TCR_Public/131106.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 6, 2013, Vol. 17, No. 308


                            Headlines

ADAMIS PHARMACEUTICALS: Closes Private Placement Financing
ADVANTAGE RENT A CAR: To File for U.S. Bankruptcy Protection
AGFEED INDUSTRIES: Bankruptcy Watchdog Seeks New Managers
ALERIS INT'L: Moody's Affirms B1 CFR & Alters Outlook to Negative
ALLENS INC: Surrenders Aircraft to Lender

ALLENS INC: Employs Epiq as Noticing & Claims Agent
ALLENS INC: Employs Mitchell Williams as Local Counsel
ALLIED INDUSTRIES: Panel Can Retain Pachulski Stang as Counsel
AMERICAN BEACON: Moody's Assigns 'Ba2' Rating on $185MM Loans
AMERICAN POWER: Appoints New Board Member

ANACOR PHARMACEUTICALS: Joshua Ruch Held 10.9% Stake at Oct. 24
ARC REALTY: Voluntary Chapter 11 Case Summary
ARG IH: Moody's Assigns B3 CFR & Rates New $335MM Secured Loan B3
ATLANTIC EXPRESS: Files Voluntary Chapter 11 Bankruptcy Petition
AUSTIN WHITE HOUSE: Case Summary & 5 Unsecured Creditors

BELLE FOODS: Term of DIP Facility Extended Until Nov. 8
BERNARD L. MADOFF: Trustee Collects $67.7 Million in Six Months
BIOZONE PHARMACEUTICALS: Sells 3,500 of Preferred Stock
BJORK LEASING: Voluntary Chapter 11 Case Summary
BLACK DIAMOND HOTEL: Case Summary & 2 Top Unsecured Creditors

CARPE MINUTE: Voluntary Chapter 11 Case Summary
CAPSUGEL HOLDINGS: Moody's Lowers CFR to 'B2'; Outlook Stable
CBC AMMO: Moody's Assigns 'B1' CFR & 'B1' Rating to $250MM Notes
CELL THERAPEUTICS: Had $11.1-Mil. Financial Standing at Sept. 30
CENGAGE LEARNING: Senior Lenders Try to Silence Junior Lenders

CENTRAL FEDERAL: Sells Fairlawn Office Building
COCO FASHION: Case Summary & 12 Unsecured Creditors
COLORADO-FAYETTE: Voluntary Chapter 11 Case Summary
COMARCO INC: Annual Meeting of Shareholders Set on January 23
COMMUNITYONE BANCORP: Posts $4 Million Net Income in 3rd Quarter

COMSTOCK MINING: Incurs $5.5 Million Net Loss in Third Quarter
CROSBY US: Moody's Assigns 'B2' CFR & Rates $120MM Loan 'Caa1'
CWGS GROUP: Moody's Assigns 'B2' CFR & Rates $545MM Loans 'B2'
DESIGNLINE CORP: Wonderland Takes Assets for $1.6 Million
DETROIT, MI: Workers Begin Presenting Their Case

DIGERATI TECHNOLOGIES: Has Until Feb. 6 to Solicit Plan Votes
DR. TATTOFF: Opens New Tattoo Removal Clinic in Georgia
DUMA ENERGY: Charles Dommer Replaces Jeremy Driver as President
DUMA ENERGY: Delays Form 10-K for Fiscal 2013
DYNASTY HOSPITALITY: Voluntary Chapter 11 Case Summary

EDWIN WATTS: Files Chapter 11 Bankruptcy Protection in Delaware
EFS COGEN: Moody's Rates New $925MM First Lien Secured Debt 'Ba1'
EMPIRE DIE: U.S. Trustee Amends Creditors Panel Members
ENCANA CORP: To Cut Dividend, Jobs in Reorganization
ENDURANCE INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating

ERF WIRELESS: Tonaquint Held 9.9% Equity Stake at Oct. 30
ESTANCIA PROPERTIES: Voluntary Chapter 11 Case Summary
FILTRATION GROUP: S&P Assigns B CCR & Rates $640MM Facilities B+
FRESH & EASY: Gordon Brothers & Tiger Capital Okayed as Consultant
FRESH & EASY: Jones Day Approved as Lead Bankruptcy Counsel

FRESH & EASY: May Tap Pillsbury Winthrop as Corporate Counsel
FRESH & EASY: Can Hire Gordon Brothers/Tiger Capital as Consultant
FRESH & EASY: Committee Reserves Right to Object to Sale
FRIENDFINDER NETWORKS: Creditors Cleared to Vote on Ch. 11 Plan
FRIENDFINDER NETWORKS: Claims Bar Date Set for Nov. 13

FTS INT'L: S&P Assigns B- CCR & Hikes Term Loan Rating to B-
GATEWAY CASINOS: Moody's Rates 1st Lien Credit Facilities 'Ba3'
GETTY IMAGES: Moody's Cuts CFR to 'B3' & Rates 1st Lien Debt 'B2'
GENERAL CABLE: Moody's Cuts CFR to B1 & Unsec. Notes Rating to B2
GLP CAPITAL: Moody's Assigns 'Ba1' Rating to Revolver Debt

GMX RESOURCES: Court Approves Plan Support Agreement
GOOD SAMARITAN: Moody's Affirms 'B1' Bond Rating; Outlook Stable
GRAND CENTREVILLE: Secured Creditor Seeks to Dismiss Case
GROEB FARMS: Hires Conway MacKenzie as Financial Advisor
GROEB FARMS: Taps Houlihan as Fin'l Advisor & Investment Banker

GUAM WATERWORKS: Fitch Rates $173.9MM Bonds BB; Outlook Positive
HOUSTON REGIONAL: Petitioning Creditors Insist on Trustee
HUDGINS HOLDINGS: Voluntary Chapter 11 Case Summary
INFINIA CORP: Court Sets Nov. 11 Auction Date for Assets Sale
INFINIA CORP: U.S. Seeks to Protect Interests in Assets Sale

INFINIA CORP: General Electric Opposes Assets Sale
INT'L FOREIGN EXCHANGE: Aktis Capital Offers to Buy Assets
INT'L FOREIGN EXCHANGE: Sec. 341 Creditors' Meeting on Nov. 21
INTERNATIONAL FUEL: Provided an Update on Commercial Activities
ISAACSON STEEL: Court to Approve Disclosures and Plan

ISAACSON STEEL: Balks at Former CFO's Objection to Plan
IZEA INC: Amends 2012 Annual Report
JEFFERSON COUNTY, AL: To Price New Municipal Bonds Soon
KBI BIOPHARMA: Nov. 26 Hearing on Further Use of Cash Collateral
KBI BIOPHARMA: PNL Wants Case Dismissed or Converted to Chapter 7

KINDER MORGAN: Fitch Rates Proposed $1-Bil. Secured Notes 'BB+'
KINDER MORGAN: Moody's Rates New $1.5BB Senior Secured Notes 'Ba2'
KSL MEDIA: Creditors Have Until Dec. 19 to File Proofs of Claim
KSL MEDIA: Section 341(a) Hearing Continued Until Nov. 9
LAGOON DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors

LAND SECURITIES: Court Dismisses Case Amid State Farm Settlement
LANDAUER HEALTHCARE: Panel Can Retain Deloitte as Fin'l Advisor
LANTHEUS MEDICAL: S&P Lowers CCR to 'B-'; Outlook Negative
LATTICE INC: Robert Robotti Discloses 5.1% Equity Stake
LAUSELL INC: Court Confirms Amended Chapter 11 Plan

LAWRENCEVILLE WAREHOUSES: Case Summary & Top Unsecured Creditors
LIC CROWN: Court Okays Use of Lenders' Cash Collateral
LIGHTSQUARED INC: Continues Looking for Buyer
LONGVIEW POWER: Panel Wants Court to Determine Right to Use Cash
LONGVIEW POWER: Wants Until Nov. 12 to File Schedules & Statements

LONGVIEW POWER: Sec. 341 Creditors' Meeting Set for Nov. 14
LONGVIEW POWER: Hammers Out Loan and Chapter 11 Plan
LORD & TAYLOR: S&P Withdraws B+ CCR on Acquisition Deal Completion
LORIAN INVESTMENT: Case Summary & 11 Largest Unsecured Creditors
LOYALTY REWARDS: Court Dismisses Involuntary Chapter 11 Case

MACCO PROPERTIES: NV Brooks Objects to Case Dismissal Bid
MEDICAL SPECIALTIES: Moody's Rates $170MM Sr. Sec. Credit 'B3'
MEDIA GENERAL: Incurs $14.6 Million Net Loss in Third Quarter
MF GLOBAL: Judge Approves 100% Payback to Customers
MF GLOBAL: Corzine Contends Suit Barred by Business Judgment Rule

MGM RESORTS: Incurs $31.8 Million Net Loss in Third Quarter
MILAGRO OIL: Cancels Private Exchange Offer
MOBCLIX: Files Voluntary Chapter 7 Bankruptcy Petition in Delaware
MOSS FAMILY: May Use Cash Collateral Until Dec. 31
MOSS FAMILY: Plan Outline Hearing Continued Until Dec. 10

NASSAU TOWER: Court Okays Hiring of Coldwell Banker as Realtor
NATIONAL ENVELOPE: Utility Rule Gives Reason to File in Delaware
NEPHROS INC: Recalls POU and DSU in-line Ultrafilters
NET TALK.COM: Incurs $1.2 Million Net Loss in Second Quarter
OCEAN 4660: Chapter 11 Trustee Hires Prakas as Expert Witness

OHC/PARK MANOR: Voluntary Chapter 11 Case Summary
ONCURE HOLDINGS: Nov. 25 Set as Administrative Claims Bar Date
PACIFIC AUTO WRECKING: Voluntary Chapter 11 Case Summary
PATRIOT COAL: Files Third Amended Plan and Disclosure Statement
PRESTIGE REALTY: Voluntary Chapter 11 Case Summary

PERIMETER PLAZA: Case Summary & 8 Largest Unsecured Creditors
PRM FAMILY: Has Authorization to Use Cash Collateral Until Nov. 17
PROMMIS HOLDINGS: Wants Plan Filing Period Extended Until Jan. 14
QUEEN ELIZABETH REALTY: Hires Klinger & Klinger as Accountant
RAMS ASSOCIATES: Disclosure Statement Hearing on Dec. 3

RIALTO HOLDINGS: Moody's Assigns B1 CFR & B2 Sr. Unsecured Rating
RIALTO HOLDINGS: S&P Assigns 'B+' ICR & Rates $250MM Notes 'B'
ROUND TABLE MANAGEMENT: Voluntary Chapter 11 Case Summary
RURAL/METRO CORP: Unsecured Creditors Support Reorganization Plan
SAKS INC: S&P Withdraws 'B+' Corporate Credit Rating

SAVIENT PHARMACEUTICALS: Can Auction Assets Next Month
SEQUENOM INC: Plans to Appeal Ruling on '540 Patent
SIMPLY WHEELZ: Rent-A-Car Owner Filing in Mississippi
SOLAR POWER: Discloses Add'l Compensation of Executive Officers
SPEEDEMISSIONS INC: Shareholders Elect Three Directors

SPIN HOLDCO: Moody's Affirms 'B3' CFR & 'B2' Secured Debt Rating
SR REAL ESTATE: Opposes Dismissal; Says Case Filed in Good Faith
STELERA WIRELESS: Wants Plan Filing Period Extended Until Feb. 15
TELEFLEX INC: Moody's Affirms 'Ba3' Corp. Family Rating
TRANS-LUX CORP: Effecting Reverse & Forward Common Stock Split

TRINITY COAL: Blackstone Objects to Ballot and Plan Confirmation
UNITED CONTINENTAL: Fitch Rates $300MM Unsecured Notes 'B-'
USG CORP: Closes Offering of $350 Million Senior Notes
VAIL LAKE: Claims Bar Date Set for Jan. 1
VAIL LAKE: Can Employ Sheppard Mullin as Bankruptcy Counsel

VANTAGE ONCOLOGY: Moody's Rates $25MM Secured Revolver Debt 'Ba2'
VERITY CORP: Appoints Rick Kamolvathinas as President
VELTI INC: Files Voluntary Chapter 11 Petition to Facilitate Sale
VIGGLE INC: Draws Down $2-Mil. Under Sillerman Credit Facility
WELLCARE HEALTH: Moody's Rates Senior Unsecured Debt at 'Ba2'

WELLCARE HEALTH: S&P Assigns 'BB' Senior Unsecured Debt Ratings
WKI HOLDING: Moody's Affirms 'B2' CFR & 'B1' Secured Debt Ratings
WPCS INTERNATIONAL: Swaps 38,740 Shares for Warrants
WPCS INTERNATIONAL: Drew Ciccarelli Held 3.1% Stake at Oct. 21
YSC INC: Has Interim Use of Banks' Cash Collateral Until Dec. 9

* Abandoning Property Alone Doesn't Permit Foreclosure
* Chapter 13 Debtor Permitted to Void Judicial Lien

* Upcoming Meetings, Conferences and Seminars


                            *********

ADAMIS PHARMACEUTICALS: Closes Private Placement Financing
----------------------------------------------------------
As previously been reported, on June 26, 2013, Adamis
Pharmaceuticals Corporation completed the closing of a private
placement financing transaction with a small number of accredited
institutional investors.  Pursuant to a Subscription Agreement and
other transaction documents, the Company issued Secured
Convertible Promissory Notes, and common stock purchase warrants,
to the Subscribers.

The maturity date of the Notes is Dec. 26, 2013.  The Notes are
convertible into shares of common stock at the discretion of the
Subscriber at an initial conversion price per share of $0.50.  The
exercise price of the Warrants is $0.715 per share, subject to
adjustment.

The Notes provide that in connection with the closing of a
registered underwritten public offering or a registered direct
public offering resulting in at least $10 million of gross
proceeds to the Company, not later than two trading days before
the closing of a Qualified Offering the Subscriber must elect to
the Company to either (i) accelerate the maturity date of the Note
to not later than 20 trading days after that final closing and
receive payment equal to 115 percent of the outstanding principal
amount and interest, if any, of the Note, or (ii) exercise the
Subscriber's conversion rights, with that conversion to be
effective at the closing of the Qualified Offering.  If the
Subscriber elects to convert the Note at the closing of the
Qualified Offering, the conversion price will, if lower than the
then-effective conversion price, be equal to 85 percent of the
lowest sales, conversion, exercise or purchase price of any common
stock or common stock equivalent issued in connection with a
Qualified Offering.  Under the transaction documents, including
Section 12(a) of the Subscription Agreement, the conversion prices
of the Notes and the Warrants are subject to anti-dilution
provisions providing in general that, with the exception of
certain excluded categories of issuances and transactions, if the
Company issues any shares of common stock or securities
convertible into or exercisable for common stock, or if common
stock equivalents are repriced, at an effective price per share
less than the conversion price of the Notes or the exercise price
of the Warrants, without the consent of a majority in interest of
the Subscribers, the conversion price of the Notes and Warrants
will be adjusted downward to equal the per share price of the
securities issued or deemed issued in such transaction.  In
addition, pursuant to Section 12(b) of the Subscription Agreement,
for a period of one year after the original closing date, the
investors have a right of first refusal to purchase up to all of
any new securities proposed to be offered and sold in the future
by the Company, other than in connection with certain excluded or
exempt issuances.

The Subscription Agreement provides that with the consent of
holders of more than 50 percent of the Notes and Warrants, a
Majority in Interest may consent to take or forebear from any
action permitted under or in connection with the Notes, Warrants
or other transaction documents, modify any of the Notes, Warrants
and transaction documents or waive any default or requirement
applicable to the Company or the Subscribers under the Notes,
Warrants and transaction documents provided the effect of such
action is equally applied or applicable to all the Subscribers.

A Majority in Interest of the Notes and Warrants have agreed to
certain waivers, consents and amendments to the transaction
documents, in the event that the Company completes a Qualified
Offering before Dec. 26, 2013.  Pursuant to the terms of the
transaction documents, these waivers, consents and amendments are
effective for all Subscribers.

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

                        http://is.gd/Efm4cy

                            About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

The Company's balance sheet at June 30, 2013, showed $4.1 million
in total assets, $9.1 million in total liabilities, and a
stockholders' deficit of $5.0 million.

The Company's independent registered public accounting firm has
included a "going concern" explanatory paragraph in its report on
the Company's financial statements for the years ended March 31,
2013, and 2012, indicating that the Company has incurred recurring
losses from operations and has limited working capital to pursue
its business alternatives, and that these factors raise
substantial doubt about the Company's ability to continue as a
going concern.


ADVANTAGE RENT A CAR: To File for U.S. Bankruptcy Protection
------------------------------------------------------------
Franchise Services of North America Inc. on Nov. 4 disclosed that
its wholly-owned subsidiary, Simply Wheelz LLC, which does
business as Advantage Rent A Car, has determined to file for U.S.
federal bankruptcy protection in the federal bankruptcy courts of
the State of Mississippi.  It is expected that Advantage will file
for protection on Tuesday, November 5, 2013.  Advantage operates
from 72 corporate locations in 33 states including airport
locations serving 60 of the top 70 airports across the United
States.  Advantage is the fourth largest independent car rental
company in the United States.

FSNA acquired the Advantage business from Hertz Corporation
through a series of transactions completed earlier this year.
Hertz was required to divest the Advantage business as part of its
acquisition of Dollar Thrifty Automotive Group, Inc. pursuant to a
decision and order of the Federal Trade Commission (Docket No. C-
4376) made on July 10, 2013.  Simply Wheelz acquired approximately
24,000 vehicles from Hertz as part of the acquisition of Advantage
pursuant to two fleet leases.  The Master Lease Agreements require
Simply Wheelz to bear the residual value risk of the Hertz Leased
Fleet.  Simply Wheelz, as part of ordinary course fleet management
activities, began to sell, at auction, vehicles forming part of
the Hertz Leased Fleet commencing in June 2013 and immediately
began to experience significant losses on these sales.  As of
October 25, 2013, Simply Wheelz had sold 5,295 vehicles through
the Manheim auctions for an average loss of approximately $1,633
per vehicle, and a total loss of approximately $8,600,000.

Given the significant difference between the book value of the
Hertz vehicles and the fair market value realized at auction, the
Company requested information from Hertz to determine the basis on
which Hertz had calculated the net book value of the Hertz Leased
Fleet.  Despite repeated requests, Hertz has not yet provided the
Company with such information notwithstanding the view of the
Company that Hertz is contractually obligated to do so.  Without
access to this information, FSNA was unable to accurately quantify
the potential loss it would experience as a result of its
disposition of the Hertz Leased Fleet.  In light of this
uncertainty, FSNA's largest shareholder advised the Company that
it was not prepared to participate in the non-brokered private
placement of special warrants announced on September 4, 2013.  On
October 10, 2013, FSNA determined that without the participation
of its largest shareholder, it would not be proceeding with the
private placement on the terms previously announced and began to
seek alternative sources of financing.

On or about October 9, 2013, Simply Wheelz was required to make a
payment to Hertz under the Master Lease Agreements.  Simply Wheelz
has not yet done so.  FSNA entered into talks with Hertz in mid-
October with a view to restructuring Simply Wheelz' credit
arrangements with Hertz while it looked for new sources of
capital.  Those discussions did not result in an agreement to
restructure the Master Lease Agreements.  However, on October 23,
2013 Hertz agreed to forbear from enforcing its rights under the
Sublease Agreements until November 1, 2013.

