangene [the winning bidder for the
Combined FIX Assets] in developing and commercializing the drug
products so as to trigger the contingent milestone and sale
payments under the Asset Purchase Agreements.

The Ipsen Secured Claim in Class 2 consists of Ipsen's Allowed
Claim of not less than the approximate amount of $203,000,000 as
of the Petition Date, as well as any rights to recovery based upon
Ipsen's Equity Interests or ownership interest in the Combined
Products.  In full and complete satisfaction, settlement and
release of the Allowed Ipsen Secured Claim, the holder of the
Class 2 Claim will receive the distributions as contemplated
pursuant to Priority 3(a), Priority 6(a) and Priority 7(a) of the
Waterfall.

The CMC Claim in Class 3 consists of CMC's Allowed Claim in the
amount of $8,400,000 arising out of the modification of the Supply
Agreement.  In full and complete satisfaction, settlement and
release of the Allowed CMC Claim, the holder of the Class 3 Claim
will receive the distributions as contemplated pursuant to
Priority 5 and Priority 6(b) of the Waterfall and the proviso
applicable to Priority 6 of the Waterfall.

Each holder of an Allowed General Unsecured Claims in Class 4A
will receive (a) a Pro Rata share of the Net Proceeds of the
Assets, after payment or reserve for payment of any Allowed
Administrative Expense Claims, Priority Claims, and Priority Tax
Claims, until such time as all Allowed General Unsecured Claims
have received the lesser of (i) payment in full and (ii)
$4,500,000 (the "General Unsecured Creditor Threshold"), and (b)
if all Allowed General Unsecured Claims have not been paid in full
when the General Unsecured Creditor Threshold is met, each holder
of Class 4A Claim that has not been paid in full will receive a
Pro Rata share of the Net Proceeds of the Assets, pari passu with
the holders of Class 4B Claims, until such time as Allowed General
Unsecured Claims have been paid in full, as contemplated pursuant
to Priority 6(c) of the Waterfall and the proviso applicable to
Priority 6 of the Waterfall.

The Ipsen Unsecured Claims in Class 4B consist of the Claim of
Biomeasure for services provided to the Debtor in connection with
the manufacture of OBI-1 in the asserted amount of $18,910,000 and
an asserted unsecured Claim of Ipsen for amounts owing in
connection with a European Union commercialization agreement in
the asserted amount of $2,585,000.  Once the General Unsecured
Creditor Threshold has been met, each holder of an Allowed Ipsen
Unsecured Claim will receive, in full and complete satisfaction,
settlement, and release of their respective Allowed Ipsen
Unsecured Claims, a Pro Rata share of the Net Proceeds of the
Assets, pari passu with the holders of Class 4A Claims that have
not been paid in full, until such time as all Allowed Ipsen
Unsecured Claims have been paid in full, as contemplated pursuant
to Priority 6(c) of the Waterfall and the proviso applicable to
Priority 6 of the Waterfall.

Holders of Common Equity Interests in Class 5 F will receive a Pro
Rata share of the Class 5 Distribution, which will be calculated,
determined, and paid after all Waterfall Participant Recoveries
have been distributed.  In determining each Class 5F holder's Pro
Rata share, amounts otherwise payable to any Waterfall Participant
will be reduced by the Waterfall Participant Recovery previously
paid to such Waterfall Participant, and an amount equal to such
Waterfall Participant Recovery will be redistributed, Pro Rata, to
all Class 5F holders.

A full-text copy of the proposed disclosure statement is available
at http://bankrupt.com/misc/INSPIRATIONBIOPHARMAds0731.pdf

               About Inspiration Biopharmaceuticals

Inspiration Biopharmaceuticals Inc. develops recombinant blood
coagulation factor products for the treatment of hemophilia.
Inspiration, based in Cambridge, Massachusetts, has two products
in what the company calls "advanced clinical development."  Two
other products are in "pre-clinical development."  None of the
products can be marketed as yet.

Inspiration filed for voluntary Chapter 11 reorganization (Bankr.
D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston.
Bankruptcy Judge William C. Hillman oversees the case.  Mark
Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the
Debtor's Chief Restructuring Officers.  Harold B. Murphy, Esq.,
and Andrew G. Lizotte, Esq., at Murphy & King, PC, in Boston,
Massachusetts, represent the Debtor.

The petition shows assets and debt both exceed $100 million.
Assets include patents, trademarks and the products in
development.  Liabilities include $195 million owing to Ipsen
Pharma SAS, which is also a 15.5% shareholder.  Ipsen --
http://www.ipsen.com/-- is also owed $19.4 million in unsecured
debt.  There is another $12 million in unsecured claims.  Ipsen is
pledged to provide $18.3 million in financing.  The Debtor
disclosed $20,383,300 in assets and $241,049,859 in liabilities.

Ipsen is represented in the case by J. Eric Ivester, Esq., at
Skadden Arps.

The Official Committee of Unsecured Creditors tapped Jeffrey D.
Sternklar and Duane Morris LLP as its counsel, and The Hawthorne
Consulting Group, LLC as its financial advisor.


INT'L FOREIGN EXCHANGE: Has Interim Nod to Tap $1.448MM DIP Loan
----------------------------------------------------------------
Judge Robert Gerber of the U.S. Bankruptcy Court for the Southern
District of New York gave International Foreign Exchange Concepts
Holdings, Inc., and International Foreign Exchange Concepts, L.P.,
interim authority to dip their hands into the $1.448 million
postpetition financing from AMF-FXC Finance, LLC.  The Debtors may
use up to $800,000 of the loan.

To secure the DIP Obligations, AMF is granted valid and fully
perfected, first priority liens upon and senior security interests
in all of the Debtors' property, assets or interests, which liens
are subject to a carve out.  AMF is also granted an allowed
superpriority administrative expense claim subordinate in priority
to payment of the carve-out expenses.

The DIP Loans will gain interest at 6% per annum, plus an
additional 2% upon an event of default.

Carve-Out means (i) fees payable to the U.S. Trustee or to the
Clerk of the Bankruptcy Court; (ii) unpaid professional fees and
expenses payable to any legal or financial advisors retained by
the Debtors or any Committee that are incurred or accrued prior to
the date of written notice of the occurrence of an Event of
Default; (iii) unpaid Professional Fees incurred or accrued on or
after the date of the occurrence of an Event of Default in an
aggregate amount not to exceed $20,000; (iv) the costs and
expenses of any Chapter 7 trustee appointed in the Chapter 11
cases in an aggregate amount not to exceed $25,000; and (v) and
the costs of the claims and noticing agent, if any.  After an
Event of Default, the Debtor will be permitted to use the proceeds
of DIP Collateral to pay the Carve-Out expenses up to an aggregate
of $400,000.

The Court will conduct a final hearing on the Motion on Nov. 20,
2013, at 8:45 a.m.

           About International Foreign Exchange Concepts

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

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
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.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq. -- michael.cook@srz.com -- and Christopher Harrison,
Esq. -- christopher.harrison@srz.com -- at Schulte Roth & Zabel
LLP, in New York.


INT'L FOREIGN EXCHANGE: Employs Finn Dixon as Bankruptcy Counsel
----------------------------------------------------------------
International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., seek authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Finn Dixon & Herling LLP as their counsel.

Henry P. Baer, Jr., Esq., is the partner at Finn Dixon who will be
primarily responsible for representing the Debtors in their
Chapter 11 cases.  Tony Miodonka, Esq. -- tmiodonka@fdh.com -- is
the associate with Finn Dixon who will be working most
substantially on the Chapter 11 cases.

The firm will be paid the following hourly rates: $490 to $765 for
partners, $265 to $415 for associates, and $200 to $265 for
paralegals.  The firm will also be reimbursed for any necessary
out-of-pocket expenses.

Mr. Baer 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.  Prior to the Petition Date, the
Debtors paid the firm retainers in the aggregate amount of
$80,000.

           About International Foreign Exchange Concepts

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

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
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.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.


INT'L FOREIGN EXCHANGE: Taps Logan as Claims & Noticing Agent
-------------------------------------------------------------
International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P., sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Logan & Company, Inc., as claims and
noticing agent.

The firm will be paid $225 to $300 per hour for senior account
manager, $125 to $205 per hour for analyst and project manager,
$140 to $165 per hour for technology, telecommunication and
programming specialist, and $50 to $77 per hour for clerical and
administrative support.  The firm will also be reimbursed for any
necessary out-of-pocket expenses.

Kathleen M. Logan, president of Logan & Company, Inc., assured 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.

           About International Foreign Exchange Concepts

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

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
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.

Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L.
Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth &
Zabel LLP, in New York.


J. CREW: Moody's Rates $500MM Sr. Sec. Notes 'Caa1', Outlook Neg.
-----------------------------------------------------------------
Moody's Investors Service affirmed J Crew Group, Inc.'s Corporate
Family Rating at B2. The rating outlook was revised to negative
from stable. Moody's also assigned a Caa1 rating to the proposed
offering of $500 million Senior PIK Toggle Notes to be issued by
Chinos Intermediate Holdings A, Inc., a holding company parent of
J Crew.

Proceeds from the new Senior PIK Toggle notes will be used to fund
a distribution to its controlling shareholders TPG Capital, L.P.,
and Leonard Green & Partners, L.P.,to certain equity and equity-
award holders, and pay fees and expenses associated with the
transaction. Pro-forma for the proposed transaction, debt/EBITDA
for the LTM period ending 8/3/2013 would rise to above 6.5 times,
from 5.6 times before this transaction.

The Caa1 rating assigned to the proposed Senior PIK Toggle notes
reflects that they are an obligation of a holding company, with no
guaranties from any of the operating entities. As such these notes
are structurally subordinated to the debt and non-debt liabilities
of the operating company. Reflecting the incremental amount of
loss absorption in the capital structure, should the transaction
conclude on substantially these terms and in this amount, Moody's
anticipates that it would upgrade the ratings on J Crew Group,
Inc.'s $1,173 million senior secured term loan by one notch to Ba3
and its $400 million senior notes by one notch to B3.

"The affirmation of J Crew's B2 Corporate Family Rating reflects
Moody's expectations the company will maintain a solid liquidity
profile and that the company will make progress deleveraging over
the next 12-24 months primarily through improved earnings
consistent with its historical growth" said Moody's Vice President
& Senior Credit Officer Scott Tuhy. He added "The negative rating
outlook reflects that while J Crew has demonstrated generally
consistent performance, there is meaningfully less financial
flexibility for the company following the sizable increase in
debt, thus there is no significant cushion for the company to be
impacted by negative trends in the market or any other weak trends
in its business".

The following ratings were affirmed:

J Crew Group, Inc.

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$1,173 million senior secured term loan due March, 2018 at B1

$400 million senior notes due March, 2019 at Caa1

Speculative Grade Liquidity rating at SGL-1

Chinos Intermediate Holdings A, Inc.

$500 million Senior PIK Toggle notes due 2019 at Caa1 (LGD 6,
91%)

Ratings Rationale:

J. Crew's B2 Corporate Family Rating reflects its high debt burden
from its 2011 LBO by investment funds affiliated with TPG Capital,
L.P. ("TPG") and Leonard Green & Partners, L.P. ("Leonard Green")
along with certain members of the executive management team and
the company's aggressive financial policies evidenced by its
proposed $500 million debt-financed distribution. Proforma for the
proposed distribution, Moody's adjusted leverage is in excess of
6.5 times and interest coverage is around 1.6 times. The rating is
also constrained by J. Crew's relatively small scale and high
business risk as a specialty apparel retailer, which exposes the
company to potential performance volatility as a result of fashion
risk or changes in consumer spending. The rating is supported by
J. Crew's solid merchandising skills as reflected by several years
of solid sales growth, credible market position in the highly
fragmented specialty apparel retailing segment, very well
recognized lifestyle brand, and its strong margins relative to
peers. The company's very good liquidity profile partly mitigates
its high leverage.

J. Crew's negative outlook reflects the company's more constrained
financial flexibility following the proposed debt financed
distribution which will increase funded debt levels by almost
1/3rd. There is limited ability for the company to see continued
negative trends in EBITDA, as was evident in the first half of
2013. Moody's notes the company expects improved EBITDA in its
third quarter, which evidences management's solid execution, but
this trend will need to be sustained in the face of a still
challenging consumer environment.

Ratings could be lowered if negative trends in EBITDA were to
persist such that it was unlikely the company would be able to
restore debt/EBITDA below 6 times over the next 18 months. In view
of the elevated leverage there is no capacity for any erosion to
the company's very good liquidity profile or for any more
aggressive financial policies, such as utilizing the company's
liquidity for further shareholder distributions. Specific metrics
include Debt/EBITDA sustained above 6.0 times or interest coverage
being sustained below 1.5 times.

In view of the aggressive financial policies under its current
owners, ratings are unlikely to be upgraded in the near to
intermediate term. Over time ratings could be upgraded if J. Crew
continues to realize good returns on growth with consistent
positive annual free cash flow, while demonstrating the ability
and willingness to achieve and maintain debt/EBITDA below 5.0
times and interest coverage above 2.0 times. The rating outlook
could be revised to stable if debt/EBITDA moves below 6 times and
interest coverage exceeded 1.75 times while maintaining a very
good liquidity profile.

J. Crew Group, Inc., headquartered in New York, NY, is a multi-
channel apparel retailer. As of October 5, 2013 the Company
operates 313 retail stores (including 245 J.Crew retail stores,
eight crewcuts stores and 60 Madewell stores), jcrew.com,
jcrewfactory.com, the J.Crew catalog, madewell.com, the Madewell
catalog, and 114 factory stores. LTM revenue exceeds $2.3 billion.


J. CREW: S&P Assigns 'CCC+' Rating to $500MM Sr. PIK Toggle Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'CCC+'
issue-level rating to Chinos Intermediate Holdings A Inc.'s
$500 million senior PIK toggle notes with a recovery rating of
'6', indicating S&P's expectation of negligible (0%-10%) recovery
in the event of payment default.  Concurrently, S&P revised the
outlook on New York City-based J. Crew Group Inc. to negative from
stable and affirmed all other ratings, including the 'B' corporate
credit rating.

"The outlook revision reflects the erosion of credit protection
measures due to the incremental debt at the holding company, which
we expect the company will use to pay a dividend to J. Crew's
sponsors," said credit analyst David Kuntz.  "We forecast weak
traffic trends and an increase in promotional activity to weigh on
operations, resulting in no meaningful improvement to credit
metrics from pro forma levels."

The negative outlook reflects S&P's view that credit measures will
remain very weak over the next few quarters as a result of the
debt financed sponsor dividend.  Additionally, S&P believes that
the apparel retail environment during the second half of the year
will be characterized by weak consumer spending and an increase in
promotional activity.  As a result, S&P do not believe there will
be any meaningful improvement in the company's credit protection
measures in the next few quarters.

S&P could lower the rating if performance erodes due to
meaningfully lower consumer spending or merchandise issues.  Any
erosion of sales, margins, or some combination of the two that
results in leverage above 7.0x and interest coverage in the low-
2.0x area, could lead to a downgrade.  Additionally, any further
meaningful dividend activity that erodes credit protection
measures could have a negative effect on the rating or outlook.

S&P could revise the outlook to stable if the company is able to
demonstrate stable and consistent performance gains over the next
year while reducing leverage by a moderate amount.  Under this
scenario, revenue growth would be in the low-double digits and
EBITDA margins would be about 100 basis points above S&P's
forecast.  As a result, leverage would be in the mid-6.0x area and
interest coverage would be in the mid-2.0x range.


KEYWELL LLC: U.S. Trustee Amends Creditors Committee
----------------------------------------------------
Patrick S. Layng, the United States Trustee for Region 11, on
October 23, 2013, notified the United States Bankruptcy Court for
the Northern District of Illinois of an amendment to the
composition of the Official Committee of Unsecured Creditors in
the Chapter 11 case of Keywell L.L.C.

The seven-member panel is composed of:

  Creditor                             Representative
  ---------                            --------------
  Ferrous Processing & Trading         Howard Sherman
  FPT Cleveland

  SA Recycling LLC                     Dan Navabpour

  Omni Source Corporation              Marlene Sloat

  Schnitzer Steel Industries           James Devine

  Joseph Freedman Co., Inc.            John Freedman

  Schupan & Sons, Inc.                 Andrew Knowlton

  Terrapin Metals Recycling LLC        Matthew Smith

The U.S. Trustee originally appointed six members to the
Committee:

         1. Ferrous Processing & Trading FPT Cleveland
            Howard Sherman

         2. SA Recycling LLC
            Dan Navabpour

         3. Omni Source Corporation
            Marlene Sloat

         4. Schnitzer Steel Industries
            James Devine

         5. Joseph Freedman Co., Inc.
            John Freedman

         6. Schupan & Sons, Inc.
            Andrew Knowlton

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

The U.S. Trustee's counsel may be reached at:

   Kimberly Bacher, Esq.
   OFFICE OF THE U.S. TRUSTEE
   219 S. Dearborn, Room 873
   Chicago, IL 60604
   Tel: (312) 353-5014

                           About Keywell

Keywell L.L.C. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 13-37603) on Sept. 24, 2013.  Mark Lozier signed the petition
as president and CEO.  The Debtor estimated assets and debts of at
least $10 million.

Judge Eugene R. Wedoff presides over the case.  Adelman &
Gettleman Ltd. serves as the Debtor's counsel.  Patzik, Frank &
Samotny Ltd. serves as the Debtor's as special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisers.


KEYWELL LLC: Conway MacKenzie Approved as Financial Advisors
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Keywell L.L.C. to employ Conway
MacKenzie, Inc., as its financial advisors.

The Troubled Company Reporter on Oct, 11, 2013, said these Conway
MacKenzie consultants are anticipated to be involved in the
Chapter 11 case and will be paid the following rates:

   A. Jeffrey Zappone           $550
   Timothy B. Stallkamp         $475

Other employees of the firm may work on the matter, with hourly
rates ranging from $135 to $695.

                           About Keywell

Keywell L.L.C. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 13-37603) on Sept. 24, 2013.  Mark Lozier signed the petition
as president and CEO.  The Debtor estimated assets and debts of at
least $10 million.

Judge Eugene R. Wedoff presides over the case.  Adelman &
Gettleman Ltd. serves as the Debtor's counsel.  Patzik, Frank &
Samotny Ltd. serves as the Debtor's as special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisers.


KEYWELL LLC: Files Amended Schedules of Assets and Liabilities
--------------------------------------------------------------
Keywell L.L.C. filed with the Bankruptcy Court its amended
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,700,000
  B. Personal Property           $18,846,386
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,467,455
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $154,291
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $27,740,046
                                 -----------      -----------
        TOTAL                    $22,546,386      $39,361,793

Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities.

