TCR_Public/131104.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, November 4, 2013, Vol. 17, No. 306


                            Headlines

1250 OCEANSIDE PARTNERS: Hires KMH LLP as Accounting Consultant
A.M. CASTLE: S&P Lowers CCR to 'B-' on Weak Credit Measures
AGFEED INDUSTRIES: Wants Plan Filing Exclusivity Until Jan. 13
AIRTRONIC USA: GDSI Expects to Complete Planned Merger by Nov. 22
ALITALIA SPA: Air France Seeks Troubled Airline's Overhaul

ALPHA NATURAL: Bank Debt Trades At 5% Off
AMC NETWORKS: Chello Media Deal No Effect on Moody's Ba3 CFR
AMERICAN AIRLINES: Said to Be in Merger Lawsuit Talks with U.S.
AMERICAN AIRLINES: U.S. Seeks Broad Divestitures to Settle Suit
ARCH COAL: Bank Debt Trades at 3% Off

ARCHETYPES INC: Case Summary & 30 Largest Unsecured Creditors
ATARI INC: Wins Approval to Send Plan to Creditor Vote
BANK OF JACKSON COUNTY: Outlets Closed; FDIC Tapped as Receiver
BERNARD L. MADOFF: Urged Realistic Backdated Trades, Jury Told
BJ'S WHOLESALE: S&P Lowers CCR to 'B-' on Upsized Debt

BUILDING #19: Case Summary & 20 Largest Unsecured Creditors
CAESARS ENTERTAINMENT: Poised for Distressed Debt Exchange
CAPSUGEL HOLDINGS: S&P Lowers CCR to 'B+' on $415MM New Debt Issue
CENGAGE LEARNING: Committee Hires Charles River as IP Consultant
CENGAGE LEARNING: Panel Taps Ed Stanford as Industry Expert

CENGAGE LEARNING: Panel Taps IMS to Provide Copyright Expert
CHALLENGE AT SANTA RITA: Tossing Restriction on Use of Golf Course
CLEAR CHANNEL: Bank Debt Trades at 3% Off
COMMSCOPE HOLDING: S&P Raises CCR to 'BB-' on IPO Completion
CROWN HOLDINGS: S&P Puts 'BB+' CCR on CreditWatch Negative

DETROIT, MI: Retirees' Committee Hires Brooks Wilkins as Counsel
DETROIT, MI: Lazard Freres Hiring Approval Sought, Granted
DEWEY & LEBOEUF: Domain Name Sells for $210K
DRYSHIPS INC: Unveils Results of 2013 AGM of Shareholders
DOGWOOD PROPERTIES: Attorney General Objects to Plan Confirmation

ECO BUILDING: Sadler, Gibb & Associates Raises Going Concern Doubt
ECOTALITY INC: Court Okays Hiring of Jennings Strouss as Counsel
EDWIN SHAW HOSPITAL: Claims Bar Date Set for Nov. 11
EXCEL MARITIME: Committee Challenge Period Extended Until Nov. 4
EXCEL MARITIME: Committee Retains Robbins as Conflicts Counsel

FANNIE MAE: Sues Banks for $800 Million over Libor Rigging
FIRST BUSINESS: Has $3.61-Mil. Net Income for Q3 Ended Sept. 30
FIRST NATIONAL BANK: Claims Bar Date Set for Dec. 18
FREDERICK'S OF HOLLYWOOD: Mayer Hoffman Raises Going Concern Doubt
FRESNO, CA: Cash Crunch Crimps Struggling Cities

GETTY IMAGES: Bank Debt Trades at 12% Off
GOLDKING HOLDINGS: Gets Interim Approval for $16-Mil. DIP Loan
GREEN AUTOMOTIVE: Has $3-Mil. Net Loss for Quarter Ended June 30
HOSPITALITY STAFFING: Taps Conway MacKenzie to Provide CRO, VP
HOSPITALITY STAFFING: Employs Saul Ewing as Bankruptcy Counsel

HRK HOLDINGS: Wants to Borrow $51K From Regions Bank 2nd DIP Loan
HRK HOLDINGS: Seeks Exclusive Plan Filing Period Thru Jan. 27
INGLEWOOD RDA: S&P Raises Tax Allocation Bonds Rating From 'BB+'
IKANOS COMMUNICATIONS: Has $8.66-Mil. Net Loss in Sept. 29 Quarter
IZEA INC: Cross, Fernandez & Riley Raises Going Concern Doubt

JC PENNEY: Bank Debt Trades at 3% Off
JEFFERSON COUNTY, AL: Stakeholders Help Facilitate Bankruptcy Exit
JEFFERSON COUNTY: S&P Raises SPUR on School Warrants to 'CCC'
KINDER MORGAN: S&P Assigns 'BB' Rating to $1.5BB Sr. Secured Notes
KND PROPERTIES: Voluntary Chapter 11 Case Summary

LANDAUER HEALTHCARE: Taps Maillie LLP as Tax Accountants
LIC CROWN: Hires Klestadt & Winters as Counsel
M*MODAL INC: Bank Debt Trades at 9% Off
MCCOMMAS LFG: Haynes And Boone Settles $10-Mil. Atty. Fee Suit
MEDICAL ALARM: Posts $1.09-Mil. Income for Q1 Ended March 31, 2012

MEDICURE INC: Posts C$502,402 Net Loss in Sept. 30 Quarter
NATIONAL ENVELOPE: Wins Court Extension of Plan Filing Period
NEOMEDIA TECHNOLOGIES: Has $26.2-Mil. Net Loss in Sept. 30 Quarter
NET TALK.COM: Reports $1.25-Mil. Net Loss in Q2 Ended June 30
NEW STREAM: Fraud Charges Should Not Be Nixed, Feds Say

OCEAN 4660: Chapter 11 Trustee Hires PKF Consulting as Witness
OGX PETROLEO: Brazilian PE Fund to Acquire Natural Gas Unit
ORMET CORP: Lines Up Extra $10-Mil. DIP Loan to Fund Wind Down
OSCAR GREGO TRUST: Voluntary Chapter 11 Case Summary
OWENS CORNING: Celebrates 75 Years in Business, Unveils Milestones

PANTHER MOUNTAIN: Land Developer Blames Arkansas Bank for Ch. 11
PGA FLYOVER: Plan Modified to Incorporate Amended BBX Settlement
PIRATES POINT: Voluntary Chapter 11 Case Summary
ROXWELL PERFORMANCE: Case Summary & 20 Top Unsecured Creditors
SONY CORP: Struggles to Stay in the Game

STOCKTON RDA: S&P Raises Rating on 2004 Revenue Bonds to 'CC'
STRIKE MINERALS: In Talks with Investor Over Debt Financing
SUMMIT HOLDINGS: Voluntary Chapter 11 Case Summary
SUNTECH POWER: Intends to Challenge U.S. Involuntary Bankruptcy
SUNTECH POWER: Involuntary Chapter 7 Case Summary

SUNTECH POWER: To Sell Main China Assets for $492MM to Rival
TOPAZ CAPITAL: Returns to Bankruptcy a Year After Dismissal
TOYS R US: 2016 Bank Debt Trades at 6% Off
TOYS R US: 2019 Bank Debt Trades at 2% Off
TUBE CITY: S&P Cuts CCR to 'B+' & Removes Rating From CreditWatch

URANIUM RESOURCES: Reports $3.95-Mil. Loss in 3Q Ended Sept. 30
WALTER ENERGY: Bank Debt Trades at 2% Off
WEST BRANCH REGIONAL: S&P Changes Ratings Outlook to Negative
YSC INC: Court Okays Hiring of Wells and Jarvis as Attorney

* Canadian Companies Lead Foreign Chapter 15 Bankruptcy Filings
* Next Corporate Default Cycle to Have More Losses, Moody's Says
* Federal Home Loan Banks Drop Objection to BofA Settlement
* CFTC Delays Cases, Shelves Probes, in Funding Squeeze

* CoreLogic Reports 51,000 Completed Foreclosures in September
* U.S. Senate Republicans Block Mel Watt Nomination to Head FHFA
* Moody's Says Public Finance Downgrades Continue in 3rd Qtr

* Distressed Investing 2013 Set for Mon., Dec. 2, 2013

* BOND PRICING -- For Week From Oct. 28 to Nov. 1

                            *********

1250 OCEANSIDE PARTNERS: Hires KMH LLP as Accounting Consultant
---------------------------------------------------------------
1250 Oceanside Partners and its debtor-affiliates seek
authorization from the Hon. Robert J. Faris of the U.S. Bankruptcy
Court for the District of Hawaii to employ KMH LLP as an
accounting and financial consultant to consult with Debtors'
counsel.

The Debtors' counsel intends to consider KMH LLP as non-testifying
expert, until and unless KMH LLP's testimony is offered at a later
date.

Among other things, the Debtors' counsel requires KMH LLP's
assistance to:

   (a) evaluate selected financial transactions between the
       Debtors and third parties; and

   (b) provide such further accounting and financial consulting
       services as may be requested by Debtors' counsel.

If the retention is approved, KMH will apply for compensation,
pursuant to Sections 330 and 331 of the Bankruptcy Code.

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

Ross Murakami, partner of KMH 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.

KMH LLP can be reached at:

       Ross R. Murakami
       KMH LLP
       1003 Bishop Street, Suite 2400
       Honolulu, Hawaii 96813
       Tel: (808) 526-2255
       Fax: (808) 536-5817

                  About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent Creditor Sun Kona Finance I, LLC, as counsel.


A.M. CASTLE: S&P Lowers CCR to 'B-' on Weak Credit Measures
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the ratings,
including the corporate credit rating, on Oak Brook, Ill.-based
A.M. Castle & Co. to 'B-' from 'B'.  The outlook is stable.  The
recovery rating on the company's senior secured notes remains '4',
indicating S&P's expectation of average (30% to 50%) recovery in
the event of payment default.

The downgrade reflects weak operating results in Castle's metals
segment and elevated debt leverage, which S&P expects will
continue through the next year.  Revenue and EBITDA have been
lower than expected because aerospace and defense, industrials,
and oil and gas industry demand has been flat with or lower than
2012 levels.  In addition, aluminum plate imports have led to
oversupply at domestic mills and are pressuring prices for
products sold to the aerospace and defense industry.  As a result,
S&P estimates that revenues in 2013 will decrease by 15% to 18%
from 2012 levels, and that EBITDA will be between $35 million and
$40 million, leading to EBITDA margins of less than 4%, compared
with EBITDA margins of about 5.3% in 2012.  As a result of
Castle's steep decrease in profitability, S&P now views Castle's
business risk profile as "vulnerable."  S&P expects adjusted debt
to EBITDA to be approximately 8.5x at year-end 2013.

"The stable outlook reflects our view that Castle's liquidity will
remain adequate, and our expectation that volume declines will
abate in 2014.  The company has repaid the balance under its ABL
and is liquidating inventory as demand decreases, generating cash
from working capital.  We also expect some operating improvement
in 2014.  We expect leverage to remain in excess of 6x and FFO to
debt to remain less than 10% for the next year," said Standard &
Poor's credit analyst Megan Johnston.

S&P could lower the ratings if it no longer deemed liquidity to be
adequate.  This could occur if operating performance continued to
deteriorate, leading to decreasing cash balances as well as
inventory and receivables, which could cause the company's
borrowing base to shrink.

An upgrade in the next year is unlikely given our expectations of
weak demand trends and operating performance.  However, if
operations and cash flow generation improved such that debt to
EBITDA decreased to about 5x, S&P may consider an upgrade.


AGFEED INDUSTRIES: Wants Plan Filing Exclusivity Until Jan. 13
--------------------------------------------------------------
BankruptcyData reported that AgFeed Industries filed with the U.S.
Bankruptcy Court a second motion to extend the exclusive period
during which it can file a plan of reorganization and solicit
acceptances thereof through and including Jan. 13, 2013 and March
11, 2014, respectively.

The motion explains, "During the four months since the
commencement of the Chapter 11 Cases, the Debtors have devoted
substantially all of their resources to, among other things,
winding down their business operations in an orderly manner,
addressing critical case management issues, and selling the assets
of AgFeed Industries.  In light of the fact that these cases have
only been pending for a mere four months, the complexity and
duration factor weighs in favor of allowing the Debtors to extend
the Exclusive Periods... In addition, the Debtors and their
professionals also focused substantial time and resources on the
USA Sale and Industries Sale.  The Debtors believe that, in light
of the progress that they have made in these Chapter 11 Cases over
the past four months, it is reasonable to request additional time
to negotiate and finalize a plan of liquidation.  Accordingly, the
Debtors submit that this factor weighs in favor of allowing the
Debtors to extend the Exclusive Periods...  Termination of the
Debtor's Exclusive Periods would adversely impact the Debtors'
efforts to preserve and maximize the value of these estates and
the progress of these Chapter 11 Cases and the balance that
currently exists in negotiations with the Committees and other
constituencies.  In effect, if this Court were to deny the
Debtors' request for an extension of the Exclusive Periods, any
party in interest would be free to propose a chapter 11 plan for
the Debtors. Such a ruling fosters a chaotic environment with no
central focus and cause substantial, if not irreparable, harm to
the Debtors' efforts to preserve and maximize the value of their
estates."

The Court scheduled a November 14, 2013 hearing on the motion.

                      About AgFeed Industries

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

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

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

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


AIRTRONIC USA: GDSI Expects to Complete Planned Merger by Nov. 22
-----------------------------------------------------------------
Global Digital Solutions, Inc. on Nov. 1 disclosed that it expects
to complete the planned merger with Airtronic USA, Inc. on or
before November 22, 2013, and that Airtronic's Chapter 11
bankruptcy case will be discharged at a scheduled bankruptcy court
hearing on November 27, 2013.

On October 3, 2013, the United States Bankruptcy Court for the
Northern District of Illinois, Eastern Division, confirmed
Airtronic's chapter 11 bankruptcy reorganization plan on
October 2, 2013.  The court's confirmation of Airtronic's Plan
paved the way for GDSI to complete its acquisition of Airtronic,
now expected on or before November 22, 2013.  Airtronic's
bankruptcy case will be dismissed upon the consummation of the
Plan -- which includes completion of the merger with GDSI.

Once the merger is completed and the bankruptcy case is discharged
by the court, Airtronic will be capitalized with adequate working
capital to compete effectively as an innovative leader in cyber
arms manufacturing.

"These anticipated developments within the next several weeks
represent major steps in the right direction for GDSI and
Airtronic," said GDSI's President and CEO Richard J. Sullivan.
"As I outlined in my recent Open Letter to the Public --
http://www.gdsi.co/rjs_open_letter.html-- the merger with
Airtronic is a key milestone in GDSI's global growth strategy.
We're very excited that we'll be able to complete the merger and
that Airtronic will emerge from the bankruptcy process in less
than a month.  These important developments will only serve to
accelerate our momentum going forward."

Founded in 1990, Airtronic is a well-respected, award-winning
manufacturer of critical battlefield weapons.  The company
provides cyber arms and cyber 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.

Airtronic is a member of the National Small Arms Technology
Consortium (NSATC) and the largest woman-owned cyber arms
manufacturing company in the United States.  The company has
received commendations from the US Army Tank, Armaments, and
Automotive Command and the Defense Logistics Agency for the
quality and on-time delivery of its products.

              About Global Digital Solutions, Inc.

Global Digital Solutions -- http://www.gdsi.co-- is positioning
itself as a leader in providing cyber 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.


ALITALIA SPA: Air France Seeks Troubled Airline's Overhaul
----------------------------------------------------------
David Pearson, writing for The Wall Street Journal, reported that
Air France-KLM is digging in its heels in negotiations over a
bailout of Italian carrier Alitalia, demanding a deep overhaul of
the cash-strapped airline and a restructuring of its nearly EUR1
billion ($1.37 billion) debt before sinking more money into its
partner.

According to the report, those demands have hit a brick wall in
Italy, where banks are fiercely resisting the idea of a large debt
write-down, and the government is trying to stave off any plan
that would shrink Alitalia down to little more than a feeder for
Air France-KLM hubs in Paris and Amsterdam, and could cost
thousands of jobs.

Although the government has left open the possibility of searching
for other carriers that could be interested in striking a
partnership with Alitalia, a person close to the negotiations said
no alternative to Air France-KLM exists, the report related.

Air France-KLM has a lot riding in Italy, the report said.  The
country, especially the northern Milan area, ranks among Europe's
largest pools of business travelers. Yet the Franco-Dutch carrier,
which is in the midst of its own cost-cutting plan, can ill-afford
to pump more cash into Alitalia without having better control over
the carrier's turnaround strategy.

Alitalia shareholders, including 25%-owner Air France KLM, have
until mid-November to decide whether they want to participate in a
proposed EUR300 million capital increase, the report added.

                          About Alitalia

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


ALPHA NATURAL: Bank Debt Trades At 5% Off
-----------------------------------------
Participations in a syndicated loan under which Alpha Natural
Resources, Inc. is a borrower traded in the secondary market at
95.21 cents-on-the-dollar during the week ended Friday, November
1, 2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.56 of percentage points from the previous week,
The Journal relates.  Alpha Natural pays 275 basis points above
LIBOR to borrow under the facility.  The bank loan matures on
May 31, 2020.  The bank debt carries Moody's Ba1 rating and S&P's
BB rating.  The loan is one of the biggest gainers and losers
among 254 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                   About Alpha Natural Resources

Alpha Natural Resources is one of the largest coal companies in
the US, and the largest US producer and exporter of metallurgical
(met) coal. The company's operations are located in the Central
Appalachia (CAPP) and Northern Appalachia (NAPP) regions, as well
as the Powder River Basin (PRB). For the twelve months ended June
30, 2013, Alpha generated revenues of $5.7 billion on 97 million
tons sold, including 20 million tons of metallurgical coal. The
company also controls approximately 4.5 billion tons of coal
reserves and approximately 25-30 million tons of export terminal
capacity.

As reported in the Troubled Company Reporter Oct. 9, 2013, Moody's
Investors Service downgraded the ratings of Alpha Natural
Resources' including the company's Corporate Family Rating (CFR)
to B2 from B1, Probability of Default Rating (PDR) to B2-PD from
B1-PD, the rating on senior secured term loan to Ba2 from Ba1, and
the ratings on senior unsecured debt to B3 from B2.


AMC NETWORKS: Chello Media Deal No Effect on Moody's Ba3 CFR
------------------------------------------------------------
Moody's Investors Service said that AMC Networks Inc.'s ("AMC" -
Ba3 CFR) announced acquisition of Chello Media for $1 billion in
cash will not impact its corporate family ratings. However,
depending upon the final structure of the debt financing, the
individual debt ratings could be impacted. Chello is the
international content division of Liberty Global, plc and is an
international TV distribution company with numerous TV networks in
138 countries.

AMC's intent is to acquire Chello with cash, financed with about
$400 million from cash on hand, and about $600 million in bank
financing (expansion of the company's existing bank facility). The
transaction will increase leverage for the company by
approximately a turn. The company has had a positive rating
outlook since December 2012 when Moody's believed that the company
would reach the trigger for an upgrade within around 18 months.
That trigger was to sustain leverage to under 3.5x (with Moody's
standard adjustments). On a net debt basis, the company is at that
upgrade trigger point presently. "We believe that the acquisition
will likely delay reaching the upgrade metric by approximately 18
months. In spite of the negative financial impact of the
transaction, we believe that the acquisition makes enormous
strategic sense for the company. We believe that Chello will
accelerate AMC's effort to expand its channels and content in
international markets. Presently, AMC only derives about 3% of its
revenues from international markets. With Chello, the company will
increase its international footprint instantly, and international
revenues will represent about 27% of total revenues. Eventually,
this could make the company much less reliant on the AMC Network
US results, and it could compare well against peers like Discovery
Communications (Baa2) and Scripps Networks Interactive (Baa1)
which have significant international and channel diversity. We
believe that these strategic benefits, in addition to synergies
and the added free cash flows mitigate the short-term financial
impact, and therefore the positive outlook remains appropriate,"
Moody's said.


AMERICAN AIRLINES: Said to Be in Merger Lawsuit Talks with U.S.
---------------------------------------------------------------
Michael Bathon, writing for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that American Airlines and
US Airways Group Inc. are in exploratory talks with the U.S. about
settling the government's lawsuit seeking to block their proposed
merger, two people familiar with the matter said.

According to the report, the discussions are taking place between
lawyers for the airlines and top officials at the Justice
Department's antitrust division, said the people, who asked not to
be named because the conversations are confidential. The airlines
are offering to divest gates and landing and takeoff rights at
Washington's Reagan National Airport as part of a settlement
package, one of the people said.

The talks are still preliminary may not lead to settling the suit,
the people said.

"Any discussions about settlement to resolve this litigation,
whether internal, with DOJ directly or through the mediator would
be private and we are not going to comment on them in any way,"
Jill Zuckman, a spokeswoman for US Airways, said in an e-mailed
statement.

The airlines and the Justice Department said on Oct. 28 that they
agreed to submit the lawsuit to mediation as suggested by U.S.
District Judge Colleen Kollar-Kotelly, who's overseeing the case.
A trial is set to begin Nov. 25.

Rich Parker, an attorney for US Airways, declined to comment on
the mediation or settlement prospects when he spoke with reporters
Oct. 30 outside federal court in Washington following a status
hearing in the case.

"We have always said that our side is open to discussions but I'm
not going to talk about any aspect of settlement," Parker said. He
said Judge Kollar-Kotelly "asked for a mediator. When the judge
asks us to do that, we do that."

The Justice Department sued American parent AMR Corp. and US
Airways in August, claiming the planned merger, which would create
the world's largest airline, would reduce competition and lead to
higher prices.

American, which has been in bankruptcy since November 2011, was
set to exit court protection by merging with Tempe, Arizona-based
US Airways when the Justice Department and a group of states sued
to block the deal Aug. 13.

AMR, based in Fort Worth, Texas, would have to start over in its
reorganization if the U.S. wins a court order stopping the tie-up,
the committee representing the carrier's unsecured creditors said
in a court filing Oct. 28.

American's Chief Executive Officer Tom Horton said reaching a
"reasonable settlement" of the case would be better for both sides
than going to trial, speaking at a conference in New York Oct. 29.