Hertz has made offers to provide interim financing in order to
complete a sale process in the context of an insolvency of Simply
Wheelz.  Following extensive discussions with Hertz, FSNA elected
not to accept the proposed terms as the board and management of
the Company believed those terms would not facilitate a broad
auction of the Advantage business, in which the value of those
assets would be maximized.  Management believed that such terms
may have been designed to ensure that Hertz would be the likely
purchaser. Further, the Company believes that the United States
Federal Trade Commission would not support a sale of Advantage to
Hertz in light of the FTC Order.  Last, the terms proposed by
Hertz required that Simply Wheelz enter insolvency proceedings
whereas management of the Company believed at that time that a
going concern restructuring was possible

Since October 25, 2013, FSNA has been engaged in advanced
negotiations with three other parties with respect to: (i) the
provision of additional financing to the Company, and/or (ii) a
sale of the Advantage car rental business.  These discussions
resulted in two parties, in addition to Hertz, making written
offers to FSNA to provide the Company with financing and/or
purchase the Advantage business.  The board of directors of FSNA,
together with members of management and FSNA's external advisors,
continue to work with these parties in connection with the
possible provision of interim financing and recapitalization of
Simply Wheelz.  Prior to the actions taken by Hertz, which are
noted below, the Company was of the view that a recapitalization
of Simply Wheelz could be undertaken on a going concern basis.
Throughout this period, FSNA has been in discussions with the
Federal Trade Commission in an effort to ensure that any proposed
sale of the Advantage business would be in compliance with the
above-noted decision and order.

By letter dated November 2, 2013, Hertz gave notice to the Company
that it was terminating the Master Lease Agreements and seeking
the return of Hertz Leased Fleet.  Following discussions
throughout the day and night on November 3, 2013 among FSNA,
Simply Wheelz, Hertz, certain of the financing parties and their
respective advisors, Hertz agreed to an additional one day period
of forbearance on November 4, 2013.  However, Hertz and FSNA were
not able to agree to terms that would have permitted Simply Wheelz
to restructure on a going concern basis and accordingly, the
decision was made to have Simply Wheelz file for U.S. federal
bankruptcy protection in order to adequately protect is rights.
In that proceeding, Simply Wheelz intends to argue that the
purported termination of the Master Subleases is invalid and it is
the intention of Simply Wheelz to continue to operate in the
ordinary course pending judicial termination of the rights of the
parties by the federal bankruptcy court in the State of
Mississippi.

                            About FSNA

FSNA is a publicly traded company listed on the TSX Venture
Exchange.  The Company and its subsidiaries own the following
brands: Advantage Rent A Car, U-Save Car & Truck Rental(R), U-Save
Car Sales, Rent-A-Wreck of Canada, PractiCar, Auto Rental Resource
Center, Xpress Rent A Car and Peakstone Financial Services.

The Company operates the Advantage car rental brand at 72
corporate locations in 33 states including airport locations
servicing 60 of the top 70 airports across the United States.
Advantage is the fourth largest independent rental car company in
the United States.

U-Save, together with its subsidiary ARRC, has over 900 locations
throughout the United States and is one of North America's largest
franchise car rental companies.  U-Save currently services 19
airport markets in 13 different states.  Although primarily based
in the United States, U-Save has 18 international locations in
Mexico, Greece, the Middle East, Latin America, and the Caribbean.

Practicar Systems Inc. owns the rights to the Rent-A-Wreck(R) and
the PractiCar(R) trademarks for all of Canada.  The Rent-A-
Wreck(R) system operates a network of 61 franchise locations from
coast-to-coast in Canada, providing a range of vehicle rental,
leasing and sales options to its customers.  The Rent-A-Wreck(R)
system has been in continuous operation in Canada since 1976.


AGFEED INDUSTRIES: Bankruptcy Watchdog Seeks New Managers
---------------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that a bankruptcy
watchdog wants to replace AgFeed Industries Inc.'s leaders in the
hog producer's Chapter 11 case, saying they haven't come clean
about alleged fraud and mismanagement at the Tennessee company's
Chinese operations.

                      About AgFeed Industries

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

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

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

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


ALERIS INT'L: Moody's Affirms B1 CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service changed Aleris International Inc's
outlook to negative from stable and affirmed the B1 corporate
family rating, the B1-PD probability of default rating and the B2
senior unsecured notes ratings.

Outlook Actions:

Issuer: Aleris International Inc.

  Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Aleris International Inc.

  Probability of Default Rating, Affirmed B1-PD

  Corporate Family Rating, Affirmed B1

  Senior Unsecured Regular Bond/Debenture Nov 1, 2020, Affirmed
  B2, LGD4 - 69%

  Senior Unsecured Regular Bond/Debenture Feb 15, 2018, Affirmed
  B2, LGD4 - 69%

Ratings Rationale:

The change in rating outlook to negative from stable reflects the
decline in shipments reflective of the relatively weak demand
levels in the US, where the building and construction industry, an
important end market for Aleris, continues to struggle and the
ongoing slow recovery from the recession in Europe. The company's
deteriorating metrics also reflects the weaker performance in
sales to the aerospace industry given the back up in supply chain
deliveries on high inventory levels, which the aerospace industry
is focused on reducing. This is expected to continue at least into
the middle of 2014. In addition, the weak aluminum prices and
their impact on scrap aluminum prices have also contributed to
pressure on earnings given the compression on margin spread.
Consequently, the company's earnings and debt protection metrics
have weakened as evidenced by its LTM June 30, 2013 EBIT margin of
3.4% and increased leverage as measured by its LTM June 30, 2013
debt/EBTIDA ratio of 6x, high for a B1 rating, versus 5.2x at year
end December 31, 2012. Similarly, EBIT/interest has deteriorated
to 1.3x for the twelve months to June 30, 2013 from 2.4x for
calendar 2012.

The B1 corporate family rating reflects Aleris' strong market
position, end-market diversification, and value added
capabilities, particularly in aerospace and automotive products.
The company's long term customer relationships and acceptable
liquidity are also considerations in the rating. However, the
rating reflects Aleris' exposure to the slow recovery in the US
building and construction market as well as its exposure to the
weakness in the European economies and sensitivity to input costs
for aluminum scrap and energy. The rating considers that only slow
progress will be made in improving fundamentals in the US building
and construction industry but also acknowledges that the current
slowing of the aerospace supply chain is expected to abate by mid
2014 given the strong back logs and order books in that industry.

The rating could be lowered if the company generates sustained
negative cash flow following completion of its major strategic
growth investment in China, if its major equity sponsors complete
another debt financed dividend or acquisition, or if liquidity
evidences a material contraction. In addition, the rating could be
lowered if the debt/EBITDA ratio does not evidence improving
trends to less than 5x or the EBIT/interest ratio not show
improving trends to greater than 2x.

At this time, an upgrade is unlikely given the weak metrics and
challenging industry conditions, which will likely preclude a
material improvement in metrics over the next 12 - 18 months.
Aleris' limited post-bankruptcy operating history and the
uncertainty as to future financial policies are also
considerations. The outlook could be stabilized should the
debt/EBITDA ratio trend toward 4x.

Headquartered in Beachwood, Ohio, Aleris International Inc. is a
global manufacturer of aluminum products, serving primarily the
aerospace, automotive and other transportation industries,
building and construction, containers, packaging and metal
distribution industries. For the twelve months ended June 30,
2013, Aleris generated revenues of $4.3 billion. The company's
shares are owned by investment funds managed by Oaktree Capital
Management, L.P. (who holds the majority position), affiliates of
Apollo Management L.P., and Sankaty Advisors, LLC.


ALLENS INC: Surrenders Aircraft to Lender
-----------------------------------------
Judge Ben Barry of the U.S. Bankruptcy Court for the Western
District of Arkansas, Fayetteville Division, gave Allens, Inc.,
and All Veg, LLC, authority to surrender to Fifth Third Equipment
Finance Company a certain 2003 Dassault Aviation Mystere-Falcon 50
Aircraft.  Fifth Third is prohibited from disposing of the
aircraft without further court order.

                       About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R.
Miller, Esq., and Chris A. McNulty, Esq., at MITCHELL, WILLIAMS,
SELIG, GATES & WOODYARD, P.L.L.C., in Little Rock, Arkansas; and
Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L.
Hinker, Esq., at GREENBERG TRAURIG, LLP, in New York.


ALLENS INC: Employs Epiq as Noticing & Claims Agent
---------------------------------------------------
Judge Ben Barry of the U.S. Bankruptcy Court for the Western
District of Arkansas, Fayetteville Division, gave Allens, Inc.,
and All Veg, LLC, interim authority to employ Epiq Bankruptcy
Solutions, LLC, as noticing and claims agent.

Any objection to the entry of a final order approving the proposed
employment application is due on Nov. 21, 2013.  In the event no
objection is filed by the objection deadline, a final order may be
entered without further notice or a hearing.

                       About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R.
Miller, Esq., and Chris A. McNulty, Esq., at MITCHELL, WILLIAMS,
SELIG, GATES & WOODYARD, P.L.L.C., in Little Rock, Arkansas; and
Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L.
Hinker, Esq., at GREENBERG TRAURIG, LLP, in New York.


ALLENS INC: Employs Mitchell Williams as Local Counsel
------------------------------------------------------
Allens, Inc., and All Veg, LLC, seek authority from the U.S.
Bankruptcy Court for the Western District of Arkansas,
Fayetteville Division, to employ Mitchell, Williams, Selig, Gates
& Woodyard, P.L.L.C., as local counsel.

The applicable hourly rates range from $215 to $500 for members,
$135 to $275 for associates and $85 to $175 for legal assistants.
The hourly rates for the members and associates anticipated to be
primarily involved in representing the Debtors are as follows:

   Stan D. Smith, Esq. -- ssmith@mwlaw.com           $315
   Lance R. Miller, Esq. -- lmiller@mwlaw.com        $295
   Margaret Johnston, Esq. -- mjohnston@mwlaw.com    $245
   Chris McNulty, Esq. -- cmcnulty@mwlaw.com         $195
   Shena Phagan, paralegal                            $90

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

Mr. Smith, a member of the firm Mitchell, Williams, Selig, Gates &
Woodyard, P.L.L.C., assures 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.  Prior to the Petition Date,
Mitchell Williams received advance payment retainers in the
amounts of $50,000 on February 27, 2013, and $50,000 on May 9,
2013.  Within the one year prior to the Petition Date, Mitchell
Williams received payments for work performed and expenses
incurred prior to the petition filing which totaled $380,002, of
which $268,658 was paid within the 90-day period preceding the
Petition Date.  At the time of the bankruptcy filing, Mitchell
Williams had in its possession a retainer balance of $79,286 to
cover projected fees, charges and disbursements to be incurred in
the Chapter 11 case.

                       About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R.
Miller, Esq., and Chris A. McNulty, Esq., at MITCHELL, WILLIAMS,
SELIG, GATES & WOODYARD, P.L.L.C., in Little Rock, Arkansas; and
Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L.
Hinker, Esq., at GREENBERG TRAURIG, LLP, in New York.


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

The Committee requires Pachulski Stang to:

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

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

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

Professionals at Pachulski Stang will be paid at these hourly
rates:

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

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

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

                      About Allied Industries

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


AMERICAN BEACON: Moody's Assigns 'Ba2' Rating on $185MM Loans
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 issuer rating to
American Beacon Advisors, Inc. with a stable outlook. A Ba2/stable
outlook rating was also assigned to its $170 million Term Loan B
and a $15 million Revolving Credit Facility. American Beacon,
formerly owned by AMR Corporation (AMR), parent of American
Airlines, manages sub-advised mutual funds for defined
contribution retirement and retail investors, as well as pension
and cash management programs for AMR and other institutional
investors.

Ratings Rationale:

Moody's stated that American Beacon's rating reflects the
company's relatively modest industry position among rated asset
managers, with $50 billion of assets under management (AUM) as of
30 September 2013, but gives particular consideration to its
quarter-century experience as a sponsor of sub-advised mutual
funds, as well as traditional pension and cash management services
it has provided and is expected to continue to provide its former
corporate parent, AMR , and other investors. American Beacon
particularly benefits from the breadth of its product offerings,
which are underpinned by some of the leading investment management
firms in the industry, its multi-channel distribution platform,
and its strong, long-term performance record.

The Ba2 rating takes into account American Beacon's substantial
leverage at approximately 4.0 times annual EBITDA, as well as the
adequacy of its cash flow based on the company's operating
fundamentals, including strong EBITDA margins in excess of 60%,
and the historical stability of its AUM.

The rating agency added that the company's issuer rating would see
upward pressure if the company achieves: 1) rapid deleveraging,
bringing Debt to EBITDA below 3.0 times and 2) strong growth from
organic placements or additional investment strategies, resulting
in AUM in excess of $80 billion or EBITDA in excess of $70
million.

However, Moody's said that American Beacon's issuer rating could
be downgraded if the following occurs: 1) a decline in its higher-
margin business (American Beacon Funds) or the loss of its AMR
pension business (31% of AUM and 8% of revenue), 2) a decline in
AUM to less than $40 billion or EBITDA to less than $35 million,
3) appreciable sub-advisor turnover, or 4) the departure of senior
management.

The following ratings have been assigned:

American Beacon Advisors, Inc.:

  $170 million Term Loan B, Ba2

  $15 million Revolving Credit Facility, Ba2


AMERICAN POWER: Appoints New Board Member
-----------------------------------------
American Power Group Corporation announced that Raymond L.M. Wong,
managing director of Spring Mountain Capital, LP, has joined the
Company's Board of Directors effective Oct. 30, 2013.  Mr. Wong
replaces Dr. Aviel Faliks as one of Spring Mountain's two Board of
Director designees.

Mr. Wong has been a managing director of Spring Mountain Capital's
private equity group since 2007.  Mr. Wong was previously a senior
managing director in the Investment Banking Division of Merrill
Lynch & Co., Inc.  While at Merrill Lynch, Mr. Wong served on the
Investment Banking Operating Committee and as Chairman of the
Corporate Finance Committee.  During his 25 years at Merrill
Lynch, he had responsibility for the corporate finance
relationships for many of the firm's largest corporate clients.
Before joining Spring Mountain Capital, Mr. Wong was the managing
member of DeFee Lee Pond Capital LLC, a financial advisory and
investment firm.  Mr. Wong serves on the board of directors of
several companies, including Alleghany Corporation and Merrill
Lynch Ventures, LLC.  Mr. Wong received his M.B.A. with honors
from Harvard Business School and graduated summa cum laude from
Yale College with a B.A. in Political Science.

Maury Needham, American Power Group's Chairman of the Board of
Directors stated, "We are very pleased that Raymond has agreed to
join our Board.  Raymond brings a wealth of expertise and
experience in areas of corporate finance as well as developing and
emerging energy solutions and we welcome him aboard."

                      About American Power Group

American Power Group's alternative energy subsidiary, American
Power Group, Inc., provides a cost-effective patented Turbocharged
Natural GasTM conversion technology for vehicular, stationary and
off-road mobile diesel engines.  American Power Group's dual fuel
technology is a unique non-invasive energy enhancement system that
converts existing diesel engines into more efficient and
environmentally friendly engines that have the flexibility to run
on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and
compressed natural gas; (3) diesel fuel and pipeline or well-head
gas; and (4) diesel fuel and bio-methane, with the flexibility to
return to 100 percent diesel fuel operation at any time.  The
proprietary technology seamlessly displaces up to 80% of the
normal diesel fuel consumption with the average displacement
ranging from 40 percent to 65 percent.  The energized fuel balance
is maintained with a proprietary read-only electronic controller
system ensuring the engines operate at original equipment
manufacturers' specified temperatures and pressures.  Installation
on a wide variety of engine models and end-market applications
require no engine modifications unlike the more expensive invasive
fuel-injected systems in the market. See additional information at
www.americanpowergroupinc.com.

American Power incurred a net loss available to common
shareholders of $14.66 million for the year ended Sept. 30, 2012,
compared with a net loss available to common shareholders of $6.81
million during the prior year.  The Company's balance sheet at
June 30, 2013, showed $10.51 million in total assets, $4.01
million in total liabilities, all current, and $6.49 million in
stockholders' equity.


ANACOR PHARMACEUTICALS: Joshua Ruch Held 10.9% Stake at Oct. 24
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Joshua Ruch and his affiliates disclosed that
as of Oct. 24, 2013, they beneficially owned 4,406,674 shares of
common stock of Anacor Pharmaceuticals, Inc., representing 10.9
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/h3uJGi

                   About Anacor Pharmaceuticals

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

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

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


ARC REALTY: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Arc Realty Ventures, LLC
        1 Tiffany Way
        Warren, NJ 07059

Case No.: 13-33862

Chapter 11 Petition Date: October 31, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Hon. Christine M. Gravelle

Debtor's Counsel: Eduardo J. Glas, Esq.
                  MCCARTER & ENGLISH
                  100 Mulberry Street
                  Newark, NJ 07102
                  Tel: (973) 622-4444
                  Fax: (973) 624-7070
                  Email: eglas@mccarter.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Murty Azzarapu, manager.

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


ARG IH: Moody's Assigns B3 CFR & Rates New $335MM Secured Loan B3
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to ARG IH
Corporation's (ARG) proposed $335 million guaranteed senior
secured term loan and $35 million guaranteed senior secured
revolver. In addition, Moody's assigned ARG a B3 Corporate Family
Rating (CFR) and B3-PD Probability of Default Rating (PDR). The
rating outlook is stable. This is the first time Moody's has rated
ARG.

Proceeds from the proposed financing along with about $46 million
of cash will be used to fund a special dividend to shareholders of
about $370 million. Ratings are subject to review of final
documentation.

Ratings assigned are:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$35 million guaranteed senior secured revolver due 2018 at B3 (LGD
3, 44%)

$335 million guaranteed senior secured term loan due 2020 at B3
(LGD 3, 44%)

The rating outlook is stable.

Ratings Rationale:

The B3 Corporate Family Rating reflects ARG's high financial
leverage and modest interest coverage and Moody's concern that
soft consumer spending and high level of promotions and discounts
by competitors could pressure same store sales, earnings and
credit metrics. The ratings also reflect material lease
commitments, including substantial commitments for restaurants
that are unprofitable and would likely be closed as lease terms
conclude. The ratings also reflect Moody's view that ARG's overall
financial policy is aggressive. The ratings are supported by the
company's material scale, reasonable level of brand awareness,
significant cost reduction to date, positive same store sales over
last three years despite weak traffic trends, diversified product
offering and good liquidity.

The stable outlook reflects Moody's view that the company's
continued focus on menu innovation, providing value to the
consumer, and differentiated product mix should help to further
strengthen same store sales . These initiatives along with various
cost saving plans should also help to further improve leverage at
the restaurant level and slowly improve earnings and debt
protection metrics. The outlook also reflects Moody's expectation
that the company will maintain good liquidity.

Factors that could result in an upgrade include a sustained
improvement in earnings driven by positive operating trends and
lower costs. Specifically, an upgrade would require debt to EBITDA
of below 5.5 times, EBITA coverage of interest approaching 2.0
times, and retained cash flow to debt of around 10% on a sustained
basis. A higher rating would also require maintaining good
liquidity.

There could be downward ratings pressure in the event operating
performance were to deteriorate such that credit metrics weakened.
Specifically, a downgrade could occur if debt to EBITDA exceeded
6.5 times or EBITA to interest was below 1.25 times on a sustained
basis. A material deterioration in liquidity for any reason could
also result in negative ratings pressure.

ARG IH Corporation owns, operates, and franchises about 3,428
Arby's Restaurants through its wholly-owned operating subsidiary
Arby's Restaurant Group, Inc. Annual revenues are approximately
$1.0 billion.


ATLANTIC EXPRESS: Files Voluntary Chapter 11 Bankruptcy Petition
----------------------------------------------------------------
Atlantic Express Transportation Corp., one of the largest school
bus transportation service providers in North America with leading
operations in New York, Massachusetts, California and
Pennsylvania, on Nov. 4 disclosed that the Company and its
subsidiaries have filed voluntary petitions for debt relief under
Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the Southern District of New York.  During
the Chapter 11 process, the company will continue normal
operations and remain committed to providing its customers and
passengers with safe, reliable and timely student and commuter
transportation service.  Atlantic Express intends to use the
Chapter 11 process to explore the availability of additional debt
or equity financing, market its assets for sale and continue its
challenging labor negotiations for a new collective bargaining
agreement with Local 1181-1061, Amalgamated Transit Union, AFL-
CIO.