Keywell L.L.C. filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 13-37603) on Sept. 24, 2013.  Mark Lozier signed the petition
as president and CEO.  The Debtor estimated assets and debts of at
least $10 million.

Judge Eugene R. Wedoff presides over the case.  Adelman &
Gettleman Ltd. serves as the Debtor's counsel.  Patzik, Frank &
Samotny Ltd. serves as the Debtor's as special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisers.


KSL MEDIA: Hires Martini Iosue as Accountant
--------------------------------------------
KSL Media, Inc. and its debtor-affiliates seek authorization from
the U.S. Bankruptcy Court for the Central District of California
to employ Martini Iosue & Akpovi as accountant for the limited
purpose of preparing an audit report for KSL's retirement plan.

The scope of Martini Iosue's representation includes:

   (a) conducting an audit of the Retirement Plan;

   (b) preparing the audit report; and

   (c) preparing any other documents that must be filed as part of
       the independent qualified public accountant's report with
       the Form 5500 filing for the Retirement Plan.

KSL Media proposes to compensate Martini Iosue pursuant to
11 U.S.C. Section 328 by paying Martini Iosue a flat fee of
$20,000 for the services.  KSL also seeks authority to pay Martini
Iosue in full upon the completion of those services without
further application to or order of the Court.

Martini Iosue has agreed to waive its pre-petition unsecured claim
of approximately $20,289.50.

Christopher L. Passmore, partner of Martini Iosue, 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.

Martini Iosue can be reached at:

       Christopher L. Passmore, CPA
       MARTINI IOSUE & AKPOVI
       16830 Ventura Blvd., Suite# 415
       Encino, CA 91436
       Tel: (818) 789-1179 ext. 131
       Fax: (818) 789-1162
       E-mail: chris@miacpas.com

                        About KSL Media

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

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

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

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California.  The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP.  The Debtors disclosed $34,652,932 in
assets and $64,946,225 in liabilities as of the Chapter 11 filing.


KSL MEDIA: Creditors' Panel Taps Pachulski Stang as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of KSL Media, Inc.
and its debtor-affiliates asks permission from the U.S. Bankruptcy
Court for the Central District of California to retain Pachulski
Stang Ziehl & Jones LLP as counsel, nunc pro tunc to Oct. 10,
2013.

Pachulski Stang is expected to render, among other things, the
following services to the Committee:

   (a) assist, advise and represent the Committee in its
       consultations with the Debtors regarding the administration
       of these Cases;

   (b) assist, advise and represent the Committee in analyzing the
       Debtors' assets and liabilities, participating in and
       reviewing any proposed asset sales, any asset
       dispositions, and financing arrangements or proceedings;

   (c) assist, advise and represent the Committee in any manner
       relevant to reviewing and determining the Debtors' rights
       and obligations under leases and other executory contracts;

   (d) assist, advise and represent the Committee in investigating
       the acts, conduct, assets and liabilities of the Debtors
       and the Debtors' financial condition, business operations
       and any other matters relevant to these Cases or to the
       formulation of a plan;

   (e) assist, advise and represent the Committee in its
       participation in the negotiation, formulation and drafting
       of a plan of liquidation or reorganization;

   (f) provide advice to the Committee on the issues concerning
       the appointment of a trustee or examiner under Section 1104
       of the Bankruptcy Code;

   (g) assist, advise and represent the Committee in the
       performance of all of its duties and powers under the
       Bankruptcy Code and the Bankruptcy Rules and in the
       performance of such other services as are in the interests
       of those represented by the Committee;

   (h) assist, advise and represent the Committee in the
       evaluation of claims and on any litigation matters; and

   (i) assist, advise and represent the Committee regarding such
       other matters and issues as may be necessary or requested
       by the Committee.

Pachulski Stang will be paid at these hourly rates:

       Richard M. Pachulski      $995
       Jeffrey W. Dulberg        $675
       Paralegal                 $295

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

Jeffrey W. Dulberg, Esq., partner of Pachulski Stang, 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.

Pachulski Stang can be reached at:

       Jeffrey W. Dulberg, Esq.
       PACHULSKI STANG ZIEHL & JONES LLP
       10100 Santa Monica Blvd., 13th Floor
       Los Angeles, CA 90067
       Tel: (310) 277-6910
       Fax: (310) 201-0760
       E-mail: jdulberg@PSZ&Jlaw.com

                        About KSL Media

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

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

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

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California.  The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP.  The Debtors disclosed $34,652,932 in
assets and $64,946,225 in liabilities as of the Chapter 11 filing.


LABORATORY PARTNERS: Files for Sale in December
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Laboratory Partners Inc., a Cincinnati-based provider
of lab and pathology services, filed a petition for Chapter 11
protection on Oct. 25 in Delaware.

According to the report, the company serves nursing homes,
physicians' offices and a hospital in nine states. Financial
difficulties resulted from cuts in government reimbursement rates.

Liabilities for borrowed money total $42.3 million, including
$21.6 million owed on a first-lien credit facility with Marathon
Special Opportunity Fund LP, the report related.  There's $18.4
million owing on several issues of unsecured subordinated notes,
along with $2.7 million in capital lease obligations.

There's $11 million owed to unsecured trade creditors, according
to a court filing. The notes and the Marathon facility have
matured.

The bankruptcy is to be financed with a $5 million loan from
Marathon.

The company said it would "immediately" petition the bankruptcy
court for authority to set up auctions, with the first to occur in
December. Another part of the business should go to auction in
January, according to a statement.

The case is In re Laboratory Partners Inc., 13-bk-12769, U.S.
Bankruptcy Court, District of Delaware (Wilmington).


LAFAYETTE YARD: Proposes Nov. 25 Auction of Trenton Hotel
---------------------------------------------------------
Lafayette Yard Community Development Corporation asks the U.S.
Bankruptcy Court for the District of New Jersey to approve bidding
procedures for the sale of substantially all of the Debtor's
assets, subject to higher and better bids at an auction.  The
Debtor has received a Letter of Intention from Edison
Broadcasting, LLC, to purchase the Assets for $5,500,000, payable
by a good faith deposit of $500,000 upon execution of the Asset
Purchase Agreement, with the balance to be paid in cash at the
Closing.

The Debtor's Bidding Procedures are structured for a two-track
bidding procedure at the auction.  Track 1 Bidders are those
Bidders that wish to purchase the Assets and operate the Property
as a hotel.  Track 2 Bidders are those Bidders that wish to
purchase the Assets and will NOT operate the Property as a hotel
(specifying the intended use of the Property).

In addition, the Bidding Procedures provide that bidders submit
initial overbids in an amount of $5,635,000, which represents
$135,000 in excess of the aggregate Purchase Price under the APA,
which $110,000 amount is equal to the Break-Up Fee1 plus $25,000
in an initial overbid increment.

According to the Motion, the Debtor was able to obtain DIP funding
in the amount of $2 million, which the Debtor projects will be
enough to sustain the Hotel's operations only through the end of
the year.  "Accordingly, the Debtor is seeking an expeditious
marketing and sale process, with a four (4) week marketing
campaign, culminating with an auction on Nov. 25, 2013, a sale
hearing on Nov. 25, 2013, or as soon as possible thereafter, and
closing within 10 days of entry of the Sale Order.

                           *     *     *

Law360 reported that U.S. Bankruptcy Judge Michael B. Kaplan
approved Edison's purchase bid, setting a deadline of Nov. 21 for
qualified competing bids to be filed with the court. If any
qualifying bids are received, the hotel will go up for auction on
Nov. 25.

A copy of the Bid Procedures Motion is available at:

         http://bankrupt.com/misc/lafayetteyard.doc79.pdf

      About Lafayette Yard Community Development Corporation

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 23, 2013 (Case No. 13-30752, Bankr.
D.N.J.).  The Debtor is represented by Gregory G. Johnson, Esq.,
at Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.


LAFAYETTE YARD: Delbello Donnellan Approved as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Lafayette Yard Community Development Corporation to
employ Delbello Donnellan Weingarten Wise & Wiederkehr, LLP as
bankruptcy counsel.

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 23, 2013 (Case No. 13-30752, Bankr.
D.N.J.).  The Debtor is represented by Gregory G. Johnson, Esq.,
at Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.


LAFAYETTE YARD: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Lafayette Yard Community Development Corporation filed with the
U.S. Bankruptcy Court for the District of New Jersey its schedules
of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   Unknown
  B. Personal Property           $432,633.98
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $18,190,323.76
  E. Creditors Holding
     Unsecured Priority
     Claims                                         44,311.79
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                     15,350,198.52
                                 -----------    -------------
        TOTAL                    $432,633.98   $33,583,834.07

A full-text copy of Lafayette Yard's Schedules may be accessed for
free at http://is.gd/LEqfGg

     About Lafayette Yard Community Development Corporation

Lafayette Yard Community Development Corporation, owner of the
Lafayette Yard Hotel & Conference Center, previously called the
Trenton Marriott, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 23, 2013 (Case No. 13-30752, Bankr.
D.N.J.).  The Debtor is represented by Gregory G. Johnson, Esq.,
at Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and
Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley,
Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in
White Plains, New York.


LEHMAN BROTHERS: Released From Securities Class Action
------------------------------------------------------
Law360 reported that Lehman Brothers Holdings Inc. was released on
Oct. 28 from one of the many securities class actions brought
against it after its collapse when the Second Circuit ruled that
an amended complaint drawn up by the class was barred by the
statute of limitations and the statute of repose.

According to the report, the plaintiffs originally claimed that
the forms they signed to purchase securities from Lehman failed to
disclose that the company had a 30:1 gross leverage ratio.

The appellate case is In Re: Lehman Brothers Securities, Case No.
13-156 (2d Cir.).

                        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.


MENDOCINO COAST: Chapter 9 Makes Law for Detroit
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Mendocino Coast Recreation and Park District
around the City of Fort Bragg, California, could play a role in
the decision on whether Detroit is eligible for Chapter 9
municipal bankruptcy.

According to the report, the Mendocino district filed for
municipal bankruptcy in December 2011 with facilities that include
a $24 million community and aquatic center opened in 2009. In
September, U.S. District Judge Jon S. Tigar in San Francisco
upheld the bankruptcy court and ruled that the district is
eligible for bankruptcy, although there was no pre-bankruptcy
attempt to negotiate a debt-adjustment plan with a secured
creditor.

Before bankruptcy, the district told the lender it would file
under Chapter 9 absent an out-of-court workout of the debt, the
report related.  The district offered to transfer collateral to
the bank in full satisfaction of the debt, pay the bank $1.1
million for full payment of the debt, or sign a forbearance
agreement.

The lender said none of the offers was adequate and sent a notice
of default. The district filed in Chapter 9.

The bank contended the district didn't qualify for bankruptcy
because the pre-bankruptcy discussions didn't include the terms of
a plan showing how other creditors would be treated. The
bankruptcy judge rejected the argument, and so did Judge Tigar.

Judge Tigar said the duty to negotiate is reciprocal. In the
district's case, the failure to negotiate rested "primarily with
the bank," Judge Tigar said.

Although a municipality is eventually required to lay out
treatment of all creditors in discussions, the requirement is
waived if the lender declines to negotiate.

Judge Tigar's opinion is also important for its discussion of the
extent to which bankruptcy and district courts in the district are
bound by decisions of the circuit's Bankruptcy Appellate Panel.

Judge Tigar said bankruptcy courts consider themselves bound by
decisions of the appellate panel, including dicta, meaning
portions of decisions not required for the ruling.

In district court, appellate panel decisions aren't binding.

The U.S. Bankruptcy Court for the Northern District of California
entered an order affirming Mendocino Coast Recreation and Park
District's Chapter 9 eligibility.

Creditor and appellant Westamerica Bank appealed the order of the
Bankruptcy Court overruling on the Bank's objection regarding
Debtor's Chapter 9 eligibility.

Fort Bragg, California-based Mendocino Coast Recreation and Park
District filed for Chapter 9 protection (Bankr. N.D. Calif. Case
No. 11-14625) on Dec. 9, 2011).  Douglas B. Provencher, Esq., at
Law Offices of Provencher and Flatt, represents the Debtor.  The
Debtor estimated assets as $10 million to $50 million and debts at
$1 million to $10 million.  The petition was signed by James C.
Hurst, executive director.

Westamerica Bank objected to the petition on the ground that the
District failed to meet the Chapter 9 eligibility requirements in
Section 109(c)(5)(B) of the Bankruptcy Code.  The Bankruptcy Court
overruled the Bank's objection.


MENDOCINO COAST: S&P Raises Rating on GO Bonds to 'CCC'
-------------------------------------------------------
Standard & Poor's Ratings Services raised  its long-term ratings
to 'CCC' from 'C' on the Mendocino Coast Health Care District,
Calif.'s general obligation (GO) bonds.  The outlook remains
stable.  The action reflects S&P's adoption of revised ratings
definitions on Oct. 24, 2013.

The 'CCC' rating reflects S&P's view that timely and full payments
on these obligations are vulnerable and dependent upon favorable
business, financial, and economic conditions.

In S&P's opinion, the district's rating is limited by very low
unrestricted cash and investments, at only five days' for fiscal
yearend 2012.  Although the health care district has managed cash
levels in this range for the past couple of years, S&P believes
there is virtually no flexibility for responding to delays in cash
collection from third-party payors in order to pay expenses S&P
considers mandatory for operations to continue, such as payroll.

The district was admitted to bankruptcy protection under Chapter 9
of the U.S. Bankruptcy Code.  Management reports that the district
has not missed a bond payment and projects that bondholders will
continue to be paid.

The stable outlook reflects S&P's view that the district, while
currently vulnerable to adverse near term developments including
very thin liquidity, will maintain credit conditions consistent
with the rating level.


NATURAL MOLECULAR: Employs Hacker & Willig as Bankruptcy Counsel
----------------------------------------------------------------
Natural Molecular Testing Corporation sought and obtained
authority from Judge Karen A. Overstreet of the U.S. Bankruptcy
Court for the Western District of Washington, at Seattle, to
employ Hacker & Willig, Inc., P.S., as bankruptcy counsel.

Arnold M. Willig, Esq., Elizabeth H. Shea, Esq. --
eshea@hackerwillig.com -- and Charles L. Butler, III, Esq. --
Charlie@hackerwillig.com -- are expected to take primary roles in
representing the Debtor.

The Debtor has agreed to compensate Hacker & Willig on the basis
of its ordinary hourly rates, with reasonable fees to be paid on
the basis of criteria set forth in the Bankruptcy Code and
Washington Rules of Professional Conduct, including the time
spent, skill needed to perform legal services property, preclusion
of other employment, fees customarily charged, the amount involved
and the results obtained, time limitations imposed by the Debtor
or circumstances, and the experience, reputation, and ability of
counsel.  Mr. Willig assures the Court that his firm and its
professionals are experienced bankruptcy attorneys and neither has
nor represents any interest adverse to the estate.

Natural Molecular Testing Corp., which provides molecular
diagnostic-testing services, including testing for sexually
transmitted diseases and screening and counseling about cystic
fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle.  The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.


NEW YORK CITY OPERA: May Survive by Merger or New Management
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a Bloomberg news story said "[a]bsent a miracle or
merger," New York City Opera in its current form is "kaput."

According to the report, there is talk about a merger or different
management to give New York a second opera company. Another
hearing is set for today in U.S. Bankruptcy Court in Manhattan.

                  About New York City Opera

New York City Opera, Inc., sought Chapter 11 bankruptcy protection
on Oct. 3 (Bankr. S.D.N.Y. Case No. 13-13240), listing between
$1 million and $10 million in both assets and debts.

The petition was signed by George Steel, general manager and
artistic director.  Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, serves as the opera's counsel.  Ewenstein Young & Roth LLP
serves as special counsel.


NEWLEAD HOLDINGS: Acquires Mining Rights at Viking Mine
-------------------------------------------------------
NewLead Holdings Ltd. On Oct. 29 disclosed that the reference in
the press release, dated September 18, 2013, with respect to the
acquisition of the Viking Mine should have been to the acquisition
of the rights to mine at the Viking Mine.  In addition, the
Company previously indicated in the same release that the
acquisition price for the transactions will be $68 million,
however, the acquisition price will be $42 million with funding as
follows:

   -- $15.0 million Senior Secured Convertible Note issued with an
8% coupon, maturing on December 31, 2014 and convertible into
equity at market price on each payment date at the sole discretion
of the Company, subject to a true up based on the subsequent sales
of such shares, which upon issuance of the Viking Note, the
Company immediately paid down the Viking Note to $9.0 million
through the issuance of $5.875 million of shares of the Company's
common stock (38,524,590 pre-split shares) and the cash payment of
$0.125 million.

   -- $21.0 million Senior Secured Convertible Note to be issued
with an 8% coupon, maturing on December 31, 2014 and convertible
into equity at market price on each payment date at the sole
discretion of the Company, subject to a true up based on the
subsequent sales of such shares, which upon issuance of the
Additional Note, the Company expects to immediately pay down the
Additional Note to approximately $15.75 million through the
issuance of $5.25 million shares of the Company's common stock,
such amount of shares to be determined on the date of issuance of
the Additional Note.  The Additional Note and shares of common
stock will be issued at the closing of the acquisition of the
Marrowbone Mine and the Coal Wash Plant.

   -- $6.0 million cash payment to be paid at the closing of the
acquisition of the Marrowbone Mine and Coal Wash Plant.

Furthermore, at the closing of the acquisition of the additional
mine and the coal wash plant, the Company expects to issue $20.0
million of warrants, exercisable at $0.01, for 224,946,575 shares
(pre-split) of the Company's common stock. The Advisor Warrants
are being issued to a third party advisor to the Company in
connection with the Viking Mine, Marrowbone Mine and Coal Wash
Plant transactions, as well as the Five Mile Mine and various
short term funding transactions.

                    About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

Newlead Holdings Ltd. filed with the U.S. Securities and Exchange
Commission its annual report on Form 20-F disclosing a net loss of
$403.92 million on $8.92 million of operating revenues for the
year ended Dec. 31, 2012, as compared with a net loss of $290.39
million on $12.22 million of operating revenues for the year ended
Dec. 31, 2011.  The Company incurred a net loss of $86.34 million
on $17.43 million of operating revenues in 2010.

As of Dec. 31, 2012, Newlead Holdings had $61.79 million in total
assets, $177.42 million in total liabilities and a $115.62 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, 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 a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NIRVANIX INC: Schedules Nov. 15 Auction
---------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Nirvanix Inc., a cloud-based data-storage company,
filed a petition for Chapter 11 protection on Oct. 1 and will sell
the assets at auction on Nov. 15.