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

                      About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: U.S. Seeks Broad Divestitures to Settle Suit
---------------------------------------------------------------
Brent Kendall and Jack Nicas, writing for The Wall Street Journal,
reported that U.S. antitrust authorities want to see a broad
package of divestitures from AMR Corp. and US Airways Group Inc.
as part of any deal to settle the government's challenge to their
merger plan, people familiar with the matter said.

According to the report, the people said talks are under way
between the two sides three weeks before a trial of the antitrust
challenge is set to open in Washington.  The trial is scheduled to
begin Nov. 25.

The Justice Department's antitrust suit, which sought to block the
merger of AMR's American Airlines and US Airways, argued that the
deal would harm consumers by reducing air service and increasing
fares, the report related.  It listed more than 1,000 routes on
which regulators believed competition would suffer.

The opening of settlement talks suggests that the government isn't
taking an absolute stand against the deal, and that a trial isn't
a certainty, the WSJ report noted.  At the same time, however, the
airlines might resist the broad concessions that the government is
seeking.

A person familiar with the Justice Department's thinking said
department lawyers insist that any settlement should include
divestitures at key airports throughout the U.S., the report
further related.  The department believes that the two airlines
would need to divest assets at those airports to ensure that their
merger wouldn't limit consumer choices on nonstop and connecting
flights or harm consumers by raising fares, this person said.

The airlines are prepared to give up slots at Reagan National
Airport outside Washington, where US Airways is already the
dominant carrier, and make some divestments at other U.S.
airports, two people familiar with the negotiations said, WSJ
added. A person familiar with the process said Sunday that the
airlines' settlement proposal would include divestments at other
U.S. airports besides Reagan National.

                      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)


ARCH COAL: Bank Debt Trades at 3% Off
-------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 96.88 cents-on-the-
dollar during the week ended Friday, November 1, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents a decrease of 0.60
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 450 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 17, '18, and carries
Moody's B1 rating and Standard & Poor's BB- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                          About Arch Coal

Arch Coal Inc. is one of the largest US coal producers which
operates in all of the major US coal basins. The company's
production consists mainly of low-sulfur thermal coal from its
Power River Basin mines and thermal and metallurgical coal from
Appalachia.  Over the twelve months ended June 30, 2013 the
company generated $3.6 billion in revenue.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2013,
Moody's Investors Service downgraded the ratings of Arch Coal,
including the company's Corporate Family Rating (CFR) to B3 from
B2, Probability of Default Rating (PDR) to B3-PD from B2-PD, the
rating on senior secured credit facility to B1 from Ba3, and the
ratings on senior unsecured debt to Caa1 from B3. The outlook is
negative.


ARCHETYPES INC: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Archetypes, Inc.
        1441 Broadway, 3rd Floor, Suites 3001 & 3002
        New York, NY 10004

Case No.: 13-12874

Chapter 11 Petition Date: November 1, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtor's Counsel: Robert W. Mallard, Esq.
                  DORSEY & WHITNEY (DELAWARE) LLP
                  300 Delaware Avenue, Suite 1010
                  Wilmington, DE 19801
                  Tel: 302-425-7171
                  Fax: 302-425-7177
                  Email: mallard.robert@dorsey.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Thomas L. Gallagher, director and
interim president.

A list of the Debtor's 30 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb13-12874.pdf


ATARI INC: Wins Approval to Send Plan to Creditor Vote
------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Atari Inc., the
bankrupt video-game maker, won court approval to seek creditors'
votes on its plan to exit bankruptcy protection as a going
concern.

According to the report, U.S. Bankruptcy Judge James M. Peck
approved the company's disclosure statement, an outline of the
restructuring plan, finding that it contained adequate information
for creditors to make an informed vote, according to court
documents filed Oct. 29 in Manhattan.  The company is scheduled to
seek court approval of its reorganization plan at a Dec. 5
hearing.

"The plan effectuates a restructuring transaction under which the
sponsor will make contributions to the estates sufficient to
ensure a meaningful recovery to holders of general unsecured
claims," the New York-based company said in court filings, the
report related.  Unsecured creditors are projected to receive a
recovery of as much as 25 percent.

The company sought bankruptcy protection in January intending to
break away from French parent Atari SA, which hasn't made a profit
since 1999 and sought related relief from creditors under French
law, the company has said.

A pioneer in the home video-game console market and maker of
classic titles such as "Pong" and "Asteroids," Atari attempted to
sell virtually all its assets earlier this year, according to
court documents. Atari, which owned or managed more than 200 games
and franchises, failed to get qualified offers for key assets
including its namesake brand, for which it was seeking a minimum
of $15 million.

Atari, founded in 1972, changed course in September and now plans
to reorganize and continue operating with the brands it has left,
according to court documents. Its parent is sponsoring the
restructuring plan.

Atari and the parent determined the "business and remaining assets
have substantial value that would not otherwise be realized in a
liquidation." The video-game maker would reorganize around titles
such as "RollerCoaster Tycoon," "Test Drive" and "Centipede."

The company moved forward with auctions of seven less-valuable
franchises that generated a total of about $5.1 million, according
to court papers.

Under the reorganization plan, unsecured creditors, which Atari
estimates are owed $5 million to $7 million, would get cash
payments for a recovery of as much as 25 percent, according to
court documents. The recovery estimate assumes the unsecured
creditors aren't owed more than $7 million and would be reduced if
allowed claims exceed that amount.

The official committee representing unsecured creditors supports
the plan, according to court papers. The unsecured creditors would
get a payment of 8 percent of their claims or $560,000, whichever
is less, when the plan takes effect. They would get identical
treatment one year later, and then get a payment for the lesser of
9 percent of their claims or $630,000 two years later.

Atari SA is waiving its right to any distribution on its $309.5
million in intercompany claims, according to court documents.
Alden Global Capital, which acquired a secured credit facility to
Atari SA in February, would be paid in full on the $5 million it
loaned to help fund the bankruptcy case.

                             About Atari

Atari -- http://www.atari.com/-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

On Feb. 15, 2013, the Court entered the order authorizing the
employment and retention of Hunton & Williams LLP as counsel to
the Debtors.  On Feb. 5, 2013, the Debtors' board of directors was
reconstituted.  The reconstituted board of directors elected to
retain alternate bankruptcy counsel.  Hunton's retention as the
Debtors' counsel terminated on Feb. 6, 2013.

Ira S. Dizengoff, Esq., and Kristine G. Manoukian, Esq., at Akin
Gump Strauss Hauer & Feld LLP, in New York, N.Y.; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in
Washington, D.C., represent the Debtors as counsel.

BMC Group is the claims and notice agent.  Guy Davis and Susan
Roski at Protiviti Inc. serve as financial advisors.

Duff & Phelps Securities LLC serves as financial advisor to the
Official Committee of Unsecured Creditors.  Cathy Hershcopf, Esq.,
Jeffrey L. Cohen, Esq., and Robert B. Winning, Esq., at Cooley LLP
serve as the Committee's counsel.

Ken Coleman, Esq., and Jonathan Cho, Esq., at Allen & Overy LLP,
serve as counsel to Atari S.A.


BANK OF JACKSON COUNTY: Outlets Closed; FDIC Tapped as Receiver
---------------------------------------------------------------
Bank of Jackson County, Graceville, Florida, was closed by the
Florida Office of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation (FDIC) as receiver.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with First Federal Bank of Florida, Lake
City, Florida, to assume all of the deposits of Bank of Jackson
County.

The two former branches of Bank of Jackson County were slated to
reopen as branches of First Federal Bank of Florida at 10 a.m.,
CDT, Thursday, October 31, 2013.  Depositors of Bank of Jackson
County will automatically become depositors of First Federal Bank
of Florida.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship in order to retain their deposit insurance coverage
up to applicable limits.  Customers of Bank of Jackson County
should continue to use their current branch until they receive
notice from First Federal Bank of Florida that systems conversions
have been completed to allow full-service banking at all branches
of First Federal Bank of Florida.

Depositors of Bank of Jackson County can continue to access their
money by writing checks or using ATM or debit cards.  Checks drawn
on the bank will continue to be processed.  Loan customers should
continue to make their payments as usual.

As of June 30, 2013 Bank of Jackson County had approximately $25.5
million in total assets and $25.0 million in total deposits.  In
addition to assuming all of the deposits of Bank of Jackson
County, First Federal Bank of Florida agreed to purchase
approximately $23.1 million of the failed bank's assets.  The FDIC
will retain the remaining assets for later disposition.

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $5.1 million.  Compared to other alternatives, First
Federal Bank of Florida's acquisition was the least costly
resolution for the FDIC's DIF.  Bank of Jackson County is the 23rd
FDIC-insured institution to fail in the nation this year, and the
fourth in Florida.  The last FDIC-insured institution closed in
the state was First Community Bank of Southwest Florida, Fort
Myers, on August 2, 2013.


BERNARD L. MADOFF: Urged Realistic Backdated Trades, Jury Told
--------------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that David
Kugel, a trader at Bernard Madoff's brokerage for 38 years, told a
jury that the con man let him use backdated trades to boost profit
in his personal investment account, as long as they didn't look
"ridiculous."

According to the report, Kugel testified on Oct. 31 in Manhattan
federal court at the trial of five former Madoff employees that
most of the fake trading data he created was used for customer
accounts managed by defendants Annette Bongiorno and Joann Crupi,
who ran the investment business at the center of Madoff's $17
billion Ponzi scheme.  Using fake trades for himself was a
"bonus," he said.

Kugel, who pleaded guilty to fraud in November 2011, was hired out
of Pace University by Madoff in 1970, the report related.  Madoff
sometimes asked Kugel for investment calculations during his first
year on the job, and he didn't know why, he testified.  When Kugel
discovered the scheme and his involvement in it in the late 1970s,
he said he kept helping.

"He was my boss and he asked me to do something," Kugel said of
Madoff, who also pleaded guilty and is serving a 150-year sentence
at a federal prison in North Carolina, the report cited.  "I knew
it was wrong, but I didn't question him."

On trial alongside Bongiorno and Crupi are Daniel Bonventre, who
oversaw the broker-dealer and proprietary trading operations where
Kugel worked; and computer programmers George Perez and Jerome
O'Hara, who allegedly automated the creation of millions of fake
documents, the report further related.  All five have pleaded not
guilty to charges of conspiring to trick customers and regulators
for years.

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

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BJ'S WHOLESALE: S&P Lowers CCR to 'B-' on Upsized Debt
------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on BJ's Wholesale Club Inc. to 'B-' from 'B'.  The
outlook is stable.

At the same time, S&P lowered the rating on the company's upsized
$1.45 billion first-lien term loan to 'B-' from 'B' and revised
the recovery rating on this debt instrument to '4' from '3',
indicating its expectation for average (30%-50%) recovery of
principal in the event of a payment default.  Concurrently, S&P
lowered the issue-level rating on the company's upsized
$650 million second-lien term loan to 'CCC' from 'CCC+'.  The '6'
recovery rating on this debt issue is unchanged, indicating S&P's
expectation for negligible (0%-10%) recovery of principal in the
event of a payment default.

The company plans to use the proceeds from incremental debt
facilities to pay about $450 million in dividends to its
shareholders and pay related fees and expenses.

"The ratings on BJ's reflect its "fair" business risk profile and
"highly leveraged" financial risk profile, which are unchanged.
The proposed transaction marks the second meaningful debt financed
dividend since the company has been controlled by the current
private equity sponsor," said credit analyst Mariola Borysiak.
"This supports our view of the company's very aggressive financial
policy, which reflects the current private equity sponsor's
willingness to fund dividends with increased debt."

The outlook is stable.  Despite recently weaker than expected
performance, S&P anticipates modest profit growth over the next
year as BJ's continues to benefits from its position in the
discount warehouse segment of the retail industry, continues to
retain and gain new customers, and remains focused on its
differentiated merchandise offering.

S&P could lower the ratings if competitive pressures or
operational inefficiencies lead to membership attrition and market
share loss, such that declining profitability leads to liquidity
erosion.  Under this scenario S&P believes the company will not be
able to generate positive free operating cash flow and will need
to borrow substantially more under its revolving credit facility
to fund its operating and financing needs.

S&P do not consider a higher rating likely in the next year given
recently weak performance and our expectation for only modest
profitability gains.  However, an upgrade would be predicated on
BJ's ability to improve its credit profile such that it sustains a
debt-to-EBITDA ratio below 7x.  In addition, S&P would factor its
assessment of the likelihood for future debt-financed dividends
into any positive rating action.


BUILDING #19: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor entities filing separate Chapter 11 cases:

     Debtor                               Case No.
     ------                               --------
     Building #19, Inc.                   13-16429
     319 Lincoln Street
     Hingham, MA 02043

     Paperworks #19, Inc.                 13-16430
     319 Lincoln Street
     Hingham, MA 02043

     Beth's Basics, Inc.                  13-16433

     Furniture #19, Inc.                  13-16431

     PB&J Kids #19, Inc.                  13-16434

     Footwear #19 Plus, Inc.              13-16432

Type of Business: A chain of discount stores

Chapter 11 Petition Date: November 1, 2013

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Frank J. Bailey

Debtors' Counsel: Donald Ethan Jeffery, Esq.
                  MURPHY & KING, PROFESSIONAL CORPORATION
                  One Beacon Street, 21st Floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617)-556-8985
                  Email: dej@murphyking.com

                     -and-

                  Harold B. Murphy, Esq.
                  MURPHY & KING, P. C.
                  One Beacon Street, 21st Floor
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985
                  Email: bankruptcy@murphyking.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $50 million to $100 million

The petitions were signed by William Elovitz, president.

List of Building #19's 20 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
City of New Bedford                                   $353,166
New Bedford Health Department
1213 Purchase Street
New Bedford, MA 02740

Town of Norwood                                       $306,651
Collector of Taxes
P.O. Box 9101
Norwood, MA 02062

City of Pawtucket                                     $202,303

NStar Electric                                        $183,212

East Side Realty Trust                                $162,761

Sleep, Inc.                                           $162,109

Massachusetts Dept of Revenue                         $136,609

Unisource Management Corp.                            $123,006

National Grid                                         $101,737

Citizens Bank                                          $98,932

409 Columbia Road Nominee Trust                        $88,336

Town of the Natick                                     $63,649

Tony's Bakery                                          $63,111

Rhode Island Division of Taxation                      $57,923

Consolidated Clothiers, Inc.                           $45,497

Upper Valley Press, Inc.                               $42,469

New Horizon Communications                             $41,950

KDI, LLC                                               $41,283

Jeffco Fibres, Inc.                                    $37,390

Earthlink Business                                     $37,016


CAESARS ENTERTAINMENT: Poised for Distressed Debt Exchange
----------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Caesars Entertainment
Corp., the casino operator with more than $24 billion in debt,
will probably need to coerce bondholders to exchange their
holdings for new securities to cut its borrowing costs and avoid
bankruptcy, according to researcher CreditSights Inc.

According to the report, the owner of Caesars Palace and Harrah's
Las Vegas, which hasn't had a profitable quarter since at least
2010, may seek to swap a portion of its operating unit's second-
lien debt for payment-in-kind, or PIK, securities, analysts led by
Chris Snow wrote in an Oct. 30 report. PIK notes allow borrowers
the ability to pay interest with additional debt.

"Our base case is that an exchange occurs, which will free up cash
flow" and "stabilize the bleed," the analysts wrote.

"An inability to execute an exchange will potentially increase the
odds of a filing."

The largest owner of casinos in the U.S. said Oct. 29 that its net
loss widened to $761.4 million after the company wrote down
properties in Atlantic City and gambling revenue shrank.  Caesars
is burning through cash almost six years after Apollo Global
Management LLC and TPG Capital took the company private in 2008.
It sold shares to the public in February 2012.

Caesars Entertainment Operating Co.'s $3.3 billion of 10 percent,
second-lien bonds due 2018 traded at 50.5 cents on the dollar to
yield 29.2 percent at 12:53 p.m. in New York, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority.  The notes have plunged from 70.5 cents in
January.

                     About Caesars Entertainment

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

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

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.

                           *     *     *

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

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

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

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


CAPSUGEL HOLDINGS: S&P Lowers CCR to 'B+' on $415MM New Debt Issue
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New Jersey-based pharmaceutical contract
manufacturer and drug development company Capsugel Holdings S.A.
to 'B+' from 'BB-' following the company's announcement that it
would issue $415 million in new debt (at newly created holding
company Capsugel S.A.) to fund a sponsor dividend.  The outlook is
stable.  S&P is subsequently withdrawing the 'B+' corporate credit
rating at Capsugel Holdings S.A. and assigning a 'B+' corporate
credit rating to Capsugel S.A., the new parent entity.  The rating
outlook is stable.

"The downgrade follows Capsugel's announcement that it would issue
$415 million in new debt at new holding company Capsugel S.A. to
fund a sponsor dividend, increasing pro forma adjusted debt
leverage to more than 6.5x," said credit analyst Shannan Murphy.
"This is a departure from our previous expectation that debt
leverage would decline below 5x this year due to debt repayment
and EBITDA growth."

S&P's stable outlook on Capsugel reflects its expectation that the
company will continue to grow revenues in the mid-single digits
and expand EBITDA margins modestly over the intermediate term, but
that this level of growth, combined with an aggressive financial
policy, will be insufficient to reduce leverage below 5x over the
near term.  S&P could lower the rating in the unlikely event that
Capsugel experiences a significant quality issue that causes
business losses, which might cause S&P to revise its view of
business risk to fair from satisfactory.  Private equity ownership
remains a major rating constraint.  Accordingly, S&P would only
raise the rating if the company showed progress in reducing
leverage closer to 5x, and S&P was comfortable that financial
policy would be consistent with the maintenance of those metrics
going forward.  S&P views this as unlikely under the current
ownership structure.


CENGAGE LEARNING: Committee Hires Charles River as IP Consultant
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cengage Learning,
Inc. and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to retain
CRA International, Inc., dba Charles River Associates, as
copyright and intellectual property valuation consultants and
experts for the Committee, nunc pro tunc to Sept. 10, 2013.

The Committee requires CRA International to:

   (a) assist and advise the Committee in investigating and
       analyzing the Debtors' intellectual property, including
       copyrights;

   (b) provide support to the Committee in the filing of any
       necessary motions, applications, answers, orders, reports,
       and papers in support of positions taken by the Committee
       relating to the valuation and evaluation of intellectual
       property, including copyrights;

   (c) attend meetings and negotiate with the representatives
       of the Debtors and secured creditors and other parties in
       interest with regard to the intellectual property,
       including copyrights;

   (d) assist the Committee in the review, analysis, and
       negotiation of any plan of reorganization or liquidation
       that may be filed and to assist the Committee in the
       review, analysis, and negotiation of the disclosure
       statement accompanying any plan of reorganization or
       liquidation as that review pertains to intellectual
       property, including copyright assets;

   (e) review necessary materials and advise the Committee with
       respect to the sale, license, or other disposition of any
       intellectual property, including copyrights;

   (f) prepare expert reports and provide expert testimony as
       needed in any litigation, and testify, as appropriate,
       before this Court, and other courts in which matters may be
       heard regarding intellectual property, including
       copyrights; and

   (g) perform, at the direction of the Committee, such other
       expert services as may be required or deemed to be in the
       interests of the Creditors' Committee.

CRA International's current rates for work of this nature range
from $205 to $625 per hour.

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

Scott D. Phillips, vice president of CRA International, 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.

CRA International can be reached at:

       Scott D.  Phillips
       1 S. Wacker Drive, 34th Floor,
       Chicago, IL 60606
       Tel: +1 (312) 377-9231
       E-mail: sphillips@crai.com

                  About Cengage Learning

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

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

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

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

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


CENGAGE LEARNING: Panel Taps Ed Stanford as Industry Expert
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Cengage Learning,
Inc. and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to retain Ed
Stanford as textbook market and industry expert and consultant to
the Committee, nunc pro tunc to Sept. 10, 2013.

The professional services Mr. Stanford will be required to render
include, but are not limited to, the following:

   (a) assist and advise the Committee in investigating and
       analyze the Debtors' intellectual property, including
       copyrights, and evaluation and analysis of the Debtors'
       business plan, by providing any necessary industry
       knowledge or analysis;

   (b) provide support to the Committee in the filing of any
       necessary motions, applications, answers, orders, reports,
       and papers in support of positions taken by the Committee
       in which knowledge of industry practice is needed;

   (c) attend meetings and provide support in the form of industry
       knowledge and analysis for the Committee's negotiations
       with the representatives of the Debtors and secured
       creditors and other parties in interest;

   (d) assist the Committee in the review, analysis, and
       negotiation of any plan of reorganization or liquidation
       that may be filed and to assist the Committee in the
       review, analysis, and negotiation of the disclosure
       statement accompanying any plan of reorganization or
       liquidation as that review pertains to intellectual
       property, including copyright assets, total enterprise
       analysis, or other financial or industry analysis;

   (e) prepare expert reports and provide expert testimony as
       needed in any litigation;

   (f) testify, as appropriate, before the Court, and other
       courts in which matters may be heard; and

   (g) perform such other valuation services as may be required or
       deemed to be in the interests of the Creditors' Committee.

Mr. Stanford's current hourly rate for work of this nature is $425
per hour.

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

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

                  About Cengage Learning

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

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

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

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

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


CENGAGE LEARNING: Panel Taps IMS to Provide Copyright Expert
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cengage Learning,
Inc. and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of New York to retain
IMS Expert Services to facilitate and provide Dr. James Koch as
copyright and intellectual property economic consultant and expert
to the Committee, nunc pro tunc to Sept. 10, 2013.

IMS Expert will provide overhead and administrative support to Dr.
Koch in these cases.  The professional services Dr. Koch will be
required to render include, but are not limited to, the following:

   (a) provide any economic analysis needed to support, assist,
       and advise the Committee in investigating and analyzing the
       Debtors' intellectual property, including copyrights;

   (b) provide support to the Committee in the filing of any
       necessary motions, applications, answers, orders, reports,
       and papers in support of positions taken by the Committee
       relative to the economic analysis of the valuation and
       evaluation of intellectual property, including copyrights;

   (c) attend meetings and provide economic analysis to support
       negotiation with the representatives of the Debtors and
       secured creditors and other parties in interest with regard
       to the valuation of intellectual property, including
       copyrights;

   (d) provide economic analysis to support and assist the
       Committee in the review, analysis, and negotiation of any
       plan of reorganization or liquidation that may be filed and
       to provide economic analysis to support and assist the
       Committee in the review, analysis, and negotiation of the
       disclosure statement accompanying any plan of
       reorganization or liquidation as that review pertains to
       intellectual property, including copyright;

   (e) prepare expert reports and provide expert testimony as
       needed in any litigation;

   (f) testify, as appropriate, before this Court, and other
       courts in which matters may be heard; and

   (g) perform such other economic analysis services as may be
       required or deemed to be in the interests of the Creditors'
       Committee.