David Carpenter, President and CEO of Atlantic Express, said, "On
behalf of the entire management team at Atlantic Express, I would
like to thank our customers, employees and suppliers for their
support during this challenging financial reorganization process.
Quite simply, our current business model in our largest market,
New York City, is not sustainable as union labor costs and
operating expenses have severely hindered our ability to remain
competitive and meet our financial obligations.  Following a
lengthy review process, and with the assistance of independent
financial and legal advisors, our Board of Directors determined
that a court-supervised process is the only feasible course of
action."

Atlantic Express has filed a series of customary motions with the
Court seeking to ensure the continuation of normal operations,
including requesting Court approval for debtor-in-possession
financing and the use of cash collateral, the continuation of its
cash management system and other business operations without
interruption, as well as the payment of employee wages and
benefits.  In addition, Atlantic Express has filed a motion
seeking approval of bidding procedures and authorization to sell
some or all of its assets in December if Atlantic Express is
unable to reach agreement with Local 1181 on a new collective
bargaining agreement and obtain additional financing.  The case
number for Metro Affiliates (the lead debtor) is 13-13591.

                       Union Contracts

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Atlantic Express Transportation Corp., the fourth-
largest school-bus operator in the U.S., filed a petition late on
Nov. 4 for Chapter 11 protection in New York to gain relief from
union contracts.

Like Hoyt Transportation Corp., which filed for Chapter 11 relief
in July, Atlantic says it can no longer compete with school-bus
operators not covered by union contracts requiring higher wages.
Atlantic explained in a court filing how an administrative law
judge with the National Labor Relations Board in substance said
filing bankruptcy was the only method for modifying contracts with
the Amalgamated Transit Union, short of consensual agreement.

Atlantic intends to sell the business on an expedited schedule, if
the bankruptcy judge agrees.  The company proposes having a
hearing on Nov. 15 to approve auction and sale procedures, with an
auction to occur on Dec. 13, followed by a sale-approval hearing
on Dec. 16.  Secured creditors would be allowed to pay with debt
rather than cash.

Wells Fargo is offering to provide a $37 million short-term loan
to carry Atlantic through the sale process.

Atlantic was in Chapter 11 before, emerging from reorganization in
early 2004.

The case is In re Metro Affiliates Inc., 13-bk-13591, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

            About Atlantic Express Transportation Corp

Founded in 1964, Atlantic Express --
http://www.atlanticexpress.com-- is the fourth-largest school bus
corporation and the largest American-owned pupil transportation
operation.  The company employs more than 5,800 professionals who
work throughout the nation transporting children in over 100
school districts.

According to the report, Staten Island, New York-based Atlantic
operates 4,300 vehicles in New York and four other states.
Revenue for the school year ended in June was $436.2 million, a 10
percent decline from the year before.

The balance sheet has assets of $173.4 million against liabilities
totaling $251.2 million.  Debt includes $43.3 million owing to
Wells Fargo Bank NA on a revolving credit, letters of credit, and
vehicle loans.  There is another $155 million on second-lien
secured notes, plus other debt to purchase vehicles.

Wayzata Opportunities Fund LLC and affiliates own 73 percent of
the equity and some of the notes, as part of a prior debt
exchange.


AUSTIN WHITE HOUSE: Case Summary & 5 Unsecured Creditors
--------------------------------------------------------
Debtor: South Austin White House, LLC
        2622 Commerce St.
        Dallas, TX 75226

Case No.: 13-35736

Chapter 11 Petition Date: November 4, 2013

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

Judge: Hon. Harlin DeWayne Hale

Debtor's Counsel: Weldon L. Moore, III, Esq.
                  SUSSMAN & MOORE, L.L.P.
                  8333 Douglas Ave., Suite 1525
                  Dallas, TX 75225
                  Tel: (214)378-8270
                  Fax: (214)378-8290
                  Email: wmoore@csmlaw.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Larry Vineyard, manager.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb13-35736.pdf


BELLE FOODS: Term of DIP Facility Extended Until Nov. 8
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
entered, on Oct. 18, 2013, an order approving the motion of Belle
Foods, LLC, to modify the Court's Final DIP Order dated Aug. 12,
2013, in order to extend the term of the DIP Facility through and
including Nov. 8, 2013.

The Debtor will be permitted to request additional loans.  The
commitment amount will be increased to $39,050,000 (being the sum
of the roll up in the amount of $33,300,000 and new money lending
in the amount of $5,750,000).

The Debtor will be permitted to retain cash of $1,450,000.

The Debtor is permitted to use cash collateral only as provided in
the extended budget.

A copy of the Modification to Final DIP Order is available at:

          http://bankrupt.com/misc/bellefoods.doc674.pdf

                 Challenge Period Expires Nov. 6

The Official Committee of Unsecured Creditors of debtor Belle
Foods, LLC, and the Debtor's lenders have stipulated and agreed
that with respect to the Committee only, the challenge period (as
defined in the Final DIP Order dated Aug. 12, 2013) is extended
from Oct. 15, 2013, to Nov. 6, 2013, at 12:00 (midnight)
prevailing Central Time, subject in all respects to any further
agreement between the Lenders and the Committee extending the
Extended Challenge Period.  For the avoidance of doubt, the
challenge period for any party other than the Committee will
expire on Oct. 15, 2013.

The Committee will not commence a Challenge, file a motion seeking
standing to pursue a Challenge or otherwise take any action
adverse to the interests of the Lenders earlier than Nov. 1, 2013.

                        About Belle Foods

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

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

Belle Foods disclosed $64,408,112 in assets and liabilities of
$18,836,157 plus an unknown amount.

D. Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.

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


BERNARD L. MADOFF: Trustee Collects $67.7 Million in Six Months
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard L. Madoff Investment
Securities Inc. recovered $67.7 million in 21 lawsuits in the past
six months, bringing total recoveries to more than $9.5 billion
since the liquidation began in 2008.

In a report last week to the bankruptcy court covering the six-
month period ended Sept. 30, the trustee, Irving Picard, said that
he so far has distributed $5.59 billion, representing more than 54
percent of customer claims for principal lost in Madoff's record
Ponzi scheme, Bloomberg related.  The last distribution was $522.4
million in March and April.

Picard is still holding $4.38 billion he can't distribute because
of outstanding lawsuits, appeals and disputes.

The report explains how the trustee uses what he calls a Hardship
Program to avoid suing some former customers who managed to take
out more than they invested and otherwise would be required to pay
back what they received in the two years before bankruptcy.

Picard explained how someone qualifies for the Hardship Program by
being over age 65 and forced to re-enter the workforce or unable
to pay necessary living or medical expenses.  A customer can also
qualify by showing "extreme financial hardship," Picard said.

So far, Picard has received 495 applications from customers hoping
to avoid being sued. Picard said he dismissed 199 suits and has 74
applications still under review.

Picard received about $1.7 billion in claims that don't qualify
for so-called customer status. The trustee won't have any money to
pay general creditors until and unless customers are fully paid.

Combining money he recovered along with $500,000 for each customer
advance from the Securities Investor Protection Corp., Picard has
fully paid more than 1,100 claims, representing 51 percent of all
approved claims on file.

The Madoff liquidation so far has cost SIPC $1.64 billion,
including $805 million paid to customers. The remainder, some $832
million, was spent on expenses of the bankruptcy.

Bankruptcy costs are paid by SIPC and don't come out of customer
recoveries. If customers are fully paid, SIPC can recover from the
excess what it advanced to pay customer claims and bankruptcy
costs.

The report contains a summary of all pending lawsuits and appeals.

                      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.


BIOZONE PHARMACEUTICALS: Sells 3,500 of Preferred Stock
-------------------------------------------------------
Biozone Pharmaceuticals, Inc., closed on the sale of 3,500 shares
of Series A Preferred Stock in a private placement offering to 22
accredited investors for total gross proceeds of $3,500,000.  The
Series A investors also were issued 7,000,000 10-year warrants
exercisable at $0.50 per share.  The Series A: (i) have a stated
value of $1,000, (ii) are convertible at $0.50 per share or a
total of 7,000,000 shares of common stock and (iii) provide for 10
percent dividends per annum payable quarterly on March 31, June
30, September 30, and December 31, beginning on June 30, 2014, and
on each conversion date.

In lieu of a cash dividend payment, the Company may elect to pay
all or part of a dividend in shares of common stock based on a
conversion price equal to the lesser of: (i) the Conversion Price
and (ii) the average of the volume weighted average prices for the
20 consecutive trading days ending on the trading day that is
immediately prior to the dividend payment date.  The Company's
right to pay a dividend in common stock is subject to the Company
meeting certain equity conditions.  The holders of Series A: (i)
will vote together with the holders of common stock on an as
converted basis and (ii) have a liquidation preference over the
holders of the Company's common stock.  The net proceeds to the
Company were $3,410,000.

The Series A and Warrants sold have not been registered under the
Securities Act of 1933 and were issued and sold in reliance upon
the exemption from registration contained in Section 4(a)(2) of
the Act and Rule 506(b) promulgated thereunder.

In connection with the offering, the Company filed a Certificate
of Designation to its Articles of Incorporation designating 3,500
shares of its preferred stock.

                    About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $7.70 million in total assets,
$13.00 million in total liabilities and a $5.30 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, New Jersey, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BJORK LEASING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Bjork Leasing, LLC
        PO Box 1239
        Freeland, WA 98249

Case No.: 13-19622

Chapter 11 Petition Date: October 31, 2013

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Marc Barreca

Debtor's Counsel: Mark C McClure, Esq.
                  LAW OFFICE OF MARK MCCLURE PS
                  1103 W Meeker St Ste 101
                  Kent, WA 98032
                  Tel: 253-631-6484
                  Email: mark@northwestbk.com

Total Assets: $1.34 million

Total Liabilities: $777,220

The petition was signed by Clifford Bjork, managing member.

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


BLACK DIAMOND HOTEL: Case Summary & 2 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Black Diamond Hotel Group, LLC
        7319 Raleigh Way North
        Mobile, AL 36695

Case No.: 13-52982

Chapter 11 Petition Date: November 4, 2013

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, Suite 960
                  Atlanta, GA 30339
                  Tel: 770-984-2255
                  Fax: 770-984-0044
                  Email: pmarr@mindspring.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Tuong Cong Pham, co-manager.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/gamb13-52982.pdf


CARPE MINUTE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Carpe Minute, LLC
        1609 CLEARVIEW DRIVE
        Brentwood, TN 37027

Case No.: 13-09588

Chapter 11 Petition Date: November 4, 2013

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Keith M. Lundin

Debtor's Counsel: Robert L. Scruggs, Esq.
                  ROBERT L. SCRUGGS ATTORNEY
                  2525 21ST Ave South
                  Nashville, TN 37212
                  Tel: 615 309-7090
                  Fax: 615 309-7046
                  Email: bankruptcy@scruggs-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500,000

The petition was signed by Todd Jackson, manager.

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


CAPSUGEL HOLDINGS: Moody's Lowers CFR to 'B2'; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Capsugel Holdings S.A. to B2 from B1 and the Probability of
Default Rating to B2-PD from B1-PD. The downgrade of the corporate
level ratings was prompted by the announcement that Capsugel SA
(Luxembourg), a newly formed parent company of Capsugel, will
issue Senior payment-in-kind (PIK) Toggle notes in order to fund a
dividend to equity holders, including Kohlberg Kravis Roberts &
Co. L.P. (KKR). Despite the downgrade of the Corporate Family
Rating, as a result of the addition of the PIK Toggle notes --
which will be structurally subordinated to the existing debt --
Moody's affirmed the Ba3 rating on the existing senior secured
credit facility and the B3 rating on the existing unsecured notes.
Moody's assigned a Caa1 rating to the proposed PIK Toggle notes.
The outlook on Capsugel's ratings is stable.

"The downgrade of the ratings reflects not only the significant
increase in leverage from the proposed dividend, but also a marked
shift toward more aggressive and shareholder-friendly financial
policies" said Jessica Gladstone, Senior Credit Officer with
Moody's. While operationally Capsugel continues to perform well
and Moody's expects EBITDA to grow, the proposed increase in debt
to fund the dividend will meaningfully reduce the company's
ability to deleverage going forward given the increased annual
interest expense.

At the close of the dividend transaction, Moody's anticipates that
it will move the Corporate Family Rating and Probability of
Default Rating to Capsugel SA Luxembourg from Capsugel Holdings
S.A. Also, Moody's understands that as part of the transaction the
legal name of Capsugel Holdings S.A will be changed to Capsugel
Holdings Sarl.

Ratings downgraded:

Capsugel Holdings S.A (will become Capsugel Holdings Sarl)

Corporate Family Rating to B2 from B1

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

Ratings assigned:

Capsugel SA Luxembourg

Senior PIK Toggle notes at Caa1 (LGD 6, 91%)

Ratings affirmed/LGD estimates revised:

Capsugel FinanceCo S.C.A.

Senior unsecured notes to B3 (LGD 5, 70%) from B3 (LGD 5, 85%)

Capsugel Holdings US, Inc

Senior secured revolving facility to Ba3 (LGD 2, 24%) from Ba3
(LGD 3, 33%)

Senior secured term loan to Ba3 (LGD 2, 24%) from Ba3 (LGD 3,
33%)

The outlook is stable

Ratings Rationale:

The B2 CFR reflects Capsugel's high financial leverage, modest
interest coverage and free cash flow relative to debt. The rating
also reflects the company's modest overall size (by revenue), and
high concentration in the niche hard capsule market. Other credit
risks include the company's exposure to gelatin costs, which have
been rising. The rating is supported by the company's good track
record of organic, constant currency revenue growth, and operating
margin expansion. The rating is also supported by the company's
leadership in supplying hard capsules to the pharmaceutical and
dietary supplement industries, its track record of technological
innovation, and its good diversity by geography and customer.

If Capsugel grows EBITDA and reduces debt such that adjusted debt
to EBITDA is sustained below 5.0 times (including Moody's standard
adjustments), and free cash flow to debt is sustained around 8%,
Moody's could upgrade the ratings. An upgrade would also require
continued stability in profit margins despite fluctuations in
commodity prices (including gelatin) as well as adherence to more
conservative financial policies.

Moody's could downgrade the ratings if the company has
deterioration in sales or profitability or if adjusted debt to
EBITDA is expected to be sustained above 6.5 times.

Capsugel, headquartered in Morristown, New Jersey, is a developer
and manufacturer of capsule products and other drug delivery
systems for the pharmaceutical and dietary supplement industries.
The company is owned by Kohlberg Kravis Roberts & Co. L.P. Revenue
for the twelve months ended June 30, 2013 approximated $906
million.


CBC AMMO: Moody's Assigns 'B1' CFR & 'B1' Rating to $250MM Notes
----------------------------------------------------------------
Moody's Investors Service assigned an initial B1 Corporate Family
Rating and a B1-PD probability of default rating to CBC Ammo LLC.
Moody's also assigned a B1 rating to CBC's new $250 million senior
unsecured notes. The outlook is stable.

Proceeds from the unsecured notes will be used to repay around $90
million of existing debt (staggered payments over the next few
years), acquire Magtech USA for $40 million, pay a $25 million
dividend, and pay about $10 million of fees with the remainder
used for general corporate purposes, but targeted for capital
improvements.

"Unlike some other firearms related companies that are
experiencing abnormally high and unsustainable growth, Moody's
thinks the current level of revenue and earnings at CBC are
materially sustainable as it sells mostly ammunition, which is not
as vulnerable to a reversal of the recent surge in gun demand,"
said Kevin Cassidy, Senior Credit Officer at Moody's Investors
Service.

The following ratings were assigned:

Issuer: CBC AMMO LLC

Corporate Family Rating at B1;

Probability of Default Rating at B1-PD;

$250 million senior unsecured notes rating at B1

Ratings Rationale:

CBC's B1 Corporate Family Rating reflects its modest size with pro
forma revenue around $500 million, narrow product focus in
ammunition, firearms and related accessories and exposure to
volatile raw material prices (i.e., copper and lead). The rating
also incorporates CBC's susceptibility to military and law
enforcement budgets and discretionary consumer spending as well as
the varying levels of regulation in the numerous countries in
which it does business. The rating is supported by strong credit
metrics with a EBITA margin over 18% and modest pro forma
financial leverage of around 3.5 times (assuming no initial debt
repayment). The rating is also supported by CBC's good geographic
diversification with sales in about 100 countries worldwide
including a significant presence in Europe, Latin America and
North America.

The stable outlook reflects Moody's view that CBC will steadily
reduce leverage below 3 times through debt repayments and modest
earnings growth. The outlook also reflects Moody's view that any
additional shareholder returns will be funded from internally
generated cash flow and will not increase leverage.

There is limited upward near-term rating pressure given the
company's modest size, narrow product focus and regulatory risks.
Longer-term, the rating could be upgraded if revenue significantly
increased and the company broadened its product portfolio. Key
credit metrics necessary for an upgrade to be considered are
sustaining a mid teen EBITA margin and debt/EBITDA approaching 2.5
times.

Significant weakening in operating performance or the
implementation of more shareholder friendly financial policies
could lead to a downgrade. Key credit metrics that could prompt a
downgrade would be debt/EBITDA sustained above 5 times or an EBITA
margin maintained below 10%.

CBC Ammo is a global based manufacturer of small-caliber
ammunition with operations in Brazil, Germany and Czech Republic.
CBC sells its products to military, law enforcement agencies and
commercial customers in more than 100 countries worldwide through
four brands: CBC, MEN, Sellier & Bellot, and Magtech. For the
twelve months ended June 30, 2013, it sold approximately 1.2
billion rounds of ammunition and generated almost $520 million of
revenue and more than $100 million of EBITDA pro forma for the
Magtech USA acquisition.


CELL THERAPEUTICS: Had $11.1-Mil. Financial Standing at Sept. 30
----------------------------------------------------------------
Cell Therapeutics, Inc., estimates that net financial standing
as of Sept. 30, 2013, was $11.1 million.  The total estimated and
unaudited net financial standing of CTI Consolidated Group as of
Sept. 30, 2013, was $12.7 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $6.8 million as of Sept. 30, 2013.  CTI
Consolidated Group trade payables outstanding for greater than 30
days were approximately $8.6 million as of Sept. 30, 2013.

During September 2013, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.

As of Sept. 30, 2013, there were no amounts due of a financial or
tax nature, or amounts due to social security institutions or to
employees.

A copy of the press release is available for free at:

                        http://is.gd/6TEqZZ

                       About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

As of June 30, 2013, the Company had $49.23 million in total
assets, $36.12 million in total liabilities $13.46 million in
common stock purchase warrants and a $357,000 total shareholders'
deficit.

                           Going Concern

The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on the Company's
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company's independent registered public accounting
firm removed this going concern explanatory paragraph in its
report on the Company's Dec. 31, 2012, consolidated financial
statements, the Company expects to continue to need to raise
additional financing to fund its operations and satisfy
obligations as they become due.

"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in the regulatory filing.

The Company added that it may not be able to maintain its listings
on The NASDAQ Capital Market and the Mercato Telematico Azionario
stock market in Italy, or the MTA, or trading on these exchanges
may otherwise be halted or suspended, which may make it more
difficult for investors to sell shares of the Company's common
stock.

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for PIXUVRI, pacritinib, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates.  Some of
our product development programs depend on our ability to maintain
rights under these licenses.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights, including
the rights to PIXUVRI, Opaxio, tosedostat, and brostallicin," the
Company said in its quarterly report for the period ended June 30,
2013.