According to the report, under auction and sale procedures
approved last week by the U.S. Bankruptcy Court in Delaware,
bids are due Nov. 12.  A hearing on sale approval is scheduled
for Nov. 19.

Acme Acquisition LLP is already under contract to buy the
intellectual property for $2.8 million plus assumption of
specified liabilities, the report related.

The assets will be auctioned in two lots, with the intellectual
property in Lot 1. All other assets will be in Lot 2.

Venture-capital investor Khosla Ventures IV LP holds more than 70
percent of preferred stock plus 15.5 percent of the common stock.
A venture-capital unit of Intel Corp. has more than 20 percent of
the common stock and some of the preferred equity. Valhalla
Partners II LP owns about 25 percent of the common stock and
Mission Ventures III LP has about 24 percent.

                        About Nirvanix, Inc.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.).  The case
is assigned to Judge Brendan Linehan Shannon.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at COLE, SCHOTZ,
MEISEL, FORMAN & LEONARD, PA.  Cooley LLP serves as the Debtor's
special corporate counsel.  Arch & Beam Global LLC serves as the
Debtor's financial advisor.  Epiq Systems Inc. is the Debtor's
claims and noticing agent.

The Debtor disclosed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.

The petition was signed by Debra Chrapaty, CEO.


OCEANSIDE MILE: Seeks to Use Cash Collateral to Operate in Ch.11
----------------------------------------------------------------
Oceanside Mile, LLC, d/b/a Seabonay Beach Resort, seeks authority
from the U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division, to use cash collateral for the
Debtor to continue the operations of its business and fund
operations in support of its overall reorganization strategy.

The duration of cash collateral use will be initially for the
interim period of approximately 30 days, commencing Oct. 17, 2013,
and through and final hearing on the request, which the Debtor
asks to be set on or before Nov. 15.

As adequate protection, First-Citizens Bank & Trust Company and
Mayo Group -- each of which holds interest in the cash collateral
-- will be granted a replacement lien on cash flow generated from
operations, but only if and to the extent that the Secured
Creditor's prepetition security interests are valid, enforceable,
properly perfected, and unavoidable; (ii) only to the extent the
Secured Creditors have valid and perfected interests in the cash
used during the interim period; and (iii) the Debtor's use of cash
collateral results in a diminution of value of the secured
creditor's collateral.

First-Citizens objects to the Debtor's request, complaining that
the protection proposed by the Debtor is inadequate.  First-
Citizens believes that the Debtor must first obtain its consent to
the use of its cash collateral on terms agreeable to First-
Citizens.  In response to First-Citizens' objection, the Debtor
argues that the opposition is devoid of scintilla of admissible
evidence and complains that the terms proposed by First-Citizens
contains onerous provisions that are not in the best interest of
the estate and creditors.  Accordingly, the Debtor asks the Court
to deny First-Citizens' objection and grant its request.

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.

The Debtor is represented by Sandford L. Frey, Esq., Stuart I.
Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig &
Frey LLP, in Los Angeles, California.

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq. -- caverch@whitecase.com -- and Roberto J. Kampfner,
Esq. -- rkampfner@whitecase.com -- at WHITE & CASE LLP, in Los
Angeles, California.


OCEANSIDE MILE: Seeks to Pay $4,500 to Critical Vendors
-------------------------------------------------------
Oceanside Mile, LLC, d/b/a Seabonay Beach Resort, seeks authority
from the U.S. Bankruptcy Court for the Central District of
California, Los Angeles Division, to pay $4,525 to providers of
goods and services that are essential to the ongoing operations of
its business.

The following critical vendors will be paid these amounts:

   US Foods                 $1,046
   All Stat Elevator          $890
   Expedia.com                $181
   Travel Media Group       $2,408

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.

The Debtor is represented by Sandford L. Frey, Esq., Stuart I.
Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig &
Frey LLP, in Los Angeles, California.

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., at Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.


OCI BEAUMONT: S&P Assigns 'B-' CCR & Rates $235MM Sr. Loan 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to OCI Beaumont LLC.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating and '1'
recovery rating to the company's $235 million first-lien senior
secured term loan.  The term loan initially consisted of two
tranches of $235 million and $125 million at closing, but in a
subsequent transaction in October 2013 the company paid down the
$125 million tranche using proceeds from an IPO.

OCI used proceeds from the term loan to refinance existing debt.
The '1' recovery rating indicates S&P's expectation for very high
recovery (90% to 100%) in the event of a payment default.

"The rating on OCI reflects the company's 'aggressive' financial
risk profile, including its very aggressive financial policy, and
its 'vulnerable' business risk profile as a single-site producer
of commodity chemicals," said Standard & Poor's credit analyst
Paul Kurias.

"Our assessment of the financial risk profile incorporates our
view of the company's financial policy as very aggressive.
Privately owned OCI is 100% owned by a limited partnership OCI
Partners L.P. which in turn is ultimately owned by unrated OCI
N.V., an entity incorporated in The Netherlands, with operations
in Egypt, North Africa, The Netherlands, and the U.S. OCI in its
short existence (since 2011) has paid a meaningful amount of
dividend to its parent.  In May 2013 OCI paid about $260 million
in short-term debt-funded dividends.  This payout occurred even
before the October 2013 transfer of the company's ownership to a
master limited partnership structure, which now builds in regular
quarterly dividend payments as part of the partnership agreement.
The general partner in the partnership agreement is OCI G.P. LLC,
another entity ultimately owned by OCI N.V.  We currently expect
the ultimate parent, OCI N.V., to indirectly own between 75% and
80% of OCI Partners L.P. subject to the final allotment of shares
following OCI's recent IPO.  Some of the risks of the ownership
structure are partly mitigated by the fact that the partnership
agreement provides for variable dividend, and OCI is not bound to
pay fixed amounts with no regard to its financial performance.
Nonetheless, we anticipate OCI will pay out all excess cash flow
as dividend to its parent," S&P noted.

The stable outlook reflects S&P's expectation that EBITDA in 2013
will improve to levels of at least around $150 million reflecting
a full year of near-capacity operations at the company's recently
refurbished plant.

S&P could lower ratings if total debt to EBITDA increases over 5x
with no near-term prospects for improvement.  Leverage could
increase if debt levels increase to fund shareholder rewards or
growth, or if EBITDA declines in the company's commodity
businesses.  EBITDA levels of $80 million or lower under the
current capital structure could result in a lower rating.  This is
considerably lower than our expectation of at least $150 million.

S&P considers an upgrade over the next year unlikely given the
absence of an operating track record, and its view of financial
policy as very aggressive.  S&P could consider an upgrade over the
longer term if company demonstrates a steady operating track
record, and a more conservative financial policy than assumed.


ONCURE HOLDINGS: Exits Chapter 11 Via Sale to Radiation Therapy
---------------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that OnCure
Holdings Inc. has emerged from Chapter 11 bankruptcy protection
after selling its assets to Radiation Therapy Services Inc. in a
deal valued at $125 million.

The Troubled Company Reporter published on Oct. 8, 2013, that
OnCure Holdings won court approval of its plan for Radiation
Therapy.

Radiation Therapy agreed to pay $42.5 million in cash and
guarantee $82.5 million in new notes under the restructuring plan
approved by U.S. Bankruptcy Judge Kevin Gross at an Oct. 3 hearing
in Wilmington, Delaware.

Noteholders owed about $210 million are projected to get a
recovery of about 50 percent to 54 percent from the new notes,
according to the disclosure statement, a description of the plan.
Unsecured creditors won't get any recovery.

                        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.


ONE CALL: Moody's Puts 'B2' CFR on Review for Possible Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the ratings of One Call Medical,
Inc. under review for possible downgrade, including the company's
B2 Corporate Family Rating and B2-PD Probability of Default
Rating. The review was prompted by the announcement on October 25,
2013 that Apax Partners has entered into a definitive agreement to
acquire One Call from Odyssey Investment Partners, its controlling
stockholder. Apax has also entered into a definitive agreement to
acquire Align Networks, a workers' compensation physical medicine
network, from General Atlantic and The Riverside Company, with
plans to merge the company with One Call.

The following ratings were placed under review for downgrade:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$35 million senior secured revolver, Ba3 (LGD2, 28%)

$560 million senior secured term loan, Ba3 (LGD2, 28%)

Rating Rationale:

Although financing details have not been provided, the combined
entity could have higher financial leverage. The rating review
will focus primarily on the financial leverage and the capital
structure that will result from the sale to Apax, as well as
ongoing operating trends at One Call.

One Call's B2 Corporate Family Rating (currently under review)
reflects the company's modest absolute size based on revenue, high
financial leverage, and integration risks associated with recent
acquisitions. The rating also incorporates the company's
considerable concentration of revenues with its largest customers
and relatively low profitability margins. The rating is supported
by the company's leading positions within niche sub-segments of
the worker's compensation market and modest regulatory or
reimbursement risk. Despite its concentration by top customers,
the company is well-diversified by state. Further, despite high
financial leverage, Moody's expects the company to generate
positive free cash flow.

Based in Parsippany, New Jersey, One Call Medical, Inc. ("One
Call", a wholly-owned subsidiary of OC Medical Holdings, Inc.)
provides cost containment services related to workers'
compensation claims, acting as an intermediary between healthcare
providers, payors and patients. One Call reduces medical costs of
workers' compensation claims by negotiating lower rates with
network-based providers, reducing unnecessary spend through
utilization management and handling certain administrative aspects
of workers' compensation medical claims. One Call is a leader in
network services within the diagnostic imaging, transportation and
translation (T&T) and dental segments.  In August 2012, One Call
acquired MSC Care Management, a provider of similar services
within the durable medical equipment ("DME"), home health ("HH"),
surgical implants, and T&T segments. Customers include insurance
companies, third-party administrators (TPAs) and self-insured
employers. One Call Medical is owned by Odyssey Investment
Partners, LLC. Moody's estimates the combined company generated
pro forma revenue of approximately $762 million for the twelve
months ended June 30, 2013.


ORMET CORP: Chapter 11 Wind-Down Plan Put On Hold
-------------------------------------------------
Law360 reported that a Delaware bankruptcy judge on Oct. 28
delayed consideration of Ormet Corp.'s proposed wind-down plan
until next week, leaving the aluminum smelter without an approved
budget as it looks to maximize its value in Chapter 11.

According to the report, Ormet's $130 million sale fell apart
earlier this month and the Ohio-based company subsequently filed
an emergency motion seeking approval to wind down operations, but
U.S. Bankruptcy Judge Mary F. Walrath said at the Oct. 28 hearing
that she had "significant problems" with the proposal's lack of
details.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the U.S. Trustee filed papers on Oct. 25 saying
the bankruptcy instead should be converted to a liquidation in
Chapter 7.  The U.S. Trustee said there is no budget and no
financing for a wind-down in Chapter 11.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.


ORMET CORP: Signs Up Almatis to Buy Alumina Smelter
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ormet Corp. signed Almatis Inc. to a $39.4 million
contract to buy the Burnside alumina smelter.

According to the report, the bankruptcy court in June authorized
Ormet to sell the business to lender and part owner Wayzata
Investment Partners LLC mostly in exchange for debt. The sale fell
through in early October when Ohio utility regulators declined to
grant requested reductions in electricity prices.  Ormet halted
operations at the smelter in Hannibal, Ohio, and put the Burnside
facility into a "hot-idle" status, the report related.

Before the aborted sale to Wayzata, Ormet had talks with
Leetsdale, Pennsylvania-based Almatis. After the business shut
down, Ormet signed Almatis to a contract and filed papers on Oct.
25 asking the bankruptcy court in Delaware to hold a hearing on
Nov. 5 for approval of the sale without an auction.

Almatis will pay $2 million for an option and another $35.3
million in cash when the sale is completed. In addition, Almatis
will put $2.1 million in escrow. Sale proceeds will be applied in
reduction of financing for the Chapter 11 effort.

The Burnside facility has the capacity to produce 540,000 tons of
smelter-grade alumina a year. The Hannibal smelter can produce
270,000 tons of primary aluminum annually.

Had the sale not fallen apart, Wayzata would have contributed a $2
million, six-year note to a trust for unsecured creditors, plus
warrants for 2.5 percent of the stock exercisable at a price equal
to the secured debt owing to Wayzata, including loans for the
Chapter 11 case. Creditors would have received warrants for
another 2 percent equal to twice the Wayzata debt.

Wayzata would have taken the business in exchange for $130 million
of the $139.5 million in secured debt it holds. Wayzata has been
financing the Chapter 11 case.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.


OSI RESTAURANT: Moody's Hikes CFR to B1 & Keeps B1 Rating on Loans
------------------------------------------------------------------
Moody's Investors Service upgraded OSI Restaurant Partners, LLC's
Corporate Family rating to B1 from B2 and Probability of Default
rating to B1-PD from B2-PD. Moody's also affirmed the B1 rating on
OSI's $975 million 7-year senior secured term loan B and $225
million 5-year senior secured revolver. The rating outlook is
positive.

"The upgrade reflects OSI's continued improvement in operating
performance and earnings that have been driven in part by positive
same store sales and which have resulted in stronger debt
protection metrics and liquidity" stated Bill Fahy, Moody's Senior
Credit Officer.

Ratings upgraded are:

Corporate Family Rating to B1 from B2

Probability of Default Rating to B1-PD from B2-PD

Ratings affirmed (LGD rates revised):

$975 million senior secured term loan B due 2019, B1 (to LGD3, 43%
from LGD3, 44%)

$225 million senior secured revolver due 2017, B1 (to LGD3, 43%
from LGD3, 44%)

Speculative Grade Liquidity rating at SGL-2

Ratings Rationale:

The B1 Corporate Family Rating reflects OSI's high level of brand
awareness, large and diversified asset base, positive operating
trends and material debt reduction which have led to steady
improvement in credit metrics and liquidity. However, the ratings
also incorporate OSI's relatively high leverage and modest
coverage, as well as soft consumer spending and competitive
pressures that could continue to pressure earnings.

The positive outlook reflects Moody's expectation that OSI will
continue to strengthen debt protection metrics through same store
sales growth, system-wide unit expansion, and debt reduction in
excess of mandatory amortization. The outlook also incorporates
Moody's view that the company will maintain good liquidity.

Ratings could be upgraded in the event OSI's operating trends
remain positive and stronger operating performance results in
stronger debt protection metrics and liquidity. Specifically,
ratings could be upgraded if leverage fell below 4.5 times, EBITA
coverage of interest expense approached 2.75 times, and retained
cash flow to debt was about 20% on a sustained basis. An upgrade
would also require that the company maintain good liquidity.

The rating outlook could be changed to stable if the company fails
to materially improve credit metrics or sustain favorable
operating trends. Ratings could be negatively impacted by any
protracted reversal in same store sales performance that caused a
sustained deterioration in credit metrics from current levels.
Specifically, a downgrade could occur if debt to EBITDA over the
next twelve months were to go above 5.0 times or if EBITA to
interest fell below 2.25 times. A material deterioration in
liquidity for any reason could also pressure the ratings.

OSI Restaurant Partners, LLC owns and operates a diversified base
of casual dining concepts which include Outback Steakhouse,
Carrabba's Italian Grill, Bonefish Grill, Fleming's Prime
Steakhouse and Wine Bar and Roy's. Annual revenues for the LTM
period ended June 30, 2013, were approximately $4.1 billion.


PATRIOT COAL: Arch Coal to Acquire Guffey Reserve Property
----------------------------------------------------------
Arch Coal, Inc. in October 2013 entered into an agreement with
Patriot Coal Corp. that is subject to approval by the bankruptcy
court and contingent upon Patriot's exit from bankruptcy.  Under
this agreement, Arch will acquire the Guffey reserve property from
Patriot for $16 million.  The metallurgical reserves are owned in-
fee, are contiguous to Arch's Tygart Valley reserves and the Leer
mine, and are comparable in quality to Leer's high-volatile "A"
coking coal.  The addition of these reserves will enable Arch to
recover up to an incremental 8 million tons of metallurgical coal
at the Leer mine, thereby extending the estimated mine life by
nearly three years.  The agreement also resolves all pending and
potential legal claims with Patriot related to Arch's sale of coal
companies to Magnum Coal Company, a subsidiary of ArcLight Capital
Partners LLC, in 2005 and the subsequent purchase of those
companies by Patriot in 2008.  During the third quarter, Arch
recorded a $5 million accrual for this legal settlement.

"As part of our effort to re-align the asset portfolio, Arch
continues to execute its plan to divest non-core assets and
reserves, idle operations or trim production in response to market
conditions, and concentrate on core operations that will drive our
profitability as coal markets improve," said John W. Eaves, Arch's
president and chief executive officer.  "We are also pursuing
value-enhancing growth initiatives in our strategic areas of
focus.  One such example is the Guffey acquisition, which
represents a unique, synergistic, bolt-on opportunity that extends
the reserves and mine life at Leer, one of our key metallurgical
coal operations."

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corporation on Sept. 6 filed a Plan of Reorganization
with the U.S. Bankruptcy Court for the Eastern District of
Missouri as contemplated by the terms of Patriot's Debtor-in-
Possession financing.  The Disclosure Statement is expected to be
filed on or before Oct. 2, 2013, and the approval hearing is
currently scheduled for Nov. 6, 2013.


PATRIOT COAL: Can Hire Ogletree as Labor Relations Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Missouri has
authorized Patriot Coal Corporation and 98 of subsidiaries to
employ Ogletree, Deakins, Nash, Smoak & Stewart, P.C., nunc pro
tunc to Aug. 1, 2013, as special labor-relations counsel for the
Initial Debtors.

The expansion of the retention of Ogletree Deakins to include
Debtors Brody Mining, LLC, and Patriot Ventures LLC will be
addressed by separate order.

As reported in the TCR on Oct. 3, 2013, Ogletree Deakins will
render, among others, these professional services:

   -- prepare, on behalf of the Debtors, all necessary and
appropriate motions, proposed orders, other pleadings, notices and
other documents in connection with certain labor and employment
matters, most notably negotiating the collective bargaining
agreement (the "Retained Matters");

   -- advise and assist the Debtors in connection with any
settlements concerning the Retained Matters; and

   -- perform all other necessary or appropriate legal services in
connection with the Retained Matters.