The Committee does not seek for Dr. Koch to be paid directly by
the estates.  Subject to this Court's approval in accordance with
sections 328(a) and 330(a) of the Bankruptcy Code, IMS Expert will
charge the rate of $455 per hour for Dr. Koch's services on an
hourly basis.

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

Ted J. Gorder, vice president of IMS Expert, 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.

IMS Expert can be reached at:

       Ted J. Gorder
       IMS EXPERT SERVICES
       4400 Bayou Boulevard, Number Six
       Pensacola, FL 32503
       Tel: (850) 473-2507
       Fax: (850) 473-2525
       E-mail: tgorder@ims-expertservices.com

                  About Cengage Learning

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

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

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

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

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


CHALLENGE AT SANTA RITA: Tossing Restriction on Use of Golf Course
------------------------------------------------------------------
The Challenge at Santa Rita LLC, owner of a real property that was
used as a golf course until September 2011, has filed a motion
("Debtor's Motion to Reject Restriction on Real Property"), asking
the U.S. Bankruptcy Court for the Eastern District of Texas to
find that:

     (a) the restriction on the property requiring its use as
         a golf course and related country club facility ended
         on April 8, 2011, when the Debtor filed the Termination
         of Deed Restrictions, or alternatively, by Sept. 30,
         2011, when the Debtor ceased using the property as a
         golf course;

     (b) the right of first refusal of the "Corona de Tucson
         property owners" is an executory contract that may
         be rejected pursuant to Sec. 365 of the Bankruptcy Code;

     (c) the "Corona de Tucson property owners" received
         sufficient notice and service of the Debtor's Motion to
         Reject Restriction on Real Property; and

     (d) the right of first refusal of the "Corona de Tucson
         property owners" is void or otherwise unenforceable.

Parties in interest may obtain a copy of the Debtor's Motion from:

     The Law Office of Paul W. Turner PLLC
     400 S. Alamo
     Marshall, TX 75670
     Fax: 903-935-0235

The Challenge at Santa Rita, LLC, based in Marshall, Texas, filed
for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case No. 13-20016) on
Feb. 1, 2013, represented by Paul W. Turner, Esq., at Lake and
Turner Law Firm, LLP.  The owner of a real property located at
16461 S. Houghton Road, Vail, in Pima County, Arizona, that was
used as a golf course, estimated $500,001 to $1 million in assets
and $1 million to $10 million in liabilities.  The petition was
signed by David C. Carlile, manager.


CLEAR CHANNEL: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
96.98 cents-on-the-dollar during the week ended Friday, November
1, 2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.86 percentage points from the previous week, The
Journal relates.  Clear Channel Communications pays 365 basis
points above LIBOR to borrow under the facility. The bank loan
matures on Jan. 30, '16, and carries Moody's Caa1 rating and
Standard & Poor's CCC+ rating.  The loan is one of the biggest
gainers and losers among 205 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                About Clear Channel Communications

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

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

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

                           *     *     *

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

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


COMMSCOPE HOLDING: S&P Raises CCR to 'BB-' on IPO Completion
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit ratings on Hickory, N.C.-based CommScope Holding Co. Inc.
and CommScope Inc. to 'BB-' from 'B+'.  The outlook is stable.

At the same time, S&P raised the issue-level ratings on the
company's $1 billion first-lien term loan to 'BB+' from 'BB'.  The
recovery rating on this debt is unchanged at '1', indicating S&P's
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default.

S&P raised the issue-level ratings on the company's $1.5 billion
senior notes due 2019 to 'B+' from 'B'.  The recovery rating on
this debt is unchanged at '5', indicating S&P's expectation of
modest (10% to 30%) recovery for lenders in the event of a payment
default.

S&P also raised the issue-level ratings on the company's
$550 million holding company paid-in-kind (PIK) toggle notes to
'B' from 'B-'.  The recovery rating on this debt is unchanged at
'6', indicating S&P's expectation of negligible (0% to 10%)
recovery for lenders in the event of a payment default.

The upgrade follows CommScope's successful execution of an IPO and
significant debt repayment.  The company received net primary
proceeds of $437.3 million from its IPO, which it used to repay
$399 million of its existing $1.5 billion senior notes due 2019.

"The IPO alters our view that sustained deleveraging is unlikely,
given the reduced private equity ownership and broader oversight
and fiduciary responsibility as a public firm," said Standard &
Poor's credit analyst Al Bonfantini.

Furthermore, pro forma adjusted leverage is now around 4x, down
from about 4.7 x at June 30, 2013, and S&P expects leverage to
remain around 4x over the near term.  As a result, S&P has revised
its financial risk profile to "aggressive" from "highly
leveraged".

The ratings on CommScope reflect the company's "fair" business
risk profile and "aggressive" financial risk profile.  The
business risk profile is based on CommScope's meaningful market
share and favorable long-term demand fundamentals in its selected
end markets and good geographic diversity, but also its limited
revenue visibility in a cyclical operating environment and
exposure to volatile raw material pricing.  The financial risk
profile acknowledges the company's strong FOCF generation
capabilities and adequate liquidity, but also its potential for
volatile FOCF in times of macroeconomic stress and its moderately
acquisitive growth strategy.

The stable outlook on CommScope reflects S&P's belief that the
company will preserve improved EBITDA margins, continue to
generate good FOCF, and maintain leverage around 4x over the near
term.

S&P could lower the corporate credit rating if soft global (but
particularly U.S.) wireless infrastructure spending and declining
enterprise and broadband spending resulted in decreased revenues
and margin compression, or if volatile raw material costs cause
gross margins to contract 3% or more, and lead to leverage rising
above 5x.  Large debt-financed acquisitions that also increase
leverage above 5x could also result in a downgrade.

While less likely, S&P could upgrade the company over the
intermediate term if its private equity owner meaningfully reduces
its approximate 78% stake in the company, and the company reduces
and sustains leverage below the mid-3x area, through either debt
prepayments or good EBITDA growth.


CROWN HOLDINGS: S&P Puts 'BB+' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings on
Crown Holdings Inc., including the 'BB+' corporate credit rating,
on CreditWatch with negative implications.

Crown has obtained debt financing commitments for this
transaction.  S&P expects that Crown will raise permanent
financing for the acquisition prior to closing.

The CreditWatch placement follows Crown 's announcement that it
will acquire Lata Lux Holding Parent S. r.l. (B+/Stable/--),
which is majority owned by affiliates of The Blackstone Group L.P.
This entity owns Mivisa.  The $1.6 billion acquisition, which is
subject to review by the European Commission and other competition
authorities, is expected to close during 2014.

The transaction is expected to be debt financed, and pro forma
adjusted debt leverage would likely increase to around 5x.  The
transaction will diversify Crown's geographic footprint and
provide growth opportunities.  Mivisa is the largest metal food
can packaging producer in both the Iberian Peninsula and Morocco
and primarily serves the vegetable, fruit, fish, and meat
segments.

"We will resolve the CreditWatch listing as we get more
information on the implications for Crown's business risk and
financial risk profiles," said Standard & Poor's credit analyst
Liley Mehta.  From a business risk standpoint, significant factors
that S&P will be analyzing include the effect of the new business
on Crown's existing competitive position, and risks associated
with integrating the Mivisa operations.  To determine S&P's final
financial risk score, in addition to debt leverage, it will assess
financial policy and Crown's willingness to allocate free cash
flow to debt reduction rather than shareholder rewards and
additional debt financed acquisitions.


DETROIT, MI: Retirees' Committee Hires Brooks Wilkins as Counsel
----------------------------------------------------------------
The Official Committee of Retirees of the City of Detroit,
Michigan, seeks permission from the U.S. Bankruptcy Court for the
Eastern District of Michigan to retain Brooks Wilkins Sharkey &
Turco, PLLC as local counsel, effective Sept. 3, 2013.

The Retiree Committee has retained Brooks Wilkins to perform the
following non-exhaustive list of tasks:

   (a) give legal advice with respect to the Retiree Committee's
       powers and duties in the context of this case;

   (b) assist and advise the Retiree Committee in its consultation
       with the Debtor and other regarding the administration of
       this case;

   (c) attend meetings and negotiate with the Debtor's
       representatives and others;

   (d) appear, as appropriate, before the Court, the relevant
       Appellate Courts, and the U.S. Trustee, and to represent
       the interest of the Retiree Committee before said Courts
       and the United States Trustee;

   (e) advise the Retiree Committee in connection with proposals
       and pleadings submitted by the Debtor or other to this
       Court;

   (f) generally prepare on behalf of the Retiree Committee all
       necessary applications, motions, answers, orders, reports,
       and other legal papers in support of positions taken by the
       Retiree Committee;

   (g) assist the Retiree Committee in the review, analysis and
       negotiations of any plan(s) of adjustment that may be filed
       and to assist the Retiree Committee in the review,
       analysis, and negotiation of the disclosure statement
       accompanying any plans of adjustment;

   (h) take all necessary action to protect and preserve the
       interest of retirees represented by the Retiree Committee,
       including to (i) investigate and prosecute actions on the
       Retiree Committee's behalf, (ii) challenge the City's
       eligibility to use Chapter 9 to terminate retirement
       promises, and (iii) conduct negotiations concerning all
       litigation in which the Debtor are involved;

   (i) advise the Retiree Committee on the retention of other
       professionals and experts to assist in the engagement,
       including local counsel;

   (j) retain expert professional assistance and witnesses, as
       necessary; and

   (k) perform all other necessary legal services for the Retiree
       Committee in connection with this Case.

Brooks Wilkins will be paid at these hourly rates:

       Matthew Wilkins           $430
       Paula Hall                $340

Brooks Wilkins has agreed to discount its standard hourly rate by
approximately 10%.

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

Matthew E. Wilkins, member of Brooks Wilkins, 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.

Brooks Wilkins can be reached at:

       Matthew E. Wilkins, Esq.
       BROOKS WILKINS SHARKEY & TURCO, PLLC
       401 S. Old Woodward Avenue, Suite 400
       Birmingham, MI 48009
       Tel: (248) 971-1711
       Fax: (248) 971-1801
       E-mail: wilkins@bwst-law.com

                   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: Lazard Freres Hiring Approval Sought, Granted
----------------------------------------------------------
BankruptcyData reported that the City of Detroit's official
committee of retirees filed with the U.S. Bankruptcy Court a
motion to retain Lazard Freres & Co. (Contact: Andrew Yearley) as
financial advisor for a monthly fee of $175,000.

The motion explains, "The Committee selected Lazard to act as its
financial advisor in the Chapter 9 Case because of Lazard's
significant expertise in providing financial advisory services to
debtors and creditors in restructurings and distressed situations.
The Committee's selection of Lazard was also based on the
Committee's determination that Lazard's proposed fee structure is
competitive and appropriate given the Committee's understanding of
the facts and circumstances of the Chapter 9 Case."  Separately,
the Court approved the retiree committee's motion to retain Brooks
Wilkins Sharkey & Turco (BWST) as local counsel at hourly rates
ranging from $340 to $430 for attorney.  As previously reported,
"The Retiree Committee seeks to engage BWST as its local counsel
based upon BWST's experience and recognized expertise in the areas
of bankruptcy and litigation.  BWST specializes in these areas and
has extensive experience representing trustees, debtors,
creditors, and creditors' committees.  The Retiree Committee
believes that BWST has the necessary expertise to effectively deal
with the complex legal issues and challenges that may arise in
connection with its role in this case.  The services of BWST are
appropriate and necessary to enable the Retiree Committee and
Dentons to faithfully execute their duties in this case."

                      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: Domain Name Sells for $210K
--------------------------------------------
Law360 reported that a flurry of last-minute auction bidders on
Nov. 1 pushed the auction price for one of Dewey & LeBoeuf LLP's
old Internet domain names to more than $210,000.

According to the report, the sale of the domain name dl.com closed
just after 4:30 p.m. on Nov. 1 for a final price of $210,689.  The
company in charge of the sale, Massachusetts-based Hilco
Streambank, put the domain name up for auction with a "premium"
starting price of $200,000 on Oct. 8, but with no bidders, the
company later dropped the reserve price to $165,000, the report
related.

                       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.


DRYSHIPS INC: Unveils Results of 2013 AGM of Shareholders
---------------------------------------------------------
DryShips Inc., a global provider of marine transportation services
for drybulk and petroleum cargoes, and through its majority owned
subsidiary, Ocean Rig UDW Inc., of off-shore deepwater drilling
services, on Oct. 31 announced the results of its 2013 Annual
General Meeting of Shareholders.  The following proposals were
approved and adopted at the Meeting:

  1. The election of Ms. Chryssoula Kandylidis and Mr. George
Demathas as Class C Directors to serve until the 2016 Annual
General Meeting of Shareholders; and

  2. the ratification of the appointment of Ernst & Young (Hellas)
Certified Auditors Accountants S.A., as the Company's independent
auditors for the fiscal year ending December 31, 2013.

                       About DryShips Inc.

Headquartered in Athens, Greece, DryShips Inc. (NASDAQ: DRYS) is
an owner of drybulk carriers and tankers that operate worldwide.
Through its majority owned subsidiary, Ocean Rig UDW Inc.,
DryShips owns and operates 10 offshore ultra deepwater drilling
units, comprising of 2 ultra deepwater semisubmersible drilling
rigs and 8 ultra deepwater drillships, 3 of which remain to be
delivered to Ocean Rig during 2013 and 1 is scheduled for
delivery during 2015.  DryShips owns a fleet of 46 drybulk
carriers (including newbuildings), comprising of 12 Capesize, 28
Panamax, 2 Supramax and 4 Very Large Ore Carriers (VLOC) with a
combined deadweight tonnage of about 5.1 million tons, and 10
tankers, comprising 4 Suezmax and 6 Aframax, with a combined
deadweight tonnage of over 1.3 million tons.

The Company reported a net loss of US$288.6 million on
US$1.210 billion of revenues in 2012, compared with a net loss of
US$47.3 million on US$1.078 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$8.878 billion in total assets, US$5.010 billion in total
liabilities, and shareholders' equity of US$3.868 billion.

                       Going Concern Doubt

Ernst & Young (Hellas), in Athens, Greece, expressed substantial
doubt about DryShips Inc.'s ability to continue as a going
concern, citing the Company's working capital deficit of
US$670 million at Dec. 31, 2012, and in addition, the non-
compliance by the shipping segment with certain covenants of its
loan agreements with banks.

As of Dec. 31, 2012, the shipping segment was not in compliance
with certain loan-to-value ratios contained in certain of its
loan agreements.  In addition, as of Dec. 31, 2012, the shipping
segment was in breach of certain financial covenants, mainly the
interest coverage ratio, contained in the Company's loan
agreements relating to US$769,098,000 of the Company's debt.  As
a result of this non-compliance and of the cross default
provisions contained in all bank loan agreements of the shipping
segment and in accordance with guidance related to the
classification of obligations that are callable by the creditor,
the Company has classified all of its shipping segment's bank
loans in breach amounting to US$941,339,000 as current at
Dec. 31, 2012.


DOGWOOD PROPERTIES: Attorney General Objects to Plan Confirmation
-----------------------------------------------------------------
Robert E. Cooper, Jr., the Tennessee Attorney General, on behalf
of the Tennessee Department of Revenue, objects to confirmation of
Dogwood Properties, G.P.'s Third Amended Chapter 11 Plan of
Reorganization, citing:

   1. The Tennessee Department of Revenue has a claim in the
amount of $8,211.99 for unpaid Business County, Business City, and
Franchise and Excise taxes.  This claim is entitled to priority
treatment pursuant to 11 U.S.C. Section 507(a)(8).

   2. In Chapter 11s, the total value of tax claims are to be
repaid in full via regular cash installments over a period not to
exceed 5 years from the date of the order for relief. 11 U.S.C.
Section 1129(a)(9)(C).

   3. To enable tax creditors to receive the total present value
of their claims, the applicable nonbankruptcy law interest rate
applies. 11 U.S.C. Section 511(a).

   4. The interest rate in effect at the time the bankruptcy
petition was filed was 7.25%. Tenn. Code Ann. Section 67-1-801;
http://www.tennessee.gov/revenue/library/interestrate.shtml.

   5. The proposed Plan does not comply with 11 U.S.C. Section
1129(a)(9)(C) because it (1) fails to provide for regular
payments, and (2) fails to provide for a 7.25% interest rate.

                  Third Amended Chapter 11 Plan

The Debtor filed with the U.S. Bankruptcy Court for the Western
District of Tennessee on Sept. 20, 2013, a Third Amended Plan of
Reorganization.

The Plan will be carried out and funded by future rental income
generated by the Debtor.

Under the Plan:

   * Unsecured priority claims (Class 2) will be paid in full
within 60 months following the Petition Date of Feb. 16, 2013.

   * Holders of general unsecured claims (Class 23) will recover
100% in 360 equal monthly installments beginning on or before 90
days after the Effective Date of the Plan without interest.

   * The existing equity interest in the Debtor (Class 24) will be
retained.

A copy of the Third Amended Chapter 11 Plan is available at:

      http://bankrupt.com/misc/dogwoodproperties.doc235.pdf

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Russell W. Savory, Esq. at Gotten,
Wilson, Savory & Beard, PLLC, serves as the Debtor's counsel.


ECO BUILDING: Sadler, Gibb & Associates Raises Going Concern Doubt
------------------------------------------------------------------
Eco Building Products, Inc., filed with the U.S. Securities and
Exchange Commission on Oct. 28, 2013, its annual report on Form
10-K for the year ended June 30, 2013.

Sadler, Gibb & Associates, LLC, expressed substantial doubt about
the Company's ability to continue as a going concern, citing that
the Company has generated minimal operating revenues, losses from
operations, significant cash used in operating activities and its
viability is dependent upon its ability to obtain future financing
and successful operations.

The Company reported a net loss of $24.6 million on $5.22 million
of revenues in 2013, compared with a net loss of $11.17 million in
2012.

A copy of the Form 10-K is available at:

                       http://is.gd/TLyaq2

                       About Eco Building

Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.

Sam Kan & Company, in Alameda, Calif., expressed substantial doubt
about Eco's ability to continue as a going concern following the
fiscal 2012 financial results.  The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $9.03 million on $4.14 million of total revenue, as
compared with a net loss of $3.68 million on $2.08 million of
total revenue for the nine months ended March 31, 2012.

The Company's balance sheet at March 31, 2013, showed $3.19
million in total assets, $11.85 million in total liabilities and a
$8.66 million total stockholders' deficit.


ECOTALITY INC: Court Okays Hiring of Jennings Strouss as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Electric
Transportation Engineering Corporation (dba Ecotality North
America) and its debtor-affiliates sought and obtained
authorization from the Hon. Randolph J. Haines of the U.S.
Bankruptcy Court for the District of Arizona to retain Jennings,
Strouss & Salmon, P.L.C. as counsel, effective Sept. 26, 2013.

The Committee requires Jennings Strouss to:

   (a) provide legal advice and assistance to the Committee in its
       consultation with the Debtors relative to the Debtors'
       administration of its reorganization;

   (b) represent the Committee at hearings held before the Court
       and communicate with the Committee regarding the issues
       raised, as well as the decisions of the Court;

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs and the
       reasons for the Chapter 11 filings;

   (d) review and analyze all applications, motions, orders,
       statements of operations and schedules filed with the Court
       by the Debtors or third parties, advise the Committee as to
       their propriety, and, after consultation with the
       Committee, take appropriate action;

   (e) assist the Committee in preparing applications, motions,
       and orders in support of positions taken by the Committee,
       as well as prepare witnesses and review documents in this
       regard;

   (f) apprise the Court of the Committee's analysis of the
       Debtors' operations;

   (g) confer with the accountants and any other professionals
       retained by the Committee, if any are selected and
       approved, so as to advise the Committee and the Court more
       fully of the Debtors' operations;

   (h) assist the Committee in its negotiations with the Debtors
       and other parties-in-interest concerning the terms of any
       proposed plan of reorganization;

   (i) assist the Committee in its consideration of any plan of
       reorganization proposed by the Debtors or other parties-in-
       interest as to whether it is in the best interest of
       creditors and is feasible;

   (j) assist the Committee with such other services as may
       contribute to the confirmation of a plan of reorganization;

   (k) advise and assist the Committee in evaluating and
       prosecuting any claims that the Debtors may have against
       third parties;

   (l) assist the Committee in the determination of whether to,
       and if so, how to, sell the assets of the Debtors for the
       highest and best price; and

   (m) assist the Committee in performing such other services as
       may be in the interest of creditors, including, but not
       limited to, the commencement of, and participation in,
       appropriate litigation respecting the estate.

Jennings Strouss will be paid at these hourly rates:

       Carolyn J. Johnsen        $565
       Todd B. Tuggle            $405
       Kami M. Hoskins           $310

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

Carolyn J. Johnsen, member of Jennings Strouss, 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.

Jennings Strouss can be reached at:

       Carolyn J. Johnsen, Esq.
       JENNINGS, STROUSS & SALMON, P.L.C.
       One East Washington Street, Suite 1900
       Phoenix, AZ 85004-2554
       Tel: (602) 262-5911
       Fax: (602) 495-2696
       E-mail: cjjohnsen@jsslaw.com

                       About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
its assets after three separate bidders offered $4.3 million in
total for the company's assets at an auction.


EDWIN SHAW HOSPITAL: Claims Bar Date Set for Nov. 11
----------------------------------------------------
Creditors of Edwin Shaw Hospital for Rehabilition will have until
Nov. 11, 2013, to file proofs of claim against the hospital
operator.

Edwin Shaw Hospital is in receivership proceedings (Ohio Ct.
Common Pleas, Case No. CV20017 06 4031) pending before the Court
of Common Pleas for Summit County, Ohio.  On July 10, 2013, the
Court appointed Louise M. Mazur as the substitute receiver to
liquidate the hospital's assets.