CENGAGE LEARNING: Senior Lenders Try to Silence Junior Lenders
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that senior secured lenders to college textbook publisher
Cengage Learning Inc. started another counterattack aimed at
protecting the lenders' liens on copyrights and $273.9 million
held in a money-market account.

According to the report, the new defense is aimed at junior
secured lenders and is intended to bar them from continuing to
undermine the senior lenders' liens.

There already are litigations in bankruptcy court in Brooklyn, New
York, over the question of whether the senior lenders failed to
take proper steps to record security interests in about 15,500
copyrights.  In addition, Cengage unsecured creditors contend the
senior lenders don't have valid security interest in the $273.9
million money-market fund.

In a complaint filed in bankruptcy court on Nov. 1, the senior
lenders trot out the inter-creditor agreement where the junior
lienholders allegedly waived the right "in any proceeding" to
question the validity of liens.  According to the senior lenders,
the juniors conceded in the inter-creditor agreement that seniors
come ahead of them despite any defect in the lien package.

The senior lenders want the bankruptcy judge to bar the junior
lender from continuing to conduct investigations and question the
validity of liens.

How Cengage's unsecured creditors and junior Noteholders come out
depends in large part the validity of the senior lenders' liens.
The senior creditors recently started a lawsuit to declare the
validity of their liens in response to a suit the company filed in
September claiming that the $273.9 million is an unencumbered
asset.

JPMorgan Chase Bank NA, as agent for the senior lenders, filed the
newest lawsuit to bar further actions by the junior lenders.

Cengage filed a separate lawsuit against the lenders contending
liens on 15,500 copyrights can be voided under the company's
powers in bankruptcy. The bankruptcy judge already appointed
another bankruptcy judge to serve as mediator.

Cengage filed a reorganization plan in August and amended the plan
later. The plan and explanatory disclosure statement will be a
topic of discussion at a hearing on Nov. 12.

                      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.


CENTRAL FEDERAL: Sells Fairlawn Office Building
-----------------------------------------------
Central Federal Corporation, parent company of CFBank, has
completed the sale of its former Fairlawn office building.

CFBank earlier this year announced its expansion plans into the
Cleveland market along with the expansion of banking service
capabilities for its Fairlawn customers.  CFBank is finalizing
negotiations for moving into a full service branch location less
than 200 yards from its current location on Smith Road in
Fairlawn.  The branch location provides both drive thru
capabilities and an onsite ATM service, enhancing the services
available to its Fairlawn customers.

Additionally CFBank will be establishing a presence in the
Cleveland market in early 2014.  CFBank is a full service business
bank and has a growing customer base of business clients and
entrepreneurs based in Cleveland.

CFBank is a wholly owned subsidiary of Central Federal
Corporation, a publicly traded corporation.  Central Federal
Corporation shares trade on the NASDAQ stock exchange, ticker
symbol: CFBK.

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

The Company incurred a net loss of $3.76 million in 2012 as
compared with a net loss of $5.42 million in 2011.  As of June 30,
2013, the Company had $244.61 million in total assets, $222.30
million in total liabilities and $22.30 million in total
stockholders' equity.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


COCO FASHION: Case Summary & 12 Unsecured Creditors
---------------------------------------------------
Debtor: Coco Fashion Inc.
        736 South Los Angeles Street
        Los Angeles, CA 90014

Case No.: 13-36513

Chapter 11 Petition Date: October 31, 2013

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

Judge: Hon. Sandra R. Klein

Debtor's Counsel: Steven A Schwaber, Esq.
                  2600 Mission St Ste 100
                  San Marino, CA 91108
                  Tel: 626-403-5600
                  Email: schwaberlaw@sbcglobal.net

Total Assets: $1.54 million

Total Debts: $1.49 million

The petition was signed by Hao Hong, president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb13-36513.pdf


COLORADO-FAYETTE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Colorado-Fayette Medical Center
           dba Flatonia Community Clinic
           dba Schulenburg Community Clinic
           dba CFMC Home Health
        400 Youens Drive
        Weimar, TX 78962-3680

Case No.: 13-36720

Type of Business: Health Care

Chapter 11 Petition Date: October 31, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Karen K. Brown

Debtor's Counsel: Lynn Hamilton Butler, Esq.
                  HUSCH BLACKWELL LLP
                  111 Congress Ave, Ste 1400
                  Austin, TX 78701-4043
                  Tel: 512-472-5456
                  Fax: 512-479-1101
                  Email: lynn.butler@huschblackwell.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

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


COMARCO INC: Annual Meeting of Shareholders Set on January 23
-------------------------------------------------------------
The board of directors of Comarco, Inc., set Jan. 23, 2014, as the
date of its annual meeting of shareholders and the close of
business on Nov. 29, 2013, as the record date for determining the
shareholders entitled to receive notice of and entitled to vote at
the fiscal year 2013 annual meeting of shareholders.

The Company will file in due course an amended proxy statement and
related proxy materials with the U.S. Securities and Exchange
Commission.  This year, the Company has elected to distribute its
proxy materials for the Annual Meeting to most of its shareholders
via the Internet under the "notice and access" approach permitted
by the rules of the SEC.  Accordingly, the Company will mail a new
"Notice of Internet Availability of Proxy Materials" to its
shareholders on or around Dec. 11, 2013, containing instructions
on how to access the final amended proxy materials on the Internet
and vote shares.

Because the date of the Company's 2013 annual meeting is more than
30 days after the one-year anniversary of the Company's 2012
annual meeting, the Company desires to inform its shareholders of
the revised deadlines for the submission of shareholder proposals
and director nominees for consideration at the Company's 2013
annual meeting.  Proposals by shareholders and submissions by
shareholders of director nominees for consideration at the 2013
annual meeting should be submitted in writing to the Company's
Corporate Secretary at: Comarco, Inc., Attn: Corporate Secretary,
25541 Commercentre Drive, Suite 250, Lake Forest, California,
92630.  For all proposals and nominations by shareholders to be
timely, regardless of whether the proposals or nominations are
intended for inclusion in the proxy statement for the 2013 annual
meeting, a shareholder's notice must be delivered to, or mailed
and received by, the Company's Corporate Secretary on or before
the Company's close of business on Nov. 15, 2013.  Any shareholder
proposal or director nomination delivered or received after the
close of business on Nov. 15, 2013, will be untimely and will not
be properly brought before the 2013 annual meeting. Proposals by
shareholders and submissions by shareholders of director nominees
must also comply with the procedures set forth in the Company's
Bylaws and, if intended for inclusion in the proxy statement, Rule
14a-8 under the Exchange Act.

                       About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco disclosed a net loss of $5.59 million on $6.33 million of
revenue for the year ended Jan. 31, 2013, as compared with a net
loss of $5.31 million on $8.06 million of revenue for the year
ended Jan. 31, 2012.  Comarco's balance sheet at July 31, 2013,
showed $2.93 million in total assets, $10.89 million in total
liabilities and a $7.95 million total shareholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses and
negative cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.


COMMUNITYONE BANCORP: Posts $4 Million Net Income in 3rd Quarter
----------------------------------------------------------------
CommunityOne Bancorp reported net income of $4 million on $19.85
million of total interest income for the quarter ended Sept. 30,
2013, as compared with a net loss of $4.71 million on $19.20
million of total interest income for the same period a year ago.

The improved financial performance in the third quarter was driven
by a $2 million increase in net interest income as a result of
increases in average loan and securities balances, continued
reductions in the cost of deposits and an increase in the
accretion of purchase accounting marks stemming from improved cash
flow estimates in the Purchased Impaired loan portfolio.  In
addition, noninterest expense declined by $6.7 million during the
quarter as the result of improvements in asset quality and the
completion of the merger of Bank of Granite into CommunityOne Bank
in June of this year.

The Company's balance sheet at Sept. 30, 2013, showed $2.03
billion in total assets, $1.95 billion in total liabilities and
$80.80 million in total shareholders' equity.

"Obviously we are very pleased with our return to profitability,"
said Brian Simpson, CEO.  "This quarter marks an inflection point
for our Company and reflects the progress we have made over the
past 2 years in reducing problem assets, merging and integrating
Bank of Granite into CommunityOne and implementing operational
improvements throughout the organization."

"With our return to financial health," said Bob Reid, president,
"we have been able to fully engage in our markets, capitalize on
new opportunities with our existing customer base and attract new
customers to our Company."

A copy of the press release is available for free at:

                        http://is.gd/XEohHK

                         About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

FNB United incurred a net loss of $40 million in 2012, a net loss
of $137.31 in 2011, and a net loss of $131.82 million in 2010.


COMSTOCK MINING: Incurs $5.5 Million Net Loss in Third Quarter
--------------------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
available to common shareholders of $5.49 million on $6.81 million
of total revenues for the three months ended Sept. 30, 2013, as
compared with a net loss available to common shareholders of
$10.08 million on $182,792 of total revenues for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss available to common shareholders of $18.84 million on
$17.59 million of total revenues as compared with a net loss
available to common shareholders of $28.60 million on $477,037 of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $46.49
million in total assets, $24.78 million in total liabilities and
$21.70 million in total stockholders' equity.

The Company was an exploration company for most of its existence
and recently transitioned into production in the Lucerne Mine, and
accordingly, has incurred net operating losses and negative cash
flows from operations every year since inception.  At Sept. 30,
2013, the Company had cash and cash equivalents of $5.9 million.
The Company incurred an operating loss of $15.8 million and used
cash flows in operations of $11.6 million for the nine months
ended Sept. 30, 2013 (including the direct shipment of gold from
current assets for the payment of $2.7 million of debt
obligations).  The Company continues its efforts to increase
production, reduce costs and working capital needs, improve
efficiencies, and maximize funds available for working capital.
The Company's current capital resources include cash and cash
equivalents and other working capital resources, cash generated
through operations, and existing financing arrangements.  The
Company has financed its activities principally from the sale of
equity securities and from debt financing.  While the Company has
been successful in the past in obtaining the necessary capital to
support its operations, there is no assurance that the Company
will be able to obtain additional equity capital or other
financing, if needed.

"Insufficient near-term financing or future production rates and
gold prices below management's expectations would adversely affect
the Company's results of operations, financial condition and cash
flows, and could raise substantial doubt about the Company's
ability to continue as a going concern," the Company said in the
regulatory filing.

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

                        http://is.gd/WUhVQB

                      About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining incurred a net loss of $30.76 million in 2012, a
net loss of $11.60 million in 2011 and a net loss of
$60.32 million in 2010.


CROSBY US: Moody's Assigns 'B2' CFR & Rates $120MM Loan 'Caa1'
--------------------------------------------------------------
Moody's Investor Service assigned a B2 Corporate Family Rating
(CFR) and a B2-PD Probability of Default Rating to Crosby US
Acquisition Corp. Moody's also assigned the following instrument
ratings: B1 rating to its $530 million First Lien Term Loan; a B1
rating to its $65 million First Lien Revolver; and, a Caa1 rating
to its $120 million Second Lien Term Loan. The rating outlook is
stable. Proceeds from the issuances will be used to partially fund
the acquisition of Crosby by affiliates of Kohlberg Kravis Roberts
& Co. L.P. (KKR).

Assignments:

Issuer: Crosby US Acquisition Corp.

Probability of Default Rating, Assigned B2-PD

Corporate Family Rating, Assigned B2

$65 million Senior Secured Revolving Credit Facility Assigned B1,
LGD3, 41%

$530 million Senior Secured First Lien Term Loan, Assigned B1,
LGD3, 41%

$120 million Senior Secured Second Lien Term Loan, Assigned Caa1
LGD6, 90%

The rating outlook is stable

Ratings Rationale:

The B2 CFR balances Crosby's high pro-forma leverage of
approximately 6 times against the expectation for good interest
coverage, improving margins, and meaningful customer
diversification. The rating benefits from KKR's significant equity
contribution to fund the acquisition. Moreover, Crosby has strong
free cash generation characteristics that Moody's expects will
enable it to begin repaying debt and reducing leverage during
2014. This strong cash flow is supported by the company's high
operating margins, modest maintenance capital expenditure
requirements, and adequate capacity to accommodate growth.

The B1 rating on the company's $595 million first lien term loan,
comprised of a $65 million revolver and a $530 million term loan,
reflects their priority of claim in the capital structure and the
benefit of a significant amount of junior capital that is in a
first loss position in the event of default. The Caa1 rating on
the $120 million second lien debt reflects their second lien on
substantially all the assets of borrower. Both the first and
second lien facilities benefit from the parent company, Crosby
Worldwide Ltd., guarantee.

The rating could come under pressure if the company fails to
generate positive free cash flow or if leverage on a Moody's
adjusted basis was anticipated by Moody's to be maintained above
6.25 times.

Given the company's size and high leverage, a ratings upgrade
within the next twelve months is unlikely. However, if the company
demonstrated the capacity to maintain leverage below 4.5 times,
the rating could experience upwards pressure.

Crosby US Acquisition Corp, a subsidiary of Crosby Worldwide Ltd,
is a manufacturer of highly-engineered lifting and rigging
equipment, as well as customized material handling solutions. The
company is headquartered in Tulsa, Oklahoma and has annual
revenues under $500 million.


CWGS GROUP: Moody's Assigns 'B2' CFR & Rates $545MM Loans 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned CWGS Group, LLC a B2 corporate
family rating (CFR) and a B2-PD probability of default rating
(PDR). The proposed $525 million first lien term B loan and $20
million revolving credit facility were also assigned B2 ratings.
The use of proceeds is to refinance the existing $326 million Good
Sam Entertainment senior notes, $37 million of FreedomRoads debt,
the $80 million series A convertible notes and pay the accrued
interest on the Series B convertible, breakage costs on the senior
note, and fees and expense for the transaction. The outlook is
stable.

The new credit facility will be issued at CWGS Group, LLC and will
be secured and guaranteed by Good Sam Enterprises, LLC, which
operates the company's retail and membership businesses.
FreedomRoads Holding Company, LLC will be a guarantor, however
Freedom Roads Intermediate Holdco, LLC and FreedomRoads, LLC (the
operator of the RV business) will not be guarantors or secure the
credit facility. A recently amended $515 million floor plan
financing facility with a $12 million LC facility at FreedomRoads,
LLC (not rated) will provide financing for new and used RV
inventory. The revolver and term loan B are expected to mature in
five and six years respectively, but have a springing maturity in
September 2017 if the Series B convertible notes issued at parent
company CWGS Enterprises, LLC are not converted, repaid, or
extended. The Series B convertible can be converted into 44% of
the equity ownership starting in March 2015.

The current ratings at Good Sam Enterprises, LLC including the B3
CFR and senior note rating as well as the B3-PD PDR rating will be
withdrawn upon repayment of the secured note.

Moody's took the following rating actions:

Borrower: CWGS Group, LLC

Corporate Family Rating, assigned B2

Probability of Default Rating, assigned B2-PD

$20 million 1st lien Revolving Credit Facility due 2018, Assigned
B2, LGD4 - 54%

$525 million 1st lien term loan B due 2020, Assigned B2, LGD4 -
54%

Outlook, Stable

The assigned ratings are subject to review of final documentation
and no material change in the terms and conditions of the
transaction as provided to Moody's.

Rating Rationale:

CWGS Group, LLC's B2 corporate family rating (CFR) reflects the
company's high adjusted leverage, heightened sensitivity to
economic conditions given the high expense and discretionary
nature of RV sales, its niche business focus, and low EBITDA
margins. Total leverage levels including 25% of the floor plan
financing at FreedomRoads as debt (the remaining 75% as accounts
payable), $70 million in convertible notes, and capitalization of
lease obligations on a discounted cash flow basis would be 5.7x or
4.9x capitalizing lease expenses at 8x.

The ratings receive support from the company's leading position in
the RV sales industry that provides good negotiating leverage with
suppliers and strong geographic diversity with 83 RV dealerships
and 101 retail stores. The stability of the company's higher
margin RV-focused Good Sam's club membership and services
businesses, including emergency roadside services, extended
warranties, and insurance businesses provide stability to the
credit and offsets some of the cyclicality of its lower margin
retail and RV dealership segments. The Good Sam club is expected
to continue to be an effective marketing tool to reach RV owners
and sell related company services. CWGS has demonstrated strong
revenue and EBITDA growth during 2012 of over 20%. Growth has
continued to be good in 2013 and Moody's anticipates that the
company will continue to benefit from an improving economy and RV
industry sales, albeit at lower growth levels that will lead to
modest deleveraging over the next year.

Moody's anticipates the company will maintain adequate liquidity
over the next year and will benefit from the floor plan facility
at Freedom Roads as well as a $20 million revolver at CWGS Group,
LLC. Moody's expects CWGS to produce good free cash flow which
will be used for member distribution payments for tax purposes,
additional modest sized RV dealer acquisition opportunities,
retail expansions, or for the repayment of the term loan or floor
plan facility. Given the seasonality of the business, Moody's
anticipates the third quarter to be the strongest for cash flow
and the fourth quarter to be the weakest as dealer and retail
sales are strongest in the second and third quarter of the year.
The Term Loan B is expected to be covenant lite. The revolver
facility will to be subject to a Total Leverage Ratio when greater
than 25% is drawn.

The stable outlook reflects Moody's expectations for revenue and
EBITDA growth due to improved demand for RV's and related services
which will cause leverage to decline modestly over the next year.

The ratings would be considered for an upgrade if strong revenue
and EBITDA growth from RV sales, accessories and services resulted
in debt-to-EBITDA leverage ratios being sustained well below 4x
(including Moody's adjustments capitalizing lease expense at 8x)
with good liquidity and free cash flow levels. An exchange of the
series B notes into equity that did not raise leverage levels
would also be required for any positive rating action.

Ratings would face downward pressure if debt-to-EBITDA leverage
ratios were to exceed 5.5x as a result of declining RV related
sales, deterioration in service renewal rates, declining
membership levels, or higher debt levels. Ratings could also be
pressured if liquidity becomes strained or if the company lost
availability to its floor plan facility at FreedomRoads.

CWGS Group, LLC is a holding company which operates through
subsidiaries focused on serving the recreational vehicle industry
including: (1) FreedomRoads RV dealership sells new and used RVs,
parts, and services under the Camping World brand name (2)
Membership Services which sells club membership, products,
services and publications to RV owners (3) Retail which includes
Camping World specialty retail stores that provides merchandise
and services to RV users. LTM revenue as of June 30, 2013 is $2.2
billion.


DESIGNLINE CORP: Wonderland Takes Assets for $1.6 Million
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that DesignLine Corp., a one-time designer and
manufacturer of natural-gas powered and electric buses, is selling
all its assets for $1.6 million cash to Wonderland Investment
Group Inc. from Pasadena, California.

According to the report, at auction last week, Wonderland
prevailed over five other prospective buyers.  The bankruptcy
judge in Charlotte, North Carolina, approved the sale on Nov. 1.
All proceeds are to be paid to secured creditors when the sale is
completed.

DesignLine was one of the few companies whose Chapter 11 case was
thrown out of Delaware and sent to the court in the company's
hometown, the report said.

The North Carolina-based company filed a bare-bones Chapter 11
petition in August in Delaware.  A creditor and shareholder
succeeded in having the case transferred, saying the company was
"moribund," having fired almost all workers, halted operations and
breached its contract with its largest customer, leaving no
recourse short of liquidation.

                      About DesignLine

DesignLine Corporation is a manufacturer of coach, electric and
range-extended electric (hybrid) buses founded in Ashburton, New
Zealand in 1985.  It was acquired by American interests in 2006,
and DesignLine Corporations' headquarters was relocated to
Charlotte, North Carolina.  DesignLine Corporation is no longer
affiliated with the DesignLine operations in New Zealand, which
was placed in liquidation in 2011.