Ogletree Deakins was previously retained by the Debtors under the
order authorizing the debtors to employ ordinary course
professionals, nunc pro tunc to the Petition Date, entered by the
SDNY Bankruptcy Court on Aug. 2, 2012.  Under the OCP Order,
monthly fees for ordinary course professionals are capped at
$50,000.  If payments to an ordinary course professional will
exceed $500,000 over the course of the Chapter 11 cases, that
professional must file a separate retention application under
Section 327 of the Bankruptcy Code.

According to papers filed with the Court, Ogletree Deakins'
aggregate fees in the Chapter 11 cases exceeded the Aggregate Cap
during August 2013, roughly 13 months after the Petition Date.
Specifically, during July and August 2013, Ogletree Deakins was
involved in intensive negotiations of the collective bargaining
agreements as issue in the cases, which caused them to exceed the
Aggregate Cap slightly in August.  Since the negotiations
proceeded on an almost continuous basis, Ogletree Deakins was
unable to prepare this Application and to conduct the requisite
conflicts checks until the negotiations concluded.

Ogletree Deakins intends to (a) charge for its legal services in
connection with the Retained Matters on an hourly basis at rates
that reflect a substantial negotiated discount from the rates that
Ogletree Deakins customarily charges for work of this type and (b)
seek reimbursement of actual, necessary and documented out-of-
pocket expenses.  The Debtors believe that these rates are
reasonable.

Substantially all of Ogletree Deakins' services will be provided
by persons in the firm's Washington, D.C. office or by John R.
Woodrum, Esq., a shareholder in the law firm of Ogletree Deakins.

Hourly rates for Ogletree Deakins' professionals based in
Washington D.C., which are subject to adjustment from time to
time, presently are as follows:

             Shareholders and Counsel     $350 to $650
             Associates                   $250 to $365
             Legal Assistants             $165 to $175

To the best of the Debtors' knowledge, information and belief,
Ogletree Deakins represents no interest or holds any interest
adverse to the Debtors or their estates with respect to the
Retained Matters on which Ogletree Deakins is to be employed
consistent with Section 327(e) of the Bankruptcy Code.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint Chapter
11 Plan of Reorganization and an explanatory disclosure statement
on Oct. 9, 2013.


PATRIOT COAL: Wants to Assume Lease With Nations Fund I
-------------------------------------------------------
Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Missouri to enter an order:

     (1) authorizing the Debtors to assume Debtor Patriot Leasing
Company, LLC's Master Equipment Lease Agreement with Nations Fund
I, Inc.'s predecessor in interest, whereby the Debtors lease
certain equipment from Nations, and the Guaranty executed by
Debtor Patriot Coal Corporation of the obligations of Debtor
Patriot Leasing Company, LLC, under the Lease, and

     (2) approving the settlement of certain related claims of
Nations Fund I, Inc.

According to the Debtors, Nations timely filed two proofs of
claim, E.D. Mo. Claim Nos. 3639 and 3640; GCG Claim Nos. 3617 and
3616, against Patriot Leasing Company LLC and Patriot Coal
Corporation, respectively.  Each Proof of Claim asserts an
unsecured claim of $1,816,575.14, representing damages from the
Debtors' rejection of a lease of one piece of Equipment.

The Debtors and Nations have negotiated a settlement of Nations'
claims whereby the Debtors will assume the Agreements, allowing
them to retain the Equipment that is essential to their
operations, and to reduce amounts owed to Nations on the lease-
rejection claim.

Pursuant to 11 U.S.C. Section 365 and Fed. R. Bankr. P. 9019, the
parties request that the Court approve the following settlement of
Nations' rejection damages claims and the Debtors' assumption of
the Agreements:

     (a) The Debtors will assume the Agreements and all remaining
related lease schedules pursuant to 11 U.S.C. Section 365.

     (b) The Debtors and Nations agree that with the exception of
the unsecured claim, no additional cure amount is owed with
respect of the Agreements as of the date hereof, and, no such cure
payment will be made pursuant to 11 U.S.C. Section 365(b)(1)(A) in
connection with the assumption of the Agreements.

     (c) Each Proof of Claim will be deemed allowed and amended to
provide for an unsecured claim in the amount of $1,225,000.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint Chapter
11 Plan of Reorganization and an explanatory disclosure statement
on Oct. 9, 2013.


PATRIOT COAL: Wants to Assume Unexpired Coal Reserve Leases
-----------------------------------------------------------
Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Missouri to enter an order authorizing
the assumption of the Debtors' unexpired leases of nonresidential
property.

The Debtors relate that in connection with the conduct of their
businesses, the Debtors are lessees or sublessees under various
unexpired leases and subleases of nonresidential property leased
and subleased by Alpha Natural Resources, Inc., and certain of its
affiliates.

According to the Debtors, the Unexpired Leases primarily consist
of leases and subleases of coal reserves, but also relate to,
among other things, surface property and other rights related to
the mining of coal.

The motion is scheduled for hearing on Nov. 19, 2013, at
10:00 a.m.  Any response or objection to the Motion must be filed
by 4:00 p.m. on Nov. 12, 2013.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint Chapter
11 Plan of Reorganization and an explanatory disclosure statement
on Oct. 9, 2013.


PICCADILLY RESTAURANTS: Can Hire Monroe for Franchising Issues
--------------------------------------------------------------
Piccadilly Restaurants LLC and its debtor affiliates sought and
obtained permission from the U.S. Bankruptcy Court to employ and
compensate Monroe Moxness Berg PA, as of October 3, 2013, as an
ordinary course of business professional.

The Debtors tapped Monroe to assist them in investigating
potential franchising opportunities, which is a practice area in
which Monroe is uniquely qualified, says Elizabeth J. Futrell,
Esq., at Jones Walker LLP.  The legal work and expenses, however,
will not exceed $10,000, without the Debtors first seeking further
Court authority, after notice and hearing, she adds.

James A. Wahl, shareholder of the firm, attests that Monroe
Moxness is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                   About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A., represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Attorneys at
Jones, Walker. Waechter, Poitevent, Carrere & Denegre, LLP,
represent the Debtors in their restructuring efforts.  BMC Group,
Inc., serves as claims agent, noticing agent and balloting agent.
In its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

Jeffrey L. Cornish serves as the Debtors' consultant.
Postlethwaite & Netterville, PAC, serve as their independent
auditors, accountants and tax consultants.  GA Keen Realty
Advisors, LLC, serve as the Debtors' special real estate advisors
while FTI Consulting, Inc., as their financial consultants.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  The Committee sought
and obtained Court approval to employ Frederick L. Bunol, Esq.,
and Albert J. Derbes, IV, Esq., of Derbes Law Firm, LLC., as
attorneys.  Greenberg Traurig LLP also serves as counsel for the
Committee while Protiviti Inc. serves as financial advisor.


PITTSBURGH GLASS: S&P Lowers CCR to 'B' Due to Higher Leverage
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pittsburgh Glass Works LLC (PGW) to 'B' from 'B+'.  The
outlook is stable.  At the same time, S&P assigned its 'B' issue-
level rating and '4' recovery rating to the company's $360 million
senior secured notes.

S&P's ratings are based on its assessment of PGW's business and
financial risk profiles.  The "highly leveraged" financial risk
profile reflects S&P's assumption that, including the impact of
the refinancing, adjusted debt to EBITDA will be more than 4.0x at
the end of 2013 and 2014, higher than its previous expectations.
As of June 30, 2013, lease-adjusted total debt to EBITDA was about
6.1x.  "For the rating, we expect adjusted debt to EBITDA to stay
less than 6.0x and that the company is able to generate some
positive free operating cash flow annually," said credit analyst
Lawrence Orlowski.

The business risk profile is "weak," reflecting volatile demand in
the auto industry, stiff competition, and sales concentration in
North America, but also the company's important market position,
substantial aftermarket business, and profitable insurance and
services business.

PGW is the largest manufacturer and distributor of auto glass and
related products to original equipment manufacturers (OEMs) in
North America, and the second-largest manufacturer and distributor
of auto glass and related sundries for the North American
aftermarket.  Moreover, the company offers a profitable suite of
software and services that manage auto glass insurance claims and
inventory work flow for glass retailers.

S&P expects auto demand in North America to support revenue growth
at PGW's OEM division.  S&P currently expects sales to reach 15.6
million vehicles in 2013, up about 8% from last year, and to grow
further to 16.0 million units in 2014.  These projections assume
real GDP growth of 1.7% in 2013 and 2.8% in 2014.

The OEM division represents 64% of total revenue and provides
customized glass for more than 70 vehicle platforms using one
float facility and eight fabrication facilities.  Customer
diversity is fair, with the top five customers accounting for 48%
of revenue.  Although the company competes with several larger and
global rivals, S&P believes that as a former unit of PPG
Industries Inc. (PPG; BBB+/Stable/A-2), PGW continues to control
sophisticated auto glass technology and development capabilities,
enabling it to remain competitive.  Competitors are Asahi Glass
Co. Ltd., Pilkington Group Ltd., and Carlex (Central Glass Co.
Ltd.).

PGW also manufactures and distributes glass-related products for
the North American aftermarket.  PGW estimates the total wholesale
market at $2 billion, with windshields accounting for 65% of
sales.  The company reports that it has 117 branch locations that
can reach almost all of its customers in a day, and that its
routing system optimizes delivery costs.  This is important
because the fragmented customer base is made up of more than 7,000
installers.  Major competitors include Safelite Glass Corp.,
Pilkington Group Ltd., Mygrant Glass Co., and Guardian Glass Co.
Demand for replacement glass is less volatile than original
equipment demand and is determined by miles driven, consumer
spending on durable products, and real GDP.  The aftermarket glass
market provides a source of recurring revenue and helps
counterbalance the cycles in the OEM market.  Nevertheless, the
company has experienced stiff price competition from Chinese
imports in its aftermarket business. Furthermore, warmer weather
in 2012 decreased the normal replacement rate of windshields and
other aftermarket products.

The company also offers a suite of software and services to manage
auto glass insurance claims and retailer inventory and order
processing.  PGW reports that it has a leading position in both of
these markets.  This segment is more profitable than its core
glass market.  Furthermore, access to this market feeds
incremental business for PGW's aftermarket replacement division.
PGW's plants are operating at more than 90% capacity, as measured
by the company, and the company has invested in additional
capacity in the U.S. and Europe for already-secured business.  The
company has already been investing in manufacturing facilities in
Poland and the Southeast U.S.  The facility in Poland is ramping
production for key Daimler programs; moreover, the Elkin, N.C.
facility is now running one line.  S&P expects the ratio of
capital expenditures to sales to be about 5% in 2013 and 2014.

The company is about 60% owned by private-equity firm Kohlberg &
Co. and about 40% by PPG, which has two seats on the board of
directors.

Standard & Poor's rating outlook on Pittsburgh-based PGW is
stable.  This reflects S&P's view that the company's credit
measures will stay in line with its expectations for the current
rating, given its assumption of improving light-vehicle demand and
as the company's facilities in Poland and North Carolina begin to
generate meaningful revenue.  S&P expects PGW will generate some
positive free cash annually and that adjusted debt to EBITDA will
remain less than 6x on a sustained basis.

S&P could raise the rating if sales and profitability from better-
than-expected light-vehicle demand or strength in PGW's
aftermarket business decrease leverage to or less than 4x in 2014
and increase free operating cash flow as a percentage of debt to
the mid-single digits.  Nevertheless, S&P is unlikely to raise the
rating above 'B+' because the majority owner is a private-equity
firm and it assumes that some return of capital is inevitable,
perhaps by keeping leverage elevated.  The future of PPG's
ownership stake in PGW is also uncertain and could lead to a
leveraged repurchase of PPG's shares.

S&P could lower its rating if light-vehicle sales decline because
of weakening economic conditions or if earnings in the insurance
business drop significantly, prompting the company to use more
than $15 million in free operating cash flow annually.  S&P could
also lower the rating if EBITDA fails to track our expectations in
2014 and prevents leverage from staying less than 6x in 2014.
This could occur if the company's gross margins fall significantly
to less than 18% with flat or declining sales.


PLANT INSULATION: Asbestos Plan Has Fatal Flaw, 9th Cir. Says
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a reorganization plan for Plant Insulation Co.
addressing asbestos claims was rejected by the U.S. Court of
Appeals in San Francisco.

According to the report, the company's Chapter 11 reorganization
was approved in March 2012 when the bankruptcy judge in San
Francisco wrote an 83-page opinion overruling objections lodged
against the plan by insurance companies that didn't settle.

Plant filed for bankruptcy reorganization in May 2009 to resolve
asbestos personal-injury claims arising from products it stopped
selling and installing around 1972, the report related.  It was an
insulation contractor installing, servicing and removing
fireproofing and insulation materials.

Formerly known as Plant Asbestos Co. and Asbestos Co. of
California, Plant sold the business in late 2001 and since then
has been engaged only in managing asbestos liability.

Creating a trust to handle asbestos claims, the plan was
unanimously accepted by asbestos claimants while opposed by
insurance companies that didn't settle. The district court upheld
the bankruptcy judge and approved the plan.

In a 34-page opinion by Judge Diarmuid F. O'Scannlain, the U.S.
Court of Appeals for the Ninth Circuit found one fatal flaw in the
plan and set aside confirmation.

Section 524(g) of the Bankruptcy Code, dealing with asbestos
bankruptcies, requires that the trust created for asbestos victims
must control the reorganized company which in turn must continue
in business to provide a revenue stream for claims arising in the
future.

In the Plant case, the trust would control the post-bankruptcy
company only by exercising a warrant or foreclosing stock. Judge
O'Scannlain said the "contingencies" didn't comply with the
section. He said that "a mere right to purchase shares ordinarily
will not suffice."

Judge O'Scannlain said there was no compliance with Section 524(g)
because the plan didn't give control of the company to the trust,
"either after confirmation or at any point where control would
meaningfully benefit the trust."

The appeals court upheld other contentious aspects of the plan.
Among them, the circuit concluded that barring nonsettling
insurance companies from suing for contribution didn't violate the
statute given provisions in the plan to protect the nonsettling
insurers.

When Plant went into Chapter 11, it described the assets as
insurance policies and proceeds from settlements. There was no
debt aside from asbestos liabilities.

The appeal is Fireman's Fund Insurance Co. v. Plant Insulation
Co., 12-17466, U.S. Court of Appeals for the Ninth Circuit (San
Francisco).

San Francisco, California-based Plant Insulation Company
manufactured insulation products and services.  The Company filed
for Chapter 11 protection (Bankr. N.D. Calif. Case No. 09-31347)
on May 20, 2009.  Michaeline H. Correa, Esq., Peter J. Benvenutti,
Esq., and Tobias S. Keller, Esq., at Jones Day, represent the
Debtor in its restructuring effort.  The Debtor estimated assets
and debts ranging from $500 million to $1 billion.


PRM FAMILY: Court Withdraws Order Approving HG Capital Employment
-----------------------------------------------------------------
Bank of America, N.A., as Administrative Agent and a Lender under
the Amended and Restated Credit Agreement dated July 1, 2011,
asked the Bankruptcy Court to reconsider a prior order approving
the employment of HG Capital Partners as financial advisors to PRM
Family Holding Company, L.L.C., et al.

On July 3, 2013, the Court entered an order approving the
employment of HG Capital as financial advisor to the Debtors.  The
Order required HG Capital to file fee applications and seek court
approval prior to any payment by the Debtors.

Both parties consequently stipulated to the terms of the Order,
which fully resolves the motion.  Pursuant to the Order, the
Employment Application is withdrawn, provided, however, that the
agent reserves the right to object to any fee applications filed
by HG Capital, including, without limitations, the right to assert
any objection regarding the source of payment of any fees and
costs sought by HG Capital.

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
Sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PROFESSIONAL PAINT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Professional Paint and Coatings, Inc.
        13820 S. US Highway 71
        Grandview, MO 64030

Case No.: 13-22825

Chapter 11 Petition Date: October 28, 2013

Court: United States Bankruptcy Court
       District of Kansas (Kansas City)

Judge: Hon. Robert D. Berger

Debtor's Counsel: Joanne B. Stutz, Esq.
                  EVANS & MULLINIX PA
                  7225 Renner Road Ste 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700
                  Email: jbs@evans-mullinix.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bryan C. Roughton, president/CEO.

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


PROSEP INC: Obtains Creditor Protection; Asset Sale Approved
------------------------------------------------------------
ProSep Inc. on Oct. 29 disclosed that it has obtained creditor
protection pursuant to the Companies' Creditors Arrangement Act
(Canada).  At the same time, the Superior Court of Quebec
(Commercial Division) issued an order approving the previously
announced sale of substantially all assets of ProSep to a newly
incorporated subsidiary of Produced Water Absorbents, Inc., PWA
ProSep, Inc.

The Sale Transaction will be effected pursuant to an asset
purchase agreement dated October 23, 2013 between ProSep and the
Purchaser.  The Company will receive an aggregate consideration of
approximately $9,200,000 for the acquisition of substantially all
of its assets, subject to certain adjustments.  Closing of the
Sale Transaction is expected to occur on or about November 11,
2013 and in any event no later than November 22, 2013.  The Court
Approval and Vesting Order provides for the vesting in the
Purchaser of the rights, title and interest in ProSep's assets,
free and clear of all security interests (subject to certain
limited exceptions) upon closing of the Sale Transaction in
accordance with the terms and conditions of the Agreement.
Closing remains subject to the satisfaction of certain closing
conditions.

As a result of the sale, ProSep will no longer have any operating
assets or active business.  As announced by the Toronto Stock
Exchange on October 24, 2013, the shares of the Company are
currently suspended from trading and will remain halted until the
close of business on November 18, 2013, at which time they will be
delisted.

The CCAA proceedings will not affect the Company's day-to-day
operations.  ProSep's subsidiaries are not subject to the CCAA
proceedings.  ProSep's subsidiaries have access to the funding
necessary to maintain operations and the business will continue
without disruption during this period.  ProSep's subsidiaries will
continue to fulfill their obligations to their customers and
suppliers.

                            About PWA

Produced Water Absorbents, Inc. (PWA) -- http://www.pwasystems.com
-- is a technology company which provides waste treatment
solutions and services to the oil and gas industry.  It was
founded in 2011 when venture capital funding was secured from
Energy Ventures of Norway and Harris and Harris Group, Inc. from
the USA.  The foundation of the offering is a patented,
regenerable and game-changing technology called Osorb(R) Media.
Osorb adsorbs free, dispersed and soluble hydrocarbons from
produced water and other waste water streams to meet or exceed
environmental discharge requirements.  Osorb also removes C4 and
heavier hydrocarbons from gas streams to improve the value of
sales gas (hydrocarbon dew point reduction), improve burner
efficiency (including flares), and to control other environmental
gaseous emissions.