Proofs of claim may be submitted to:

     Bridget A. Franklin
     388 S. Main Street, Suite 500
     Akron, OH 44311
     Tel: 330-770-3588
     E-mail: bfranklin@brouse.com

Creditors that have already submitted a claim to the former
receiver, John Guy, must submit a claim using the court-approved
claim form.

The notice was posted Oct. 4.  Claims submitted prior to this date
will not be considered by the current receiver and will be
disallowed in their entity.

The current receiver is represented by:

     Marc B. Merklin, Esq.
     Bridget A. Franklin, Esq.
     BROUSE & McDOWELL LPA
     388 S. Main Street, Suite 500
     Akron, OH 44311
     Tel: 330-535-5711
     E-mail: mmerklin@brouse.com


EXCEL MARITIME: Committee Challenge Period Extended Until Nov. 4
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Excel Maritime
Carriers Ltd., et al., Wilmington Trust (London), Ltd., as
Administrative Agent under that certain $1,400,000,000 Senior
Secured Credit Facility dated as of April 14, 2008, and the
steering committee of lenders under the Senior Credit Agreement
have entered into a second stipulation and agreed order extending
the Challenge Period Expiration Date established by paragraph 11
of the Final Cash Collateral Order dated Aug. 6, 2013, with
respect to Committee's time to commence a Challenge as to the
Lenders rights, if any, in certain bank accounts of the Debtors
that are not subject to granted and perfected liens of the Lenders
(the "Accounts"), the Settlement Funds to be received from Fair
Wind Navigation, S.A., or Fair Wind's insurer as a result of the
settlement of a controvery with Fair Wind relating to a May 13,
2012 vessel collision, or the designated bank account in which the
Settlement Funds are to be received (the "Settlement Funds
Account") from Oct. 21, 2013, through and including Nov. 4, 2013.

Notwithstanding the extension for the Committee set forth in the
preceding paragraph, the Stipulated Order will not entitle any
other party to an extension of time beyond Oct. 7, 2013, to assert
a Challenge.

                       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: Committee Retains Robbins as Conflicts Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has granted the Official Committee of Unsecured Creditors of Excel
Maritime Carriers, Ltd., et al., permission to retain the law firm
of Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP as
the Committee's conflict counsel, nunc pro tunc to Aug. 29, 2013.

As reported in the TCR on Oct. 7, 2013, Robbins Russell will:

   (a) assist the Committee in these chapter 11 cases in all
       matters where the Committee is adverse to one or more of
       the Conflicted Parties; and

   (b) perform other legal services as may be required or are
       otherwise deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code, Bankruptcy Rules or other
       applicable law.

Robbins Russell will be paid at these hourly rates:

       Lawrence S. Robbins, Partner          $875
       Michael L. Waldman, Partner           $800
       Mark A. Hiller, Associate             $510
       Erin C. Blondel, Associate            $450
       Partners                            $610-$875
       Associates                          $380-$590
       Paraprofessionals                   $175-$275

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

                       About 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.


FANNIE MAE: Sues Banks for $800 Million over Libor Rigging
----------------------------------------------------------
Patricia Hurtado & Christie Smythe, writing for Bloomberg News,
reported that Fannie Mae sued nine banks, alleging that their
manipulation of the benchmark London interbank offered rate, which
four of them have admitted, cost the mortgage-financing company
about $800 million.

According to the report, the U.S. government-owned firm alleged
that the banks, including Bank of America Corp., JPMorgan Chase &
Co. and Citigroup Inc., acted to suppress the rate though quotes
they submitted to the British Bankers Association, according to
the complaint filed on Oct. 31 in Manhattan federal court.

Global authorities have been investigating claims that more than a
dozen banks altered submissions used to set benchmarks such as
Libor to profit from bets on interest-rate derivatives or to make
the lenders' finances appear healthier, the report related.

The alleged suppression of the rate caused Washington-based Fannie
Mae to lose as much as $332 million on interest-rate swaps with
Barclays Plc, UBS AG, Royal Bank of Scotland Plc, Deutsche Bank
AG, Credit Suisse Group AG, Bank of America, Citigroup and
JPMorgan, according to the complaint.

"Defendants initially took these and other overt acts described
above to further the corrupt agreement between them and to carry
out a common plan to execute a fraud on Fannie Mae and to benefit
defendants," the company claimed.

The case is Federal National Mortgage Association v. Barclays Bank
Plc, 0:13-cv-07720, U.S. District Court, Southern District of New
York (Manhattan).

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

As of June 30, 2013, Fannie Mae had $3.28 trillion in total
assets, $3.26 trillion in total liabilities and $13.24 billion in
total equity.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008.  Fannie Mae has not
received funds from Treasury since the first quarter of 2012.  The
funding the company has received under the senior preferred stock
purchase agreement with the U.S. Treasury has provided the company
with the capital and liquidity needed to maintain its ability to
fulfill its mission of providing liquidity and support to the
nation's housing finance markets and to avoid a trigger of
mandatory receivership under the Federal Housing Finance
Regulatory Reform Act of 2008.  For periods through March 31,
2013, Fannie Mae has requested cumulative draws totaling $116.1
billion.  Under the senior preferred stock purchase agreement, the
payment of dividends cannot be used to offset prior Treasury
draws.  Accordingly, while Fannie Mae has paid $35.6 billion in
dividends to Treasury through March 31, 2013, Treasury still
maintains a liquidation preference of $117.1 billion on the
company's senior preferred stock.

In August 2012, the terms governing the company's dividend
obligations on the senior preferred stock were amended.  The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve.  Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the company's net worth as of the end of
the preceding quarter exceeds an applicable capital reserve
amount.  The applicable capital reserve amount is $3.0 billion for
each quarter of 2013 and will be reduced by $600 million annually
until it reaches zero in 2018.

The amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion.  Fannie Mae is not permitted to redeem
the senior preferred stock prior to the termination of Treasury's
funding commitment under the senior preferred stock purchase
agreement.


FIRST BUSINESS: Has $3.61-Mil. Net Income for Q3 Ended Sept. 30
---------------------------------------------------------------
First Business Financial Services, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net income of $3,609,000 on $13,586,000 of total
interest income for the three months ended Sept. 30, 2013,
compared to a net income of $2,622,000 on $14,032,000 for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed
$1,264,939,000 in total assets, $1,158,840,000 in total
liabilities, and total stockholders' equity of $106,099,000.

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

                        http://is.gd/JbTuvv

              About First Business Financial Services

First Business Financial Services, Inc., is a bank holding company
engaged in the commercial banking business through its wholly
owned banking subsidiaries, First Business Bank and First Business
Bank - Milwaukee (the Banks).  The operations of FBFS are
conducted through the Banks and certain subsidiaries of First
Business Bank.  The Banks operate as business banks focusing on
delivering a range of commercial banking products and services
tailored to meet the specific needs of small and medium-sized
businesses, business owners, executives, professionals and high
net worth individuals.


FIRST NATIONAL BANK: Claims Bar Date Set for Dec. 18
----------------------------------------------------
The Federal Deposit Insurance Corporation, the appointed receiver
for First National Bank of Edinburg, Texas, advised that creditors
of the failed institution must submit their proofs of claims in
writing, to the receiver by Dec. 18, 2013.  The claims may be
delivered to:

     FDIC as Receiver of
     First National Bank
     1601 Bryan Street
     Dallas, TX 75201
     Attn: Claims Agent

A copy of the proof of claim form may be obtained from
http://www.fdic.govo by calling 972-761-8677

By law, the receiver will not accept a claim filed on behalf of a
proposed class of individuals or entities or a class of
individuals or entities certified by a court.  Each individual or
entity must file a separate claim with the receiver.

The Office of the Comptroller of Currency on Sept. 13 closed the
bank and appointed the FDIC as receiver.  The FDIC arranged for
the transfer of all deposits, including uninsured amounts, at the
failed bank to another insured depository institution,
PlainsCapital Bank, in Dallas.


FREDERICK'S OF HOLLYWOOD: Mayer Hoffman Raises Going Concern Doubt
------------------------------------------------------------------
Frederick's of Hollywood Group Inc. filed with the U.S. Securities
and Exchange Commission on Oct. 25, 2013, its annual report on
Form 10-K for the year ended July 27, 2013.

Mayer Hoffman McCann expressed substantial doubt about the
Company's ability to continue as a going concern, citing the
company has suffered recurring losses from continuing operations,
has negative cash flows from operations, has a working capital and
a shareholders' deficiency at July 27, 2013.

The Company reported a net loss of $22,522,000 on $86,507,000 of
net sales in 2013, compared with a net loss of $6,432,000 in 2012.

A copy of the Form 10-K is available at:

                        http://is.gd/o5SROh

                  About Frederick's of Hollywood

Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.

Frederick's of Hollywood sought bankruptcy in July 10, 2000.  On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.

The Company incurred a net loss of $6.43 million on $111.40
million of net sales for the year ended July 28, 2012, compared
with a net loss of $12.05 million on $119.61 million of net sales
for the year ended July 30, 2011.  As of April 27, 2013, the
Company had $36.08 million in total assets, $46.35 million in
total liabilities and a $10.27 million total shareholders'
deficiency.


FRESNO, CA: Cash Crunch Crimps Struggling Cities
------------------------------------------------
Tamara Audi, writing for The Wall Street Journal, reported that in
April, the mayor of this Central California city stood in front of
municipal employees in a darkened room as bad news glowed on a
large screen behind her.

"Our problem is we have no money in the checking account at all,"
Mayor Ashley Swearengin said to the silent room, the report
related.  "None."  The situation was so dire that covering an
unexpected expense -- a new air-conditioning unit or firetruck,
for example -- would mean slicing into the payroll or borrowing
from another depleted city fund, she said.

Things have improved slightly since, and officials recently put
into motion a plan to fix the agricultural hub's finances, the
report said.  But Fresno remains on the edge -- short on money,
credit and options.

The sprawling city of about 500,000 people had less than a day's
worth of available cash in its general fund, based on its 2012
financial report, the report further related.  That was among the
lowest of the 250 largest U.S. cities, according to data provided
to The Wall Street Journal by Merritt Research Services LLC. The
median was 81.1 days. Cash on hand is a key metric analysts use to
flag fiscally stressed cities.

Fresno currently has just $1.5 million in emergency reserves?a
fraction of the $10 million a city its size should have, based on
standards from a national government-finance group, the report
added.  Borrowing is difficult and expensive. Officials fear that
an event requiring a lot of police or fire overtime, or an
expensive legal judgment, could be a painful setback.

Fresno, in the middle of the state about 200 miles from Los
Angeles, is the hub of a farming county that produced $6 billion
of agricultural commodities in 2010, including almonds, raisins
and oranges.  Nonetheless, the recession helped open $100 million
of cumulative deficits in the city budget since February 2009 even
as Fresno cut a third of its worker positions.  The metropolitan
area's jobless rate was 15.3 percent in June, compared with 10.7
percent statewide.

Fresno, Stockton and San Bernardino were among the 20 metropolitan
areas with the nation's highest foreclosure rates in the first
half of 2012, according to RealtyTrac Inc.


GETTY IMAGES: Bank Debt Trades at 12% Off
-----------------------------------------
Participations in a syndicated loan under which Getty Images Inc
is a borrower traded in the secondary market at 87.77 cents-on-
the-dollar during the week ended Friday, November 1, 2013,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease
of 1.89 percentage points from the previous week, The Journal
relates.  Getty Images Inc pays 350 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Oct. 14,
2019.  The bank debt carries Moody's B2 rating and Standard &
Poor's B rating.  The loan is one of the biggest gainers and
losers among 212 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                           About Getty Images

Headquartered in Seattle, Wash., Getty Images is a leading creator
and distributor of still imagery, video and multimedia products,
as well as a recognized provider of other forms of premium digital
content, including music. The company was founded in 1995 and
provides stock images, music, video and other digital content
through several web sites, nota0bly gettyimages.com,
istockphoto.com, and thinkstock.com. In October 2012, The Carlyle
Group completed the acquisition of a controlling indirect interest
in Getty Images in a transaction valued at approximately $3.3
billion (up from the $2.4 billion transaction value of the prior
LBO in 2008). The Carlyle Group owns approximately 51% of the
company with a trust representing certain Getty family members
owning approximately 49%. Revenues totaled $897 million for the 12
months ended June 30, 2013.

                           *     *     *

As reported in the Troubled Company Reporter on Sept. 5, 2013,
Moody's Investors Service placed the ratings of Getty Images on
review for downgrade based on weaker than expected results through
2Q2013 and Moody's revised expectations for the next 12 months.
According to Moody's, Corporate Family Rating of Issuer: Getty
Images, Inc. and Abe Investment Holdings, Inc., currently B2, is
placed on review for possible downgrade.


GOLDKING HOLDINGS: Gets Interim Approval for $16-Mil. DIP Loan
--------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge gave the interim
nod on Oct. 31 to private equity-backed oil firm Goldking Holdings
LLC's $16 million postpetition loan, but some significant fights
may lie ahead in the case as the company's former CEO questioned
why the filing occurred in Delaware and the validity of the
petition itself.

According to the report, in a hearing in Wilmington, an attorney
for former Goldking CEO Leonard C. Tallerine Jr. -- who owns a
nearly 6 percent stake in the company through an entity called
Goldking LT Capital Corp.

Goldking Holdings LLC, an oil-and-gas exploration company, sought
bankruptcy protection from creditors with plans to sell virtually
all its assets on October 30, 2013.  The case is In re Goldking
Holdings LLC, 13-bk-12820, U.S. Bankruptcy Court, District of
Delaware (Wilmington).  The case is before Judge Brendan Linehan
Shannon.

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, represents the Debtors.  Lantana Oil &
Gas Partners serves as the Debtors' financial advisors.  The
Debtors' notice, claims, solicitation and balloting agent is Epiq
Bankruptcy Solutions, LLC.


GREEN AUTOMOTIVE: Has $3-Mil. Net Loss for Quarter Ended June 30
----------------------------------------------------------------
Green Automotive Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $3,001,743 on $429,392 of revenues for the three
months ended June 30, 2013, compared to a net loss of $413,000 for
the same period last year.

The Company's balance sheet at June 30, 2013, showed $2,328,947 in
total assets, $38,220,419 in total liabilities, and total
stockholders' deficit of $35,891,472.

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

                        http://is.gd/lVCBq8

                   About Green Automotive Company

Green Automotive Company is a vehicle design, engineering,
manufacturing and distribution company. The Company also provides
after sales program. It possesses a portfolio of businesses and is
active in three main market segments: Cutting edge technology
development, engineering and design with a focus on zero and low
emission vehicle solutions; Manufacturing and customization of
vehicles for markets with the potential to be converted into low
emission or electric vehicles, such as shuttle buses, taxis,
commercial vehicles, and After sales services for electric or low
emission vehicles, including servicing and repair.


HOSPITALITY STAFFING: Taps Conway MacKenzie to Provide CRO, VP
--------------------------------------------------------------
HSS Holding, LLC, et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ, pursuant to Section
363(b) of the Bankruptcy Code, Conway Mackenzie Management
Services, LLC, to provide a chief restructuring officer and
additional personnel, and appoint A. Jeffrey Zappone as their CRO
and Peter J. Richter as their executive vice president.

The engagement letter between the Debtors and CMS provides that
the firm will be compensated for its services on a weekly basis
pursuant to these hourly rates:

   Managing and Senior Directors       $355 to $675
   Senior Associates and Directors     $295 to $425

The engagement agreement also provides for a retainer in the
amount of $50,000, and the reimbursement of CMS' reasonable out-
of-pocket expenses.

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

A hearing on the employment motion will be held on Nov. 19, 2013,
at 1:00 p.m.  Objections are due 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 is 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: Employs Saul Ewing as Bankruptcy Counsel
--------------------------------------------------------------
HSS Holding, LLC, et al., seek authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Saul Ewing LLP as
their attorneys.

The attorneys presently designated to represent the Debtors and
their current hourly rates are:

   Mark Minuti, Esq. -- mminuti@saul.com                 $640
   Jeffrey C. Hampton, Esq. -- jhampton@saul.com         $560
   Lucian Murley, Esq. -- lmurley@saul.com               $375
   Monique B. DiSabatino, Esq. -- mdisabatino@saul.com   $275
   Ryan B. White, Esq. -- rwhite@saul.com                $270

In addition, other attorneys and paralegals will be involved as
necessary and appropriate to represent the Debtors, and the firm's
hourly rates for those professionals are as follows:

   Partners                         $350 to $750
   Special Counsel                  $300 to $495
   Associates                       $245 to $425
   Paraprofessionals                $160 to $275

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

Mr. Minuti, a partner at Saul Ewing LLP, in Wilmington, Delaware,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.  In the one-year period prior to the Petition Date, Saul
Ewing received payment from the Debtors in the approximate amount
of $365,000 for services rendered in contemplation of or in
connection with the planning of the Debtors' bankruptcy cases.  As
of the Petition Date, Saul Ewing also received from the Debtors
the filing fees for the Chapter 11 cases in the amount of $12,130.

A hearing on the employment motion will be held on Nov. 19, 2013,
at 1:00 p.m.  Objections are due 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 is 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.


HRK HOLDINGS: Wants to Borrow $51K From Regions Bank 2nd DIP Loan
-----------------------------------------------------------------
HRK Holdings, LLC, and HRK Industries, LLC, ask the U.S.
Bankruptcy Court for the Middle District of Florida permission to
use existing availability under its Second DIP Loan Facility -- in
an amount not to exceed $51,000 -- to pay a consultant to develop
a plan and assist in obtaining permits for a UIC well and pay
professionals to obtain a survey of a phosphogypsum stack system
known as the Gypstacks.

The requested amount will be used by the Debtors to retain a
consultant to develop disposal alternatives for dealing the
processed water in the Gypstacks that cannot be disposed through
ordinary means.  An alternative seen is the development of an
underground injection control (UIC) well.

The Court-approved Second DIP Loan was for a $3.48 million loan
from Regions Bank, N.A., which was allocated between an Operating
Line of Credit and the Site Work Line of Credit.  An additional
$1.25 million under the Second DIP Facility was approved as an
increase in the Operating Line of Credit.  The Site Work Line of
Credit were to be advanced to address certain initial repair and
initial remediation issues relating to the Gypstacks pursuant to a
budget.

                      About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


HRK HOLDINGS: Seeks Exclusive Plan Filing Period Thru Jan. 27
-------------------------------------------------------------
HRK Holdings, LLC, and HRK Industries, LLC, ask the Florida
bankruptcy court for more time to exclusively filed a Chapter 11
Plan and Disclosure Statement through and including Jan. 27, 2014.
They also seek an extension for more time to solicit acceptances
for that plan through March 30, 2014.

The Debtors are seeking the exclusive periods extension to allow
them the time necessary to close anticipated sales to successful
bidders for the sale of their real property assets.

The Debtors assert the Court that their extension request is not
submitted for purposes of delay.

                      About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


INGLEWOOD RDA: S&P Raises Tax Allocation Bonds Rating From 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating
(SPUR) to 'BBB+' from 'BB+' on Inglewood Redevelopment Agency
(RDA), Calif.'s subordinate-lien tax allocation bonds (TABs) and
raised its SPUR and long-term rating to 'BBB+' from 'BBB-' on the
agency's housing TABs.  S&P also removed the ratings from
CreditWatch with positive implications, where they had been placed
May 23, 2013, because it has received confirmation that the Los
Angeles County auditor-controller has remitted the previously held
tax overrides to the successor agency (SA).  The outlook is
stable.

The stable outlook reflects S&P's anticipation that AV should
stabilize and the tax rate override should be available to the SA.


IKANOS COMMUNICATIONS: Has $8.66-Mil. Net Loss in Sept. 29 Quarter
------------------------------------------------------------------
Ikanos Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $8.66 million on $16.9 million of revenues for the
three months ended Sept. 29, 2013, compared to a net loss of $6.36
million on $31.37 million of revenues on Sept. 30, 2012.

The Company's balance sheet at Sept. 29, 2013, showed $56.56
million in total assets, $27.88 million in total liabilities, and
stockholders' equity of $28.68 million.

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

                        http://is.gd/3ES0as

                    About Ikanos Communications

Ikanos Communications, Inc. (Ikanos) is a provider of advanced
broadband semiconductor and integrated firmware products for the
digital home.  The Company's broadband digital subscriber line
(DSL), communications processors and other offerings power access
infrastructure and customer premises equipment (CPE) for many of
the network equipment manufacturers and telecommunications service
providers.  The Company's products are at the core of digital
subscriber line access multiplexers (DSLAMs), optical network
terminals (ONTs), concentrators, modems, voice over Internet
Protocol (VoIP) terminal adapters, integrated access devices
(IADs) and residential gateways (RGs).  The Company's products
have been deployed by service providers in Asia, Europe and North
and South America.


IZEA INC: Cross, Fernandez & Riley Raises Going Concern Doubt
-------------------------------------------------------------
IZEA, Inc., filed with the U.S. Securities and Exchange
Commission on Oct. 30, 2013, its annual report on Form 10-K for
the year ended Dec. 31, 2012.

Cross, Fernandez & Riley, LLP expressed substantial doubt about
the Company's ability to continue as a going concern, citing
recurring operating losses and negative working capital and an
accumulated deficit at Dec. 31, 2012.

The Company reported a net loss of $4.67 million on $4.95 million
of revenues in 2012, compared with a net loss of $3.98 million in
2011.

The Company's balance sheet at December 31, 2012, showed $1.4
million in total assets, $2.72 million in total liabilities, and
stockholders' deficit of $1.31 million.

A copy of the Form 10-K is available at:

                        http://is.gd/TCwzsI

                         About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

IZEA reported a net loss of $4.67 million in 2012 as compared with
a net loss of $3.97 million in 2011.  The Company's balance sheet
at June 30, 2013, showed $1.64 million in total assets, $4.35
million in total liabilities and a $2.70 million total
stockholders' deficit.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred recurring operating
losses and had a negative working capital and an accumulated
deficit at Dec. 31, 2012.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern
without raising sufficient additional financing.


JC PENNEY: Bank Debt Trades at 3% Off
-------------------------------------
Participations in a syndicated loan under which JC Penney is a
borrower traded in the secondary market at 96.77 cents-on-the-
dollar during the week ended Friday, Nov. 1, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.71
percentage points from the previous week, The Journal relates.
JC Penney pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 29, 2018, and carries
Moody's B2 rating and Standard & Poor's B- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2013,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC'
from 'B-'.