DesignLine Corporation and DesignLine USA LLC originally sought
Chapter 11 protection with the U.S. Bankruptcy Court for the
District of Delaware (Lead Case Nos. 13-12089 and 13-12090), on
Aug. 15, 2013.  Katie Goodman signed the petitions as chief
restructuring officer.  The Debtors estimated assets and debts of
at least $10 million.  On Sept. 5, 2013, the case was transferred
to the U.S. Bankruptcy Court for the Western District of North
Carolina (Case Nos. 13-31943 and 13-31944).

Mark D. Collins, Esq., and Michael Joseph Merchant, Esq., at
Richards, Layton & Finger, P.A.; and Terri L. Gardner, Esq., at
Nelson Mullins Riley & Scarborough, LLP, serve as the Debtors'
bankruptcy counsel.  The Debtors' financial advisor is GGG
Partners LLC.

A five-member unsecured creditors panel has been appointed in the
Debtors' cases.  Moon Wright & Houston PLLC and Benesch,
Friedlander, Coplan & Aronoff LLP are co-counsel to the Committee.


DETROIT, MI: Workers Begin Presenting Their Case
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit's emergency manager completed his testimony
on Nov. 4, defending his statement to retirees in June that
pensions were "sacrosanct."

According to the report, the unions and retirees called their
first witness in the trial to determine if Detroit is eligible for
municipal bankruptcy.  The workers believe the city didn't file in
good faith and is therefore ineligible.

                   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.


DIGERATI TECHNOLOGIES: Has Until Feb. 6 to Solicit Plan Votes
-------------------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas extended until Feb. 6, 2014, Digerati
Technologies, Inc.'s time to solicit acceptances for the Plan of
Reorganization.

As reported in the Troubled Company Reporter on Oct. 1, 2013,
the Debtor filed a Plan and accompanying Disclosure Statement
which contemplated the creation of a grantor trust and the sale of
Dishon Disposal Inc. and Hurley Enterprises, Inc.  Dishon is a
waste disposal facility focusing on solid and liquid wastes from
oil field and drilling processes. Hurley is also an oil field-
support services company that functions as a drilling site service
company, with multiple service and rental lines of revenue.

Under the Plan, the stock of Hurley and Dishon will be transferred
to the Hurley/Dishon Trust subject to existing liens and will
remain property of the estate until sold and will not vest in the
Reorganized Debtor.  Pursuant to bankruptcy court consent, the
Trustee of the Hurley/Dishon will sell the stock or assets of
Hurley and Dishon.

The Plan also provides for the treatment of these claims:

(1) Allowed Non-Tax Administrative Claims will be paid in Cash in
     full from the Net Sales Proceeds on the later of 30 days
     after the Closing Date or the date such Claim becomes an
     Allowed Administrative Claim;

(2) Allowed Administrative Tax Claims resulting from the sale of
     Hurley or Dishon will be paid in full from the relevant
     sales proceeds;

(3) Allowed Priority Claims will be paid in cash in full on the
     later of 30 days from the Confirmation Date or when allowed
     to the extent cash is available; otherwise, from the Net
     Sales Proceeds, along with simple interest at a rate of 5%
     after payment in full of Class 1 or Class 2 Allowed Claim, as
     applicable;

(4) Allowed Class 1 Secured Claim of Terry Dishon will be paid
     in full on the Closing Date from the Net Sales Proceeds of
     the Dishon Sale;

(5) Allowed Class 2 Secured Claims of Hurley Fairview LLC and
     Sheyenne Hurley will be paid in full on the Closing Date from
     the Net Sales Proceeds of the Hurley Sale;

(6) Holders of Allowed Class 3 General Unsecured Claims of $1,000
     or Less will be paid in full within 30 days of the
     Confirmation Date, to the extent cash is available; otherwise
     to be paid from the Net Sale Proceeds of either Dishon or
     Hurley, whichever occurs first, after payment in full of
     Class 1 or 2 in full as applicable and the Allowed Priority
     Claims, along with simple interest at a rate of 5%;

(7) Holders of Allowed Class 4 General Unsecured Claims in Excess
     of $1,000 will be paid in full, with simple interest at a
     rate of 5%, from the Net Sale Proceeds of either Dishon or
     Hurley, whichever occurs first, after payment in full of
     Class 1 or 2 in full as applicable, Allowed Priority Claims,
     and Class 3 claims;

(8) Allowed Class 5 Subordinated Unsecured Claims Arising Out of
     Disputed Rights to Preferred Series "A" Interests will
     receive, after Classes 1-4 are paid in accordance with the
     Plan, pro-rata shares of the Suiplus Net Sales Proceeds in
     exchange for any claim to any rights arising out of the
     Preferred Series "A" Interests;

(9) Class 6 any and all Super voting rights that may have
     arisen out of the disputed rights to Preferred Series "E"
     Interests of Oleum Capital, LLC, will be rescinded and
     receive no distribution under the Plan;

(10) Allowed Class 7 Equity Interests of Digerati Common Stock
     will retain their common stock in the Reorganized Debtor.
     Further, after payments set forth in the Plan, Reorganized
     Debtor, on behalf of Class 7 will receive Class 5% of the
     remaining Surplus Net Sales Proceeds;

(11) Class 8 Options and Warrants Issued by Digerati prior to the
     Filing Date shall be canceled.

The Reorganized Debtor will continue its normal business
operations after the confirmation date.  Arthur L. Smith and
Antonio Estrada will continue to serve as director and officer of
the Reorganized Debtor.

A full-text copy of the Debtor's Disclosure Statement, dated
Sept. 27, 2013, is available for free at:

            http://bankrupt.com/misc/DIGERATI_DSSept27.PDF

                     About Digerati Technologies

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

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

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

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

Earlier in the case, Rhode Holdings, LLC, sought the transfer of
venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division.


DR. TATTOFF: Opens New Tattoo Removal Clinic in Georgia
-------------------------------------------------------
Dr. Tattoff, Inc., announced the opening of its new Atlanta,
Georgia, clinic.

The Atlanta clinic expands the existing presence of Dr. Tattoff's
well-known clinics throughout the southern regions of the U.S.
Dr. Tattoff currently has clinics located in Southern California,
Phoenix, Dallas and Houston.  Additional clinics in major U.S.
cities are expected to open as Dr. Tattoff expands its national
presence.

"This past year has been an eventful time for Dr. Tattoff.  We are
pleased that our corporate growth plan to expand nationally is
well underway.  Emphasis remains in markets where there is
existing demand for tattoo-removal services, high visibility, and
opportunity to expand into other nearby neighboring cities,"
stated Dr. Tattoff's Chief Executive Officer, John Keefe.  "The
tattoo removal market in the U.S. is currently estimated as a
$10B+ market opportunity.  While Dr. Tattoff services a diverse
range of patients, special focus is on creating market appeal to
U.S. females (60% with tattoos) aged 18-40 years and earning over
$50,000/year.  Tattoo removal is primarily fueled by the growing
importance for individuals to improve their personal appearance.
The decision is typically driven by a desire to reverse a
"permanent decision" made during one's youth, find an affordable
solution to look one's best, and/or the need to increase job
prospects by having a mainstream appearance.  Dr. Tattoff is well
poised to serve the growing tattoo removal market.  The medically-
focused service expertise, brand recognition, pure-play focus, and
expansion into key demographic markets are Dr. Tattoff's driving
forces."

"All Dr. Tattoff's clinics adhere to standard protocols and best
practices," stated Will Kirby, D.O., chief medical officer.  "Upon
the initial consultation, a patient's tattoos are evaluated using
our medically acclaimed Kirby-Desai tattoo removal scale, treated
by trained licensed medical professionals, and monitored as
treatment sessions progress.  Having these procedures in place
ensures that our patients receive the highest levels of health,
wellness and safety and ensures that our patients receive the same
consistent high level of care in every one of our clinics,
especially as Dr. Tattoff continues its national expansion plans."
Dr. Kirby's work has been cited in leading academic publications
as well as popular press: New York Times, People Magazine, In
Style."

Dr. Tattoff's Atlanta, GA clinic is located at 3637 Peachtree
Road, Suite D-1, Atlanta, GA 30319.  The clinic is open during
convenient hours 5 days a week and can be reached by calling 404-
490-4300 or 888-TATT-OFF (888-828-8633).

Click to Tweet: @DrTattoff Brings Premier Laser Tattoo Removal
Service to Atlanta, GA http://drtattoff.comhttp://bit.ly/1djnAhl

                          About Dr. Tattoff

Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates
or provides management services to five laser tattoo and hair
removal clinics located in Texas and California, all of which
operate under the Company's registered trademark "Dr. Tattoff."

Dr. Tattoff disclosed a net loss of $2.83 million on $3.20 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $2.47 million on $2.66 million of revenue during the
prior year.  The Company's balance sheet at June 30, 2013, showed
$2.52 million in total assets, $4.92 million in total liabilities
and $2.40 million total shareholders' deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's current liabilities exceeded its current assets
by approximately $1,547,000, has shareholders' deficit of
approximately $806,000, has suffered recurring losses and negative
cash flows from operations, and has an accumulated deficit of
approximately $7,407,000 at Dec. 31, 2012, which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


DUMA ENERGY: Charles Dommer Replaces Jeremy Driver as President
--------------------------------------------------------------
The board of directors of Duma Energy Corp. accepted the
resignation of Jeremy G. Driver as president of the Company
effective on Oct. 27, 2013.  Mr. Driver continues to serve as the
chief executive officer and a director of the Company.  Concurrent
with the resignation of Mr. Driver as president, the Board
appointed Charles F. Dommer as president of the Company.

Charles F. Dommer

Charles F. Dommer is an exploration and development executive with
35 years of managerial positions in the demanding environment of
international and domestic oil and gas exploitation, exploration
and acquisitions.  Mr. Dommer has managed many major projects in
the competitive arena of oil and gas exploration and development.

From December 2010 until present, Mr. Dommer has served as the
vice president of Exploration and Development for Hydrocarb
Corporation.  From January 2000 to December 2010, Mr. Dommer
served as a consulting Geologist/Geophysicist for Trans Global
Engineering, Inc., of Denver, Colorado.  Mr. Dommer's past
experience includes Senior Geologist at Phillips Petroleum
Company, located in Texas, and the establishment of a Geology and
Reservoir Engineering Department in Siberia for Occidental
Petroleum Joint Venture, Vanyoganneft.  Mr. Dommer has a B.S.
Geology degree from Arizona State University.

Effective Oct. 31, 2013, the Board accepted the resignation of
Leonard Garcia as a director of the Company.

As a result of the resignations and appointments, the Company's
current directors and Executive Officers are as follows:

Name                  Position
----                  --------
Jeremy G. Driver      Chief Executive Officer and a director
Charles F. Dommer     President
Kent P. Watts         Chairman and a director
John E. Brewster, Jr. Director
Chris Herndon         Director
Pasquale V. Scatturo  Director
Sarah Berel-Harrop    Secretary, Treasurer and Chief
                      Financial Officer

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.  For the nine months ended April 30,
2013, the Company incurred a net loss of $39.23 million on $5.10
million of revenues.  As of April 30, 2013, the Company had
$25.78 million in total assets, $15.47 million in total
liabilities and $10.30 million in total stockholders' equity.


DUMA ENERGY: Delays Form 10-K for Fiscal 2013
---------------------------------------------
Duma Energy Corp's management was unable to obtain certain of the
business information necessary to complete the preparation of the
Company's Form 10-K for the year ended July 31, 2013, and the
review of the report by the Company's auditors in time for filing.
As a result of this delay, the Company was unable to file its
annual report on Form 10-K within the prescribed time period
without unreasonable effort or expense.  The Company expects to
file within the extension period.

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.  For the nine months ended April 30,
2013, the Company incurred a net loss of $39.23 million on $5.10
million of revenues.   As of April 30, 2013, the Company had
$25.78 million in total assets, $15.47 million in total
liabilities and $10.30 million in total stockholders' equity.


DYNASTY HOSPITALITY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Dynasty Hospitality, LP
           dba Orange Extended Stay Hotel - Plano
           fdba Quality Inn & Suites - Plano
        c/o Curtis Castillo PC
        901 Main St., Ste. 6515
        Dallas, TX 75202

Case No.: 13-42678

Chapter 11 Petition Date: November 4, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Mark A. Castillo, Esq.
                  CURTIS CASTILLO PC
                  901 Main St. Suite 6515
                  Dallas, TX 75202
                  Tel: 214-752-2222
                  Fax: 214-752-0709
                  Email: mcastillo@curtislaw.net

                     - and -

                  Joshua Shepherd, Esq.
                  CURTIS CASTILLO PC
                  901 Main Street, Suite 6515
                  Dallas, TX 75202
                  Tel: 214-752-2222
                  Fax: 214-752-0709
                  Email: jshepherd@curtislaw.net

Estimated Assets:  $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Nayeem Mohammed, manager, Dynasty Hotel
Management, LLC, general partner.

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


EDWIN WATTS: Files Chapter 11 Bankruptcy Protection in Delaware
---------------------------------------------------------------
Edwin Watts Golf Shops, LLC on Nov. 4 disclosed that it has
entered Chapter 11 Bankruptcy Court protection in Delaware with
the intention of selling the operating assets of the business.
The Company and its advisors have been in advanced negotiations
with multiple parties, prior to the bankruptcy filing, and expect
to file sale agreement documents with the Court shortly.

All parties involved hope to have a Court approved sale
transaction closed before the end of the year.  Pursuant to the
transaction, a significant number of Edwin Watts stores are
expected to continue operating.  Final store counts have not yet
been determined.

Edwin Watts President and CEO John Watson noted that the decline
in the golf industry over the past five years has resulted in
extremely sluggish consumer demand and that it experienced a
particularly challenging first half of 2013 due to poor spring
weather, the impact of Hurricane Sandy in the northeast and a poor
Florida golf season.  In total, year over year golf rounds were
down nearly 15% in early 2013 according to the National Golf
Foundation.  These challenges have led to a further erosion of the
Company's financial position during 2013.

A sale transaction was determined to be the best course of action
available to the Company. Edwin Watts is represented by the law
firm Klehr Harrison Harvey & Branzburg.  Its financial advisor is
FTI Consulting and investment banker is Farlie Turner & Co.

                      About Edwin Watts Golf

Headquartered in Fort Walton Beach, Florida, Edwin Watts Golf
Shops, LLC -- http://www.edwinwattsgolf.com-- is a specialty golf
retailer.  The Company operates as an integrated, multi-channel
retailer, offering an assortment of brand name golf equipment,
apparel, and accessories through over 90 domestic Retail
Locations, its internet site, direct mail, and through its online
catalog.


EFS COGEN: Moody's Rates New $925MM First Lien Secured Debt 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to EFS Cogen
Holdings I LLC's (EFS or the Borrower) proposed $925 million of
senior secured first lien credit facilities. The facilities
consist of a $825 million term loan due 2020 and a $100 million
senior secured revolving credit facility due 2018. The rating
outlook is stable.

EFS indirectly owns a 942 MW 6-unit natural gas-fired combined
cycle cogeneration plant located in Linden, New Jersey (the
project). The project consists of the 777 MW Linden Units 1-5 and
the 165 MW Linden 6 cogeneration facility.

EFS is currently 100% owned by a subsidiary of General Electric
Capital Corporation (GECC: A1 senior unsecured, stable outlook).
Concurrent with the closing of the proposed credit facilities,
GECC will sell 50% of its ownership in EFS to an affiliate of
Highstar Capital IV, L.P. (Highstar: not rated).

Proceeds from the proposed term loan combined with the cash from
Highstar will be used to repay all existing debt within the EFS
project structure, including approximately $120 million of senior
secured bonds currently outstanding at East Coast Power LLC rated
Baa2, and to fund a distribution to GECC in connection with the
sale. Moody's will withdraw the rating assigned to East Coast
Power LLC at transaction close.

Linden Units 1-5 has contracted 645 MW of its capacity to
Consolidated Edison Company of New York, Inc. (ConEd: A3,
positive) under a power purchase agreement that expires on April
30, 2017 and sells steam to Bayway Refinery, owned by Phillips 66
(P66: Baa1, stable), and Infineum USA (not rated), a refinery
joint venture between ExxonMobil and Shell, through April 2017.

The 165MW Linden 6 plant sells up to 172 MW of electricity to the
Bayway Refinery and up to 10MW to Infineum USA under separate
agreements that also expire in April 2017.

Ratings Rationale:

The Ba1 rating is supported by the stable and significant
contracted cash flows that Moody's expects the project to generate
through April 2017. These cash flows, combined with a mandatory
debt repayment requirement equal to a minimum 75% of excess cash
flow, assures significant debt repayment during this timeframe.
The rating takes into consideration the attractive location of the
project within the transmission constrained New York City market.
Specifically, Linden 1-5 sells generation and capacity into NY-ISO
Zone J, which provides premium energy and capacity pricing given
constraints in generating and delivering electricity to New York
City. Together, these factors result in strong cash flow metrics
and minimal refinancing risk under the tested modeling scenarios.
These positives, however, are balanced by the project's risk
profile, which considers the financial leverage being incurred as
well as the expected merchant nature of the revenues and cash
flows beginning in 2017.

The Project's primary contracted source of cash flow is derived
from a power purchase agreement between Linden 1-5 and ConEd that
terminates on April 30, 2017. During the period 2010-2012, Moody's
calculates that the project has generated approximately $210
million of annual cash flow available for debt service, of which
90% is estimated to come from the ConEd contract. Moody's
expectation is that the ConEd contract will contribute similar
annual amounts to EFS for the next three years. Moody's
understands that ConEd has indicated that it will not renew the
contract. As such, beyond this date Moody's considers the
project's cash flow to be largely exposed to more volatile
merchant energy and capacity prices.

The base case forecast results in fairly robust credit metrics
and, importantly, a $478M or 58% reduction in debt during the
tenor of the ConEd contract, leaving $347M to be amortized over a
merchant period. A Moody's sensitivity, which "haircuts" annual
cash flows vis--vis the base case by 10%, results in financial
metrics indicative of an investment grade rating but with less
debt reduction. Specifically, this scenario results in $427M or
52% reduction in debt leaving $398M to be amortized over the
merchant period, an amount that appears manageable given current
market conditions.

A material rating consideration is the amount of debt expected to
be outstanding after the expiration of the ConEd contract given
the increased potential for cash flow fluctuations during the
merchant period. As such, an inability to meet the debt reduction
targets cited above could have negative rating implications. After
April 2017, the most significant source of cash flow is expected
from the NY capacity market. The base case forecast assumes that
NY-ISO Zone J capacity pricing increases consistently from
historical levels, triggered by an expected increase in peak
electric demand combined with electric supply remaining near
current levels. As such, debt is repaid in full under this
scenario by year-end 2020 and resulting financial metrics are
strong for the rating level.

Recent developments suggest that NY-ISO Zone J capacity pricing
for the period 2014-2017 will increase from historical levels.
That said, capacity pricing have been somewhat volatile and new
supply, should it be build, as well as other considerations could
quickly pressure capacity prices beyond the 2017 timeframe. As
such, Moody's analysis and rating recommendation considered a
downside capacity price scenario. Specifically, this scenario
assumes Zone J capacity prices stay constant at $96kw-year or
approximately $71M annually, which is in-line with average spot
prices over the three year period 2010-2012 . By comparison, the
two most recent six-month capability period auctions have resulted
in a price of $115kw-year.

The financial output from this downside case adds further support
for the Ba1 rating. Specifically, because debt targets are not
achieved, more than 75% of excess cash is required to be used for
debt repayment, leaving less than $50 million of debt outstanding
at the end of 2020. Moreover, projected financial metrics in this
case are robust; debt service coverage ratio and fund from
operation to debt remain in excess of 4 times and 30% throughout.