                           About ProSep

ProSep -- http://www.prosep.com-- is a technology-focused process
solutions provider to the upstream oil and gas industry.  ProSep
designs, develops, manufactures and commercializes technologies to
separate oil, water and gas generated by oil and gas production.


QUANTUM FUEL: Douglas Trust, et al., to Sell 8MM Common Shares
--------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., registered with
the U.S. Securities and Exchange Commission 8,490,133 shares of
our common stock, $0.02 par value, of which (i) 4,617,187 are
issuable upon the potential conversion of $11 million in principal
due under senior secured convertible promissory notes issued in a
private placement transaction the Company completed on Sept. 18,
2013, (ii) 461,711 may be issued in payment of accrued interest
due under the convertible notes that the Compay, at its option,
may elect to pay in shares of common stock in lieu of cash, and
(iii) 3,411,235 are issuable upon the potential exercise of
warrants that were issued in connection with the Sept. 18, 2013,
private placement.

The shares will be sold by Douglas Irrevocable Descendant's Trust,
K&M Douglas Trust u/a dtd 3/23/06, Kevin P. Harris, et al.

The Company is not selling any shares of common stock in this
offering and, therefore, will not receive any proceeds from this
offering.  If any of the warrants are exercised (excluding
warrants exercised on a cashless basis, if applicable), the
Company will receive the exercise price of the warrants.  The
Company will bear all of the expenses and fees incurred in
registering the shares offered by this prospectus.

The Company's common stock is quoted on The Nasdaq Capital Market
under the symbol "QTWW."  The last reported sale price of our
common stock on October 24, was $6.10 per share.

A copy of the Form S-3 prospectus is available for free at:

                        http://is.gd/kDz5VS

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $58.40 million in total assets,
$49.77 million in total liabilities and $8.62 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


QUANTUM FUEL: Seamans Capital Held 6.5% Stake at Oct. 24
--------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Seamans Capital Management, LLC, disclosed
that as of Oct. 24, 2013, it beneficially owned 1,044,000 shares
of common stock of Quantum Fuel Systems Technologies, Inc.,
representing 6.5 percent of the shares outstanding.  A copy of the
regulatory filing is available for free at http://is.gd/VZZpx8

                        About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $58.40 million in total assets,
$49.77 million in total liabilities and $8.62 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


QUIGLEY CO: Schulte Scores $21MM Payday for Bankruptcy Work
-----------------------------------------------------------
Law360 reported that Schulte Roth & Zabel LLP on Oct. 25 received
court approval for the $21 million in fees it sought for its work
on Pfizer Inc. unit Quigley Co.'s nine-year bankruptcy proceeding.

According to the report, U.S. Bankruptcy Judge Stuart M. Bernstein
overruled the U.S. Trustee's objections to the final fee
application, saying the firm adequately made its case for
substantial compensation for its services rendered during the
bankruptcy.  U.S. Trustee Tracy Hope Davis had contended that the
attorneys spent an unreasonable amount of time on amending and
redrafting Quigley's reorganization plan, the report related.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestos claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.
The district court ruling was upheld in the appeals court.

In August 2013, the U.S. District Court reaffirmed the June 28,
2013 U.S. Bankruptcy Court order confirming Quigley's Chapter 11
Plan of Reorganization.  Because this proceeding involved
asbestos-related litigation, both Bankruptcy and District Court
approval was required.


REGIONALCARE HOSPITAL: Demoted to Caa1 Rating
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that RegionalCare Hospital Partners Inc., an operator of
eight for-profit hospitals in seven states, was downgraded to a
Caa1 corporate rating in view of "lower than anticipated operating
results at two of the company's facilities."

The one-level downgrade from Moody's Investors Service was issued
on Oct. 25.

For the Brentwood, Tennessee-based company, revenue for a year
ended in June was $583 million, Moody's said.

RegionalCare Hospital Partners, Inc. operates eight hospital
facilities in seven states and recognized revenue, after the
provision for doubtful accounts, of approximately $583 million for
the twelve months ended June 30, 2013.


RESIDENTIAL CAPITAL: Asks Court to Approve NCUAB Settlement
-----------------------------------------------------------
BankruptcyData reported that Residential Capital filed with the
U.S. Bankruptcy Court a motion for approval of a settlement
agreement between the Debtors and the National Credit Union
Administration Board (NCUAB) as liquidating agent for Western
Corporate Federal Credit Union and U.S. Central Federal Credit
Union.

The motion explains, "The Debtors seek Court approval of a
settlement resolving hundreds of millions of dollars of claims
related to the Debtors' residential mortgage-backed securities
('RMBS'). At the initial hearing on the Debtors' objection to the
NCUAB's claims, the Court encouraged the parties to resolve the
claims through a settlement. After extensive, arm's-length
negotiations and with the Creditors' Committee's substantial
assistance and involvement, the Debtors and the NCUAB have reached
a settlement that the Debtors believe is reasonable. This
Settlement Agreement resolves over $290 million in claims the
NCUAB has asserted against the Debtors in these Chapter 11 cases
for an allowed claim in the amount of $78 million. Absent a
settlement, litigating these claims would undoubtedly have
required the Debtors to engage in costly, burdensome, and
ultimately uncertain litigation for months or even years."

The motion continues, "Under the Settlement Agreement the NCUAB
agreed to release: (a) all claims that were or could have been
asserted in the NCUAB Actions or the NCUAB Claims against the
Debtors or their non-debtor affiliates; (b) all of the Credit
Unions purported claims against AFI and Ally Securities; and (c)
all claims that were or could have been asserted against the
Debtors or their non-debtor affiliates in the Southwest Action. In
exchange, the NCUAB will receive allowed general unsecured claims
in the aggregate amount of $78 million in full and final
satisfaction of any and claims that have been or could have been
asserted by the NCUAB or the Credit Unions in these cases."

The Court Scheduled a November 19, 2013 hearing on the settlement
agreement.

                     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).


ROC FINANCE: Moody's Cuts CFR to Caa1 & Term Loans Ratings to B2
----------------------------------------------------------------
Moody's Investors Service downgraded ROC Finance LLC's Corporate
Family Rating to Caa1 from B3, and its Probability of Default
Rating to Caa1-PD from B3-PD. Moody's also downgraded the company
first lien revolver and term loans to B2, and affirmed the Caa2
rating on the company's second lien notes. The rating outlook is
negative.

Ratings Rationale:

The downgrade reflects lower than expected gross gaming revenues
relative to Moody's expectations at the company's casinos located
in Cincinnati and Cleveland, Ohio as reported by the Ohio Casino
Control Commission ("OCCC") through September 2013. In addition,
the OCCC report shows the rise in promotional spending by ROC that
began around May has not generated a subsequent uptick in monthly
gaming revenues. As a result, Moody's anticipates 2013 EBITDA will
come in well below Moody's estimates resulting in debt to EBITDA
to be higher than anticipated in 2013. Moody's estimates ROC's
cash balances and cash flow will be sufficient to cover interest,
capital spending, the annual $10 million gaming license fee, and
mandatory debt amortization in 2014.

The negative outlook reflects Moody's concerns that ROC may need
to seek amendments to its covenants in light of weaker than
expected operating results. Additionally, consumers continue to
remain cautious about spending on gaming, and new competition near
Horseshoe Cleveland could hamper a ramp-up in earnings in 2014 and
cause liquidity to deteriorate. Nevertheless, Moody's does expect
a modest improvement in debt/EBITDA in 2014 due to mandatory
amortization (about $25 million).

ROC's Caa1 CFR reflects the need to improve operating results in
the crowded Cleveland and Cincinnati gaming markets. Over the
intermediate term, Moody's believes the population density and
favorable demographics of the Ohio regional markets will support
improved profitability for ROC.

The ratings could be lowered if gaming revenues in Ohio experience
a sustained decline, if operating margins drop or if the company's
liquidity outlook deteriorates. The rating outlook would revert to
stable if gaming revenues and margins show a sustained
improvement, if possible covenant violations are addressed and if
liquidity improves. Ratings could be upgraded when debt/EBITDA
declines toward 6.5 times and the company's liquidity position
improves.

Ratings downgraded:

Corporate Family Rating to Caa1 from B3

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

$535 million first lien senior secured term loan to B2 (LGD 2,
29%) from B1 (LGD 2, 29%)

$35 million first lien senior secured revolver to B2 (LGD 2, 29%)
from B1 (LGD 2, 29%)

Ratings affirmed and assessments updated:

$380 million 12.125% second lien notes due 2018 at Caa2 (LGD 5,
81%) from (LGD 5, 82%)

ROC is indirectly owned by Rock Ohio Caesars LLC. Rock Ohio
Caesars LLC is a joint venture between Caesars Entertainment
Corporation and Rock Ohio Ventures LLC. The principal investor in
Rock Ohio Ventures LLC is Dan Gilbert, chairman and founder of
Quicken Loans and majority owner of the Cleveland Cavaliers NBA
franchise. Through various subsidiaries, ROC owns/operates
Horseshoe Casino Cleveland (opened in May 2012), Horseshoe Casino
Cincinnati (opened in March 2013), and Thistledown, a VLT- only
racino just outside of Cleveland (opened April 2013).


RURAL/METRO CORP: Disclosure Statement Hearing Moved to Nov. 5
--------------------------------------------------------------
Rural/Metro Corporation, et al., informed the U.S. Bankruptcy
Court for the District of Delaware that they now intend to present
the Disclosure Statement, and any changes or modifications
thereto, for approval at a hearing before the Honorable Kevin J.
Carey on Nov. 5, 2013, at 11:00 a.m.

The Disclosure Statement was originally scheduled to be presented
to the Bankruptcy Court for approval on Oct. 24, 2013.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rural/Metro, the official creditors' committee and an
ad hoc group of senior noteholders have agreed on a protocol for
limited investigations leading up to approval of the
reorganization plan.

According to the Bloomberg report, the committee earlier this
month said the major parties had an agreement in principle on a
"consensual restructuring" and hoped a revised plan could have
been filed last week just before a scheduled Oct. 24 hearing for
approval of plan-disclosure materials.

Bloomberg also said the bankruptcy court in Delaware authorized
investigations, in particular regarding claims against non-
bankrupt third parties that would be waived by the plan.

The bankruptcy court previously approved the so-called plan-
support agreement. The original plan calls for unsecured
noteholders with $312.2 million in claims to acquire all of the
preferred stock and 70 percent of the common stock in return for a
$135 million equity contribution through a rights offering.

The $135 million equity contribution would give Noteholders new
preferred stock with a 15 percent dividend. The purchasing
noteholders would also receive warrants exercisable at a nominal
price to acquire 70 percent of the common equity.

Unsecured creditors will have a pro rata share of the new common
stock along with noteholders.

The rights offering would enable a $50 million paydown of the
$427.3 million in secured debt.

The support agreement requires approval of the disclosure
statement by Nov. 18 and approval of the plan in a confirmation
order by Dec. 20.

On Oct. 25, buyers were offering to purchase the $200 million in
10.125 percent senior unsecured notes for 57.375 cents on the
dollar according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. The offering price for
the $108 million in unsecured notes was the same.

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  Debt
includes $318.5 million on a secured term loan and $109 million on
a revolving credit with Credit Suisse AG serving as agent. There
is $312.2 million owing on two issues of 10.125 percent senior
unsecured notes.

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

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

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

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

The Debtors have filed a reorganization plan largely worked out
before the Chapter 11 filing in early August.  Existing
shareholders receive nothing in the plan.


RURAL/METRO CORP: Class Representatives Object to Plan
------------------------------------------------------
Joshua Kahane and William Gonzales, the Class Representatives in
the class action entitled Bowers Companies Wage and Hour Case,
Judicial Council Coordination Proceeding No. 4620, Superior Court
of California, County of Orange, Case No. 30-2009-00241881, and
Superior Court of California County of Los Angeles, Case No.
BC430069 ("Class Action"), submitted a limited objection to the
Joint Chapter 11 Plan of Rural/Metro Corporation, et al.

The Class Representatives explain: "The Disclosure Statement fails
to provide adequate information to parties in interest, fails to
provide members of the Class with adequate notice, unfairly limits
the ability of Class members to participate in the Debtors'
bankruptcy cases, and fails to separately classify or otherwise
address Class member's priority wage claims.

"The Disclosure Statement does not mention the Class Claim or its
potential impact on creditors.  Although the Class Claim is
currently unliquidated and may be opposed by the Debtors, ignoring
the claim is inappropriate.  Unsecured creditors and other parties
in interest should be informed about the Class Claim and that
allowance of the Class Claim could dilute (perhaps significantly)
the recovery to other allowed Class 5 creditors.  The Class
nembers could be the largest holder of shares in the reorganized
debtor (assuming the debtors get to that point) other than shares
reserved under the plan for note holders.  The Class
Representatives could be the primary beneficiary of cash
distributions under the proposed treatment of Class 5 creditors,
although the Disclosure Statement provides little information
about likely amounts or sources of recovery for creditors who do
not elect shares.

"The Class Representatives oppose the language in the Debtors'
proposed order approving the Disclosure Statement.  The Debtors
propose that creditors whose claims are contingent/unliquidated be
counted for voting purposes at $1.  If the Class Representatives
cannot resolve this issue with the Debtors, the Class
Representatives may file a motion for allowance of the Class Claim
for voting purposes.  Although the Debtors need some convenient
administrative tool for addressing unliquidated claims, the
unfairness of the Debtors' proposed treatment is manifest given
that a potential $40 million claim would only count for voting as
if it were $1.

"Approval of the Disclosure Statement should be delayed until
meaningful notice has been provided to parties in interest.

"The Class Representatives estimate that there are still
substantial sums due which are entitled to priority treatment.
The Disclosure Statement makes no provision for treatment of such
claims under the Plan.

As reported in the TCR on Oct. 21, 2013, Argonaut Insurance filed
with the U.S. Bankruptcy court an objection to Rural/Metro's
Disclosure Statement.

Argonaut Insurance asserts, "On or about May 11, 2011, Rural/Metro
Corporation executed a General Indemnity Agreement.  Pursuant to
the Indemnity Agreement, Rural/Metro agreed, inter alia, to pay
all premiums due for surety bonds Argonaut issued on behalf of the
Rural/Metro and to indemnify, hold harmless and exonerate Argonaut
from and against all loss and expense, including attorney fees,
incurred by Argonaut as a result of having executed surety bonds
on behalf of Rural/Metro, as well in enforcing Argonaut's rights
under the Indemnity Agreement.  Argonaut is currently holding a
letter of credit in the face amount of $537,025 as collateral for
the performance of Rural/Metro's obligations under the Indemnity
Agreement. . . . Argonaut does not seek, at this time, to cancel
its Bonds.  However, Argonaut is concerned that the proposed
Disclosure Statement and Plan of Reorganization are entirely
silent as to Argonaut's rights as surety under the Bonds. . . .
Neither the Disclosure Statement nor the Plan, however, address
whether (a) the Bonds relating to the Bonded Contracts will also
be assumed, or (b) the Indemnity Agreement will be assumed by the
Reorganized Debtors.  Accordingly, Argonaut seeks confirmation as
whether the Debtors and Reorganized Debtors intend to assume all
of the Bonded Contracts."

As reported in the Troubled Company Reporter on Oct. 7, 2013, the
Debtors launched the final phase of their restructuring, seeking
court approval to start the balloting on a Chapter 11 plan
designed to cut its $750 million load of long-term debt down to
$375 million.  According to the Disclosure Statement, the
consenting lenders holding in excess of 51% of the Debtors'
secured debt and the consenting noteholders holding in excess of
66.66% of the Debtors' unsecured notes support the confirmation of
the Plan.

The overall purpose of the Plan is to provide for the
restructuring of the Debtors' liabilities in a manner designed to
maximize recovery to stakeholders and to enhance the financial
viability of the Reorganized Debtors.  Generally, the Plan
provides for a consensual balance sheet restructuring that will
reduce the Debtors' funded indebtedness by approximately 50% and
cut interest payments nearly in half.  Specifically, the
restructuring transactions contemplated in the Plan will
substantially de-lever debt obligations by (i) partially paying
down the prepetition senior secured facility by $50,000,000 and
(ii) converting Noteholder Claims and Other Unsecured Claims (to
the extent holders of Other Unsecured Claims elect to receive New
Common Stock in lieu of Cash) into 100% of the common stock of
Reorganized RMC subject to dilution.

The Debtors' prepetition equity holders' interests will be
canceled, and upon emergence, all of Reorganized RMC's New Common
Stock will be owned by the holders of Noteholder Claims (including
those participating in the Rights Offering) and the holders of the
Other Unsecured Claims (to the extent such holders of Other
Unsecured Claims elect to receive New Common Stock in lieu of
Cash).  Creditors holding Other Secured Claims will receive cash,
their collateral, or retain their liens, as applicable, in
satisfaction of their Claims.

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

                      About Rural/Metro Corp

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

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

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

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

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

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


SCHOOL SPECIALTY: 20% Make-Whole Settlement Reached
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the School Specialty Inc. creditors' committee
succeeded in negotiating a 20 percent settlement under which the
company recovered $5.4 million on a so-called make-whole premium
that the bankruptcy court had found to be a valid debt.

According to the report, U.S. Bankruptcy Judge Kevin J. Carey
ruled in April in favor of Bayside Financial LLC and found the
lender was entitled to a $23.7 million make-whole premium because
there had been a default on the debt. The committee unsuccessfully
argued the premium was invalid as being "grossly disproportionate"
to the damage Bayside incurred.

Judge Carey signed a confirmation order in May approving
Greenville, Wisconsin-based School Specialty's reorganization
plan, which was implemented in June, the report related.

The judge last week approved a settlement of the committee's make-
whole appeal. To end the dispute, Bayside agreed to repay about
$5.4 million from the $26.4 million it was paid in connection with
implementation of the plan.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.  School Specialty's Second
Amended Plan of Reorganization became effective, and the Company
emerged from Chapter 11 protection in June 2013.  The plan gave
87.5 percent of the reorganized company's stock to lenders who
provided $155 million in replacement financing, for a predicted
full recovery.  Noteholders owed $170.7 million took the other
12.5 percent of the stock, for an estimated 6 percent recovery.


SEARS HOLDINGS: Mulls Spinning Off Lands' End Brand
---------------------------------------------------
Suzanne Kapner, writing for The Wall Street Journal, reported that
Sears Holdings Corp. is considering parting ways with its Lands'
End brand, as losses deepened amid poor performance at its core
Sears and Kmart chains.