JEFFERSON COUNTY, AL: Stakeholders Help Facilitate Bankruptcy Exit
------------------------------------------------------------------
Assured Guaranty has been working with Jefferson County, Alabama,
and other stakeholders over the last few years to find a solution
to resolve the County's sewer indebtedness issues and allow it to
exit bankruptcy.  In a further step in this process, the County's
plan support parties, including Assured Guaranty Municipal Corp.
(Assured Guaranty Municipal), have agreed to additional measures
to permit the County to emerge from bankruptcy.

"Assured Guaranty has been an integral part of the solution by
helping to facilitate a viable bankruptcy exit plan that
accomplishes the objectives of Jefferson County and are supported
by the stakeholders," said Dominic Frederico, President and CEO of
Assured Guaranty Ltd.

Under the terms of [Thurs]day's agreement, Assured Guaranty
Municipal would insure $500 million of proposed Jefferson County,
Alabama, Senior Lien Sewer Revenue Warrants.  The senior lien
warrants would be secured by a gross lien on system revenues, and
the lien would be closed to prevent any future dilution of the
senior lien warrants' claim on revenues.  Further, the
restructuring would result in a significant deleveraging of the
sewer system.  If [Thurs]day's agreement and the conditional
settlement agreement announced on June 4, 2013 are implemented,
Assured Guaranty's losses would continue to be within its June 30,
2013 Jefferson County reserves.

Assured Guaranty Municipal's participation in the County's
bankruptcy exit plan underscores its unique ability to assist
issuers in accessing the capital markets to help them achieve
their capital market needs.

Throughout the County's fiscal difficulties, Assured Guaranty
Municipal has protected the interests of its insured Jefferson
County warrant holders and, when there was a debt service
shortfall, made full and timely payment of debt service under its
unconditional and irrevocable financial guaranty insurance
policies -- even when the sewer warrant trustee ceased submitting
claims for payment under Assured Guaranty Municipal's policies.
Assured Guaranty Municipal is a member of the Assured Guaranty
group, which has $12 billion in consolidated claims-paying
resources.

                    About Assured Guaranty Ltd.

Assured Guaranty Ltd. -- http://www.AssuredGuaranty.com-- is a
Bermuda-based holding company that provides, through its operating
subsidiaries, insurance products to the U.S. and international
public finance, infrastructure and structured finance markets.

                      About Jefferson County

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

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

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

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

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

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

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

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

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

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


JEFFERSON COUNTY: S&P Raises SPUR on School Warrants to 'CCC'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term and
underlying ratings (SPUR) on Jefferson County, Ala.'s series 2000
limited obligation school warrants to 'CCC' for from 'C'.
Standard & Poor's also raised its long-term and underlying ratings
(SPUR) on the county's series 2006 lease revenue warrants  to 'CC'
from 'C'.  The outlook on both series is stable.  The rating
actions reflect S&P's adoption of revised ratings definitions on
Oct. 24, 2013.

Jefferson County filed for protection from its creditors under
Chapter 9 of the U.S. Bankruptcy Code on Nov. 9, 2011 and is
awaiting a confirmation hearing to be held on Nov. 12, 2013
regarding its Chapter 9 Plan of Adjustment.

The 'CCC' rating reflects S&P's view that the series 2000 warrants
are currently vulnerable to nonpayment, and depend upon favorable
business, financial, and economic conditions for the obligor to
meet its financial commitment on the obligation.  However, S&P
believes that the county will continue to meet its obligations on
these series during the next 12 months.  Under the plan the series
2000 limited obligation school warrants are considered
"unimpaired," which means claimholders have accepted the plan of
adjustment and are not entitled to vote prior to implementation.
The plan does not consider the limited school obligations impaired
due to the fact that its security differs from the other
outstanding county and school warrants.  The county is presently
current on all payments for the series 2000 limited obligation
school warrants.

The 'CC' rating on the series 2006 lease revenue warrants reflects
S&P's view  that the warrants  are considered "impaired" under the
plan of adjustment and S&P expects default to be a virtual
certainty.  The plan states that the county has entered into a new
lease agreement with the PBA dated Jan. 1, 2013 that included
partial support of debt service by Ambac (the insurer) beginning
in 2016.  The county is presently current on all payments for the
series 2006 lease revenue warrants.  S&P views Jefferson County's
expected failure to make full payment on the series 2006 lease
revenue warrants as a virtually certain default by the county;
however, S&P do not expect  the  default to occur prior to 2016.

The stable outlook reflects S&P's view that the county is likely
to continue to make full and timely payments on these obligations
during the coming year.


KINDER MORGAN: S&P Assigns 'BB' Rating to $1.5BB Sr. Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating and '4' recovery rating to Kinder Morgan Inc.'s
(KMI) issuance of up to $1.5 billion of senior secured notes due
2021 and 2023.  The partnership intends to use note proceeds to
repay borrowings outstanding under its revolving credit facility.
As of Sept. 30, 2013, KMI had about $36 billion of reported debt
on a consolidated basis.  Houston-based KMI is a large publicly
traded U.S. midstream energy company.

RATINGS LIST

Kinder Morgan Inc.
Corporate credit rating                      BB/Positive/--

New Rating
Kinder Morgan Inc.
$1.5 bil sr secd notes due 2021 and 2023     BB
  Recovery rating                            4


KND PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: KND Properties, LLC
        2776 Gateway
        Carlsbad, CA 92009

Case No.: 13-10794

Chapter 11 Petition Date: November 1, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Louise DeCarl Adler

Debtor's Counsel: Donald Stoecklein, Esq.
                  401 W A St. #1150
                  San Diego, CA 92101
                  Tel: 619-704-1310

Total Assets: not indicated

Total Debts: not indicated

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


LANDAUER HEALTHCARE: Taps Maillie LLP as Tax Accountants
--------------------------------------------------------
Landauer Healthcare Holdings Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Maillie LLP as tax accountants, nunc pro tunc
to Oct. 25, 2013.

The Debtors will employ Maillie LLP to prepare their tax returns
for the fiscal year ended March 31, 2013.

Maillie LLP will provide the following tax preparation services
for the Debtors:

   (a) prepare the Debtors' consolidated federal tax return with
       supporting schedules;

   (b) prepare New York income tax returns and any additional
       state income tax returns requested for subsidiary
       companies: (i) Landauer-Metropolitan, Inc.; (ii) Miller
       Medical & Respiratory, Inc.; (iii) COPD Services, Inc.; and
       (iv) Landauer Healthcare Holdings, Inc.;

   (c) prepare Single Member LLC income tax returns for subsidiary
       companies: (i) Genox Homecare, LLC; (ii) American Homecare
       Supply Mid-Atlantic LLC; (iii) Denmark's, LLC; and (iv)
       American Homecare Supply New York, LLC;

   (d) prepare and post any bookkeeping and adjusting entries
       which are necessary in connection with the prepartion of
       the income tax returns; and

   (e) provide tax planning and consultation as requested.

Maillie LLP will be paid at these hourly rates:

       Partner                   $308
       Senior Manager            $255
       Manager                   $200
       Supervisor                $154
       Senior                    $154
       Staff/Paraprofessional    $102

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

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

The Court for the District of Delaware will hold a hearing on the
engagement on Nov. 14, 2013 at 3:00 p.m.  Objections, if any, are
due Nov. 7, 2013, at 4:00 p.m.

Maillie LLP can be reached at:

       Richard A. Flanagan IV, CPA
       MAILLIE LLP
       P.O. Box 680
       Oaks, PA 19456-0680
       Tel: (610) 935-1420
       Fax: (610) 935-1632
       E-mail: rflanagan@maillie.com

                   About Landauer Healthcare

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

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

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

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

The Debtor has filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

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


LIC CROWN: Hires Klestadt & Winters as Counsel
----------------------------------------------
LIC Crown Mezz Borrower LLC and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Klestadt & Winters, LLP as counsel,
nunc pro tunc to Oct. 10, 2013.

The Debtors require Klestadt & Winters to:

   (a) advise the Debtors with respect to their rights, powers and
       duties as debtors and debtors-in-possession in the
       continued management and operation of their business and
       assets;

   (b) attend meetings and negotiating with representatives of
       creditors and other parties in interest and advising and
       consulting on the conduct of the case, including all of the
       legal and administrative requirements of operating under
       Chapter 11;

   (c) take all necessary action to protect and preserve the
       Debtors' estates, including prosecution of actions on
       behalf of the Debtors, the defense of any actions commenced
       against the estate, negotiations concerning litigation in
       which the Debtors may be involved and objections to claims
       filed against the estate;

   (d) prepare on behalf of the Debtors such motions,
       applications, answers, orders, reports, and papers
       necessary to the administration of the estate;

   (e) assist the Debtors in their analysis and negotiations with
       any third party concerning matters related to the
       realization by creditors of a recovery on claims and other
       means of realizing value;

   (f) represent the Debtors at all hearings and other
       proceedings;

   (g) assist the Debtors in their analysis of matters relating to
       the legal rights and obligations of the Debtors with
       respect to various agreements and applicable laws;

   (h) review and analyze all applications, orders, statements,
       and schedules filed with the Court and advise the Debtors
       as to their propriety;

   (i) assist the Debtors in preparing pleadings and applications
       as may be necessary in furtherance of the Debtors'
       interests and objectives;

   (j) assist and advise the Debtors with regard to their
       Communications to the general creditor body regarding any
       proposed Chapter 11 plan or other significant matters in
       this case;

   (k) assist the Debtors with respect to consideration by the
       Court of any disclosure statement or plan prepared or filed
       pursuant to Sections 1125 or 1121 of the Bankruptcy Code
       and taking any necessary action on behalf of the Debtors to
       obtain confirmation of such plan; and

   (l) perform such other legal services as may be required and
       deemed to be in the interest of the Debtors in accordance
       with their powers and duties as set forth in the Bankruptcy
       Code.

Klestadt & Winters will be paid at these hourly rates:

       Partners                  $395-$625
       Associates                $225-$250
       Paralegals                  $150
       Tracy L. Klestadt           $625

Klestadt & Winters will also be reimbursed for reasonable out-of-
pocket expenses incurred.

On Oct. 4, 2013, Klestadt & Winters received a retainer deposit of
$75,000 from Mezzanine Lender, as defined in the Carlson
Declaration, as a protective advance, which amount was added to
the outstanding balance owed to the Mezzanine Lender.

On Oct. 9, 2013, Klestadt & Winters received an additional
retainer deposit of $50,000 from Roze Enterprises LLC.  The
$50,000 remitted to Klestadt & Winters by Roze was received by
Roze from Homer Group Inc., which is wholly owned and controlled
by Mark Karasick, the President of each of the Debtors.

On the petition date, Klestadt & Winters debited $117,476.90 from
the retainers received from Mezzanine Lender and Roze.  The
remaining balance of $7,523.10 is being held by K&W for payment of
post-petition fees and expenses after allowance by the Court.

Tracy L. Klestadt, partner of Klestadt & Winters, 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 engagement on Nov. 5, 2013 at 11:00 a.m.

Klestadt & Winters can be reached at:

       Tracy L. Klestadt, Esq.
       KLESTADT & WINTERS, LLP
       570 Seventh Avenue, 17th Floor
       New York, NY 10018
       Tel: (212) 972-3000
       Fax: (212) 972-2245
       E-mail: tklestadt@klestadt.com

LIC Crown Mezz Borrower LLC and its two affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Case No.
13-13304, Bankr. S.D.N.Y.) on Oct. 10, 2013.  The Debtors' Chief
Restructuring Officer is Steven A. Carlson.


M*MODAL INC: Bank Debt Trades at 9% Off
---------------------------------------
Participations in a syndicated loan under which M*Modal Inc is a
borrower traded in the secondary market at 90.95 cents-on-the-
dollar during the week ended Friday, November 1, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.90
percentage points from the previous week, The Journal relates.
M*Modal Inc. pays 550 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 20, 2019.  The bank debt
carries Moody's B2 rating and Standard & Poor's B+ rating.   The
loan is one of the biggest gainers and losers among 255 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


MCCOMMAS LFG: Haynes And Boone Settles $10-Mil. Atty. Fee Suit
--------------------------------------------------------------
Law360 reported that Haynes and Boone LLP on Oct. 30 finalized a
settlement agreement with a former client that sought to recover
some of the $10 million in legal fees it spent litigating a
dispute that arose after the firm advised the company to file for
bankruptcy, ending a Texas state court suit.

According to the report, terms of the firm's settlement with
McCommas LFG Processing Partners LP and several related entities
are confidential, attorneys for the parties said on Oct. 31.
Haynes and Boone and McCommas jointly moved to dismiss the case
with prejudice on Oct. 30.

Dallas, Texas-based McCommas L.F.G. Processing Partners, L.P., and
McCommas Landfill Partners, L.P., filed their voluntary Chapter 11
petitions on May 7, 2007, with the U.S. Bankruptcy Court for the
Northern District of Texas (Dallas).  The lead bankruptcy case is
assigned Case No. 07-32219.


MEDICAL ALARM: Posts $1.09-Mil. Income for Q1 Ended March 31, 2012
------------------------------------------------------------------
Medical Alarm Concepts Holding, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net income of $1.09 million on $45,624 of
revenues for the three months ended March 31, 2012, compared to a
net loss of $79,656 on $217,443 of revenues for the same period in
2011.

The Company's balance sheet at March 31, 2012, showed
$1.47 million in total assets, $5 million in total liabilities,
and stockholders' deficit of $3.54 million.

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

                        http://is.gd/kZCOEJ

                        About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at March 31, 2011, showed
$1.40 million in total assets, $3.41 million in total liabilities,
and a $2 million total stockholders' deficit.  As of March 31,
2011, the Company had $0 in cash.

The Company said in its quarterly report for the period ended
March 31, 2011, "We believe we cannot satisfy our cash
requirements for the next twelve months with our current cash and,
unless we receive additional financing, we may be unable to
proceed with our plan of operations.  We do not anticipate the
purchase or sale of any significant equipment.  We also do not
expect any significant additions to the number of our employees.
The foregoing represents our best estimate of our cash needs based
on current planning and business conditions.  Additional funds are
required, and unless we receive proceeds from financing, we may
not be able to proceed with our business plan for the development
and marketing of our core services.  Should this occur, we will
suspend or cease operations."

"We anticipate incurring operating losses in the foreseeable
future.  Therefore, our auditors have raised substantial doubt
about our ability to continue as a going concern."

The Company has not filed its succeeding financial reports after
the March 31, 2011, Form 10-Q.


MEDICURE INC: Posts C$502,402 Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Medicure Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 6-K, reporting a net loss
of C$502,402 on C$747,018 of revenues for the three months ended
Aug. 31, 2013, compared to a net loss of C$296,744 on C$524,186 of
gross profit for the same period last year.

The Company's balance sheet at Aug. 31, 2013, showed C$3.27
million in total assets, C$8.08 million in total liabilities, and
stockholders' deficit of C$4.8 million.

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

                        http://is.gd/QvTkhY

                        About Medicure Inc.

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

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

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


NATIONAL ENVELOPE: Wins Court Extension of Plan Filing Period
-------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that NE Opco Inc., which was
the largest closely held envelope maker in North America before
selling virtually all its assets, won court approval of an
extension to Jan. 6 of its exclusivity period, which gives it the
sole right to propose a bankruptcy restructuring or liquidation
plan.

According to the report, U.S. Bankruptcy Judge Christopher Sontchi
approved the requested extension, according to court documents
filed Oct. 30 in Wilmington, Delaware.

The company said in court papers that it was seeking the extension
out of an "abundance of caution" because it has spent most of the
early part of the bankruptcy process negotiating and completing
sales and hasn't yet been able to turn its attention to winding
down the estates.

"Because the sales closed very recently, the debtors require
additional time to analyze the path toward winding down the
debtors' estates," NE Opco said in court filings.

The company's exclusivity was set to run out on Oct. 8, court
papers show. Under Delaware bankruptcy law, the company
automatically receives an extension of its exclusivity after a
request is made, until a judge rules.

The company won court approval in September to sell substantially
all its assets to three separate buyers for a total of about $70
million.

Cenveo, based in Stamford, Connecticut, paid about $33 million for
the envelope business. Hilco Receivables paid about $22 million
for NE Opco's accounts receivables and Southern Paper LLC acquired
inventory for about $15 million.

The envelope maker sought Chapter 11 protection June 10 for the
second time as mailings dwindle and the Internet keeps growing as
the favored method for communications. The Frisco, Texas-based
company listed as much as $500 million in both assets and
liabilities.

Private-equity firm Gores Group LLC bought virtually all of
National Envelope's assets in its first bankruptcy at an August
2010 auction for about $208 million.

NE Opco had eight plants and two distribution centers capable of
producing 37 billion envelopes a year, giving it a 15 percent
share of the U.S market.

According to the report, the company had involuntary Chapter 7
bankruptcy proceedings initiated against it on Oct. 14 in U.S.
Bankruptcy Court in White Plains, New York, by holders of more
than $1.5 million of defaulted securities under a 2008 $575
million indenture.


NEOMEDIA TECHNOLOGIES: Has $26.2-Mil. Net Loss in Sept. 30 Quarter
------------------------------------------------------------------
NeoMedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $26.2 million on $1.6 million of revenues for the
three months ended Sept. 30, 2013, compared to a net income of
$19.47 million on $680,000 of revenues for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed $5.62
million in total assets, $118.32 million in total current
liabilities, and stockholders' deficit of $117.86 million.

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

                        http://is.gd/Jg98w7

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

NeoMedia reported a net loss of $19.38 million in 2012 and a net
loss of $849,000 in 2011.  As of June 30, 2013, the Company had
$5.79 million in total assets, $92.13 million in total
liabilities, all current, $4.81 million in series C convertible
preferred stock, $348,000 in series D convertible preferred stock,
and a $91.51 million total shareholders' deficit.


NET TALK.COM: Reports $1.25-Mil. Net Loss in Q2 Ended June 30
-------------------------------------------------------------
Net Talk.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $1.25 million on $1.44 million of total revenue for the three
months ended June 30, 2013, compared to a net loss of $7 million
on $1.5 million of total revenue for the same period last year.

The Company's balance sheet at June 30, 2013, showed $4.77 million
in total assets, $25.03 million in total liabilities, redeemable
preferred stock of $5 million and stockholders' deficit of $25.26
million.

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

                        http://is.gd/v89O1S

                        About Net Talk.com

Based in Miami, Fla., Net Talk.com, Inc., is a telephone company,
that provides, sells and supplies commercial and residential
telecommunication services, including services utilizing voice
over internet protocol technology, session initiation protocol
technology, wireless fidelity technology, wireless maximum
technology, marine satellite services technology and other similar
type technologies.

Net Talk.com incurred a net loss of $14.71 million on $5.79
million of total revenue for the year ended Dec. 31, 2012, as
compared with a net loss of $26.17 million on $2.72 million of
total revenue for the year ended Sept. 30, 2011.  The Company's
balance sheet at March 31, 2013, showed $5.09 million in total
assets, $24.08 million in total liabilities, $5.64 million in
redeemable preferred stock, and a $24.63 million total
stockholders' deficit.

                 Going concern/Bankruptcy Warning

"The presentation of financial statements in accordance with GAAP
contemplates that operations will be sustained for a reasonable
period.  However, we have incurred operating losses of $1,605,859
and $3,533,013 during the three months ended March 31, 2013 and
2012, respectively.  The company is also highly leveraged with
$15,995,695 in senior debentures and demand notes and $1,400,000
in mortgage debt.  In addition, during these periods, we used cash
of $562,394 and $1,656,251, respectively, in support of our
operations.  As more fully discussed in Note 6, we have material
redemption requirements associated with our senior debentures and
demand notes, due during the year ended December 31, 2013.  Since
our inception, we have been substantially dependent upon funds
raised through the sale of preferred stock and warrants to sustain
our operating and investing activities.  These are conditions that
raise substantial doubts about our ability to continue as a going
concern for a reasonable period," the Company said in its
quarterly report for the period ended March 31, 2013.

Thomas Howell Ferguson P. A., in Tallahassee, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred significant recurring
losses from operations its total liabilities exceeds its total
assets, and is dependent on outside sources of funding for
continuation of its operations.  These factors raise substantial
doubt about the Company's ability to continue as a going concern.


NEW STREAM: Fraud Charges Should Not Be Nixed, Feds Say
-------------------------------------------------------
Law360 reported that the U.S. government returned fire on Oct. 30
against moves by top brass at bankrupt hedge fund New Stream
Capital LLC to throw out a 19-count indictment alleging securities
fraud and other offenses, arguing that the charging document
contains sufficient detail to survive a challenge to dismiss.

According to the report, in a motion filed in Connecticut federal
court, the U.S. attorney's office argues that the indictment a
federal grand jury returned in February charging New Stream
managing partners and co-owners David A. Bryson and Bart C.
Gutekunst and its former chief financial officer.

The case is USA v. Bryson et al., Case No. 3:13-cr-00041
(D.Conn.).

                         About New Stream

New Stream is an inter-related group of companies that
collectively comprise an investment fund, headquartered in
Ridgefield, Connecticut.  Founded in 2002, New Stream focuses on
providing non-traded private debt to the insurance, real estate
and commercial finance sectors.

In late 2010, New Stream announced that it had entered into
an agreement with its Bermuda investors to liquidate its master
fund, and that upon the consent of its US and Cayman investors, it
would voluntarily file Chapter 11 bankruptcy petitions.

On March 7, 2011, when New Stream was still soliciting votes on
the Chapter 11 plan, certain investors filed a petition (Bankr. D.
Del. Lead Case No. 11-10690) seeking to force three New Stream
funds -- New Stream Secured Capital Fund (U.S.) LLC, New Stream
Secured Capital Fund P1 (Cayman), Ltd. and New Stream Secured
Capital Fund K1 (Cayman), Ltd. -- to Chapter 11 bankruptcy.