Lenders will be provided typical project finance structural
features, including a six-month debt service reserve, a 75% excess
cash flow sweep requirement, quarterly debt target balances and
cash distribution tests. Moreover, the credit facilities will be
secured by a first lien on all tangible and intangible assets of
EFS and its subsidiaries.

The stable rating outlook reflects an expectation that the project
will perform as expected over the next 12-24 months and repay a
considerable amount of debt. That said, failure to meet debt
repayment expectations during the tenor of the ConEd contract
could pressure the rating.

The ratings are predicated upon final documentation in accordance
with Moody's current understanding of the transaction and final
debt sizing and model outputs consistent with initially projected
credit metrics and cash flows.


EMPIRE DIE: U.S. Trustee Amends Creditors Panel Members
-------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 9, amended
the list of the official committee of unsecured creditors in the
Chapter 11 case of Empire Die Casting Co., Inc.

The new Creditors Committee members are:

      1. Imperial Zinc Corp.
         c/o David Kozin
         1031 E. 103rd Street
         Chicago, IL 60628
         Tel: (773) 264-5900
         Fax: (773) 264-5910
         (Temporary Chairperson)

      2. Staffinders Inc.
         c/o Douglas A. Labuda
         4807 Rockside Road #100
         Independence, OH 44131
         Tel: (216) 901-0303
         Fax: (216) 901-0304

      3. Aluminum & Zinc Metal Sales, Inc.
         c/o Charles James Zaller
         5493 Raven Parkway
         Monroe, MI 48161-3765
         Tel: (734) 241-2404
         Fax: (734) 241-4560

      4. Trim Tool & Machine, Inc.
         c/o Brent Willis
         3431 Service Road
         Cleveland, OH 44111
         Tel: (216) 889-1916
         Fax: (216) 889-1917

      5. Modern Industries, Inc.
         c/o Mitchell S. Willis
         613 W. 11th Street
         Erie, PA 16501
         Tel: (814) 455-8061 x 420
         Fax: (814) 453-4382

      6. Frech USA
         c/o Robert Tracy
         6000 S. Ohio Street
         Michigan City, IN 46360
         Tel: (219) 874-2812
         Fax: (219) 877-3677

      7. Teamsters Local Union No. 416
         c/o Dominic Tocco III
         707 Brookpark Road, #416
         Cleveland, OH 44109
         Tel: (216) 485-1522
         Fax: (216) 485-1520

Trial Attorney can be reached at:

         Maria D. Giannirakis, Esq.
         Trial Attorney
         Office of the U.S. Trustee
         201 Superior Ave E, Suite 441
         Cleveland, Ohio 44114
         Tel: (216) 522-7800 ext. 222
         Fax: (216) 522-7193

                           About Empire Die

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

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

FirstMerit Bank, N.A. is represented by Scott N. Opincar, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio.

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

The petition was signed by Robert Hopkins, president.


ENCANA CORP: To Cut Dividend, Jobs in Reorganization
----------------------------------------------------
Chester Dawson and Judy McKinnon, writing for The Wall Street
Journal, reported that Encana Corp. unveiled a long-awaited
restructuring plan on Nov. 5 that includes slashing its dividend,
cutting hundreds of jobs and shifting its core strategy away from
the slumping natural-gas business.

According to the report, the company said it would focus on oil
and natural-gas liquids, an abrupt change for Calgary-based
Encana, one of North America's biggest natural-gas producers,
under a newly appointed senior management team. Like its peers,
Encana has been hit hard by a glut of cheap natural gas in Canada
and the U.S., but liquid natural-gas byproducts, such as butane,
ethane and propane, are in high demand from the oil-recovery and
petrochemical industries.

"Over the next four years, we anticipate that we will more balance
our liquids and natural-gas production streams," Chief Executive
Doug Suttles said on a conference call with analysts, the report
related.  "This is about concentrating our capital on the most
leveraging assets in our portfolio," he said.

Investors reacted positively to the plan. In 4 p.m. trading on
Nov. 5 on the New York Stock Exchange, Encana shares were up 2.8%
at $18.34, but they were down nearly 18% from a year earlier, the
report said.

As part of the plan, Encana cut its dividend to 7 Canadian cents
(6.7 U.S. cents) a share for the fourth quarter, a steep decline
from the 20 Canadian cents it paid in September, the report
further related.  It also will cut 20% of its 4,900 full-time
employee and full-time contractor workforce -- mostly by year's
end -- and close a hub office in Plano, Texas.


ENDURANCE INTERNATIONAL: S&P Affirms 'B' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
Burlington, Mass.-based Endurance International Group Inc. to
stable from negative and affirmed the 'B' corporate credit rating.

In addition, S&P affirmed its 'B' issue-level rating with a
recovery rating of '3' on the company's revolving credit facility
and its first-lien term loan.  The '3' recovery rating indicates
S&P's expectation for meaningful (50% to 70%) recovery for lenders
in the event of payment default.  S&P also affirmed its 'CCC+'
issue-level rating with a recovery rating of '6' on the company's
second-lien term loan.  The recovery rating of '6' indicates S&P's
expectation of negligible (0% to 10%) recovery for lenders in the
event of payment default.

"The outlook revision reflects the company's growing revenue and
EBITDA base and our expectation that its debt to GAAP EBITDA ratio
will improve and be sustained below 6x over the next year," said
Standard & Poor's credit analyst Katarzyna Nolan.

The rating on Endurance reflects the company's "weak" business
risk profile and "highly leveraged" financial risk profile.  S&P's
business risk assessment is based on Endurance's highly
competitive industry conditions with low barriers to entry,
partially offset by low industry penetration rates and the
company's highly recurring revenue base.  The financial risk
profile reflects the company's positive cash flow generation and
S&P's expectation of improvement in leverage metrics, but also its
aggressive growth strategy that may result in spikes in leverage.

The stable outlook reflects the company's growing revenue and
EBITDA base and S&P's expectation that the company will continue
to generate positive FOCF and its debt to GAAP EBITDA ratio will
improve to below 6x over the next year.

S&P could lower the rating if the company's FOCF to debt were to
decline to the low-single-digit area as a result of a significant
loss of its customer base, acquisition integration challenges, or
additional debt.

Although not likely in the near term, S&P could upgrade the
company if its private equity owner reduces its approximately 51%
stake in the company, and the company reduced and sustains its
debt to GAAP EBITDA ratio below 5x, through either debt
prepayments or good EBITDA growth.


ERF WIRELESS: Tonaquint Held 9.9% Equity Stake at Oct. 30
---------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Tonaquint, Inc., and its affiliates disclosed that as
of Oct. 31, 2013, they beneficially owned 1,267,191 shares of
common stock of ERF Wireless, Inc., representing 9.99 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/O2XqT7

                         About ERF Wireless

Based in League City, Texas, ERF Wireless, Inc., provides secure,
high-capacity wireless products and services to a broad spectrum
of customers in primarily underserved, rural and suburban parts of
the United States.

The Company incurred a consolidated net loss of $3.75 million for
the nine months ended Sept. 30, 2012, as compared with a
consolidated net loss of $2.32 million for the same period a year
ago.  The Company's balance sheet at June 30, 2013, showed $6.80
million in total assets, $10.69 million in total liabilities and a
$3.88 million total shareholders' deficit.


ESTANCIA PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Estancia Properties, LLC
        5911 East Main Street
        Mesa, AZ 85205

Case No.: 13-19099

Chapter 11 Petition Date: October 31, 2013

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

Judge: Hon. Randolph J. Haines

Debtor's Counsel: Ronald J. Ellett, Esq.
                  ELLETT LAW OFFICES, P.C.
                  2999 North 44th Street, Suite 330
                  Phoenix, AZ 85018
                  Tel: 602-235-9510
                  Fax: 602-235-9098
                  Email: rjellett@ellettlaw.phxcoxmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Milivoje Djordjevich, manager.

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


FILTRATION GROUP: S&P Assigns B CCR & Rates $640MM Facilities B+
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Filtration Group Corp.  The outlook is
stable.  At the same time, S&P assigned its 'B+' issue rating to
the company's proposed $640 million first-lien credit facilities,
which consists of a $75 million revolving credit facility and a
$565 million term loan.  The recovery rating is '2', which
indicates S&P's expectation of a substantial (70%-90%) recovery in
the event of a payment default.  S&P also assigned its 'B-' issue
rating to the company's proposed $235 million second-lien credit
facility.  The recovery rating is '5', indicating S&P's
expectation of a modest (10%-30%) recovery in the event of a
payment default.  The company expects to use the proceeds to fund
its acquisition of Porex Holdings Corp. and refinance its existing
debt.

"The rating on Filtration Group reflects our view of company's
business risk profile as 'fair' and its financial risk profile as
'highly leveraged,'" said Standard & Poor's credit analyst Carol
Hom.  S&P's assessment of the company's "fair" business risk
profile reflects its narrow focus on filtration products in the
highly fragmented filtration market and its moderate customer
concentration offset by its end markets and geographic diversity,
high barriers to entry, and good profitability.  The acquisition
of Porex is in line with Filtration Group's strategy to acquire
and grow its filtration business by capturing economies of scale
and end market coverage, though S&P believes it also comes with
integration risks.

Filtration Group manufactures and distributes filtration solutions
under its three main segments - liquid/process, environmental air,
and fluid - across various end markets, some of which include
industrial process air, food and beverage, oil and gas, and
hydraulic filters.  Private equity firm Madison Capital Partners
is the majority owner of Filtration Group, and S&P views the
company's management and governance as "fair."

Following the pending acquisition of Porex, S&P believes that
Filtration Group will benefit from enhanced scale and scope as it
will increase its breadth of product offerings.  The industry's
highly regulated nature and customers' high cost of failure as
well as the low cost of the company's products relative to the
systems they support contribute to customer loyalty.  S&P believes
that demand for filtration products, which tends to be largely for
replacement products will reduce cyclicality of earnings.  S&P
expects low single-digit revenue growth--in line with its
economist's view of an ongoing fragile economic recovery and
modest improvement in pro forma EBITDA margin.

The outlook is stable.  "Pro forma for the proposed transaction,
we expect Filtration Group's credit metrics to be weaker than our
expectations for the rating," said Ms. Hom.  "However, we believe
that its credit metrics will gradually improve over the next 12-18
months through a combination of modest debt reduction and EBITDA
improvement."

S&P could lower the rating if the company's credit measures do not
improve.  S&P could also lower the rating if the company draws on
its revolver and if it expects the headroom under its springing
net leverage covenant to fall to less than 15%, which S&P views as
"less-than-adequate" liquidity.  S&P could raise the rating one
notch if stronger-than-expected growth in the company's end
markets and a more conservative financial policy improve leverage
to 5x and if it expects the company to maintain leverage at less
than 5x.

Filtration Group does not release its financial results publicly.


FRESH & EASY: Gordon Brothers & Tiger Capital Okayed as Consultant
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Fresh & Easy Neighborhood Market Inc., et
al., to employ the joint venture comprised of Gordon Brothers
Group, LLC, and Tiger Capital Group, LLC, nunc pro tunc, as of the
Petition Date, as consultant to assist the Debtors with their
disposition of various real estate and other property not included
in the proposed sale transaction to YFE Holdings, Inc., a company
affiliated with The Yucaipa Companies, LLC.

As reported in the Troubled Company Reporter on Oct. 10, 2013,
the consultant will be paid a certain percentage from the gross
proceeds from the lease or sale of any of the Debtors' identified
property.  For each closed sale of an owned property, except for
the Stockton, California distribution center and the Stockton,
California kitchen facility, the consultant will earn an amount
equal to 3% of the gross purchase price.

The Debtors will pay to the consultant $500,000, which the
consultant shall hold as a security retainer for all amounts due,
whether in the nature of fees, reimbursement of expenses, or
otherwise.  The Debtors will reimburse the consultant for its
reasonable marketing and out-of pocket costs.

            About Fresh & Easy Neighborhood Market Inc.

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

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker. Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. Pillsbury Winthrop Shaw Pittman LLP serves as
special corporate counsel. The Debtors estimated assets of at
least $100 million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.


FRESH & EASY: Jones Day Approved as Lead Bankruptcy Counsel
-----------------------------------------------------------
Fresh & Easy Neighborhood Market Inc., et al., obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Jones Day as lead bankruptcy counsel, nunc pro tunc, as of
the Petition Date.

As reported in the Troubled Company Reporter on Oct. 10, 2013,
the principal professionals and paraprofessionals designated to
represent the Debtors and their current standard hourly rates are:

  Paul Leake, Esq.             $1,000
  Lisa Laukitis, Esq.            $825
  Randi Lesnick, Esq.            $800
  Timothy Hoffmann, Esq.         $650
  Jae Woo Park, Esq.             $575
  Justin Carroll, Esq.           $575
  George Howard, Esq.            $575
  Lauren Buonome, Esq.           $575
  Christa Smith, Paralegal       $225

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

            About Fresh & Easy Neighborhood Market Inc.

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

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker. Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. Pillsbury Winthrop Shaw Pittman LLP serves as
special corporate counsel. The Debtors estimated assets of at
least $100 million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.


FRESH & EASY: May Tap Pillsbury Winthrop as Corporate Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Fresh
& Easy Neighborhood Market Inc., et al., permission to employ
Pillsbury Winthrop Shaw Pittman LLP as special corporate counsel
to assist the Debtors with corporate, commercial and transactional
matters, nunc pro tunc, as of the Petition Date.

As reported in the Troubled Company Reporter on Oct. 11, 2013,
the firm will be paid its customary hourly rates of $590 to $1,155
for partners in the U.S.; $360 to $925 for other U.S. attorneys,
including counsel positions; and $65 to $855 for paraprofessionals
and other timekeepers in the U.S.  The firm will also be
reimbursed for any necessary out-of-pocket expenses.

            About Fresh & Easy Neighborhood Market Inc.

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

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker. Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. Pillsbury Winthrop Shaw Pittman LLP serves as
special corporate counsel. The Debtors estimated assets of at
least $100 million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.


FRESH & EASY: Can Hire Gordon Brothers/Tiger Capital as Consultant
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
Fresh & Easy Neighborhood Market, Inc., et al., authorization to
employ the joint venture comprised of Gordon Brothers Group, LLC,
and its joint venture partner Tiger Capital Group, LLC, as a real
estate consultant in the Debtors' Chapter 11 cases, nunc pro tunc
as of the Petition Date.

The Debtors are authorized to compensate the joint venture in
accordance with the terms and conditions described in the
Engagement Letter, pursuant to Section 328(a) of the Bankruptcy
Code.

As reported in the TCR on Oct. 10, 2013, the Debtors seek to
employ the joint venture to assist the Debtors with their
disposition of various real estate and other property not included
in the proposed sale transaction with YFE Holdings, Inc., a
company affiliated with The Yucaipa Companies, LLC.

A copy of the Engagement Letter is available at:

       http://bankrupt.com/misc/fresh&easy.doc87.pdf

            About Fresh & Easy Neighborhood Market Inc.

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

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.


FRESH & EASY: Committee Reserves Right to Object to Sale
--------------------------------------------------------
In a statement filed Oct. 22, 2013, the Official Committee of
Unsecured Creditors of Fresh & Easy Neighborhood Market, Inc., et
al., tells the U.S. Bankruptcy Court for the District of Delaware
that it does not oppose the proposed bidding procedures requested
for the going concern sale of the Debtors' assets in the Motion
For Sale of Property under Section 363(b) {Docket No. 34], as
filed with the Court on Sept. 30, 2013.

The Committee made the following statement:

"Since its appointment on Oct. 9, 2013, the Committee has been
conducting due diligence regarding, inter alia, the Debtors'
prepetition efforts to sell their assets.  Based upon
current information, the Committee believes that establishing a
prompt schedule for the sale of the Debtors' assets is in the best
interests of the Debtors' estates subject to the Committee's right
to request a modification of the sale time-line if circumstances
change.  The Committee has also requested certain modifications to
the sale procedures which it understands are acceptable to the
Debtors and The Yucaipa Companies, LLC, YFE Holdings, Inc. (the
"Stalking Horse Bidder") and which will be reflected in a revised
Order filed with the Court.

"The Committee is currently in negotiations with the Debtors and
its ultimate parent, Tesco PLC regarding a global resolution to
these cases that would result in prompt confirmation of a plan.
To the extent those discussions successfully result in a global
settlement, the Committee expects to fully support the sale to the
Stalking Horse Bidder, or any overbidder.

"However, if no settlement is reached, the Committee reserves its
right to object to the sale at the sale hearing as not being in
the best interests of the Debtors' estates."

            About Fresh & Easy Neighborhood Market Inc.

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

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.


FRIENDFINDER NETWORKS: Creditors Cleared to Vote on Ch. 11 Plan
---------------------------------------------------------------
Marie Beaudette, writing for Daily Bankruptcy Review, reported
that a bankruptcy judge has cleared Penthouse magazine publisher
FriendFinder Networks Inc. to send its Chapter 11 restructuring
plan, which would see it return to the hands of its founders, to
creditors for a vote.

                    About FriendFinder Networks

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

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

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

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

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


FRIENDFINDER NETWORKS: Claims Bar Date Set for Nov. 13
------------------------------------------------------
Proofs of claim in the bankruptcy case of FriendFinder Networks
(formerly Penthouse Media Group) must be submitted to BMC Group
(claims agent) not later than Nov. 13, 2013 at 5:00 p.m.

Government unit bar date deadline is set for March 14, 2014, at
5:00 p.m.

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

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

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

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

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


FTS INT'L: S&P Assigns B- CCR & Hikes Term Loan Rating to B-
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Texas-based FTS International Inc. (FTSI).  The
outlook is stable.

S&P also withdrew its 'B-' corporate credit rating on FTS
International Services LLC (FTS) and its 'B+' issue-level rating
on FTS' 7.125% senior unsecured notes due 2018, which have been
redeemed.

At the same time, S&P raised its issue-level rating on FTSI's
senior secured term loan due 2016 to 'B-' from 'CCC+' and removed
it from CreditWatch where S&P placed them with positive
implications on Sept. 9, 2013.

"The ratings on FTSI reflect our view of the company's
'vulnerable' business risk profile, 'highly leveraged' financial
risk profile, and 'adequate' liquidity," said Standard & Poor's
credit analyst Carin Dehne-Kiley.

The company is one of the top four fracturing service providers in
the U.S. Fracturing (or fracking) services are primarily pressure
pumping services provided to exploration and production (E&P)
companies in the oil and gas industry as part of well completion
and are subject to a high degree of demand and price volatility.
FTSI is particularly vulnerable to demand volatility given that it
completely relies on this single product line within the oilfield
services industry.

S&P's stable outlook on FTSI reflects its expectation that debt to
EBITDA will remain below 7x and that liquidity will remain
adequate.

S&P could downgrade the company if liquidity deteriorated
materially, which could occur if the company's EBITDA margins fell
to less than 8% for a sustained period, likely due to either a
drop in demand or further increases in fracking capacity.

S&P could raise the rating on FTSI if the company reduced leverage
to less than 5x for a sustained period.  This would most likely
occur if U.S. fracking market conditions improve more than S&P
currently expects, or if the company can meaningfully reduce debt,
either from an IPO, additional asset sales, or an equity infusion
by a strategic investor.


GATEWAY CASINOS: Moody's Rates 1st Lien Credit Facilities 'Ba3'
---------------------------------------------------------------
Moody's Investors Service affirmed Gateway Casinos & Entertainment
Limited's B2 corporate family rating ("CFR") and B2-PD probability
of default rating, and assigned Ba3 and Caa1 ratings respectively
to the company's proposed first lien credit facilities and second
lien notes. The Ba3 and Caa1 ratings respectively on Gateway's
existing first lien credit facilities and second lien notes were
affirmed and will be withdrawn when the refinance transaction
closes. The ratings outlook remains stable.