According to the report, the move to separate out what is one of
the company's few crown jewels underscores the pressure the
company is under as efforts to turn around its main chains falter.

In addition to the move with Lands' End, Sears said it would
consider strategic alternatives for its line of auto centers, the
report related.  Sears also plans to close more stores and is
selling some store leases in Canada.

Lands' End got its start in 1963 outfitting racing sailors and was
bought by Sears in 2002 for $1.9 billion, the report said.  Today,
it's known for its iconic canvas bags and affordable apparel. It
sells its merchandise through catalogues, its website and 300
Lands' End shops in Sears stores, competing with rivals like L.L.
Bean.

Sears suggested it would somehow spin the unit off to Sears
shareholders rather than sell it outright, the report further
related.  "We believe that Lands' End is an iconic brand with the
potential to become a more global brand," the company said.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

The Company's balance sheet at Aug. 3, 2013, showed $19.27 billion
in total assets, $16.45 billion in total liabilities and $2.82
billion in total equity.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SENECA GAMING: S&P Revises Outlook to Stable & Affirms 'BB' ICR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Niagara Falls, N.Y.-based Seneca Gaming Corp. (SGC) to stable from
negative.  At the same time, S&P affirmed all of its ratings on
SGC, including its 'BB' issuer credit rating.

The outlook revision reflects S&P's assessment that the resolution
of a compact dispute between the Seneca Nation of Indians (the
Nation) and the State of New York as well as greater clarity
surrounding the locations of potential future regional competition
in New York (if approved by voters in November 2013) substantially
reduces competitive and financial uncertainties for SGC.  The
compact dispute resolution resulted in the confirmation of the
Nation's exclusivity zone in western New York.  S&P believes this
is a key competitive advantage that supports its "fair" business
risk assessment, and S&P thinks it helps solidify the Seneca's
market position in western New York.

Although New York state may allow up to four additional casinos in
the state, S&P do not believe Seneca's market position will be
meaningfully impaired because the exclusivity provisions in the
compact limit the locations available for these new casinos, and
S&P believes the locations under consideration would not
meaningfully hurt Seneca's ability to attract customers from its
primary markets.  In addition, the compact resolution resulted in
clarity surrounding payments to the state, which will not be
greater than what the Nation placed in an escrow account, and will
in fact result in a rebate to the Nation of a portion of these
fees.  The outlook revision also reflects S&P's belief that,
notwithstanding additional competition in SGC's markets over the
coming quarters, it expects leverage to remain about 3x and for
FFO to debt to remain about 30% over the next few years.

In July 2013, the Nation and the state entered into a memorandum
of understanding that provided for the continued and enhanced
enforcement by the state of the Nation's existing exclusivity
zone, and provided for an allocation of the approximately
$559 million in exclusivity payments that were being held in an
escrow account.  Under the Nation's compact with the state, the
Nation must pay 25% of net coin-in from the slots machines at SGC.
During the period between December 2011 and July 2013, the Nation
withheld payments to the state and set them aside in an escrow
account.  Under the allocation plan, the Nation retained
$209.8 million, with the remainder going to local municipalities
and the state.

S&P's 'BB' issuer credit rating reflects its assessment of SGC's
business risk profile as "fair", and its assessment of its
financial risk profile as "significant".  Based on its likely
sources and uses of cash over the next 12 to 18 months, SGC has an
"adequate" liquidity profile, according to its criteria.

The stable outlook reflects S&P's expectation that,
notwithstanding additional competition in SGC's markets over the
next several quarters, leverage will remain about 3x and FFO/debt
will remain about 30%.

S&P could consider a higher rating if it believes that leverage
would be sustained under 3x over the long-run.  However, any
potential rating upside would likely be contingent upon a more
extensive relationship between Standard & Poor's and the Seneca
Nation that would lead to a greater understanding of the Nation's
financial policy, and how that might impact SGC's financial risk
profile.

S&P believes a lower rating is unlikely given its expectation that
relatively stable operating performance combined with term loan
amortization will lead to gradual deleveraging even in the face of
incremental competition.  S&P could consider a lower rating if it
believes leverage would be sustained above 4x, as a result of a
more aggressive financial policy or if EBITDA performance is
meaningfully weaker than it currently expects, which would likely
be the result of a combination of another economic downturn and
new competition having a greater impact on SGS's properties than
it currently expects.


SHALE-INLAND: S&P Lowers CCR to 'B-'; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Houston-based Shale-Inland Holdings LLC to 'B-'
from 'B'.  The outlook is stable.  S&P also affirmed its 'B-'
issue-level rating on the company's outstanding senior secured
notes.  At the same time, S&P revised the recovery rating on the
notes to '4' from '5', indicating its expectation of average
recovery (30%-50%) in the event of a payment default.

"The stable outlook reflects our expectation that despite the
challenging market environment, the company's liquidity will be
adequate to support the 'B-' corporate credit rating during the
next 12 months," said Standard & Poor's credit analyst Chiza
Vitta.

A near-term recovery in the company's operating environment
remains uncertain, but integration and capital spending costs that
weighed on cash flow last year are lower.  The company has also
had some success with working capital management, generating
$12 million so far this year, compared with using approximately
twice that amount during the previous fiscal year.

S&P could lower its ratings for Shale-Inland if liquidity falls to
a level it views as "less than adequate".  This could happen if
operating conditions deteriorate further, particularly if capital
spending requirements exceed current estimates.

S&P could raise its ratings on Shale-Inland if the company's
credit measures improve such that funds from operations to debt is
more than 12% and it expects leverage to be maintained at less
than 5x.  This could be the result of an uptick in economic
growth, including in the petrochemical and refining end markets,
as well as stable or rising nickel prices.


SOUNDVIEW ELITE: Hires Patterson Belknap as Special Counsel
-----------------------------------------------------------
Soundview Elite, Ltd. and its debtor-affiliates seek permission
from the Hon. Robert E. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York to employ Patterson Belknap Webb
& Tyler LLP as special counsel, nunc pro tunc to Sept. 24, 2013.

The Debtors require Patterson Belknap to:

   (a) assist and advise the Debtors and the Debtors' proposed
       counsel, Porzio, relative to the resolution of an
       Interpleader Action;

   (b) prosecute the Midanek Action before the United States
       District Court for the District of New Jersey;

   (c) prosecute the Muho Action before the United States District
       Court for the Southern District of New York (Judge Torres)
       seeking return of some $2 million of the Debtor's and an
       affiliate's funds converted by the Debtor's former officer
       Gerti Muho, to his own use;

   (d) continue working with law enforcement agencies to obtain
       restitution from Gerti Muho; and

   (e) assist the Debtor's general bankruptcy counsel, Porzio,
       with such other and further litigation matters,
       particularly plaintiffs litigation matters, as the
       same may arise.

The customary hourly billing rates for professionals and
paraprofessionals of Patterson Belknap are as follows:

       Peter Harvey                  $875
       Legal Assistants              $85-$310
       Attorneys & Legal Assistants  $315-$1,095

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

Patterson Belknap has not received any post-petition retainer from
the Debtors, however, Patterson Belknap holds a retainer from its
prepetition engagement in the amount of $130,000.  Upon
information and belief, this pre-petition retainer was paid in
part by these Debtors and in part by the related entities which
are co-plaintiffs and co-defendants in the Three Actions.

Given the identity of interest of non-debtor entities and the
Debtor, in both the Muho action and the Midanek action, and the
identical and indistinguishable nature of the work performed for
each, Peter Harvey, partner of Patterson Belknap, believe and
suggest, subject to Court approval in connection with the
retention application, that it would be fair and appropriate for
the firm to allocate 50% of its work time on these matters from
the Petition Date forward to the Debtors and 50% of its work time
to the non-Debtors.

Pursuant to instructions received from counsel to the Debtors,
Patterson Belknap has opened a separate matter for these Debtors
which will be charged 50% of Patterson Belknap's time on these
matters, going forward. Similarly, Patterson Belknap has allocated
the unused portion of its pre-petition retainer of $130,000 50% to
the Debtors, and 50% to the non-Debtors.

Mr. Harvey 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 New York will hold a
hearing on the employment application on Nov. 6, 2013, at 9:45
a.m.  Objections, if any, are due Oct. 30, 2013, at 4:00 p.m.

Patterson Belknap can be reached at:

       Peter Harvey, Esq.
       PATTERSON BELKNAP WEBB & TYLER LLP
       1133 Avenue of the Americas
       New York, NY 10036
       Tel: (212) 336-2810
       Fax: (212) 336-1217
       E-mail: pcharvey@pbwt.com

Soundview Elite Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-13098) on Sept. 24, 2013.  The petition was signed by
Floyd Saunders as corporate secretary.  The Debtor estimated
assets and debts of at least $10 million.  Porzio, Bromberg &
Newman, PC, serves as the Debtor's counsel.  Judge Robert E.
Gerber presides over the case.


SPIRIT REALTY: S&P Raises CCR to 'BB-'& Removes from CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Spirit Realty Capital Inc. (Spirit) to 'BB-' from 'B'.
At the same, S&P removed the rating from CreditWatch, where it
placed it with positive implications on Jan. 28, 2013, following
announcement of the CCPT II merger plan.  The outlook is stable.

"The upgrade reflects improvements in Spirit's business and
financial risk profiles, which we view as 'fair' and 'aggressive,'
respectively," said Standard & Poor's credit analyst James Sung.
S&P's assessment of a "fair" business risk profile acknowledges
that Spirit, via its CCPT II merger, has enhanced its size and
scale, as well as its tenant credit quality and diversification.
In addition, Spirit has improved its potential operating
efficiency and profitability, with a G&A ratio (general and
administration costs to revenues) that should stabilize at a lower
level versus historical.  However; despite these improvements, the
company's overall exposure to speculative-grade and non-rated
tenants remains relatively high and represents an ongoing key
credit risk.

Spirit, a triple-net lease REIT that primarily focuses on single-
tenant "operationally essential" real estate in the retail and
restaurant sectors, nearly doubled its real estate holdings with
its CCPT II merger.  Spirit's size and scale are now very
comparable to other competitors such as Realty Income Corp. and
National Retail Properties Inc.  Subsequent to Spirit's CCPT II
merger, on July 17, 2013, Spirit's total owned or financed gross
real estate holdings were worth approximately $6.5 billion, and
consisted of 2,083 properties spread across 49 states.  In S&P's
view, Spirit's larger size and scale will allow it to better
compete for a broader range of real estate assets prospectively
which will continue to strengthen its business risk profile long
term.  Tenant credit quality and concentrations have improved
postmerger.  Investment-grade (and implied investment-grade)
tenants now make up 49% of its revenues (pro forma as of June 30,
2013), which is a significant improvement versus only 28% in
Sept. 2012.  In addition, Spirit's top 10 tenants now make up 37%
of its revenues of its revenues (pro forma as of June 30, 2013),
which is also a significant improvement versus with 52% in
Sept. 2012.

"Our stable outlook reflects our base-case expectation that Spirit
is well positioned to maintain its improved business and financial
trends over the next 12 months.  We expect that Spirit will be
able to generate modest 1.0% to 1.5% same-store rent growth based
on stable occupancy, high retention (80% historically), and built-
in rent escalations.  In addition, we expect Spirit to ramp up
acquisitions, particularly in 2014, as it moves past any remaining
back-office integration of its CCPT II merger.  Rent revenue
growth, coupled with improving G&A (about 7.3% or slightly
better), should result in positive net operating income growth,
which will, in turn, support cash flow and capital structure
credit metrics consistent with an aggressive financial risk
profile," S&P said.

Although unlikely at this time, S&P would consider a downgrade if
Spirit's liquidity becomes constrained or if leverage and debt
coverage metrics deteriorate, perhaps due to tenant challenges.
For example, S&P could lower the rating if debt to EBITDA were to
deteriorate substantially or fixed-charge coverage were to
decrease to 1.3x or lower.  Conversely, rating upside also remains
limited at this time, given the company's need, in S&P's view, to
fully digest the recent, sizable acquisition.  However, S&P would
consider a higher rating over the long term (beyond 12 months) if
Spirit is successful in profitably growing its business and
reducing its Shopko tenant concentration.  In addition, credit
metrics supportive of an improved "significant" financial risk
profile would also support an upgrade (e.g., consistently
sustained debt to EBITDA of 7.5x or better, fixed-charge coverage
of greater than 1.8x, and total dividend coverage more comfortably
in excess of 1x).


ST. JOSEPH'S HOSP.: S&P Puts BB+ Bond Rating on CreditWatch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' rating on
Onondaga Civic Development Corp., N.Y.'s revenue bonds, issued for
St. Joseph's Hospital & Health Center (SJHHC), on CreditWatch with
negative implications.

The CreditWatch placement reflects Standard & Poor's understanding
that SJHHC has announced plans to possibly issue up to $70 million
of additional debt to pay for the installation of a new technology
system and cogeneration plant.

Due to SJHHC's already weak financial profile, highlighted by its
very limited liquidity, weak operating margins, and very low debt
service coverage, Standard & Poor's believes that the hospital has
very limited debt capacity and that any additional debt will
likely place a considerable amount of pressure on financial
metrics and the bond rating.

"When we reviewed the bond rating in September 2013, we understood
the hospital was working on a member substitution transaction with
CHE/Trinity," said Standard & Poor's credit analyst Margaret
McNamara.  "We have recently learned that the hospital is no
longer pursing the member substitution transaction with
CHE/Trinity and that it is currently negotiating an affiliation
agreement with CHE/Trinity.  S&P, however, do not currently know
if that transaction will be consummated or what effect it will
have on the rating.  We will follow up with management to
determine what effect the affiliation agreement will have, if any,
on the rating within the next 90 days."


STROMER MEDICAL: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Stromer/Southwest Medical & Orthopedics, LLC
        9420 E. Doubletree Ranch Rd., Ste. C-104
        Scottsdale, AZ 85258

Case No.: 13-18727

Chapter 11 Petition Date: October 28, 2013

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

Judge: Hon. George B. Nielsen Jr.

Debtor's Counsel: Allan D. Newdelman, Esq.
                  ALLAN D NEWDELMAN PC
                  80 E. Columbus Ave.
                  Phoenix, AZ 85012
                  Tel: 602-264-4550
                  Fax: 602-277-0144
                  Email: anewdelman@qwestoffice.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dr. Merrill B. Stromer,
president/owner.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/azb13-18727.pdf


SURTRONICS INC: Court Sets December 19 Hearing to Approve Plan
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina entered on Oct. 10, 2013, an order conditionally
approving the disclosure statement filed by Surtronics, Inc., in
support of the Debtor's Chapter 11 Plan of Reorganization, dated
as of Oct. 8, 2013.

The Bankruptcy Court fixed Dec. 12, 2013, as the last day for
filing and serving written objections to the disclosure statement.
If no objections or requests to modify the disclosure statement
are filed on or before that date, the conditional approval of the
disclosure statement will become final.  Any objections to or
requests to modify the disclosure statement will be considered at
the confirmation hearing scheduled for Dec. 19, 2013.

Dec. 12, 2013, is fixed as the last day for filing written
acceptances or rejections of the plan.  The ballot should be
completed and filed with the plan proponent on or before that
date.

Dec, 12, 2103, is fixed as the last day for filing and serving
written objections to confirmation of the plan.

The plan proponent must prepare and file a summary report on the
votes, with a copy of each ballot attached, with the court at or
before the hearing on the plan on Dec. 19, 2013.

The Plan

The Reorganized Debtor will continue to operate its business and
will fund all distributions under the Plan from such operations.
The Reorganization will also pursue resolution of its fire loss
insurance claim and its environmental clean-up contribution claims
against liable parties.  If amicable arrangements are not reached,
the Debtor or Reorganized Debtor will pursue litigation remedies
to resolve such claims.

The Class 3 Secured Claim of the Secured Lender will be paid in
full from the Reorganized Debtor's operations in accord with the
terms and provisions of the pre-petition Promissory Note and
Security Agreement executed in favor of First Citizens Bank.  This
Class is Unimpaired.

Unsecured Claims of Insiders and other Affiliates of the Debtor in
Class 6 will have their Allowed Claims paid in full in equal
annual installments over a period of three (3) years beginning on
the Effective Date.  This Class in Impaired.

Equity Security Holders of the Debtor in Class 8 will receive, on
account of their equity ownership interests in the Debtor, a like
ownership interest in the Reorganized Debtor.  This Class in
Unimpaired.

Class 4 Unsecured Creditors will be paid in full from the
Reorganized Debtor's operations in accord with the terms and
provisions of such creditors' pre-petition agreements with the
Debtor on the later of (i) the Effective Date of the Plan or as
agreed between the parties, and when (ii) allowed by the Court.

A copy of the Disclosure Statement explaining the Debtor's
Chapter 11 Plan of Reorganization, dated as of Oct. 8, 2013, is
available at http://bankrupt.com/misc/surtronics.doc88.pdf

                      About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.


SURTRONICS INC: Extension of Lease Decision Period Central to Plan
------------------------------------------------------------------
Surtronics, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina to enlarge the time period within which
the Debtor must assume or reject any unexpired leases of
nonresidential real property by an additional 90 days, or until
April 7, 2014.

The Debtor relates: "On or about Oct. 1, 2003, the Debtor and
Smith & Wade, a North Carolina general partnership, entered into a
Lease Agreement for its primary production facility and corporate
offices at 4001 and 4025 Beryl Drive and 508 Method Road, Raleigh,
North Carolina.  The Lease Agreement was subsequently amended and
modified in September 2007, May 2010, and September 2013.

"On Sept. 26, 2013, the Debtor filed an adversary proceeding
against Smith/Wade seeking a declaratory judgment that the Real
Estate Documents are a de facto installment land sales contract
rather than a true lease, and the Debtor was, as of the Petition
Date, actually a purchaser of the Property and Smith/Wade a
seller, not a lessor.

"However, if the Court determines the Real Estate Documents are
actually a true lease, then the Debtor will be required to assume
or reject the unexpired lease of nonresidential real property on
or before the earlier of 120 days from the Petition Date or
the date of entry of an order confirming a plan.

"The Debtor believes that good cause exists for an enlargement of
time within which to assume or reject the Real Estate Documents.
First, whether the Real Estate Documents need to be assumed or
rejected is entirely contingent on whether the Real Estate
Documents constitute a true lease or, as the Debtor believes, a
disguised financing transaction in the form of an installment land
sales contract.

"Whether the Real Estate Documents in fact and law constitute an
installment land sales contract is central to both the Debtor's
Chapter 11 Plan of Reorganization but also to the pending
adversary proceedings for recharacterization, contribution and
setoff.