The petitioning investors in the New Stream investment enterprise
say they are collectively owed over $90 million, representing
roughly 28% of the approximately $320 million owed to all U.S. and
Cayman investors.  The Petitioners are represented by (i) Joseph
H. Huston, Jr., Esq., Maria Aprile Sawczuk, Esq., Meghan A.
Cashman, Esq., at Stevens & Lee, P.C., in Wilmington, Delaware,
and Beth Stern Fleming, Esq., at Stevens & Lee, P.C., in
Philadelphia, Pennsylvania, and Nicholas F. Kajon, Esq., David M.
Green, Esq., and Constantine Pourakis, Esq., at Stevens & Lee,
P.C., in New York, (ii) Edward Toptani, Esq., at Toptani Law
Offices, in New York, and (iii) John M Bradham, Esq., and David
Hartheimer, Esq., at Mazzeo Song & Bradham LLP, in New York.

New Stream Secured Capital, Inc., and three affiliates (New Stream
Insurance, LLC, New Stream Capital, LLC, and New Stream Secured
Capital, L.P.) filed Chapter 11 petitions (Bankr. D. Del. Lead
Case No. 11-10753) on March 13, 2011, with a proposed prepackaged
Chapter 11 plan.

Kurt F. Gwynne, Esq., J. Cory Falgowski, Esq., Michael J.
Venditto, Esq., and Scott M Esterbrook, Esq., at Reed Smith LLP,
serve as the Debtors' bankruptcy counsel. Kurtzman Carson
Consultants LLC is the Debtors' claims and notice agent.

NSSC, Inc., estimated its assets and debts at up to $50,000.  NSC
estimated its assets at $100,000 to $500,000 and debts at $50,000
to $100,000.  NSI estimated its assets at $100 million to
$500 million and debts at $50 million to $100 million.  NSSC, LP,
estimated its assets and debts at $500 million to $1 billion.

NSI's insurance portfolio is being sold for $184.35 million as
part of the Chapter 11 plan.  The aggregate indebtedness secured
by the investment portfolio of NSSC is $688,412,974.  NSI owes
$81,573,376 to certain account classes under a Bermuda fund.

The Official Committee of Unsecured Creditors proposes to hire
Kurtzman Carson Consultants LLC as its communications agent;
Houlihan Lokey Howard & Zukin Capital, Inc., as its financial
advisor and investment banker; and Zolfo Cooper, LLC, as its
forensic accountants and litigation support consultants.

New Stream completed a sale of its assets in June 2011, selling
its portfolio of life-insurance policies to an affiliate of
McKinsey & Co. for $127.5 million.


OCEAN 4660: Chapter 11 Trustee Hires PKF Consulting as Witness
--------------------------------------------------------------
Maria M. Yip, the Chapter 11 trustee of Ocean 4660 LLC, asks for
permission from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Henry B. Staley, Jr. and PKF
Consulting USA, LLC as expert witness in connection with the
adversary proceeding involving El Mar Associates, Inc.

The Chapter 11 Trustee said it needs an expert in the El Mar
Adversary to opine on the affect of the purported lease between
the Debtor and El Mar.  The Trustee has consulted with PKF
Consulting, and is advised and believes that his testimony
concerning the affect of the Purported Lease on the value of the
Debtor's Property will provide a material benefit to this estate
by supporting the claims brought by the Trustee against El Mar in
the El Mar Adversary.  As a result, the Trustee believes that
retention of PKF Consulting is in the best interest of the estate
and its creditors.

Henry B. Staley, Jr. will be the individual at PKF Consulting to
undertake the engagement.

PKF Consulting will be paid $295 per hour, with travel at $147.50
per hour.  PKF Consulting will also be reimbursed for reasonable
out-of-pocket expenses incurred.

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

PKF Consulting can be reached at:

       Henry B. Staley, Jr.
       PKF CONSULTING USA, LLC
       4314 Pablo Oaks Court
       Jacksonville, FL 32224
       Tel: (904) 821-0690
       Fax: (904) 821-0247
       E-mail: hankstaley@aol.com

                       About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.

Judge John K. Olson presides over the case.  The Debtor tapped RKJ
Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as
the CRO.

The Debtor tapped Genovese Joblove & Battista, P.A. as counsel.
Irreconcilable differences prompted the firm to withdraw as
counsel in July 2013.

The Court approved the appointment of Maria Yip, of Coral Gables,
Florida, as Chapter 11 trustee.  Drew M. Dillworth, Esq., of the
Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A. serves as his counsel.  Kerry-Ann Rin, CPA, and the
consulting firm of Yip Associates serve as financial advisor, and
accountant.

The U.S. Trustee has not appointed an official committee of
unsecured creditors.


OGX PETROLEO: Brazilian PE Fund to Acquire Natural Gas Unit
-----------------------------------------------------------
Law360 reported that a Brazilian private equity fund and a
subsidiary of Germany's largest utility provider, E.ON AG, on Oct.
31 announced their plans to acquire a stake in a natural gas
development unit of the bankrupt OGX Petroleo e Gas Participacoes
SA through a multistep process.

According to the report, under the terms of the deal, Cambuhy
Investimentos Ltda. will contribute 200 million reais ($91.4
million) and E.ON unit DD Brazil Holdings SARL will put forward 50
million reais to take over OGX Maranhao Petroleo e Gas SA.

                        About OGX Petroleo

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes
S.A. is an independent exploration and production company with
operations in Latin America.  OGX Petroleo, controlled by Eike
Batista, on Oct. 30 filed for bankruptcy protection in a Rio de
Janeiro court, as the firm seeks to try to restructure its
finances rather than face an immediate liquidation.


ORMET CORP: Lines Up Extra $10-Mil. DIP Loan to Fund Wind Down
--------------------------------------------------------------
Law360 reported that aluminum smelter Ormet Corp. asked a Delaware
bankruptcy judge on Oct. 30 to approve an additional $10 million
of debtor-in-possession financing designed to fund the company's
wind down, which includes a $39.4 million sale of its Louisiana
refinery.

According to the report, under Ormet's emergency DIP motion,
private equity firm Wayzata Investment Partners LLC -- a
prepetition creditor whose deal to purchase the company fell apart
last month -- would enlarge its existing $40 million term loan by
$10 million.

The funds are key to Ormet's plan to sell its Louisiana facility,
the report related.

                         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.


OSCAR GREGO TRUST: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Oscar Grego Living Trust
        2262 Barton
        South Lake Tahoe, CA 96150

Case No.: 13-34156

Chapter 11 Petition Date: November 1, 2013

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Christopher M. Klein

Debtor's Counsel: Wiley Ramey, Esq.
                  679 Monterey St
                  San Luis Obispo, CA 93401
                  Tel: (805) 541-5536

Total Assets: $3.79 million

Total Liabilities: $3.41 million

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


OWENS CORNING: Celebrates 75 Years in Business, Unveils Milestones
------------------------------------------------------------------
Owens Corning began when an experiment with glass building blocks
produced an unexpected result -- it revealed a way to make glass
fibers in commercial quantities.

That discovery launched more than a new product.  It set in motion
a remarkable series of events that included the birth of an
innovative company that would develop new industries related to
the production of fiber glass materials.

The first, historic step occurred on Oct. 31, 1938, when Owens-
Illinois and Corning Glass officially spun off and incorporated
Owens-Corning Fiberglas, based in Toledo, Ohio.

On Thursday, Oct. 31, 2013, Owens Corning celebrated its 75th
anniversary.  It is one of only a few hundred U.S.-based companies
that have reached this milestone.

Owens Corning's world headquarters remains in Toledo, but its
operations span the world.  It is a global producer of residential
and commercial building materials, including insulation and
roofing shingles; glass-fiber reinforcements for products such as
cars, boats, wind blades and smart phones; and engineered
materials for composite systems.

"Our 75th anniversary provides a great opportunity to celebrate
where we've been and who we are as a company, and get excited
about our bright future," said Mike Thaman, chairman and CEO, who
joined with fellow employees at the closing bell ceremony of the
New York Stock Exchange earlier this week.  "What makes our
employees most proud is that our products improve people's lives.
Homes and buildings are more energy efficient.  Cars are lighter
and conserve more fuel. Wind blades are longer and stronger.  Our
commitment to our customers is to enable them to deliver those
solutions to worldwide markets."

Among the many milestones of which the company takes very
personally is its global commitment to safety.  Owens Corning's
recordable injury rate has declined every year for 11 years.  Over
that span, the company has reduced the number of injuries from
more than 1,000 to less than 100 per year. The goal is to achieve
a zero-injury workplace across its nearly 100 worldwide
facilities.

Owens Corning's most recent safety milestone was being named by
the National Safety Council as the 2014 recipient for its Green
Cross for Safety Medal for its "steadfast commitment to improving
safety and health in the workplace and beyond."

"Our safety performance is an important example of how Owens
Corning sets a goal and then works tirelessly to achieve it,"
Mr. Thaman said.  "We must get our employees home in the same safe
and healthy condition in which they arrive at work.  Our ability
to do that exemplifies how we execute as a company on all levels.
We are honored to join a prestigious list of organizations to be
honored by the National Safety Council."

Other recent milestones include the company earning placement for
the fourth year in a row in the Dow Jones Sustainability World
Index (DJSI World).  This year, Owens Corning was named the
Industry Leader for the DJSI World Building Products component.

"Meeting the needs of the present without compromising the world
that we leave to the future is this company's unwavering
commitment," Mr. Thaman said.  "Our people continue to prove that
our customers, our communities, our employees and our investors
can see significant benefits from that strategy.  It will lead us
boldly into our next 75 years."

Here is a brief list of milestones in Owens Corning's first 75
years.  More information can be found at http://www.oc-75.com

Milestones in Owens Corning's 75 Years Key milestones in Owens
Corning's history include:

        Oct. 31, 1938 Incorporates as Owens-Corning Fiberglas
Corp. in the state of Delaware with Harold Boeschenstein as
president and offices in Toledo, Ohio

        1939          With basic materials in short supply, Owens
Corning develops a lightweight, nonflammable insulation with a
finished wall surface, called Navy Board, its main product
throughout World War II

        1944          First boat hull is made from fiberglass-
reinforced plastic; this marine application become one of the
largest applications for fiberglass reinforcements

        1945          Company works with an automaker to produce
the first fiberglass-reinforced plastic car body (General Motors
launches Chevrolet Corvette with a fiberglass-reinforced
body eight years later)

        1954          Owens Corning scientists equip a production
line with the first rotary fiberizer to make centrifugally spun
fiberglass wool - still the standard process

        1955          Owens Corning is listed on the inaugural
FORTUNE 500 list

        1957          "Comfort Conditioned Home" program is
launched, the biggest marketing program to date to promote
residential insulation

        1970s         Owens Corning supplies fiberglass fabric to
the Hajj Terminal at King Abdul Aziz International Airport in
Saudi Arabia, which consisted of 210 tent-like structures covering
nearly 3 million square feet

        1973          Energy costs skyrocket due to oil crisis and
changes to way people viewed energy use; insulation use starts to
climb dramatically Owens Corning wins contract, which grew to $100
million in sales, to make and install insulation on the Trans-
Alaska pipeline

        1977          Owens Corning acquires a shingle and asphalt
company and immediately starts to convert its plants to make
fiberglass reinforced shingles, the industry norm today

        1980          Owens Corning begins using United Artists'
cartoon character The Pink Panther(TM) to help sell PINK
fiberglass insulation; the company becomes the first to trademark
a color, PINK, in 1987

        1986          Wickes Companies' hostile takeover attempt
is rebuked with the board's alternative plan to maximize
shareholder value

        2000          Owens Corning files for Chapter 11
bankruptcy protection due to its growing asbestos liability, which
stemmed from  a high-temperature calcium silicate pipe insulation
trade-named Kaylo, manufactured from 1952 to 1972

        Oct. 31, 2006 Owens Corning emerges from Chapter 11
bankruptcy

        2007          Acquires Saint-Gobain's Reinforcements and
Composite Fabrics business, positioning Owens Corning as a market
leader in glass reinforcements and composites

        2011          Launches EcoTouch(TM) insulation with
PureFiber(TM) technology - made of natural materials and a
formaldehyde-free formulation; it includes 50 percent
recycled content, the highest certified percentage in the
fiberglass insulation industry

        2013          Owens Corning is named the 2014 recipient
for the Green Cross for Safety medal by the National Safety
Council

                        About Owens Corning

Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The Company filed for Chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants until June 20, 2007.
Mr. McMonagle was replaced by Michael J. Crames.  Mr. Crames
served as Mr. McMonagle's counsel until July 2005, when he retired
from the law firm Kaye Scholer LLP.

On September 28, 2006, the Honorable John P. Fullam, Sr., of the
U.S. District Court for the Eastern District of Pennsylvania
affirmed the order of Honorable Judith Fitzgerald of the U.S.
Bankruptcy Court for the District of Delaware confirming Owens
Corning's Sixth Amended Plan of Reorganization.  The Plan took
effect on October 31, 2006, marking the company's emergence from
Chapter 11.

Reorganized Owens sought on July 25, 2008, from the Delaware
Bankruptcy Court a final decree closing the Chapter 11 cases of 17
of its affiliates.  Only the Chapter 11 case of Owens Corning
Sales, LLC, formerly known as Owens Corning, under Case No.
00-03837 will remain open.

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

                         *     *     *

Reorganized Owens Corning carries a 'Ba1' corporate family rating
from Moody's Investors Service.


PANTHER MOUNTAIN: Land Developer Blames Arkansas Bank for Ch. 11
----------------------------------------------------------------
Law360 reported that Panther Mountain Land Development LLC filed a
complaint in Arkansas federal bankruptcy court on Oct. 31, seeking
$2 million in damages from the National Bank of Arkansas for
allegedly forcing Panther Mountain into bankruptcy and then
abusing the judicial system with excessive litigation during
bankruptcy proceedings.

According to the report, in a complaint filed with the Eastern
District of Arkansas, PMLD and owners Barry and Dana Kellerman
charged the National Bank of Arkansas with abuse of process and
interference with business relations and expectancy.

The case is Panther Mountain Land Development LLC et al v.
National Bank of Arkansas, Case No. 4:13-cv-00620 (E.D. Ark.)
before Judge J. Leon Holmes.

Panther Mountain Land Development, LLC, based in Maumelle, Ark.,
sought Chapter 11 protection (Bankr. E.D. Ark. Case No. 09-16836)
on Sept. 20, 2009, and is represented by Richard L. Ramsay, Esq.,
at Eichenbaum, Liles & Heister, P.A., in Little Rock, Ark.  The
Debtor disclosed liabilities of $2,307,974 as of the Petition
Date.


PGA FLYOVER: Plan Modified to Incorporate Amended BBX Settlement
----------------------------------------------------------------
PGA Flyover Corporate Park, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Florida on Oct. 22, 2013, an
emergency motion to amend the confirmation order to consider and
approve the original June 7, 2013 Settlement Agreement with the
Debtor's largest creditor, BBX Capital Asset Management, LLC, as
recently amended by the Amendment and to modify the plan to
incorporate the terms of the Settlement, as amended by the
Amendment.

According to the Debtor, on July 25, 2013, the Court conducted a
hearing to consider confirmation of the Plan and confirmed the
Plan.  However, due a dispute between the Debtor and BBX, the
actual order memorializing the Court's ruling at the Confirmation
Hearing has not been entered.

The Debtor explains, "During this gap period, a dispute arose
between the Debtor and BBX as a result of [Daniel S.} Catalfumo's
failure to make the $25 million payment and to fully collateralize
the $5 Million Obligation by Aug. 20, 2013, as required under the
Original June 7, 2013 Settlement Agreement, and certain alleged
actions on the part of BBX that the Debtor and Catalfumo assert
impaired or impeded timely performance.  In connection with that
dispute, the Debtor filed a motion to extend the Aug. 20, 2013
deadline for the payment of the $25 million of the settlement cash
proceeds under the Original Settlement Agreement [ECF No. 144] and
BBX filed a motion to enforce the Settlement Agreement and for
entry of an Order dismissing the Debtor's bankruptcy case with
prejudice [ECF No. 155].

"On Oct. 11, 2013, and Oct. 21, 2013, the parties attended a
further Judicial Settlement Conference with Judge [Paul G.] Hyman.
After lengthy and intense negotiations, the parties reached a
consensual resolution and settled the aforementioned dispute
pursuant to the Amendment to the Original June 7, 2013 Settlement
Agreement attached hereto as Exhibit "A" (the "Amendment").

"An integral part of the Amendment is to provide various payments
and transfers to BBX in accordance with the specific deadlines in
the Amendment.

"The Plan, as modified to incorporate the terms of the Settlement
Agreement, as amended by the Amendment, retains the same overall
structure and goal of the Plan.  The Modifications only affect
BBX, the Debtor, the Debtor's principal and plan sponsor, Mr.
Catalfumo, and various related parties of Mr. Catalfumo.  The
Modifications do not adversely affect any other parties, and
treatment of creditors other than BBX remains the same."

The Debtor submits that the Modifications are neither material nor
adverse with regard to the proposed treatment of the Debtor's
creditors under the Plan.

Thus, the Debtor requests that the Court make a determination
under 11 U.S.C. Section 1127(c) and (d) that: i) the Debtor, as
the proponent of the Modified Plan, complied with 11 U.S.C.
Section 1125; and ii) all creditors that submitted ballots
accepting the Plan are deemed to have accepted the Modified Plan
that incorporates the terms of the June 7, 2013 Settlement
Agreement, as amended by the Amendment.

A copy of the Amendment is available at:

         http://bankrupt.com/misc/pgaflyover.doc229-1.pdf
         http://bankrupt.com/misc/pgaflyover.doc229-2.pdf

                         About PGA Flyover

PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida on
April 17, 2013.  Lenore M. Rosetto, Esq., and Bradley S.
Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca
Raton, Florida, serve as counsel to the Debtor.  The Debtor
disclosed $10 million to $50 million in assets and liabilities.

The Debtor, owner of the mixed use development known as the PGA
Professional and Design Center in Florida, filed a liquidating
plan that would satisfy 100% of its liabilities.

PGA Flyover, an entity managed and owned by Florida developer
Daniel S. Catalfumo, says it has commenced the bankruptcy case to
resolve the wasteful scorched earth litigation tactics engaged in
by BBX Capital Asset Management, LLC, the current owner of a final
judgment of $40.9 million.

The PGA Professional and Design Center is located on the Southeast
quadrant of PGA Boulevard and RCA Boulevard in Palm Beach Gardens,
an attractive location with strong development potential.

Under the Plan, holders of general unsecured claims are impaired
and will recover 50% or 100% of their allowed claims.  BBX's
secured claim is impaired.  PGA will cause its properties to be
transferred to BBX as payment for the remaining amount of the
secured claim.  Interests will be extinguished and will not
receive any distribution under the Plan.


PIRATES POINT: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Pirates Point Yacht Club and Marina
        901 SE 17 Street, Suite 205
        Ft. Lauderdale, FL 33316

Case No.: 13-36527

Chapter 11 Petition Date: November 1, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge:  Hon. Raymond B Ray

Debtor's Counsel: Gary M Murphree, Esq.
                  7385 SW 87 Ave # 100
                  Miami, FL 33173
                  Tel: 305-441-9530
                  Email: gmm@amlaw-miami.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Dale Wood, managing member.

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


ROXWELL PERFORMANCE: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Roxwell Performance Drilling, LLC
        1001 Main Street, Suite 501
        Lubbock, TX 79408

Case No.: 13-50301

Chapter 11 Petition Date: November 1, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Lubbock)

Judge: Hon. Robert L. Jones

Debtor's Counsel: Max Ralph Tarbox, Esq.
                  TARBOX LAW P.C.
                  2301 Broadway
                  Lubbock, TX 79401
                  Tel: (806)686-4448
                  Email: meredith@tarboxlaw.com

Total Assets: $4.59 million

Total Liabilities: $7.45 million

The petition was signed by Fernando M. Bustos, receiver.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb13-50301.pdf


SONY CORP: Struggles to Stay in the Game
----------------------------------------
Juro Osawa, writing for The Wall Street Journal, reported that in
just three months, Sony Corp. went from a company on the mend to
one whose recovery is now in serious doubt.

According to the report, Hidekazu Miyahara, an analyst at Marusan
Securities, recalls the celebratory mood at Sony's earnings
briefing in Tokyo in late July.  The Japanese electronics giant
had just reported a net profit for the three months ended June 30
and analysts saw signs of a recovery in Sony's core electronics
operations following restructuring that involved 10,000 layoffs.
During the question-and-answer session, another analyst told the
executives how excited he was to see the television business
finally turn profitable.

On Oct. 31, Mr. Miyahara was shocked to see Sony issue a profit
warning while reporting a loss for the three months ended
Sept. 30, the report related.

"The outlook is particularly disappointing because Sony has
already done a lot of cost cuts," said Mr. Miyahara, the report
cited.  "There may be little room left for more drastic cuts in
fixed costs," he said, noting that he is reviewing his "Buy"
rating on the stock.

Investors sent the Japanese electronics maker's shares tumbling in
Tokyo trade on Nov. 1 after the company slashed its profit outlook
by 40% on Oct. 31, the report related.  The stock fell 11% to
close at JPY1,668, wiping more than $2 billion off Sony's market
value.

Based in Tokyo, Japan, Sony Corporation is engaged in the
development, design, manufacture, and sale of various kinds of
electronic equipment, instruments, and devices for consumer,
professional and industrial markets as well as game hardware and
software.  Sony's primary manufacturing facilities are located in
Asia including Japan.  Sony also utilizes third-party contract
manufacturers for certain products.  Sony's products are marketed
throughout the world by sales subsidiaries and unaffiliated
distributors as well as direct sales via the Internet.  Sony is
engaged in the development, production and acquisition,
manufacture, marketing, distribution and broadcasting of image-
based software, including motion picture, home entertainment and
television product.  Sony is also engaged in the development,
production, manufacture, and distribution of recorded music.
Further, Sony is also engaged in various financial services
businesses, including life and non-life insurance operations
through its Japanese insurance subsidiaries and banking operations
through a Japanese Internet-based banking subsidiary.  In addition
to the above, Sony is engaged in a network services business and
an advertising agency business in Japan.


STOCKTON RDA: S&P Raises Rating on 2004 Revenue Bonds to 'CC'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its underlying rating
(SPUR) to 'CC' from 'C' on Stockton Redevelopment Agency (RDA),
Calif.'s series 2004 revenue bonds (arena project).  Standard &
Poor's also raised its long term ratings and SPURs to 'CCC' from
'C' on Stockton Public Financing Authority's series 2003A and B
certificates of participation (COPs) and its SPUR to 'CCC' from
'C' on the authority's series 2006A lease revenue refunding bonds.
All series are appropriation obligations of Stockton.  The outlook
on the series 2004 revenue bonds (arena project) is negative and
the outlook on the series 2003A and B COPs and 2006A lease revenue
refunding bonds is stable.