Net proceeds from Gateway's new $290 million first lien term loans
and $220 million second lien notes will be used to refinance $456
million of existing debt, distribute $30 million to its private
owners, and pay $11 million call premium on notes. Gateway's new
$50 million revolving credit facility will be unused when the
transaction closes.

"While Gateway's leverage will increase to fund a distribution to
private owners and to pay call premium on existing notes, the
affirmation of the B2 CFR considers that modest earnings growth
will enable leverage to decline to a level more reflective of the
rating within 12 to 18 months," said Peter Adu, Moody's lead
analyst for Gateway.

Ratings Assigned:

$50M secured revolving credit facility due 2018, Ba3 (LGD2, 27%)

$145M first lien term loan A due 2018, Ba3 (LGD2, 27%)

$145M first lien term loan B due 2019, Ba3 (LGD2, 27%)

$220M second lien notes due 2020, Caa1 (LGD5, 81%)

Ratings Affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$45 million first lien revolver due 2015, Ba3 (LGD3, 32%); to be
withdrawn at close

$109 million first lien term loan A due 2015, Ba3 (LGD3, 32%); to
be withdrawn at close

$154 million first lien term loan B due 2016, Ba3 (LGD3, 32%); to
be withdrawn at close

$170 million second lien notes due 2017, Caa1 (LGD5, 85%); to be
withdrawn at close

Outlook Action:

Remains Stable

Ratings Rationale:

Gateway's B2 CFR primarily reflects its high leverage (adjusted
Debt/EBITDA of 6.5x for fiscal 2013), small revenue size, and
substantial concentration risk with more than 75% of its EBITDA
generated from three casinos in the Greater Vancouver area. The
rating also reflects expectations for low revenue growth due to
soft economic conditions, volatile real estate values in the
Vancouver area, to which gambling is correlated, and increased
competition which could erode Gateway's margins. While Moody's
does not expect material free cash flow generation for the next 12
to 18 months as capital expenditures will increase to fund growth
initiatives, modest EBITDA growth should enable leverage to
decline below 6x in this timeframe. The rating considers the
favorable gaming regulatory environment in Canada, substantial
barriers to entry, and the company's eligibility for capital
spending reimbursement programs in British Columbia.

Moody's considers Gateway's liquidity as adequate, reflected by
cash balances of about $27 million at Q2/13, about $28 million of
availability under its new $50 million revolving credit facility
due in 2018 after letters of credit, and expectations for annual
free cash flow generation of $10 million after increased capital
spending to support growth initiatives. Moody's expects amendments
to financial covenants to provide cushion of at least 10% for the
next 4 to 6 quarters.

The outlook is stable and reflects Moody's expectation that
Gateway will reduce leverage to about 6x within 12 to 18 months,
which is supportive of the B2 CFR.

An upgrade will be considered if the company achieves meaningful
organic growth, diversifies its revenue stream, and sustains
adjusted Debt/EBITDA below 5x and EBITDA-Capex/Interest above 2x.
Gateway's rating could be downgraded if adjusted Debt/EBITDA is
sustained above 6.5x and EBITDA-Capex/Interest below 1x.
Additionally, the company's rating could be lowered if liquidity
deteriorates likely due to covenant violations.

Gateway Casinos & Entertainment Limited operates 12 gaming
properties in British Columbia and Alberta. Revenue for the last
twelve months ended June 30, 2013 was $255 million. The company is
majority owned by The Catalyst Capital Group Inc. and Tennenbaum
Capital Partners, and is headquartered in Burnaby, British
Columbia, Canada.


GETTY IMAGES: Moody's Cuts CFR to 'B3' & Rates 1st Lien Debt 'B2'
-----------------------------------------------------------------
Moody's Investors Service downgraded Getty Images, Inc's Corporate
Family Rating to B3 from B2 and Probability of Default Rating to
B3-PD from B2-PD reflecting weakened credit metrics and Moody's
revised expectations for the company's operational performance
over the next 12-18 months. Ratings on the 1st lien senior secured
credit facilities were also downgraded to B2 from B1 and the 7%
senior unsecured notes were downgraded to Caa2 from Caa1. The
rating outlook is stable. These actions conclude Moody's review
for a downgrade of ratings initiated on September 3, 2013.

Downgrades:

Issuer: Getty Images, Inc.

Corporate Family Rating: Downgraded to B3 from B2

Probability of Default Rating: Downgraded to B3-PD from B2-PD

Issuer: Getty Images, Inc. and Abe Investment Holdings, Inc.

$150 million 1st Lien Sr Secured Revolver due 2017: Downgraded to
B2, LGD3 - 38% from B1, LGD3 - 38%

$1.9 billion 1st Lien Sr Secured Term Loan due 2019: Downgraded to
B2, LGD3 - 38% from B1, LGD3 - 38%

$550 million of 7.0% Senior Unsecured Notes due 2020: Downgraded
to Caa2, LGD6 - 90% from Caa1, LGD6 - 90%

Outlook Actions:

Issuer: Getty Images, Inc.

Outlook is Stable

Ratings Rationale:

Getty Images' B3 corporate family rating reflects Moody's revised
estimates which indicate very high leverage with debt-to-EBITDA of
roughly 8x expected for December 31, 2013 (including Moody's
standard adjustments) and modestly negative free cash flow for
2013. The expected increase in leverage compared to 7.1x as of
June 30, 2013, reflects revenue declines in the midstock segment
since the second half of 2012 compounded by increased operating
expenses from stepped up investments in personnel, marketing, and
technology largely aimed at returning growth in midstock. The
operating performance of Getty Images is tracking well below its
plan presented in the October 2012 buyout which underestimated the
impact of a soft economy in Europe and heightened competition in
midstock. Looking forward, Moody's expects midstock revenues to
stabilize in the second half of 2014 based on improving volumes
given what Moody's believes is a need to be competitive in
pricing. Moody's expects ongoing spending on marketing
and technology will keep EBITDA margins 3% to 4% below levels
achieved leading up to the October 2012 buyout; however, free cash
flow-to-debt ratios will improve to roughly 3% allowing for some
debt reduction.  Free cash flow will benefit in 2014 from the
absence of acquisitions ($19 million in 2Q2013) and normalized tax
payments given an expected annual run rate of up to $35 million
which is $25 million favorable compared to estimated payments of
more than $60 million in 2013.

Getty Images is weakly positioned in the B3 rating due to its very
high leverage; however, the company has some time to stabilize
performance and reduce debt balances given no significant
maturities until 2017 when the revolver matures, the term loan due
2019 is covenant-lite, and the 1st lien leverage covenant under
the revolver is applicable only when usage exceeds 20%. Ratings
are supported by Getty Images' leading positions in premium stills
and editorial segments which account for the majority of revenues
generated primarily from exclusive imagery. The recently announced
partnership with BBC Worldwide will also support the company's
competitive position in the video segment. In contrast, Moody's
believes operating risks in the midstock segment are significant
given intense competition, including pricing pressure, from
imagery providers such as Shutterstock and Fotolia who are focused
on the stockphoto segment.

Ratings incorporate Moody's expectations for a continued economic
recovery in the U.S. (the Americas account for 48% of revenues for
the six months ended June 2013) and very modest growth in Europe
(the EMEA regions account for 36% of revenues for the six months
ended June 2013). Liquidity is expected to be adequate with cash
balances of a minimum $5 million over the next 12 months plus low
single digit percentage free cash flow-to-debt ratios.

The stable outlook incorporates Moody's expectation that revenues
will decline through the end of 2013 followed by stabilization in
the second half of 2014. Leverage ratios will increase through mid
2014 as higher EBITDA levels from the first half of 2013 roll off.
Thereafter, leverage will improve with EBITDA growth and as free
cash flow is applied to reduce term loan borrowings. Management
confirms that excess cash will be used primarily to reduce debt
balances with acquisitions being put on hold. Moody's believes
liquidity will be adequate with at least $5 million of cash
balances and conservatively assume only 20% of the $150 million
revolver commitment will be available to avoid triggering the 1st
lien leverage covenants under the revolver facility particularly
with the step down to 6.0x in June 2014. The outlook could be
changed to negative or ratings could be downgraded if overall
operating performance tracks below Moody's revised base case
forecast due to a weakening U.S. or European economy or due to the
inability to stabilize revenues in the midstock segment.

Ratings could also be downgraded if Moody's expects the company
will not be able to make progress in reducing leverage after June
2014 or if liquidity deteriorates from current levels and Moody's
expects free cash flow-to-debt will be sustained below 1%.
Although not likely in the near term, ratings could be considered
for an upgrade if revenues in the major business segments
stabilize and debt-to-EBITDA leverage ratios are sustained below
6.0x with free cash flow-to-debt in the mid single-digit
percentage range.

Headquartered in Seattle, WA, 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, notably 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. 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.


GENERAL CABLE: Moody's Cuts CFR to B1 & Unsec. Notes Rating to B2
-----------------------------------------------------------------
Moody's Investors Service downgraded General Cable Corp.'s
Corporate Family Rating to B1 from Ba3, its Probability of Default
Rating to B1-PD from Ba3-PD, its senior unsecured notes to B2
(LGD5, 75%) from B1(LGD5, 75%), and the senior subordinated
convertible notes to B3 (LGD6, 93%) from B2 (LGD6, 93%). These
rating actions result from General Cable's recent announcement
that it received bank lender approval to extend and amend the
waiver related to any default arising from the failure of General
Cable to comply with its reporting requirements. The filing of its
financial statements with the SEC is taking longer than Moody's
previously anticipated -- a scenario Moody's previously identified
that could result in ratings pressures.

Additionally, Moody's downgraded General Cable's speculative grade
liquidity rating to SGL-4 from SGL-2. The company's $1.0 billion
asset-based revolving credit facility (unrated), a significant
external source of liquidity, effectively matures on March 17,
2014, when the bank amendment expires. The company will be
required to repay any borrowings under the revolver, which could
exceed $350 million, and also meet any outstanding letter of
credit commitments at that time. In Moody's view, General Cable no
longer has an extended maturity profile, but instead, a wall of
maturing debt coming due within the next 4.5 months. Further, the
company's unsecured notes maturities could be accelerated, if
General Cable were unable to file its financial statements within
60 days after receiving default notices from the trustees of these
notes. Also, General Cable's revolver, unsecured notes and
convertible notes have cross-default provisions within their
respective documents. The ratings remain under review with the
potential for further downgrades.

Moody's review will focus on General Cable's progress in
addressing its near-term liquidity stresses, its timeliness in
filing financial statements with the SEC, and any other issues
that may have arisen as the result of the company's delay in
submitting its financial statements. Moody's will also analyze the
company's operating performance and resulting credit metrics
relative to the current ratings once the financial statements are
published. Further, Moody's will address the debt instrument
ratings and notching.

General Cable Corporation is a global manufacturer of copper,
aluminum and fiber optic and power cable products. Primary end
markets served include electrical utility, electrical
infrastructure, and construction. Revenues for the 12 months ended
June 28, 2013 totaled about $6.3 billion.


GLP CAPITAL: Moody's Assigns 'Ba1' Rating to Revolver Debt
----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the revolving
credit facility of GLP Capital LP, the operating partnership of
Gaming & Leisure Properties, Inc. ("GLPI"). The rating outlook is
stable.

Gaming & Leisure Properties, Inc. currently is a wholly-owned
subsidiary of Penn National Gaming, Inc. ("Penn") . Following a
series of restructuring transactions Penn will distribute all
outstanding shares of GLPI common stock to the holders of Penn
common and preferred stock. At the time of the distribution,
Gaming & Leisure Properties, Inc. will hold directly or indirectly
substantially all of the assets and liabilities associated with
Penn's real property interests and real estate development
business, as well as the assets and liabilities of the Hollywood
Casino Baton Rouge and the Hollywood Casino Perryville, owned by
Penn immediately prior to the restructuring. Effective January 1,
2014, GLPI expects to qualify as a REIT.

The credit facility includes an $850 million revolving line of
credit (expected to be reduced to $700 million upon spin-off of
GLPI from Penn) and a $300 million term loan. It has a 5-year
term.

The following ratings were assigned with a stable outlook:

  GLP Capital LP -- senior unsecured credit facility rating at Ba1

Ratings Rationale:

The rating reflects GLPI's corporate family rating of Ba1, fully
unencumbered portfolio and pari passu structure of the debt to the
entity's existing unsecured debt.

GLPI's corporate family rating of Ba1 is supported by the REIT's
portfolio of gaming assets master leased to Penn National Gaming,
Inc, regulatory limitations on new competition, and the
experienced management team. Positively, Moody's expects GLPI's
credit profile to be strong with 5.5x net debt/EBITDA and 3.5x
fixed charge coverage. Also, Gaming & Leisure properties is
anticipated to have ample liquidity with a $700 million revolver.

These credit strengths are offset by 100% tenant concentration
with Penn National Gaming (at least at the commencement of
operations), as well as exposure to the volatility associated with
gaming assets, although indirect. Additionally, in the past,
recoveries on casino assets, a new asset category for REITs, have
been limited.

The stable rating outlook reflects Moody's expectation that Gaming
& Leisure Properties will largely maintain its credit profile in
the intermediate term, as well as manage its liquidity prudently.

Positive rating movement would depend on GLPI expanding its
business profile beyond its single tenant while maintaining its
credit metrics and liquidity.

Negative rating pressure would occur from any operational
challenges in the execution of GLPI's business plan. Reduction in
the business' profitability, rise in leverage or any liquidity
challenges would also be viewed negatively, as would deterioration
in its tenant's (Penn National's) credit rating.

Moody's had rated Gaming & Leisure Properties, Inc. on October 4,
2013, when it assigned first-time corporate family and senior
unsecured ratings.

Gaming & Leisure Properties, Inc. is a wholly-owned subsidiary of
Penn National Gaming, Inc. The common stock of Gaming & Leisure
Properties is expected to be distributed to the shareholders of
Penn National, and GLPI is expected to become a real estate
investment trust focused on the ownership, management, development
and redevelopment of gaming assets in the US.

Penn National Gaming owns, operates or has ownership interests in
gaming and racing facilities with a focus on slot machine
entertainment. As of September 30, 2013, Penn operated twenty-
eight facilities in eighteen jurisdictions, including Florida,
Illinois, Indiana, Iowa, Kansas, Louisiana, Maine, Maryland,
Mississippi, Missouri, Nevada, New Jersey, New Mexico, Ohio,
Pennsylvania, Texas, West Virginia, and Ontario. In aggregate,
Penn National's operated facilities currently feature
approximately 33,000 gaming machines, 800 table games, 2,900 hotel
rooms and 9.0 million square feet of gaming floor space.


GMX RESOURCES: Court Approves Plan Support Agreement
----------------------------------------------------
The Hon. Sarah A. Hall of the Bankruptcy Court for the Western
District of Oklahoma approved a plan support agreement, as
amended, entered among GMX Resources Inc., et al., the Creditors'
Committee and the Consenting Senior Secured Noteholders.

In this relation, the automatic stay set forth in Section 362 of
the Bankruptcy Code is modified, to the extent necessary, to
permit the delivery of the notice of termination of the PSA and
the termination of the PSA, if applicable, pursuant to its terms.

As reported in the Troubled Company Reporter on Oct. 28, 2013,
the Debtor filed a Plan of Reorganization and related Disclosure
Statement dated Oct. 23, 2013.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, said
the plan based on a settlement between senior lenders and
unsecured creditors.

BankruptcyData reported that the Disclosure Statement provides
that, "The Restructuring will reduce the amount of the Debtors'
outstanding indebtedness by approximately $505,000,000 under the
Indentures as follows: (i) satisfaction of $338,000,000 of the
Senior Secured Notes through conversion of the Senior Secured
Noteholders Secured Claim into all of the issued and outstanding
shares of Reorganized GMXR Common Stock and [63.7586]% of the New
GMXR Interests; (ii) waiver of an approximately $64,000,000
deficiency claim by the Holders of Senior Secured Notes if Class 4
votes to accept the Plan, or discharge of such deficiency claim
with such claim being treated as a General Unsecured Claim if
Class 4 votes to reject the Plan; (iii) discharge of the Second-
Priority Notes in the approximate amount of $51,500,000, with such
claims being treated as General Unsecured Claims under Class 4;
(iv) discharge of the Convertible Notes in the approximate amount
of $48,296,000, with such claims being treated as General
Unsecured Claims under Class 4; and (v) discharge of the Old
Senior Notes in the approximate amount of $1,970,000, with such
claims being treated as General Unsecured Claims under Class 4."

According to Bloomberg, the bankruptcy court in Oklahoma City
scheduled a hearing on Dec. 3 for approval of disclosure materials
explaining how senior secured noteholders in substance will assume
ownership in exchange for $338 million of the $402.4 million
they're owed.  The disclosure statement pegs their recovery at 83
percent, the report related.  The senior noteholders will waive
their $64 million deficiency claim if unsecured creditors vote in
favor of the plan.

Second-lien notes totaling $51.5 million and $42.3 million in
convertible notes will be treated as unsecured debt.  Similarly,
$2 million in old senior notes will be in the class of unsecured
creditors.

Unsecured creditors will share $1.5 million in cash, for a
recovery estimated at 1 percent or an unknown larger amount.

Bloomberg noted that before the plan arrived, the unsecured
creditors' committee objected to selling the assets to lenders in
exchange for debt.  The lenders had won an auction to buy the
assets in exchange for $338 million in secured debt. The committee
said the sale would have left nothing for unsecured creditors.
The settlement scrapped the sale in favor of giving ownership to
senior noteholders through the plan.

In total, the plan reduces debt by $505 million, according to the
disclosure statement.

Bloomberg said the bankruptcy judge put unsecured creditors' backs
to the wall when she ruled in August that the lenders were owed
$402.4 million because a so-called make-whole premium was owing
even though it became due as a consequence of the Chapter 11
filing.

The bankruptcy is financed with a $50 million loan provided by
senior noteholders including Chatham Asset Management LLC, GSO
Capital Partners, Omega Advisors Inc. and Whitebox Advisors
LLC.

The $294.3 million in 11 percent first-lien notes due in 2017 last
traded on Aug. 29 for 86.15 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority. The second-lien notes last traded for less
than 1 cent, Trace reported. The $48.3 million in senior unsecured
notes due in 2015 traded on Oct. 22 for 1.1 cents on the dollar,
according to Trace.

For the nine months ended Sept. 30, GMX reported sales of $48.3
million and a net loss of $206.7 million, including $166.2 million
in asset-impairment charges.

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

                      About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.

GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla.
Case No. 13-11456) on April 1, 2013, so secured lenders can buy
the business in exchange for $324.3 million in first-lien notes.
GMX listed assets for $281.1 million and liabilities totaling
$458.5 million.

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

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

David A. Zdunkewicz, Esq., at Andrews Kurth LLP, represents the
Debtors as counsel.

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


GOOD SAMARITAN: Moody's Affirms 'B1' Bond Rating; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has affirmed Good Samaritan Hospital's
(GSH) B1 bond rating assigned to the Series 1991 fixed rated bonds
issued through the California Health Facilities Financing
Authority. The outlook is stable. The rating affirmation reflects
the maintenance of good liquidity levels and a low comprehensive
debt load. The stable outlook is based on the expectation that the
extension of the state provider fee program will continue to
offset operating losses and support capital expenditures and debt
service payments and enable GSH to preserve liquidity and sustain
good balance sheet measures over the near term.

Summary Rating Rationale:

The B1 rating reflects the maintenance of good unrestricted
liquidity and low comprehensive debt load. GSH has low risks
related to debt structure and investment allocation. The
hospital's challenges include a challenging payer mix, a highly
competitive market, and a history of very poor operating margins.
The stable outlook is based on Moody's expectation that the
continuation of the provider fee program will continue to support
operations, capital expenditures and debt service payments and
enable GSH to preserve good liquidity levels. However, even
inclusive of provider fee payments, operating margins have been
relatively low.