"The Debtor is current on its post-petition "rent" payments
pursuant to the Real Estate Documents.  The Debtor recently filed
a motion to allow it to deposit its monthly "rent" obligations
into an interest-bearing Debtor in Possession account to
preserve the Debtor's setoff rights.  Pending a ruling on such
motion, the Debtor is making payments to Smith/Wade, including the
payment due on or before Oct. 10, 2013.

"Moreover, the Debtor intends to continue to timely pay all "rent"
obligations, either to Smith/Wade or to the DIP account.  As a
result, the continued occupation of the Property by the Debtor
without an assumption of the Real Estate Documents will not
prejudice Smith/Wade or cause Smith/Wade to incur damages."

                      About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.


SURTRONICS INC: May Employ Carr Riggs as Accountants
----------------------------------------------------
Surtronics, Inc. obtained permission from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to employ Carr
Riggs & Ingram PLLC, as accountants, nunc pro tunc to Sept. 9,
2013.

As reported in the Troubled Company Reporter on Oct. 18, 2013,
the services Carr Riggs will perform include tax and accounting
services as well as the possible assistance with the Debtor's
compliance with its monthly reporting obligations.

                   About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.


TGGT HOLDINGS: S&P Assigns 'B' CCR & Rates $550MM Senior Loan 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to TGGT Holdings LLC.  At the same time, S&P
assigned its 'B' issue-level rating and '3' recovery rating to the
company's $550 million senior secured term loan due 2020.  The '3'
recovery rating indicates S&P's view that lenders can expect
meaningful (50% to 70%) recovery following a payment default.  The
outlook is stable.

"Our ratings on Texas-based TGGT Holdings LLC reflect our view of
its 'weak' business risk profile and 'aggressive' financial risk
profile," said Standard & Poor's credit analyst James Parchment.
TGGT is acquiring natural gas gathering and processing systems,
with a concentration in the Haynesville/Bossier/Cotton Valley
shale regions of the U.S.  S&P's ratings reflect its view of
TGGT's limited scale, track record, and geographic diversity; its
dependency on other companies' drilling programs to meet revenue
growth forecasts; significant customer concentration; and
aggressive financial leverage.  S&P believes the duration and
structure of TGGT's contracts provide a level of stable cash
flows, which only partly offset the aforementioned risks.

With about 1,310 miles of pipeline and EBITDA of about
$160 million for the 12 months through June 2013, privately held
TGGT Holdings LLC is one of the smaller midstream companies that
S&P rates.  Its assets primarily consist of midstream
infrastructure in the Haynesville and Bossier shale regions,
specifically the Holly, Shelby, TGG, Talco, and East Texas
Gathering (ETG) systems.  The company's primary credit strengths
relate to its five-year take-or-pay contracts with British Gas
Group and Exco Resources, which represent about half of expected
2014 revenue.  British Gas and Exco have separate take-or-pay
contracts with TGGT, and S&P views British Gas as a strong
counterparty for TGGT.  The company derives more than 30% of its
revenue from gas throughput for other customers, with an average
contact life of seven years, and this adds some stability for
minimal cash flow expectations.

The stable outlook on TGGT Holdings LLC reflects S&P's view that
the company will continue to have adequate liquidity to execute on
its expansion strategy in the Haynesville/Bossier shale region,
and that the company will maintain its total debt to EBITDA at
less than 4x (including any non-common equity interests).  S&P is
unlikely to raise the rating during the next 12 to 18 months
because of TGGT's small scale, its limited geographic focus, and
its dependency on other companies' drilling programs to meet
forecast revenue growth targets.  S&P could consider raising the
rating if the company successfully executes its operational
objectives for the newly acquired systems, as demonstrated by
achieving steady throughput volumes, and it consistently maintains
a leverage ratio of less than 3x.  S&P could lower the rating if
TGGT's total debt to EBITDA exceeds 5x (including any non-common
equity interests) and liquidity becomes constrained.


TLO LLC: Auction Set for Nov. 20; $105 Million Opening Bid
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TLO LLC, a provider of risk-mitigation services, will
hold an auction on Nov. 20 to determine whether the $105 million
offer from TransUnion Holding Co. Inc. is the best offer for the
business.

According to the report, under sale procedures approved on Oct. 24
by the U.S. Bankruptcy court in West Palm Beach, Florida,
competing bids are due Nov. 15.

A sale-approval hearing will take place Nov. 22, the report
related.

TransUnion is under contract to pay $90 million cash and $15
million in stock. The contract allows TLO to retain a $40 million
life insurance policy on Hank Asher and related claim. Asher, who
was the company's primary owner, died this year.

TLO previously said there should be active participation at
auction from other bidders.

                           About TLO LLC

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

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

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

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


TOPAZ CAPITAL: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Topaz Capital and Investments, Inc.
        30945 Cuvaison Drive
        Bonsall, CA 92003

Case No.: 13-10467

Chapter 11 Petition Date: October 28, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Laura S. Taylor

Debtor's Counsel: George H. Bye, Esq.
                  1901 First Avenue, First Floor
                  San Diego, CA 92101-0300
                  Tel: (619) 499-7820
                  Email: byeinlaw@aol.com

Total Assets: $5 million

Total Liabilities: $17.3 million

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/casb13-10467.pdf


TRIBUNE CO: Moody's Rates New $4.1 Billion 1st Lien Loans 'Ba3'
---------------------------------------------------------------
Moody's Investors Service assigned Ba3 to each of Tribune
Company's proposed $300 million 1st lien senior secured revolver
and $3.8 billion 1st lien senior secured term loan. Proceeds from
the credit facilities and cash on the balance sheet will be used
to fund the $2.7 billion acquisition of Local TV Holdings, LLC
("Local TV") and to refinance the existing $1.1 billion 1st lien
senior secured term loan. Moody's also assigned an SGL-1
Speculative Grade Liquidity (SGL) Rating and confirmed the Ba3
Corporate Family Rating as well as the Ba3-PD Probability of
Default Rating. These actions conclude Moody's review for
downgrade of ratings initiated on July 2, 2013. The rating outlook
is stable.

Assigned:

Issuer: Tribune Company

NEW $300 million 1st Lien Senior Secured Revolver: Assigned Ba3,
LGD4 -- 52%

NEW $3.8 billion 1st Lien Senior Secured Term Loan: Assigned Ba3,
LGD4 -- 52%

Speculative Grade Liquidity (SGL) Rating: SGL-1

Confirmed:

Issuer: Tribune Company

Corporate Family Rating: Confirmed Ba3

Probability of Default Rating: Confirmed Ba3-PD

Outlook Actions:

Issuer: Tribune Company

Outlook is Stable

Confirmed but to be withdrawn upon full repayment:

Issuer: Tribune Company

$1.1 billion 1st Lien Senior Secured Term Loan due 2019: Confirmed
Ba3, LGD4 -- 51%

Ratings Rationale:

Tribune's Ba3 Corporate Family Rating reflects moderately high
debt-to-EBITDA of 4.4x (two year average, including Moody's
standard adjustments, 3.9x net debt-to-EBITDA) pro forma for the
acquisition of Local TV. The company will raise term loan balances
by $2.7 billion to fund the Local TV acquisition which is expected
to close around the end of 2013 subject to regulatory approvals.
Tribune will benefit from the shift in revenues and cash flow to
growing broadcast/digital assets and the addition of #1 or #2
ranked Big Four affiliates of Local TV. The transaction adds scale
and injects favorable network diversification to Tribune's current
concentration of CW affiliates, which are typically ranked #5 in
their markets, and enhances relationships with television
distributors, networks, and programming suppliers. The added scale
and improved revenue mix supports the Ba3 CFR despite the increase
in leverage above its current level of less than 3.0x (two year
average debt-to-EBITDA) and the reduction in coverage ratios. Pro
forma for the acquisition, Tribune will generate more than $900
million of cash flow from broadcasting and publishing operations
including cash distributions from investments in faster growing
cable network and online media assets. The company will benefit
from one of the largest television broadcasting groups including
42 television stations (39 owned stations and 3 stations for which
the company will provide certain services to support operations
subject to the supervision and control of a third party) in large
and mid-sized markets providing 44% coverage of US households with
the potential for revenue gains from programming investments for
its WGN America network and management's efforts to turn around
WPIX-TV in New York City.

Leading up to the newspaper spin off expected to be completed
around mid-2014, Moody's believes cash flow contributions from
publishing operations will be at least flat with prior periods
based on reduced run rate expenses offsetting the impact of
continuing mid single digit revenue declines. Upon separation and
loss of newspaper cash flow, only partially offset with debt
reduction from net proceeds of the spin off, Moody's expects
leverage will climb to roughly 5.0x (two year average debt-to-
EBITDA) which positions the company weakly within the Ba3 rating
as a pure play broadcaster. Moody's believes competitive
pressures, media fragmentation, and a tepid economy create a
challenging advertising environment and leads to low single digit
percentage growth for core broadcasting revenues. Financial
metrics, including leverage, will need to improve to better
position the company within the Ba3 rating given risks related to
assimilating Local TV's mid-markets stations and achieving planned
revenue and cost synergies while also executing management's
strategy to transform Tribune by separating newspaper operations
and investing in exclusive television programming including
original productions. Proposed terms permit Tribune to fund
dividends from the sale of real estate holdings or equity
investments subject to certain conditions. The potential leakage
of real estate value or the loss of cash dividends from
investments with no debt reduction could result in a downgrade in
the near term; however, the stable outlook incorporates Moody's
belief that management is committed to maintaining debt ratings as
well as good liquidity and will avoid funding shareholder
distributions in the next 12 months.

The stable outlook reflects Moody's expectation that growing
EBITDA from the combined broadcasting operations of Tribune and
Local TV, over a 2-year cycle, and cash distributions from media
investments will add to generally flat EBITDA levels for the
publishing segment leading up to the potential newspaper spin off.
For 2013 and pro forma for the Local TV transaction, Moody's
expects total revenues to decline in the mid single digit
percentage range followed by a rebound in 2014 given election year
demand for political advertising and growth in retransmission
fees. The outlook also reflects Moody's expectation that 2-year
average debt-to-EBITDA leverage will increase to roughly 5.0x
(including Moody's standard adjustments) after the newspaper spin
off, with Tribune maintaining at least good liquidity over the
next 12-18 months which provides flexibility to execute
management's operating strategies, invest in programming, and
manage unforeseen capital needs. Moody's expects net proceeds from
the recapitalization of the separated newspaper assets to be
applied to reduce debt balances of Tribune thereby keeping
financial metrics, including leverage and coverage ratios, within
the Ba3 rating. The outlook does not reflect an expectation for
shareholder distributions over the next 12 months even with
proceeds from the potential sale of Apartments.com (28% owned by
Tribune), consistent with management's intent to apply free cash
flow to repay debt or invest in the business.

In a scenario in which the newspaper spin off is completed,
ratings could be downgraded if operating weakness in one or more
key markets, debt funded acquisitions, cash distributions, or
other leveraging events lead to 2-year average debt-to-EBITDA
ratios being sustained above 5.0x (including Moody's standard
adjustments) or 2-year average free cash flow-to-debt ratios being
sustained below the mid single digit percentage range. Failure to
maintain at least good liquidity to absorb a cyclical downturn in
advertising demand or to meet tax payments related to leveraged
partnerships could also result in a downgrade. Assuming the spin
off is completed, ratings could be upgraded if broadcasting
stations demonstrate consistent growth in core advertising
revenues and Moody's is assured that financial policies will
remain prudent to support continued investments in programming
including sustaining 2-year average debt-to-EBITDA ratios below
4.0x (including Moody's standard adjustments) and minimum 2-year
average free cash flow-to-debt ratios in the high single digit
percentage range.

Tribune Company is headquartered in Chicago, IL, and, pro forma
for the pending Local TV acquisition, will benefit from television
assets including 42 broadcast stations in 33 markets (each of the
top five and 14 of the top 20 markets) reaching 44% of U.S.
households and the WGN America network with 75 million subscribers
(broadcasting represents 57% of adjusted EBITDA for LTM June
2013). The company also operates the third largest newspaper group
in the U.S. within its publishing segment (publishing represents
25% of adjusted EBITDA) consisting of The Chicago Tribune, Los
Angeles Times and six other metropolitan dailies. Tribune holds
minority equity interests in several media enterprises including
TV Food Network, CareerBuilder, and Classified Ventures, which
contribute cash distributions (18% of adjusted EBITDA). The
company emerged from Chapter 11 bankruptcy protection at the end
of 2012 with $1.1 billion of funded debt, significantly reduced
from $12.9 billion related to the take private transaction led by
Sam Zell. Certain creditors prior to Chapter 11 filing are now
shareholders with funds of Oaktree Capital Management, Angelo,
Gordon & Company, and JPMorgan Chase being the largest
shareholders and controlling the board of directors. Pro forma for
the Local TV acquisition, revenues totaled $3.7 billion for the 12
months ended June 30, 2013.


USG CORP: Fitch Rates New $350MM Senior Unsecured Notes at 'BB-'
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR2' rating to USG Corporation's
(NYSE: USG) proposed offering of $350 million of senior unsecured
notes. USG intends to use the net proceeds to fund a portion of
the company's initial $500 million cash investment (consisting of
the net proceeds of the notes and cash on hand) in its previously
announced proposed joint venture (JV) with Boral Limited. If USG
does not complete the JV, the company intends to use the proceeds
from the notes issuance for general corporate purposes, which may
include the repayment of debt, the funding of pension obligations,
working capital, capital expenditures and potential acquisitions.

The Rating Outlook is Stable.

Key Rating Drivers:

The ratings for USG reflect the company's leading market position
in all of its core businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves. Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and, although improving, the
company's still high leverage position.

The Stable Outlook reflects Fitch's expectation that demand for
USG's products will continue to grow during the remainder of 2013
and into 2014 as the housing market maintains its moderate
recovery and commercial construction activity improves from
cyclical lows.

The ratings and Stable Outlook also incorporate USG's solid
liquidity position.

USG Boral Building Products:

On Oct. 16, 2013, USG and Boral Limited announced that they have
entered into agreements to form a strategic JV, USG Boral Building
Products. The 50/50 JV will leverage the two companies' brands,
complementary geographic footprints and technological expertise.
The transaction is expected to close in January 2014, subject to
closing conditions, including Foreign Investment Review Board
approval and other third party consents.

The JV is valued at $1.6 billion, with Boral contributing its
Gypsum division, valued at $1.35 billion, to the JV and USG
contributing assets valued at $250 million, which includes its
Asian and Middle Eastern businesses, as well as exclusive access
to USG's technologies in the JV's territory. In addition, USG will
pay Boral cash payments of up to $575 million, of which $500
million will be paid upon closing of the transaction, and, subject
to achieving earnings targets, $25 million on the third
anniversary and $50 million on the fifth year anniversary.

The JV is targeted to be self-funding with the ability to borrow
in its own right with dividend distribution targeted at 50% of
after-tax profit, taking into consideration the growth needs of
the JV. Management estimates that USG's share of the JV income
will be roughly $35 million-$45 million in 2014.

Credit Impact:

The $500 million cash contribution to the JV will be funded with
proceeds from the proposed $350 million notes issuance and $150
million of existing cash holdings. The higher debt levels will
increase USG's leverage relative to Fitch's expectations at the
time when the company's ratings were upgraded in September 2013.
USG's Fitch-calculated leverage is now expected to be around 6.5x
at year-end 2013 compared with Fitch's earlier forecast of
leverage falling below 6x at the close of 2013. Fitch expects the
interest coverage ratio will settle at around 2x at the close of
2013. Nevertheless, these credit metrics remain appropriate for
the rating level.

While this transaction negatively impacts the company's credit
metrics in the short- to intermediate-term, the proposed JV has
good strategic rationale for USG and is consistent with
management's goal of diversifying its earnings stream. The
strategic JV with Boral provides USG with an immediate significant
presence in high-growth emerging markets and allows the company to
leverage its leading technologies with Boral's existing production
and distribution network.

Convertible Notes:

USG has further opportunity to lower its leverage levels by
calling $400 million of convertible senior unsecured notes, which
would likely be converted into equity. USG is currently evaluating
if and how much of the convertible notes it will call while still
preserving its roughly $2 billion of net operating loss
carryforwards. USG's interest coverage ratio could also improve
further if the convertible notes are converted into equity, as
this debt carries a 10% coupon.

Strong Liquidity Position:

As of Sept. 30, 2013, USG had $844 million of liquidity comprised
of $452 million of cash, $100 million of short-term marketable
securities, $38 million of long-term marketable securities and
$254 million of borrowing availability under its U.S. and Canadian
credit facilities. In addition, the company's consolidated JVs in
Oman have two credit facilities totaling $36 million, of which $29
million was available to the JV for term loan borrowings. Fitch
expects USG's liquidity will remain healthy during the next 12-18
months, projecting overall liquidity will remain above $500
million following the expected cash contribution to the proposed
JV. USG has no major debt maturities until 2016, when $500 million
of senior notes become due.

Rating Sensitivities:

Future ratings and Outlooks will be influenced by broad economic
and construction market trends, as well as company specific
activity, particularly free cash flow trends and liquidity.

Positive rating actions may be considered if the company shows
further improvement in financial results and operating metrics,
including debt to EBITDA levels trending at or below 4x and
interest coverage above 3x, while maintaining at least $500
million of liquidity.

On the other hand, a negative rating action may be considered if
the projected improvement in the construction market dissipates,
leading to revenue declines in the 15%-20% range, EBITDA margins
in the low- to mid-single-digit range and total liquidity falling
below $300 million.

Fitch currently rates USG as follows:

-- Long-term IDR 'B';
-- Secured bank credit facility 'BB/RR1';
-- Senior unsecured guaranteed notes 'BB-/RR2';
-- Senior unsecured notes 'B/RR4';
-- Convertible senior unsecured notes 'B/RR4'.

Fitch's Recovery Rating (RR) of 'RR1' on USG's $400 million
secured revolving credit facility indicates outstanding recovery
prospects for holders of this debt issue. Fitch's 'RR2' on USG's
unsecured guaranteed notes indicates superior recovery prospects.
(Assuming the company completes the proposed $350 million notes
issuance, $1 billion of unsecured notes will be guaranteed on a
senior unsecured basis by certain of USG's domestic subsidiaries.)
Fitch's 'RR4' on USG's senior unsecured notes that are not
guaranteed by the company's subsidiaries indicates average
recovery prospects for holders of these debt issues. Fitch applied
a going concern valuation analysis for these RRs.