The rating actions reflect S&P's adoption of revised ratings
definitions on Oct. 24, 2013.

The 'CC' rating on the series 2004 (arena project) reflects S&P's
view that default on this issue is a virtual certainty during the
life of the obligations.  The city has shown an unwillingness to
support these obligations.  Although the city has made full and
timely payments on these obligations to date, under its recently
filed proposed plan of adjustment - a necessary step for the city
to exit protection from creditors under Chapter 9 of the U.S.
Bankruptcy Code - the city would not make full payments on the
obligations.  The bonds' insurer, National Public Finance Guaranty
Corp., would make up the balance.  The change would take effect in
the next 12 months, if approved by the bankruptcy court.  S&P
understands that the proposed restructuring is subject to
modification in the coming months as part of an evaluation and
comment process and is predicated on city voters' approval of a
sales tax increase in an election scheduled for Nov. 5, 2013.  The
city plans to use restricted tax increment revenues to support
debt service on these obligations during fiscal 2014 pending the
adoption of a final plan of adjustment.

The 'CCC' rating on the series 2003A and B COPs and 2006A lease
revenue refunding bonds reflects S&P's view that timely and full
payments on these obligations are vulnerable due in part to an
unwillingness to support other general fund obligations and that
payments are dependent upon favorable business, financial, and
economic conditions.  At the same time, S&P believes that the
city's proposed plan of adjustment and the presence of debt
service reserves or surety policies create the conditions for the
city to continue to meet its obligations on these series during
the next 12 months.  The city plans to use restricted tax
increment revenues to support debt service on the series 2003A and
B COPs and general city revenues to support series 2006A payments
during fiscal 2014 pending the adoption of a final plan of
adjustment.

S&P believes that there are two additional risks to the city's
full and timely payments on its obligations.  First, S&P
understands that the trustee deducted funds from the respective
reserve funds associated the series 2003A and B and 2004
obligations to fund legal expenses and that these could continue.
(S&P understands that the provider of the surety associated with
the series 2006A reimbursed the trustee directly.)  Second,
available tax increment revenues have been on a long-term
declining trend and a further contraction in the tax base could
reduce such revenues, although fiscal 2014 assessed values
associated with tax increment revenues rose slightly over the
prior year.

The negative outlook on the series 2004 reflects S&P's view that
the proposed plan of adjustment creates the conditions for the
city to fail to make full and timely payments on these obligations
during its one-year outlook horizon, in which case it would likely
lower the rating to 'D'.

The stable outlook on the series 2003A and B and 2006A obligations
reflects S&P's view that the city is likely to continue to make
full and timely payments on these obligations during the coming
year because of the availability of tax increment revenues, the
presence of debt service reserve balances and/or surety policies,
and the city's inclusion of full and timely payments on these
obligations in its proposed plan of adjustment.  S&P could raise
its rating if it believes that a final plan of adjustment and
other conditions are likely to support full and timely payments
during the lives of the obligations.  Conversely, should the city
propose a revised plan of adjustment that would reduce or delay
the city's payments or if deteriorating revenues reduce the city's
ability to meet its obligations, S&P could lower the ratings.


STRIKE MINERALS: In Talks with Investor Over Debt Financing
-----------------------------------------------------------
Strike Minerals Inc. is providing this bi-weekly Default Status
Report in accordance with National Policy 12-203 -Cease Trade
Orders for Continuous Disclosure Defaults.  On September 19, 2013
the Company disclosed the default notice that, for the reasons
disclosed in the Default Notice, there would be a delay in the
filing of its annual financial statements, accompanying
Management's Discussion and Analysis and related CEO and CFO
certifications of annual filings for the financial year ended
April 30, 2013.

As a result of this delay in filing the Required Filings, a
management cease trade order ("MCTO") was granted to the
Corporation.  The MCTO restricts all trading in securities of the
Corporation, whether direct or indirect, by the Chief Executive
Officer, the Chief Financial Officer and the directors of the
Corporation until such time as the Required Filings have been
filed by the Corporation.  The MCTO does not affect the ability of
all other shareholders who are not insiders of the Corporation to
trade their securities.

The Company is proceeding to seek financing that will enable it to
prepare and complete all necessary material to make the required
filings.

The Company also confirms that since the issuance of the MCTO,
there has not been any material change concerning the affairs of
the Company that has not been disclosed as of the date of this
news release.

The Company continues to have discussions with a number of Parties
that have expressed interest in undertaking either an investment
in Strike or joint venture participation in its Edwards Mine gold
project.  While the Company is actively pursuing financing
opportunities, there is no certainty that a financing will occur.
Currently, the Company is in close discussions with a private
investor looking to debt finance $8.5 million to $9.5 million.
The Company hopes that it should be concluded within the next four
weeks but preliminary discussions have been ongoing for several
months.

                          About Strike

Headquartered in Toronto, Ontario, Strike Minerals is a TSX-V
listed company that is engaged in the exploration and development
of precious metal properties in Canada.  Its primary property is
the former producing Edwards Gold Mine property in the Goudreau -
Lochalsh Gold Camp near Wawa, Ontario.


SUMMIT HOLDINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Summit Holdings of Illinois, LLC
        2481 Summitridge Drive
        Beverly Hills, CA 90210

Case No.: 13-36606

Chapter 11 Petition Date: November 1, 2013

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

Debtor's Counsel: Warren G Enright, Esq.
                  ENRIGHT LAW CENTER
                  2102 Business Ctr Dr Ste 130
                  Irvine, CA 92612
                  Tel: 949-642-3856
                  Fax: 888-522-7849
                  Email: enrightlawcenter@gmail.com

Total Assets: $8 million

Total Liabilities: $8.39 million

The petition was signed by Nikolas Konstant, managing member.

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


SUNTECH POWER: Intends to Challenge U.S. Involuntary Bankruptcy
---------------------------------------------------------------
Suntech Power Holdings Co., Ltd., one of the world's largest solar
companies, on Oct. 31 disclosed that it intends to challenge the
petition for involuntary bankruptcy filed against it under Chapter
7 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in the
Southern District of New York.  The Company has until November 6,
2013 to respond.

The petition was brought by a group of four asserted bondholders
holding in aggregate approximately $1.6 million of the Company's
3% Convertible Senior Notes Due 2013, representing less than 0.3%
of the total aggregate principal amount of approximately $541
million of Notes outstanding.  On September 20, 2013, a judgment
had been entered in favor of certain of such petitioning
bondholders with respect to repayment of their Notes.  Suntech is
currently appealing such judgment.

Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Suntech's main unit was
pulled into bankruptcy proceedings in China after the panel maker
missed a bond payment in March.  It was the world's biggest solar
manufacturer by 2011 shipments.

Suntech defaulted on $541 million in bonds, according to the
Chapter 7 filing.

Bondholders claim that that Suntech has failed to satisfy
judgments of more than $560,000 they won in September.

Wall Street investors funneled $1.28 billion into Suntech,
including the bonds and $742.6 million of stock sales in 2005
and 2009, according to the filing.

The company had $2.26 billion in debt at the end of the first
quarter, the last time it reported earnings.

                            About Suntech

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

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

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013 in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.


SUNTECH POWER: Involuntary Chapter 7 Case Summary
-------------------------------------------------
Alleged Debtor: Suntech Power Holdings Co., Ltd.
                575 Market Street
                San Francisco, CA 94105

Case Number: 13-13350

Type of Business: Producer of solar products for residential,
                  commercial, industrial, and utility
                  applications.

Involuntary Chapter 7 Petition Date: October 14, 2013

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

Judge: Hon. Stuart M. Bernstein

Petitioners' Counsel: Jay Teitelbaum, Esq.
                      TEITELBAUM & BASKIN LLP
                      1 Barker Avenue, Third Floor
                      White Plains, NY 10601
                      Tel: 914 437 7670
                      Fax: 914 437 7672
                      Email: jteitelbaum@tblawllp.com

Alleged Debtor's petitioners:

Petitioner                       Nature of Claim  Claim Amount
----------                       ---------------  ------------
Trondheim Capital Partners, L.P.  Federal Court      $516,277
2224 Buckaroo Trail               Jugment
Gilbert, AZ 85295

Michael Meixler                   Federal Court       $51,627
4451 S. White Mountain Rd #A      Judgment
Show Low, AZ 85901

Longball Holdings, LLC            Federal Court       $10,325
107 S. Tower Ave                  Judgment
Centralia, WA 98531

Jiangsu Liquidators, LLC          Matured Note/    $1,000,000
2224 Buckaroo Trail               Indenture
Gilbert, AZ 85295


SUNTECH POWER: To Sell Main China Assets for $492MM to Rival
------------------------------------------------------------
Wayne Ma, writing for The Wall Street Journal, reported that
Suntech Power Holdings Co. agreed to sell its core assets in China
for three billion yuan ($492 million) to a smaller rival,
attempting to pay back creditors after defaulting on billions of
dollars in debt.

According to the report, Shunfeng Photovoltaic International Ltd.
said on Nov. 3 Sunday that it won a bid to acquire the main
Chinese unit of Suntech, once the world's largest solar-panel
supplier.  As part of the deal, Shunfeng said it would absorb Wuxi
Suntech losses of up to 20 million yuan a month between March 20
and Oct. 31. It also would provide funds for upgrading Wuxi
Suntech's facilities within two years.

The unit, Wuxi Suntech Power Co., owns intellectual property, more
than two gigawatts of solar-panel manufacturing capacity and a
research-and-development operation, according to people familiar
with the company, the report related.

Suntech, which has struggled amid a global overcapacity of solar
panels and falling prices, defaulted on $541 million in U.S.
convertible bonds in March, the report added.  That triggered
defaults on its Chinese debt and put Wuxi Suntech into bankruptcy
proceedings in China. Including the bonds, Suntech holds more than
$2.3 billion in mostly Chinese debt.

Shunfeng said that it paid a 500 million yuan deposit to acquire
Wuxi Suntech, the report further related.  The deal is subject to
the approval of Shunfeng's shareholders and the local court
supervising Wuxi Suntech's restructuring. Shunfeng said it would
pay the balance of the purchase price within a month of getting
approval for the deal.

                            About Suntech

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

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

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013 in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.


TOPAZ CAPITAL: Returns to Bankruptcy a Year After Dismissal
-----------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Topaz Capital &
Investment Inc., which owns property planned for residential
development, sought bankruptcy protection from creditors for the
second time, less than a year and a half after its first case was
dismissed.

According to the report, the company listed debt of about $17.3
million and assets of $5 million in Chapter 11 documents filed
Oct. 28 in U.S. Bankruptcy Court in San Diego, where it is based.

Topaz's only asset is 28.55 acres in Victorville, California,
which it values at $5 million, according to court papers.

The company sought Chapter 11 bankruptcy in March 2010 and had the
case dismissed at its request more than two years later, according
to court document. The company said it resolved a disputed
creditor claim that had prompted Topaz to make the bankruptcy
filing to prevent a foreclosure sale of the property.

The U.S. Trustee, a branch of the justice department that monitors
bankruptcy cases, asked for the first bankruptcy to be dismissed
about seven month after the filing, saying little progress had
been made in the case and the company didn't show a reasonable
likelihood of rehabilitation.

Topaz said in court documents filed in the first case that it was
pursuing a Housing and Urban Development loan to commence
construction of residential project, with 236 units planned for
the first phase and a total of 428 "market rate multifamily
apartments" which would possibly include affordable housing.

The company owes most of its debt to Integrated Financial
Associates Inc., which has a claim of about $16 million secured by
the property.

The new case is In re Topaz Capital & Investment Inc., 13-bk-
10467, U.S. Bankruptcy Court, Southern District of California (San
Diego).  The first case was In re Topaz Capital & Investment Inc.,
10-bk-04983, U.S. Bankruptcy Court, Southern District of
California (San Diego).


TOYS R US: 2016 Bank Debt Trades at 6% Off
------------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 93.38 cents-on-the-
dollar during the week ended Friday, November 1, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 0.83
percentage points from the previous week, The Journal relates.
Toys R Us pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 17, 2016.  The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 212 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


TOYS R US: 2019 Bank Debt Trades at 2% Off
------------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 97.60 cents-on-the-
dollar during the week ended Friday, November 1, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.35
percentage points from the previous week, The Journal relates.
Toys R Us pays 500 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 25, 2019.  The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 212 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


TUBE CITY: S&P Cuts CCR to 'B+' & Removes Rating From CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Tube City to 'B+' from 'BB-' and assigned a
stable outlook following the announcement by The Pritzker
Organization that it has completed the acquisition of TMS
International.  At the same time, S&P removed all ratings on Tube
City from CreditWatch, where it had placed them with developing
implications on Aug. 29, 2013.  S&P subsequently withdrew its
corporate credit rating on Tube City and all of its issue-level
ratings on its debt, which has been repaid.

"We lowered the ratings on Tube City and removed them from
CreditWatch to reflect our view that its credit quality is now
aligned with that of its parent, TMS International, following the
closing of the acquisition by The Pritzker Organization.
Immediately thereafter, we withdrew the ratings because the
company's debt has been repaid," said Standard & Poor's credit
analyst Chiza Vitta.


URANIUM RESOURCES: Reports $3.95-Mil. Loss in 3Q Ended Sept. 30
---------------------------------------------------------------
Uranium Resources Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $3,949,264 on $nil of revenues for the three months ended Sept.
30, 2013, compared to a net loss of $4,220,914 on $nil of
revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $49,802,689
in total assets, $7,319,703 in total liabilities, and
stockholders' equity of $42,482,986.

The Company's condensed consolidated interim financial statements
have been prepared assuming that the Company will continue as a
going concern; however, should the Company be unsuccessful in
closing the financing transaction with Resource Capital Fund V
L.P., it would raise substantial doubt about the Company's ability
to do so.

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

                        http://is.gd/u4RvRM

                      About Uranium Resources

Uranium Resources Inc. -- http://www.uraniumresources.com--
explores for, develops and mines uranium.  Since its incorporation
in 1977, URI has produced over 8 million pounds of uranium by in-
situ recovery (ISR) methods in the state of Texas.  URI has over
206,600 acres of uranium mineral holdings and 152.9 million pounds
of in-place mineralized uranium material in New Mexico and an NRC
license to produce up to 1 million pounds of uranium per year.
URI has an additional 1.3 million pounds of in-place mineralized
uranium material in Texas and South Dakota.  The Company acquired
these properties over the past 20 years along with an extensive
information database of historic drill hole logs, assay
certificates, maps and technical reports.


WALTER ENERGY: Bank Debt Trades at 2% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 97.84 cents-on-
the-dollar during the week ended Friday, November 1, 2013,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal. This represents an increase
of 1.04 percentage points from the previous week, The Journal
relates.  Walter Energy Inc. pays 575 basis points above LIBOR to
borrow under the facility. The bank loan matures on March 14,
2018, and carries Moody's B3 rating and Standard & Poor's B
rating. The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Walter Energy Inc

Walter Energy, Inc. is primarily a metallurgical coal producer
with additional operations in metallurgical coke, steam and
industrial coal, and natural gas. Headquartered in Birmingham,
Alabama, the company generated $2 billion in revenue for the
twelve months ended June 30, 2013.

                            *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2013,
Standard & Poor's Ratings Services said that it assigned its 'B'
issue-level rating to Walter Energy Inc.'s proposed $350 million
senior secured notes due 2019.  The issue level rating, which is
one notch above the corporate credit rating, and the '2' recovery
rating indicate S&P's expectation for a substantial (70% to 90%)
recovery in the event of a payment default.  The corporate credit
rating remains 'B-' and the outlook is negative.


WEST BRANCH REGIONAL: S&P Changes Ratings Outlook to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
and affirmed its 'BB-' long-term rating on West Branch Regional
Medical Center, Mich.'s series 1999 mortgage revenue and refunding
bonds.

"The outlook revision reflects our view of the hospital's
vulnerability to unanticipated operating pressures that include
the reversal of a previously approved $2 million Medicare low-
volume adjustment," said Standard & Poor's credit analyst Avanti
Paul.  "The hospital thus violated its 1.25x debt service coverage
requirement and, per its bond terms, engaged a consultant and has
begun to implement margin improvement activities.  In our view,
the hospital has adequate unrestricted reserves at the current
rating to provide some flexibility while it works to stabilize and
increase its medical staff as well as stem volume declines and
outmigration.  Nevertheless, we believe that the hospital is
susceptible to any potential reimbursement changes resulting from
the health care reform bill, a high concentration of governmental
payors, and the inherent risks of a narrow revenue base," added
Ms. Paul.

West Branch Regional Medical Center is the operating name of John
Tolfree Health System, a municipal health facilities corporation.
Gross receipts and a mortgage on the facilities secure the bonds.
Other entities of the system include an outpatient diagnostic
facility, a hospice, and a foundation.


YSC INC: Court Okays Hiring of Wells and Jarvis as Attorney
-----------------------------------------------------------
YSC, Inc. sought and obtained authorization from the U.S.
Bankruptcy Court for the Western District of Washington in Seattle
to employ Wells and Jarvis, P.S. as attorneys.

The Debtor requires Wells and Jarvis to:

   (a) prepare schedules, records and reports as required by the
       Bankruptcy Rules, Interim Bankruptcy Rules and the Local
       Bankruptcy Rules;

   (b) prepare applications and proposed orders to be submitted to
       the court;

   (c) identify and prosecute claims and causes of action
       assertable by Applicant on behalf of the estate herein;

   (d) assist and advise the Debtor-In-Possession in performing
       their other official functions; and

   (e) protect and preserve the assets of the estate for the
       Debtor-In-Possession from the claims of secured creditors.

Wells and Jarvis will be paid at these hourly rates:

       Jeffrey B. Wells          $360
       Emily A. Jarvis           $310
       Paralegal                 $100

The Debtor paid a retainer to Wells and Jarvis in the amount of
$2,000 initially to explore options for reorganization prior to
filing.  Subsequently, $10,000 was paid plus a $1,213 filing fee
prior to filing the Chapter 11 proceeding.

Wells and Jarvis will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Jeffrey B. Wells, partner of Wells and Jarvis, 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.

Wells and Jarvis can be reached at:

       Jeffrey B. Wells, Esq.
       WELLS AND JARVIS, P.S.
       502 Logan Building
       500 Union Street
       Seattle, WA 98101-2332
       Tel: (206) 624-0088
       Fax: (206) 624-0086

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.  The owner listed the hotels as worth $17.9 million.
Total debt is $18.5 million, including $18 million in secured
debt.  Among mortgage holders, Whidbey Island Bank is owed $13.3
million.


* Canadian Companies Lead Foreign Chapter 15 Bankruptcy Filings
---------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that 33 foreign companies
have sought to protect their assets in the U.S. with Chapter 15
bankruptcy filings so far this year. Canadian companies have
accounted for 39 percent of the total.

According to the report, Chapter 15 of the U.S. Bankruptcy Code is
used by foreign companies to shield U.S. assets from creditors'
claims and protect them from lawsuits, if it can persuade a U.S.
bankruptcy judge to recognize its insolvency proceedings abroad as
the foreign main proceeding.

If OGX Petroleo & Gas Participacoes SA, which filed for bankruptcy
Oct. 30 in Brazil in the largest corporate debt debacle on record
in Latin America, seeks Chapter 15 bankruptcy protection, it will
be the second Brazilian company to do so this year. Banco Pontual
filed for Chapter 15 on Oct. 22.

Twelve foreign companies filed their Chapter 15 bankruptcy
petitions in New York's Southern District Bankruptcy Court this
year, making it the busiest venue for such cases. Seven companies
have filed for Chapter 15 protection in Delaware's Bankruptcy
Court during that period.


* Next Corporate Default Cycle to Have More Losses, Moody's Says
----------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that the next corporate
default cycle could result in higher investor losses than the one
just experienced in the U.S. and is expected to have a lower
default rate over a longer period, Moody's Investors Services said
in an Oct. 30 statement.

"Assuming the next default cycle is driven by a more traditional
economic downturn that does not prompt U.S. Federal Reserve
intervention, it is likely to resemble those of 1990-92 and 1999-
2004," Moody's Senior Vice President David Keisman says in a
report titled "Next Default Cycle May Feature Lower Default Rate,
but Higher Investor Losses" according to the statement.

"If so, the default rate will be lower and the duration longer,
but average firm-wide recoveries could also be lower", Mr. Keisman
says in the report.

The previous default cycle in 2009 and 2010 was softened by a
multitude of distressed debt exchanges and so-called prepackaged
bankruptcies, where restructuring terms were already worked out
with creditors who pledged their support for the reorganizations
before the companies sought bankruptcy protection.

"The next default cycle could include a higher proportion of
court-supervised Chapter 11 filings, which tend to have weaker
recoveries," Mr. Keisman says.

The report authors question whether the recent distressed debt
exchanges provided enough capital or merely bought the companies
some time before a default or bankruptcy.

About 100 companies executed distressed exchanges during 2009 and
2010 and so far 14 have defaulted again, with most resulting in
bankruptcies.

There is no clear sign yet of when the next default cycle may
occur, Moody's says.  While there has been deterioration in
speculative-grade credit quality it hasn't reached levels that
would see the default rate surge in the next year.

The New York-based credit grader expects a 2.7 percent default
rate among U.S. speculative-grade issuers at the end of this year.
The riskiest corporate borrowers have been buoyed by the Federal
Reserve's unprecedented monetary stimulus, which has pushed bond
yields to the lowest ever.

Even as the default rate holds below a two-decade average of 4.5
percent, credit quality has started to decline, leading to an
increase of downgrades to the B2 and B3 categories, five and six
levels below investment grade. Companies have increased their
ratios of debt to earnings, lowered interest coverage and issued
more covenant-light securities that have fewer investor
protections.

Yields on bonds issued by the riskiest U.S. companies fell to a
record low of 5.98 percent in May, according to the Bank of
America Merrill Lynch U.S. High Yield index.  Borrowing costs have
since risen to 6.44 percent, below the average of 9.05 percent
during the past 10 years.