USG CORP: Moody's Hikes CFR to B3 & Rates New Sr. Secured Notes B2
------------------------------------------------------------------
Moody's Investors Service upgraded USG Corp.'s Corporate Family
Rating to B3 from Caa1 and its Probability of Default Rating to
B3-PD from Caa1-PD following USG's better than anticipated overall
3Q13 operating performance driven mainly by the company's
wallboard business. In a related rating action, Moody's upgraded
the company's speculative grade liquidity rating to SGL-2 from
SGL-3 due to expectations of improving free cash flow generation,
as well as the company's solid amount of cash on hand and
marketable securities even after its joint venture investment.
Moody's also assigned a B2 to USG's proposed guaranteed senior
unsecured notes due 2021. Proceeds from the notes issuance and
about $150.0 million of cash, taken mostly from USG's foreign
operating subsidiaries, will be used to pay Boral Limited
("Boral") for USG's share of the investment in USG Boral Building
Products, a 50/50 joint venture ("JV") between the two companies.
The rating outlook is changed to stable from positive.

The following ratings/assessments were affected by this action:

Corporate Family Rating upgraded to B3 from Caa1;

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

Guaranteed senior unsecured notes affirmed at B2 (LGD3, 33% from
LGD3, 30%);

Proposed guaranteed senior unsecured notes due 2021 assigned B2
(LGD3, 33%);

Senior unsecured (not guaranteed) affirmed at Caa2 (LGD5, 81% from
LGD5, 79%);

Industrial Revenue Bonds ("IRB") with various maturities (not
guaranteed) affirmed at Caa2 (LGD5, 81% from LGD5, 79%); and

Speculative grade liquidity rating upgraded to SGL-2 from SGL-3.

Ratings Rationale:

The upgrade of USG's Corporate Family Rating to B3 from Caa1
reflects better than anticipated overall 3Q13 operating
performance. Moody's expects that the company will be an early
benefactor amongst rated building products companies as the US
housing market recovery -- the primary driver of future operating
growth -- continues to strengthen with higher volumes and enhanced
pricing. Moody's forecast estimates that new housing starts will
rise steeply to 950,000 in 2013 and up to 1,150,000 in 2014 -- a
level more than double the 2011 total of 610,000. USG continues to
benefit from the success of its UltraLight brand wallboard, as
well as its ongoing cost reductions.

Moody's now projects USG's interest coverage - defined as EBITA-
to-interest expense -- nearing 1.5x over the next year from 1.1
times for the 12 months through September 30, 2013, and debt-to-
EBITDA improving to about 6.0 times from 6.7 times at 3Q13 (all
ratios incorporate Moody's standard adjustments). Debt leverage
projections account for the conversion of a substantial portion of
the company's $400 million senior unsecured notes to equity as
early as December 2013, but this deleveraging is offset by the
issuance of new senior unsecured notes. Moody's forecasts approach
those credit metrics previously identified as triggers for upward
ratings pressures.

The change in USG's speculative grade liquidity rating to SGL-2
from SGL-3 reflects Moody's expectations that USG will improve its
free cash flow generation, as well as the company's solid amount
of cash on hand and marketable securities. Moody's projects USG
could generate upwards of $75 million in unadjusted free cash flow
over the next 12 months versus a cash usage of $48 million on an
unadjusted basis for the 12 months through 3Q13. USG has indicated
that cash on hand and marketable securities totaled about $375
million on a pro forma basis at September 30, 2013. Cash on hand
and marketable securities have been reduced to account for the
$150 million of cash USG will use to finance a portion of its
initial investment in the Boral JV, to pay associated fees and
transaction costs, and to account for the cash being contributed
to JV. USG has more than sufficient financial resources to meet
very manageable near-term maturities, and to cover its working
capital and capital expenditure needs over the near term,
especially as the company spends more to meet higher demand.

The change in USG's rating outlook to stable from positive
reflects Moody's view that key debt credit metrics are projected
to be in-line with the company's B3 Corporate Family Rating.
Further, the good liquidity profile characterized by free cash
flow generation, and ample cash on hand and marketable securities
gives USG financial flexibility to support growth initiatives, and
to meet its near-term commitments.

The B2 rating assigned to the proposed guaranteed notes due 2021,
one notch above the corporate family rating, is the same rating as
USG's existing guaranteed senior unsecured notes since Moody's
expects all guaranteed senior unsecured notes would be pari passu
with each other in a recovery scenario. The substantial increase
due to the proposed debt issuance of guaranteed notes in USG's
capital structure prevents the guaranteed notes from receiving an
uplift in ratings. Furthermore, the guaranteed notes lose a large
amount of first-loss protection when a sizeable portion of the
structurally subordinated convertible notes becomes equity.

The newly formed joint venture, USG Boral Building Products, will
provide building products across Asia, Australia and the Middle
East. USG Boral Building Products will have 6.8 billion square
feet of plasterboard manufacturing capacity supplemented by an
extensive portfolio of complementary building product operations
across 12 countries. Moody's recognizes USG's strategy to expand
its geographical footprint and reduce its reliance on the US
economy as a credit positive. Nevertheless, any cash dividends
received in the early years from the JV will offset the cash
interest payments associated with USG's new notes issuance.

Positive rating actions could ensue as USG continues to benefit
from strengthening end markets, resulting in more robust credit
metrics, including higher operating earnings and improved free
cash flow generation. Operating performance that results in EBITA-
to-interest expense sustained above 2.0x, debt-to-EBITDA sustained
below 5.0x (all ratios incorporate Moody's standard adjustments)
or a better liquidity profile could have a positive impact on the
company's credit ratings.

Negative ratings could occur if the rebound in the repair and
remodeling and new housing construction end markets stalls,
resulting in key credit metrics falling short of Moody's
expectations. Operating performance that results in EBITA-to-
interest expense remaining below 1.25x, debt-to-EBITDA sustained
above 7.0x, (all ratios incorporate Moody's standard adjustments)
or deterioration in the company's liquidity profile could pressure
the ratings.

USG Corporation, headquartered in Chicago, IL, is a leading
producer and distributor of building materials in the Unites
States, Canada and Mexico. The company manufactures and markets
gypsum wallboard and operates a specialty distribution business
that sells to professional contractors. USG also manufactures
ceiling tiles and ceiling grids used primarily for commercial
applications. Revenues for the 12 months through September 30,
2013 totaled approximately $3.5 billion.


USG CORP: S&P Rates New $350MM Unsecured Notes Due 2021 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating to Chicago-based USG Corp.'s (B/Positive/--)
proposed $350 million senior unsecured notes due 2021, based on
proposed terms and conditions.  S&P assigned the notes, which
benefit from subsidiary guarantees, a '1' recovery rating,
indicating its expectation of high (90% to 100%) recovery for
investors in the event of a default.  At the same time, S&P
lowered its issue-level rating on USG's outstanding senior notes
that lack subsidiary guarantees--the $500 million 6.3% senior
notes due 2016, the $500 million 7.75% senior notes due 2018, and
about $239 million of industrial revenue bonds (IRBs)--to 'CCC+'
from 'B-' and revised the recovery rating to '6' from '5',
indicating S&P's expectation of negligible (0% to 10%) recovery in
the event of a default.

The $350 million senior unsecured notes are being offered in
accordance with Rule 144A under the Securities Act of 1933.  S&P
expects the company to use net proceeds, as well as about
$150 million of cash on hand, to fund its investment in the USG
Boral joint venture.  The proposed joint venture would provide USG
with a broad, established gypsum and plasterboard platform in Asia
and Australia.  In S&P's view, this investment has the potential
to diversify and strengthen USG's business risk profile over time,
but leverage is likely to tick up from already high levels in the
near term.

The downgrade and recovery rating revision of the unguaranteed
senior notes and IRBs reflect diminished recovery prospects given
the increase in the amount of structurally senior guaranteed debt.
Under S&P's analysis, USG's guaranteed senior notes (which will
total about $1 billion after the proposed debt issuance) would
have a structurally senior claim against substantially all of the
available recovery value.

U.S.-based wallboard and ceilings producer USG is a leading
manufacturer of building materials, primarily serving markets in
North America.  The company's "fair" business risk profile
acknowledges its strong brand names and competitive cost position
but also factors in risks associated with its exposure to highly
cyclical construction end markets and volatile energy and raw
material costs.  Its "highly leveraged" financial risk profile
reflects leverage well above 8x EBITDA through June 2013.  The
positive outlook assumes the proposed investment will be accretive
and that leverage still could drop to less than 5x over the next
12 months if end markets continue to improve and depending on the
manner in which USG's cash contributions are ultimately funded.

Ratings List

USG Corp.
Corporate Credit Rating                    B/Positive/--

Rating Assigned

USG Corp.
$350 mil sr unsecd nts due 2021            BB-
  Recovery Rating                           1

Downgraded; Recovery Rating Revised
                                            TO         FROM
USG Corp.
$500 mil. 6.3% sr nts due 2016             CCC+       B-
  Recovery Rating                           6          5
$500 mil. 7.75% sr nts due 2018            CCC+       B-
  Recovery Rating                           6          5
$239 mil. industrial rev bnds              CCC+       B-
  Recovery Rating                           6          5


VALENCE TECH: Files Amended Schedules of Assets and Liabilities
---------------------------------------------------------------
Valence Technology, Inc., filed with the Bankruptcy Court for the
Western District of Texas its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets          Liabilities
     ----------------             -----------       -----------
  A. Real Property                         $0
  B. Personal Property            $25,048,881
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                 $69,101,830
  E. Creditors Holding
     Unsecured Priority
     Claims                                             $11,613
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $9,975,115
                                  -----------      ------------
        TOTAL                     $25,048,881       $79,088,558

                         About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4 percent of the shares.  ClearBridge Advisors LLC owns 5.5
percent.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Sabrina L. Streusand at Streusand, Landon &
Ozburn, LLP with respect to bankruptcy matters.  The petition was
signed by Robert Kanode, CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


WASHINGTON MUTUAL: Liquidating Trust to Distribute $17MM
--------------------------------------------------------
WMI Liquidating Trust, formed pursuant to the confirmed Seventh
Amended Joint Plan of Affiliated Debtors under Chapter 11 of the
United States Bankruptcy Code of Washington Mutual, Inc., on
Oct. 29 disclosed that it will make a distribution of
approximately $17 million to certain beneficiaries.

In accordance with the priority of payments described in Exhibit H
to the Plan, the Distribution will be allocated solely to
claimants in "Tranche 3".  After the Distribution, CCB Guarantees
Claims will have been paid entirely and, as a result, the
Liquidating Trust can distribute remaining Runoff Notes owned by
the Liquidating Trust to its beneficiaries.  Such distribution of
Runoff Notes would occur on the next scheduled quarterly
distribution date of February 1, 2014.

The Liquidating Trust intends to initiate the upcoming $17 million
Distribution on Friday, November 1, 2013.  Additional detail
associated with the Distribution will be set forth in the
Quarterly Summary Report for the period ended September 30, 2013.
The QSR will be filed by the Liquidating Trust with the United
States Bankruptcy Court for the District of Delaware on or about
October 30, 2013.

Further information about WMI Liquidating Trust can be found at
http://www.wmitrust.com

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on September 25, 2008, by
U.S. government regulators.  The next day, WaMu and its affiliate,
WMI Investment Corp., filed separate petitions for Chapter 11
relief (Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu
owns 100% of the equity in WMI Investment.


* Bankruptcy Courts Fund Judiciary During Government Shutdown
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that judges and personnel throughout the federal court
system didn't initially face the threat of working without pay,
thanks largely to a reserve fund of court fees generated mostly by
bankruptcy filing and Internet fees, according to Chief U.S.
Bankruptcy Judge Cecelia G. Morris of the Southern District of New
York, which covers Manhattan and surrounding counties.

According to the report, the courts, however, were near the end of
their rope when the shutdown ended Oct. 17. The reserve fund would
have run out Oct. 18, forcing furloughs, Judge Morris said in an
interview.

The bankruptcy courts continued hearings on time-sensitive
matters, Judge Morris said. Many cases were postponed one month,
the chief judge reported.  Working out the backlog is like
clearing an auto accident, Judge Morris said.

"The first one was just a fender bender, but now cars are backed
up 10 miles down the road."

Some bankruptcy court calendars grew to 200 pages, she said.


* House to Vote on 2 Bills Aiming to Undercut Dodd-Frank Act
------------------------------------------------------------
Eric Lipton and Ben Protess, writing for The New York Times'
DealBook, reported that the U.S. House of Representatives is
scheduled to vote on two bills this week that would undercut new
financial regulations and hand Wall Street a victory. The
legislation has garnered broad bipartisan support in the House,
even after lawmakers learned that Citigroup lobbyists helped write
one of the bills, which would exempt a wide array of derivatives
trading from new regulation.

The bills are part of a broader campaign in the House, among
Republicans and business-friendly Democrats, to roll back elements
of the 2010 Dodd-Frank Act, the most comprehensive regulatory
overhaul since the Depression, the report related.  Of 10 recent
bills that alter Dodd-Frank or other financial regulation, six
have passed the House this year. This week, if the House approves
Citigroup's legislation and another bill that would delay
heightened standards for firms that offer investment advice to
retirees, the tally would rise to eight.

Both the Treasury Department and consumer groups have urged
lawmakers to reject the bills, warning that they could leave the
nation vulnerable again to excessive financial risk taking, the
report said. The House proposals stand little chance of becoming
law, having received a much chillier reception in the Senate and
at the White House, which on Monday threatened to veto the bill on
investment advice for retirees.

But simply voting on the bills generates benefits for both House
lawmakers and Wall Street lobbyists, critics say, the report
further related.  For lawmakers, it comes in the form of hundreds
of thousands of dollars in campaign contributions. The banks,
meanwhile, welcome the bills as a warning to regulatory agencies
that they should tread carefully when drawing up new rules.


* New Bankruptcy Fee Guidelines Won't Hurt Lawyers' Paydays
-----------------------------------------------------------
Law360 reported that bankruptcy cases involving more than $50
million in debt will be subject to stricter attorneys' fee
guidelines for the first time in 17 years beginning on Nov. 1, but
experts say they expect attorneys working on big-ticket
insolvencies will still find ways to rake in the big bucks.

According to the report, the new guidelines -- which will be put
into effect on Nov. 1 by the U.S. Department of Justice's U.S.
Trustee Program, the government's bankruptcy watchdog -- call for
firms to disclose rate increases during a case.


* New York City & Long Island Foreclosures Continue to Increase
---------------------------------------------------------------
One year after Hurricane Sandy made landfall on the U.S. eastern
seaboard, RealtyTrac(R), a source for comprehensive housing data,
on Oct. 29 reported that foreclosure activity in the first nine
months of 2013 is up 33 percent compared to the first nine months
of 2012 in the 7-county region including the five boroughs of New
York and Long Island.

"The places that were hurt the worst by Sandy have seen an
extraordinarily slow comeback," said Emmett Laffey, president of
Laffey Fine Homes covering the five boroughs and Long Island.
"The problem is getting the insurance money.  The homes have been
razed and today they are just a sandlot.  Some people have gotten
insurance money, some people still can't get the money. It's a big
mish-mash.  Nothing is uniform.  Those areas that were hardest hit
are still reeling.

"Besides that, metro New York and Long Island are doing fairly
well," Mr. Laffey added.  "The economy is pretty good. Business is
pretty good.  People there are still hurting, but things are
pretty good all around."

Queens County reported the highest level of foreclosure activity
through September 2013, up 61 percent from the same time period
last year.  Default notices in particular were up 71 percent,
while auction notices increased 24 percent and bank-owned (REO)
properties increased 26 percent from the previous year.

Foreclosure activity also increased in Richmond County (Staten
Island), up 40 percent during the first nine months of 2013, with
bank-owned properties rising 170 percent from the same period last
year.  Default notices were up 43 percent in the county although
scheduled auctions fell 15 percent.

Nassau and Suffolk counties (Long Island) likewise have seen
overall increases in foreclosure activity so far this year, up 24
percent in Nassau County up 28 percent in Suffolk County.
Bank-owned properties rose substantially during the period, up 45
percent and 50 percent respectively.  The level of default notices
also rose noticeably during the period, up 24 percent and 28
percent respectively.

Activity levels were also up in Bronx County (39 percent) and
Kings County (28 percent) through September.  The only county
showing a significant decrease in foreclosure activity during the
same time period was New York County (Manhattan) where although
the hurricane did make landfall and caused significant flooding,
foreclosures were down 21 percent with the number of bank-owned
properties dropping 82 percent and scheduled auctions falling 53
percent.

Median home prices rose in all seven counties year-over-year for
September despite the impact of Sandy.

Median home prices rose by double digits in both Queens and Kings
counties (up 16 percent and 12 percent respectively) from
September 2012. The median price rose 7 percent in New York County
from last year.

The lowest rises in home prices were in three of the counties most
affected by Hurricane Sandy -- Suffolk County (up 5 percent),
Richmond County (up 3 percent) and Nassau County (up 1 percent).

                        Report methodology

The RealtyTrac U.S. Residential Sales Report provides counts and
median prices for sales of residential properties nationwide, by
state and metropolitan statistical areas with a population of
500,000 or more.  Data is also available at the county level upon
request.  The report also provides a breakdown of cash sales,
institutional investor sales, short sales and bank-owned sales.
The data is derived from recorded sales deeds and loan data, which
is used to determine cash sales and short sales.  Sales counts for
recent months are projected based on seasonality and expected
number of sales records for those months that are not yet
available from public record sources but will be in the future
given historical patterns.  Statistics for previous months are
revised when each new monthly report is issued as more deed data
becomes available for those previous months.

                       About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a source of
comprehensive housing data, with more than 1.5 million active
default, foreclosure auction and bank-owned properties, and more
than 1 million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* ERISA Doesn't Shield Retirement Account From Fraud
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Employee Retirement Income Security Act neither
supersedes the Bankruptcy Code nor prohibits recovery of a
fraudulent transfer from a retirement account, according to U.S.
District Judge William P. Johnson in Albuquerque, New Mexico.

According to the report, a doctor was sued for receiving a
transfer from a Ponzi scheme. He raised Erisa as a defense,
contending that anti-alienation provisions bar recovery.

Judge Johnson, in his Oct. 8 opinion, rejected the argument.
Saying there were few cases on point, he held that recapturing a
fraudulent transfer was not an assignment or alienation of the
account.  Even if recovery were assignment or alienation, Judge
Johnson held that Erisa's anti-alienation provisions "do not
supersede the avoidance provisions of the Bankruptcy Code."

The case is Wagner v. Galbreth, 12-cv-00817, U.S. District Court,
District of New Mexico (Albuquerque).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***