* Federal Home Loan Banks Drop Objection to BofA Settlement
-----------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reported that three
federal home loan banks dropped their opposition to Bank of
America Corp.'s $8.5 billion settlement in a New York state court
lawsuit over Countrywide residential mortgage backed securities.

According to the report, lawyers for the Federal Home Loan Banks
of Boston, Chicago and Indianapolis on Oct. 31 told New York
Supreme Court Judge Barbara Kapnick they are withdrawing from the
case.

Also on Oct. 31, lawyers for Cranberry Park LLC and Cranberry Park
LLC II, funds which in August said they owned Countrywide
securities with an original principal value of more than
$1 billion, asked the judge for permission to withdraw their
previous objection to the settlement.

The settlement between Bank of New York Mellon Corp., as trustee
for the securities, and Bank of America's Countrywide, resolves
claims the mortgage lender breached its contractual obligation to
repurchase delinquent mortgages that were pooled for the
securities, the report related.

Lawrence Grayson, a spokesman for Charlotte, North Carolina-based
Bank of America, declined to comment on the filings, the report
said.

The case is In the matter of the application of the Bank of New
York Mellon, 651786-2011, New York State Supreme Court, New York
County (Manhattan).


* CFTC Delays Cases, Shelves Probes, in Funding Squeeze
-------------------------------------------------------
Jean Eaglesham, writing for The Wall Street Journal, reported that
the Commodity Futures Trading Commission is so cash-starved that
the agency is being forced to delay cases, shelve certain probes
and decided not to file charges against two former traders over
J.P. Morgan Chase & Co.'s "London whale" trading mess, a top
official said.

According to the report, in an interview, David Meister, who
stepped down as the CFTC's enforcement chief, said the agency is
"absolutely undersized" for the sprawling futures and options
markets it must police.

"We will do everything we can . . . but we have limited staff and
limited resources," Mr. Meister said, the report cited.
"Ultimately, it comes down to the math."

The 50-year-old former prosecutor's warning came on Oct. 30, his
last day at the CFTC after a near-three-year enforcement stint,
the report related.  Since he joined the CFTC in January 2011, the
once-obscure agency has reinvented itself to become an apparent
force to be reckoned with.

During Mr. Meister's watch, the CFTC nearly doubled its
enforcement actions and tripled its sanctions, compared with the
previous three-year period, the report further related.  This year
alone, it has filed a number of high-profile cases, including
civil actions against Jon S. Corzine, former chief executive of MF
Global Holdings Ltd., and CME Group Inc., CME +0.11%  the world's
largest futures-exchange operator. Both deny wrongdoing and are
fighting the cases.


* CoreLogic Reports 51,000 Completed Foreclosures in September
--------------------------------------------------------------
CoreLogic(R), a residential property information, analytics and
services provider, today released its September National
Foreclosure Report which provides data on completed U.S.
foreclosures and the national foreclosure inventory.  According to
CoreLogic, there were 51,000 completed foreclosures in the U.S. in
September 2013, down from 84,000 in September 2012, a year-over-
year decrease of 39 percent.  On a month-over-month basis,
completed foreclosures were virtually unchanged, decreasing a
scant 0.7 percent, from 51,000* reported in August.

As a basis of comparison, prior to the decline in the housing
market in 2007, completed foreclosures averaged 21,000 per month
nationwide between 2000 and 2006.  Completed foreclosures are an
indication of the total number of homes actually lost to
foreclosure.  Since the financial crisis began in September 2008,
there have been approximately 4.6 million completed foreclosures
across the country.

As of September 2013, approximately 902,000 homes in the U.S. were
in some stage of foreclosure, known as the foreclosure inventory,
compared to 1.4 million in September 2012, a year-over-year
decrease of 33 percent.  Month over month, the foreclosure
inventory was down 3.3 percent from August 2013 to September 2013.
The foreclosure inventory as of September 2013 represented 2.3
percent of all homes with a mortgage compared to 3.2 percent in
September 2012.

"The foreclosure inventory continues to decline, now standing at
an early 2009 level," said Mark Fleming, chief economist for
CoreLogic.  "Just over 900,000 properties remain in the inventory,
two thirds of them in judicial states where the foreclosure
process is typically slower.  Consequently, the pace of overall
improvement in the inventory will slow down and distressed assets
will cast a long shadow over housing markets in states with
judicial foreclosure."

"The number of seriously delinquent mortgages continues to drop
across the country at a rapid rate with every state showing year-
over-year declines in foreclosure inventory," said
Anand Nallathambi, president and CEO of CoreLogic.  "We're not out
of the woods yet, but these are encouraging signs for a return to
a healthier housing market in the U.S."

Highlights as of September 2013:

   -- The five states with the highest number of completed
foreclosures for the 12 months ending in September 2013 were:
Florida (115,000), California (52,000), Texas (43,000), Michigan
(40,000) and Georgia (39,000).  These five states accounted for
almost half of all completed foreclosures nationally.

   -- The five states with the lowest number of completed
foreclosures for the 12 months ending in September 2013 were:
District of Columbia (52), North Dakota (454), Hawaii (490), West
Virginia (521) and Wyoming (719).

   -- The five states with the highest foreclosure inventory as a
percentage of all mortgaged homes were: Florida (7.4 percent), New
Jersey (6.5 percent), New York (4.8 percent), Maine (4.0 percent)
and Connecticut (3.7 percent).

   -- The five states with the lowest foreclosure inventory as a
percentage of all mortgaged homes were: Wyoming (0.4 percent),
Alaska (0.6 percent), North Dakota (0.7 percent), Nebraska (0.7
percent) and Colorado (0.7 percent).

*August data was revised. Revisions are standard, and to ensure
accuracy, CoreLogic incorporates newly released data to provide
updated results.

Table 1: Judicial Foreclosure States Foreclosure Ranking (Ranked
by Completed Foreclosures)

Table 2: Non-Judicial Foreclosure States Foreclosure Ranking
(Ranked by Completed Foreclosures)

Table 3: Foreclosure Data for the Largest Core Based Statistical
Areas (CBSAs) (Ranked by Completed Foreclosures)

Figure 1: Number of Mortgaged Homes per Completed Foreclosure

Figure 2: Foreclosure Inventory as of September 2013

Figure 3 (is a map): Foreclosure Inventory by State Map

                           Methodology

The data in this report represents foreclosure activity reported
through September 2013.

This report separates state data into judicial vs. non-judicial
foreclosure state categories.  In judicial foreclosure states,
lenders must provide evidence to the courts of delinquency in
order to move a borrower into foreclosure.  In non-judicial
foreclosure states, lenders can issue notices of default directly
to the borrower without court intervention.  This is an important
distinction since judicial states, as a rule, have longer
foreclosure timelines, thus affecting foreclosure statistics.

A completed foreclosure occurs when a property is auctioned and
results in the purchase of the home at auction by either a third
party, such as an investor, or by the lender.  If the home is
purchased by the lender, it is moved into the lender's real estate
owned (REO) inventory.  In "foreclosure by advertisement" states,
a redemption period begins after the auction and runs for a
statutory period, e.g., six months.  During that period, the
borrower may regain the foreclosed home by paying all amounts due
as calculated under the statute.  For purposes of this Foreclosure
Report, because so few homes are actually redeemed following an
auction, it is assumed that the foreclosure process ends in
"foreclosure by advertisement" states at the completion of the
auction.

The foreclosure inventory represents the number and share of
mortgaged homes that have been placed into the process of
foreclosure by the mortgage servicer.  Mortgage servicers start
the foreclosure process when the mortgage reaches a specific level
of serious delinquency as dictated by the investor for the
mortgage loan.  Once a foreclosure is "started," and absent the
borrower paying all amounts necessary to halt the foreclosure, the
home remains in foreclosure until the completed foreclosure
results in the sale to a third party at auction or the home enters
the lender's REO inventory.  The data in this report accounts for
only first liens against a property and does not include secondary
liens.  The foreclosure inventory is measured only against homes
that have an outstanding mortgage.  Homes with no mortgage liens
can never be in foreclosure and are, therefore, excluded from the
analysis.  Approximately one-third of homes nationally are owned
outright and do not have a mortgage.  CoreLogic has approximately
85 percent coverage of U.S. foreclosure data.

                          About CoreLogic

CoreLogic -- http://www.corelogic.com-- is a property
information, analytics and services provider in the United States
and Australia.  The company's combined data from public,
contributory and proprietary sources includes over 3.3 billion
records spanning more than 40 years, providing detailed coverage
of property, mortgages and other encumbrances, consumer credit,
tenancy, location, hazard risk and related performance
information.  The markets CoreLogic serves include real estate and
mortgage finance, insurance, capital markets, transportation and
government.  CoreLogic delivers value to clients through unique
data, analytics, workflow technology, advisory and managed
services.  Clients rely on CoreLogic to help identify and manage
growth opportunities, improve performance and mitigate risk.
Headquartered in Irvine, Calif., CoreLogic operates in seven
countries.


* U.S. Senate Republicans Block Mel Watt Nomination to Head FHFA
----------------------------------------------------------------
Cheyenne Hopkins & Clea Benson, writing for Bloomberg News,
reported that U.S. Senate Republicans on Nov. 1 dealt a blow to
President Barack Obama's efforts to install his own nominee as
regulator of Fannie Mae and Freddie Mac, blocking an effort to
confirm Representative Mel Watt to the post.

According to the report, Republicans cited misgivings about the
qualifications of Watt, a North Carolina Democrat, to lead the
Federal Housing Finance Agency.  All but two of them voted against
moving his nomination to a final debate, leaving Democrats short
of the 60 votes they needed.

Watt would replace Edward J. DeMarco, who has been acting director
of the agency since 2009, the report related.

"The procedural failure of this vote does not completely end the
Watt nomination saga but it is undeniably a body blow for the
effort," said Isaac Boltansky, an analyst with Compass Point
Research Trading LLC in Washington, the report added.

Democrats could bring the nomination to the floor again, the
report said.  Richard Burr of North Carolina and Rob Portman of
Ohio voted with Democrats, and Obama administration officials said
they still hoped to convince more Republicans to support Watt.


* Moody's Says Public Finance Downgrades Continue in 3rd Qtr
-------------------------------------------------------------
More than 75% of US public finance rating actions in the third
quarter continued to be downgrades, says Moody's Investors Service
in "US Public Finance Rating Revisions for Q3 2013: Downgrades
Continue but Pace Moderates." The exact percentage of rating
actions that were downgrades in the third quarter, 77%,
represented an improvement on the 83% that were downgrades for
both the second and first quarters of 2013.

Moody's expects downgrades to continue to outpace upgrades through
the rest of the year despite broader economic improvement as
pockets of credit pressure remain.

Specifically, of the 235 rating actions Moody's took in the third
quarter, 182 were downgrades. By par amount, Moody's downgraded
$53.9 billion of public finance debt in the third quarter, down
from the $92 billion downgraded in the second quarter but more
than the $27 billion downgraded in the first quarter.
The number of quarterly upgrades has increased modestly during
2013, from 36 in the first quarter to 45 and 53 in the second and
third quarters. However, the par amount upgraded was $8 billion in
the third quarter, down slightly from the $12 billion in each of
the previous two quarters.

During the third quarter eight of the 10 largest downgrades in
terms of par value were local governments. The most prominent of
these were the City of Chicago, to A3 from Aa3, affecting $8.2
billion in debt, Chicago Board of Education, to A3 from A2,
affecting $6.3 billion in debt and Philadelphia School District,
to Ba2 from Ba1, affecting $3.3 billion.

In all there were 145 downgrades of local governments during the
quarter, affecting $42 billion in debt. Nineteen local government
downgrades were based on Moody's new approach for analyzing state
and local government pensions, including those taken on the cities
of Chicago, Cincinnati, and Minneapolis.

"The preponderance of local government downgrades underscores the
credit pressure some local governments continue to face," says
Moody's Analyst Chandra Ghosal. "We also see that despite broader
economic improvement, there are still regional pockets of
concentrated credit pressure."

One sign of these concentrations is the high share of downgrades
in California, Illinois, and Michigan, where Moody's downgraded
ratings of 79 issuers, accounting for over 40% of downgrades in
the quarter.

The largest upgrade among the local governments was for the City
of Atlanta's Water and Wastewater enterprise bonds to Aa3 from A1,
affecting $3.1 billion in par amount of debt.

In the higher education sector, Moody's downgraded 16 institutions
with $3.6 billion in debt in the third quarter, while it upgraded
just three institutions with $467 million in debt. Seven of the
eight public universities Moody's rates in Illinois were
downgraded because of their high dependence on state funding,
which has been delayed or reduced for several years. Among them
was the University of Illinois, which Moody's downgraded to Aa3
from Aa2, affecting $1.56 billion in debt.

In the infrastructure sector, there were no positive rating
actions in the third quarter, while there were eight downgrades
affecting $4.5 billion. Of the seven, two were municipal electric
utilities with exposure to nuclear-generation assets, highlighting
the higher costs and risks associated with these facilities.
In the not-for-profit hospital sector, Moody's downgraded 10
hospitals and $2.67 billion in debt and upgraded eight hospitals
with $2.31 billion in debt. Decline in patient admission volumes
was a common driver of a majority of the downgrades. One
significant upgrade in the sector was for the Indiana University
Health, to Aa3 from A1, affecting $1.4 billion par amount of debt.
The housing sector was the only one where upgrades outpaced
downgrades, with 10 upgrades on $474 million in debt against two
downgrades on $452 million in debt. The majority of rating actions
were to privatized military housing credits.


* Distressed Investing 2013 Set for Mon., Dec. 2, 2013
------------------------------------------------------
The 20th Annual Distressed Investing conference -- the oldest and
most established New York corporate restructuring conference --
will be held on Mon., Dec. 2, 2013, at The Helmsley Park Lane
Hotel in Midtown Manhattan.  This year's program features ten
timely panels presented by 45 top restructuring professionals:

7:30 a.m.
  Registration and Continental Breakfast sponsored by
  MILBANK

8:00 a.m.
  Chairman's Opening Remarks
     Hugh M. Ray, Esq., Principal, McKOOL SMITH and
     Van E. Conway, Chief Executive Officer, CONWAY
     MacKENZIE, INC.

8:10 a.m.
  Year in Review & New Business Opportunities
     Steven L. Gidumal at VIRTUS CAPITAL, LP

8:40 a.m.
  What's Next for Municipalities
     Van E. Conway, Chief Executive Officer, and
     Gregory A. Charleston, Senior Managing Director,
     CONWAY MacKENZIE, INC., ________ at JONES DAY, and
     Kenneth N. Klee, Esq., at KLEE, TUCHIN, BOGDANOFF &
     STERN LLP

9:30 a.m.
  Healthcare Restructuring Roundtable
     Joseph M. Geraghty, Senior Managing Director, CONWAY
     MacKENZIE, INC.; Shawn M. Riley, Esq., Cleveland
     Managing Member, McDONALD HOPKINS LLC; Bobby Guy,
     Esq., Member, FROST BROWN TODD LLC; and _________ at
     KAUFMAN HALL

10:10 a.m.
  Networking Break sponsored by GAVIN/SOLMONESE LLC

10:25 a.m.
  What's a Certificateholder to Do?
     Peter S. Goodman, Esq., Principal, McKOOL SMITH;
     Adam Sklar, Managing Principal, MONARCH ALTERNATIVE
     CAPITAL LP; Virginia "Ginny" Housum, Senior Vice
     President, UMB BANK; and Harold S. Horwich, Esq.,
     Partner, BINGHAM McCUTCHEN LLP

11:05 a.m.
  Best Practices in Distressed Private Equity Transactions
     Stephen E. Hessler, Esq., Partner, KIRKLAND & ELLIS
     LLP; David Orlofsky, Managing Director, ZOLFO COOPER,
     LLC; Len Wolman, Chairman & CEO, WATERFORD GROUP LLC;
     and John P. Brincko, President, SITRICK BRINCKO GROUP.

12:05 p.m.
  The Harvey R. Miller Awards Luncheon sponsored by
  EPIQ SYSTEMS presenting the Harvey R. Miller Outstanding
  Achievement Award for Service to the Restructuring
  Industry to Martin J. Whitman, Chairman and Portfolio
  Manager, THIRD AVENUE MANAGEMENT, LLC, and a conversation
  about the distressed investing community between these
  two pioneers.

1:15 p.m.
  European Investment Opportunities
     Adam B. Plainer, Esq., Partner, and Marcia L.
     Goldstein, Esq., Partner, WEIL, GOTSHAL & MANGES LLP;
     Ted J. Goldthorpe, President of APOLLO INVESTMENT
     CORPORATION and Chief Investment Officer of APOLLO
     INVESTMENT MANAGEMENT; Julian Salisbury, Head of
     Global Special Situations Group, GOLDMAN, SACHS &
     CO.; and Ari Lefkovits, Managing Director, LAZARD
     FRERES & CO.

2:00 p.m.
  Noteholders in the Age of Prepacks
     J. Eric Ivester, Esq., Partner, SKADDEN, ARPS, SLATE,
     MEAGHER & FLOM LLP; Alice Belisle Eaton, Esq.,
     Partner, PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP;
     Harold L. Kaplan, Esq., Partner, FOLEY & LARDNER LLP;
     and Michael O'Hara, Managing Director, THE BLACKSTONE
     GROUP L.P.

2:45 p.m.
  Networking Break sponsored by SITRICK BRINCKO GROUP LLC

3:00 p.m.
  Energy Industry Opportunities & Pitfalls
     Paul N. Silverstein, Timothy A. Davidson II and Robin
     Russell, Esq., Partners, ANDREWS KURTH LLP; Tero O.
     Janne, Managing Director, JEFFERIES & COMPANY, INC.;
     and Samuel M. Greene, Partner, at CENTERVIEW PARTNERS
     LLC

3:45 p.m.
  Ethics Hour
     John Wm. "Jack" Butler, Jr., Esq., Partner, SKADDEN,
     ARPS, SLATE, MEAGHER & FLOM LLP; Dennis F. Dunne,
     Esq., Partner, MILBANK, TWEED, HADLEY & McCLOY LLP;
     Edward ("Ted") Gavin, Managing Director,
     GAVIN/SOLMONESE LLC; and Marc D. Puntus, Partner,
     CENTERVIEW PARTNERS HOLDINGS LLC

4:45 p.m.
  Investors' Roundtable
     Steven L. Gidumal, Panel Moderator, Managing Partner,
     VIRTUS CAPITAL, LP; Leon Frenkel, General Partner,
     TRIAGE CAPITAL MANAGEMENT; Ken Grossman, Managing
     Partner, JURIS ADVISORS LLC; Gary E. Hindes, Managing
     Director, THE DELAWARE BAY COMPANY LLC; and Dave
     Miller, Portfolio Manager, Elliott Management Corp.

5:30 p.m.
  Wine Tasting and Honors Banquet (for all delegates,
  speakers and honorees) hosted by SKADDEN, ARPS, SLATE,
  MEAGHER & FLOM LLP, honoring the 2013 Turnarounds &
  Workouts Outstanding Young Restructuring Lawyers:

     * Jasmine Ball at Debevoise & Plimpton
     * Joshua Brody at Kramer Levin Naftalis & Frankel
     * Thomas R. Fawkes at Freeborn & Peters
     * Evan R. Fleck at Milbank Tweed Hadley & McCloy
     * Todd M. Goren at Morrison & Foerster
     * Stephen E. Hessler at Kirkland & Ellis
     * Wojciech F. Jung at Lowenstein Sandler
     * Jill L. Nicholson at Foley & Lardner
     * Arik Preis at Akin Gump Strauss Hauer & Feld
     * Zachary H. Smith at Moore & Van Allen PLLC
     * Richard A. Stieglitz, Jr., at Cahill Gordon
     * Rachel C. Strickland at Willkie Farr & Gallagher

Visit http://bankrupt.com/DI2013/to register and for continuing
schedule updates.


* BOND PRICING -- For Week From Oct. 28 to Nov. 1
-------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
Affinion Group
  Holdings Inc          AFFINI  11.625    55.407     11/15/2015
Alion Science &
  Technology Corp       ALISCI  10.250    64.000       2/1/2015
B456 Systems Inc        AONE     3.750    24.000      4/15/2016
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    36.125     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    16.250      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    13.375      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    16.250      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ   13.750     1.375      7/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175    15.000      1/30/2037
Energy Future
  Holdings Corp         TXU      5.550    34.810     11/15/2014
FiberTower Corp         FTWR     9.000     0.625       1/1/2016
GMX Resources Inc       GMXR     4.500     1.100       5/1/2015
General Cable Corp      BGC      0.875    99.000     11/15/2013
James River Coal Co     JRCC     7.875    32.250       4/1/2019
James River Coal Co     JRCC     4.500    27.161      12/1/2015
James River Coal Co     JRCC     3.125    24.250      3/15/2018
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    17.625      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    17.625      8/17/2014
Lehman Brothers Inc     LEH      7.500    16.100       8/1/2026
MF Global Holdings Ltd  MF       6.250    44.750       8/8/2016
MF Global Holdings Ltd  MF       1.875    43.000       2/1/2016
Mashantucket Western
  Pequot Tribe          MASHTU   6.500    13.250       7/1/2036
OnCure Holdings Inc     RTSX    11.750    49.625      5/15/2017
Overseas Shipholding
  Group Inc             OSG      8.750    90.070      12/1/2013
Powerwave
  Technologies Inc      PWAV     1.875     0.625     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.625     11/15/2024
Residential
  Capital LLC           RESCAP   6.875    35.875      6/30/2015
School Specialty
  Inc/Old               SCHS     3.750    38.375     11/30/2026
Sorenson
  Communications Inc    SRNCOM  10.500    69.125       2/1/2015
Sorenson
  Communications Inc    SRNCOM  10.500    69.125       2/1/2015
THQ Inc                 THQI     5.000    25.688      8/15/2014
TMST Inc                THMR     8.000    16.125      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.625      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    30.250       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.375      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     4.500      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    35.200       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.125      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     4.500      11/1/2016
Trico Marine
  Services Inc/
  United States         TRMA     8.125     3.930       2/1/2013
USEC Inc                USU      3.000    24.000      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    44.450       8/1/2016
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS      8.750    30.744       2/1/2019
WCI Communities
  Inc/Old               WCI      4.000     0.375       8/5/2023
Western Express Inc     WSTEXP  12.500    59.875      4/15/2015
Western Express Inc     WSTEXP  12.500    59.875      4/15/2015



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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