Strengths:

GSH is a high-end tertiary hospital located in downtown Los
Angeles (operating revenue base of $236 million and Medicare case
mix index of 1.87 in FY 2013)

GSH is a significant beneficiary under the California state
provider fee program as a large Medi-Cal provider (accounts for
22.2% of gross revenues). The program has bolstered its cash
position since FY 2008. GSH received a combined $23 million of net
proceeds under the first phase (21-month program) and second phase
(6-month program). Under the third phase (30-month program) GSH
has received $39 million of the $43 million to be received through
FYE 2014. Under the proposed three year extension of the program
that is waiting Center's for Medicare and Medicaid Services (CMS)
approval, GSH estimates it will receive a net $77.5 million over
three years.

As of August 31, 2013, unrestricted cash and investments was $98.4
million, equating to a good 147 days cash on hand, 174% cash-to-
direct debt and 150% cash-to-comprehensive debt.

GSH maintains a conservative asset/liability structure with 100%
traditional fixed rate bonds, and no interest rate swaps nor
operating leases outstanding. It maintains a highly liquid and
conservative asset allocation of unrestricted liquidity (72%
invested in cash and fixed income securities).

The defined benefit pension plan has been frozen to new employees
since 1998. The funded ratio based on projected benefit obligation
was 85% at FYE 2013.

The hospital meets structural seismic requirements through 2030.

Challenges:

Operating losses remained high in FY 2013 with a -7.9% operating
margin and -2.1% operating cash flow margin (excludes net payments
under state provider fee program of $18.9 million). The continued
weaker operating performance is attributed to continued large
declines in inpatient admissions, increased write off of payments
under the Medicare recovery auditor contractor (RAC) program and
reduced payments under Medicare sequestration.

The hospital has a history of inconsistent and very weak operating
performance reflective of a challenging payer mix. Combined
government (Medicare 39.7% and Medi-Cal 22.2% of gross revenues)
and self pay (7.3% of gross revenues) has remained at nearly 70%
of gross revenues over the past few years.

GSH is reliant on supplemental government disproportionate share
funding for providing uncompensated care to offset operating
losses. GSH received a total of $21.1 million of Medicare DSH
payments in FY 2013 similar to $21.8 million in FY 2012. The
hospital is budgeting for a $6.7 million reduction in Medicare DSH
payments in FY 2014. The hospital does not qualify for Medi-Cal
DSH funding.

GSH operates in a very competitive and fragmented southern CA
market with a number of hospitals and independent physician
groups. GSH's primary service area consists of 14 general acute
care hospitals in a 4.5 mile radius and within a broader service
area, there are over 20 hospitals including several large, well-
regarded tertiary and quaternary health systems.

The labor environment is challenging with 71% of employees
represented under union contracts including California Nurses
Association (CNA) (contract expires in November 2015) and Service
Employees International Union (SEIU) (contract expires in December
2016).

The average age of plant is a high at 27 years reflecting deferred
maintenance and capital improvement needs. The hospital is
currently in compliance with structural requirements but
nonstructural requirements still need to be met under state
seismic standards by 2030 deadline.

Outlook:

The stable outlook despite continued large operating losses from
sizable volume declines is based on a the maintenance of good
liquidity and a low comprehensive debt load. In addition, the
continuation of the California state provider fee program for an
additional 36 months further supports the stable outlook.

What Could Make The Rating Go Up:

An upgrade will be considered if volume and revenues stabilize and
materially grow and contribute to improved operating performance
and margins (with and without the provider fee payments) for
multiple years.

What Could Make The Rating Go Down:

A downgrade will occur if operating losses grow materially and
performance is well below budget expectations or there is a larger
than anticipated decline in unrestricted liquidity. A downgrade
would also be considered if GSH has new large capital plans beyond
the current construction project that will require a large
increase in debt and a decline in liquidity. Unexpected new
competitive pressures for tertiary services can also be a factor
in a rating downgrade if performance is adversely impacted and
market share erodes quickly.


GRAND CENTREVILLE: Secured Creditor Seeks to Dismiss Case
---------------------------------------------------------
Wells Fargo Bank, N.A. -- as trustee for the registered holders of
JP Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-CIBC13, the
secured creditor of Grand Centreville, LLC -- filed a motion to
dismiss the chapter 11 case of the Debtor.

According to Wells Fargo, the Debtor's bankruptcy proceeding
should be dismissed for cause, pursuant to 11 U.S.C. Sec.  1112(b)
for several reasons:

     -- the Receiver did not have authority to initiate the
        Bankruptcy Proceeding;

     -- Even if the Receiver did have such authority, the
        bankruptcy is both objectively futile and subjectively
        filed in bad faith for the reasons:

        (1) the Debtor is a financially healthy entity that has
            no need to reorganize;

        (2) the Debtor's only asset is the Shopping Center and
            its associated property, which is the Secured
            Creditor's Collateral;

        (3) the Debtor has few unsecured creditors, whose
            claims are small in comparison to those of the
            Secured Creditor, the only secured creditor in
            the case;

        (4) the Shopping Center and its associated property
            are subject to a foreclosure action as a result
            of the Debtor's default on the Loan;

        (5) the Debtor's financial condition is, in essence,
            a two-party dispute between the Debtor and the
            Secured Creditor which can be resolved in state
            court proceedings;

        (6) the timing of the Debtor's Bankruptcy Proceeding
            indicates the Debtor's intent to delay or frustrate
            the Secured Creditor's enforcement of its rights
            under the Loan Documents; and

        (7) the Debtor intended to use the automatic stay
            provided by the Bankruptcy Code to prevent the
            Secured Creditor from enforcing its rights under
            the Loan Documents and as a litigation tactic
            against Secured Creditor.

Each of the factors warranting dismissal of the Debtor's
Bankruptcy Proceeding, Wells Fargo contends, are well-established
by the Fourth Circuit Court of Appeals and courts applying the
Fourth Circuit's standard for dismissal.  The improperly filed
Bankruptcy Proceeding is dissipating the Debtor's assets, harming
the interests of the Debtor and its creditors.

Wells Fargo said the Receiver's lack of authority to file for
bankruptcy relief is, in and of itself, an independent basis for
dismissal of the Bankruptcy Proceeding.  Even if the Court were to
find the Receiver was authorized to file bankruptcy on behalf of
Grand Centreville, LLC, under the circumstances of this case, the
Secured Creditor said the filing is further evidence of bad faith.

Indeed, when looking at the totality of the circumstances, Secured
Creditor submits Debtor's Bankruptcy Proceeding was filed in bad
faith.  The facts show that Debtor has no need to reorganize given
its solvency, financial health, and minimal debt.  Rather than
being filed in order to reorganize Debtor's financial affairs, the
Bankruptcy Proceeding was initiated in an effort to re-
characterize a two-party dispute, and use the Bankruptcy Code and
the automatic stay to limit Secured Creditor's enforcement rights
and remedies under the Loan Documents.  As a result, the
Bankruptcy Proceeding is objectively futile because it simply
cannot be said that the proceeding has some relation to the
statutory objective of resuscitating a financially troubled
debtor.

Furthermore, the Bankruptcy Proceeding was filed with subjective
bad faith because the Debtor did not intend to use Chapter 11 with
the honest intent of effectuating a reorganization; rather, it
intended to use Chapter 11 for an improper purpose such as seeking
to cause hardship or to delay Wells Fargo through the use of the
automatic stay. Accordingly, the bankruptcy should be dismissed.

As long as the Bankruptcy Proceeding continues, the improperly
filed Bankruptcy Proceeding is harming the interests of the Debtor
and its creditors because the Debtor is incurring substantial
unnecessary fees on account of the Bankruptcy Proceeding,
dissipating the assets.

Counsel to Wells Fargo Bank can be reached at:

         William C. Crenshaw, Esq.
         Mona M. Murphy, Esq.
         AKERMAN SENTERFITT LLP
         750 9th St., NW, Suite 750
         Washington, DC 20001
         Tel: (202) 393-6222
         Fax: (202) 393-5959
         E-mail: bill.crenshaw@akerman.com
                 mona.murphy@akerman.com

                       About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represents the Debtor as counsel.
In its schedules, the Debtor disclosed $40,550,045.74 in assets
and $26,247,602.00 in liabilities as of the petition date.


GROEB FARMS: Hires Conway MacKenzie as Financial Advisor
--------------------------------------------------------
Groeb Farms, Inc., seeks authorization from the Hon. Walter
Shapero of the U.S. Bankruptcy Court for the Eastern District of
Michigan to employ Conway MacKenzie, Inc. as financial advisor,
nunc pro tunc to Oct. 1, 2013.

The professional services Conway MacKenzie will render to the
Debtor will include, but not be limited to, the following:

   (a) cash flow analysis, budgeting, and reporting;

   (b) bankruptcy administrative reporting;

   (c) vendor and customer relations and related analysis;

   (d) lease rejection review and analysis;

   (e) inventory analysis and related operational advice;

   (f) creditor analysis and reporting;

   (g) assistance with Debtor's Plan of Reorganization; and

   (h) other services as the Debtor deems appropriate.

Conway MacKenzie will be paid at these hourly rates:

       Paraprofessional              $135
       Senior Associates             $375
       Directors                     $425
       Managing Directors            $495
       Senior Managing Directors     $695

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

During its retention and in accordance with the terms of its
Engagement Letter, Conway MacKenzie received a $35,000 retainer on
July 30, 2013, and an additional $50,000 retainer on Sept. 24,
2013, collectively the "Pre-Petition Retainer".

Prior to the Debtor's Chapter 11 filing, Conway MacKenzie billed
to and collected weekly from the Debtor fees for professional
services and expense reimbursement for a total of $403,083.

A total of $12,474 remains of the Pre-Petition Retainer, which
will be applied to any post-petition amounts authorized by the
Court.  As of the Petition Date, Conway MacKenzie was not owed any
money by the Debtor and therefore, is not a creditor of the
Debtor.

Donald S. MacKenzie, senior managing director of Conway MacKenzie,
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.

Conway MacKenzie can be reached at:

       Donald S. MacKenzie
       CONWAY MACKENZIE, INC.
       401 S. Old Woodward Avenue, Suite 340,
       Birmingham, MI 48009
       Tel: (212) 586-2200
       E-mail: DMacKenzie@ConwayMacKenzie.com

                       About Groeb Farms

Headquartered in Onsted, Mich., Groeb Farms is one of the largest
honey packers in the nation.  For more than 30 years, the company
has provided the finest, top quality, wholesome and safe honey and
related food products to industrial and retail customers as well
as the American consumer.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.).
Judge Walter Shapero is overseeing the case.  The Debtor is
represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at
Foley & Lardner LLP, in Detroit, Michigan.


GROEB FARMS: Taps Houlihan as Fin'l Advisor & Investment Banker
---------------------------------------------------------------
Groeb Farms, Inc. asks permission from the Hon. Walter Shapero of
the U.S. Bankruptcy Court for the Eastern District of Michigan to
employ Houlihan Lokey Capital, Inc. as financial advisor and
investment banker.

The Debtor requires Houlihan Lokey to:

   (a) conduct immediate and comprehensive due diligence on
       operations -- both historical and projected, assets,
       liabilities and corporate structure;

   (b) assess the Debtor's current strategy, business plans and
       financial projections, focusing on both near and long-term
       issues and assist in the development of alternate
       scenarios;

   (c) review all pertinent legal documents/information to
       evaluate the rights, objectives and motivations of all
       constituents;

   (d) review liquidity needs to determine financing or additional
       resources necessary to support both the Debtor's immediate
       requirements and longer-term strategic initiatives;

   (e) evaluate operations and assets to determine optimal
       positioning and potential interest from various types of
       lenders, buyers and investors;

   (f) assist with constituent discussions to provide updates
       about the current situation, as well as negotiate any
       necessary forbearance agreements, waivers and amendments to
       the existing debt facilities;

   (g) assist the Debtor in the development and distribution of
       selected information, documents and other materials,
       including, if appropriate, advising the Debtor in the
       preparation of an information memorandum;

   (h) assist the Debtor in evaluating indications of interest and
       proposals regarding any transactions from current and
       potential lenders, equity investors, acquirers and
       strategic partners;

   (i) assist the Debtor with the negotiation of any transactions,
       including participating in negotiations with creditors and
       other parties involved in any transactions;

   (j) provide expert advice and testimony regarding financial
       matters related to any transactions, if necessary;

   (k) attend meetings of the Debtor's Board of Directors,
       creditor groups, official constituencies and other
       interested parties, as the Debtor and Houlihan Lokey
       mutually agree; and

   (l) provide such other financial advisory and investment
       banking services as may be required by additional issues
       and developments not anticipated on the effective date.

Subject to the Court's approval, and in accordance with Section
328(a) of the Bankruptcy Code, Houlihan Lokey will be paid under
the terms of the Engagement Letter as follows:

   (a) Monthly Fee: A cash fee equal to $50,000 per month.

   (b) Financing Transaction Fee: Upon the closing of a Financing
       Transaction, a cash fee equal to the greater of $600,000
       and the sum of (I) 2% of the gross proceeds of any
       indebtedness raised or committed that is senior to other
       indebtedness of the Debtor, secured by a first priority
       lien and unsubordinated, with respect to both lien priority
       and payment, to any other obligations of the Debtor (other
       than with respect to debtor-in-possession financing); (II)
       4% of the gross proceeds of any indebtedness raised or
       committed that is secured by a lien, other than a first
       lien, is unsecured and is subordinated; and (III) 7% of the
       gross proceeds of all equity or equity-linked securities
       including, without limitation, convertible securities and
       preferred stock placed or committed.  Houlihan Lokey will
       credit 50% of any Financing Transaction Fee payable one
       time against a subsequent or simultaneous Restructuring
       Transaction Fee or Sale Transaction Fee.

   (c) Restructuring Transaction Fee: Upon the earlier to occur
       of: (I) in the case of an out-of-court Restructuring
       Transaction, the closing of such Restructuring Transaction;
       and (II) in the case of an in-court Restructuring
       Transaction, the effective date of a confirmed plan under
       the Bankruptcy Code, a cash fee of $750,000.

   (d) Sale Transaction Fee: Upon the closing of each Sale
       Transaction, a cash fee based upon Aggregate Gross
       Consideration, calculated as follows: For AGC up to $30
       million: $750,000, plus For AGC in excess of $30 million:
       4.5% of such incremental AGC.

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

Prior to the Petition Date, pursuant to the terms of the
Engagement Letter, Houlihan Lokey received (i) $150,000 in Monthly
Fees, and (ii) reimbursement of $8,100.38 for reasonable out-of-
pocket expenses.  In addition, prior to the Petition Date,
Houlihan Lokey received $5,000 as an expense retainer, to cover
any miscellaneous expenses that were incurred prior to the
Petition Date; the balance of this amount, if any, will be applied
toward post-petition fees and expenses that may become owed to
Houlihan Lokey by the Debtor.

Andrew Turnbull, managing director of Houlihan Lokey, 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.

Houlihan Lokey can be reached at:

       Andrew Turnbull
       HOULIHAN LOKEY CAPITAL, INC.
       123 North Wacker Drive, 4th Floor
       Chicago, IL 60606
       Tel: (312) 456-4719

                       About Groeb Farms

Headquartered in Onsted, Mich., Groeb Farms is one of the largest
honey packers in the nation.  For more than 30 years, the company
has provided the finest, top quality, wholesome and safe honey and
related food products to industrial and retail customers as well
as the American consumer.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.).
Judge Walter Shapero is overseeing the case.  The Debtor is
represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at
Foley & Lardner LLP, in Detroit, Michigan.


GUAM WATERWORKS: Fitch Rates $173.9MM Bonds BB; Outlook Positive
----------------------------------------------------------------
Fitch Ratings has assigned the following rating to Guam Waterworks
Authority (GWA, or the authority):

-- $173.9 million water and wastewater revenue bonds, series 2013
    'BB'.

The bonds are expected to sell on or around the week of Nov. 18,
2013. Proceeds will be used to fund capital improvements to the
Authority's system, capitalized interest, and a debt service
reserve fund.

In addition, Fitch affirms the following:

-- $207.3 million outstanding water and wastewater revenue bonds
at 'BB'.

The Rating Outlook is revised to Positive from Stable.

Security:

The bonds are secured by a senior lien on the Authority's gross
revenues excluding development charges.

Key Rating Drivers:

OUTLOOK REFLECTS REGULATORY COMPLIANCE PROGRESS: The Positive
Outlook reflects the Authority's substantial progress to date in
addressing remedial actions and improving operating performance.
After a lengthy period of non-compliance and regulatory actions,
the Authority is in compliance with all regulatory requirements
and has proactively addressed recent additional United States
Environmental Protection Agency (USEPA) findings.

Financial Forecast Positive: The Positive Outlook further reflects
the Authority's recent more consistent financial performance and
positive financial forecast aided by the approval of a five-year
rate package through fiscal 2018.

Political Willingness To Raise Rates: The five-year rate package
to support the Authority's substantial capital needs, effective
Nov. 1, 2013, demonstrates continued political willingness to
raise rates.  Significant additional rate hikes will likely be
necessary, which will further pressure customers and could
ultimately test rate flexibility.

ELEVATED DEBT AND CAPITAL PRESSURES: Debt levels are high and
significant capital needs remain to meet ongoing regulatory
requirements, which could challenge future financial results.

Military Build-Up Delay Continues: Additional capital projects
will ultimately be needed to meet expected military build-up
demands, the scope of which has been reduced and timing delayed.
However, the Authority expects capital costs incurred as a result
of the eventual build up will be funded by the U.S. Department of
Defense (DOD).

Limited Economic Profile: The service territory is isolated and
limited and has had a historical disposition to natural disasters.
However, tourism has continued to diversify and recover from the
economic downturn, reaching near peak levels in 2013.

Rating Sensitivities:

Consistent Compliance And Financial Performance: Positive rating
action is contingent upon the Authority's continued compliance
with regulatory requirements as well as its ability to meet its
financial forecast.

Credit Profile:

Positive Outlook Reflects Compliance Actions And Financial
Forecast:

The system has recently taken a number of actions to bring it to
regulatory compliance and ensure stable operations and finances. A
history of weak financial performance and violations of the
federal Clean Water Act (CWA) and Safe Drinking Water Act (SDWA)
necessitated involvement at the federal regulatory level.
Structural changes, which began in 2002 when the authority's
governance was changed from an appointed to an elected governing
board, resulted in the system's full compliance to date with the
2011 USEPA Court Order and the recent compliance of its largest
wastewater treatment plant for the first time since enactment of
the Clean Water Act in 1972. Nevertheless, significant capital
needs persist which will challenge utility operations over the
long-term.

More Consistent Financial Performance:

To boost coverage to meet the Public Utility Commission (PUC)'s
1.75x DSC target for GWA, the Consolidated Commission on Utilities
(CCU, GWA's governing body)and PUC approved a 13% base rate hike
for fiscal 2012.  While sales were weaker than expected, GWA
implemented cost control measures to reduce operating expenses. On
a Fitch-calculated basis, senior lien debt service coverage (DSC)
was 1.4x in fiscal 2012 primarily due to a $2.2 million
expenditure related to a federal in-kind grant. Otherwise, DSC
would have been 1.7x. GWA's calculation, which adjusts certain
revenues and expenditures on the income statement, showed DSC of
2.0x. The Authority's 1.75x target can include other available
funds, including working capital reserve account funds, making it
generally higher than the DSC calculated by Fitch.

On a Fitch-calculated basis, senior DSC was 1.5x in fiscal 2011
and 1.6x in fiscal 2010; GWA's calculation showed DSC of 1.3x and
1.5x.  The slight erosion of coverage was precipitated by
declining billable consumption (down 5%) and rising expenses,
including the initial purchase of system general property
insurance, which offset an 8% rate hike for the year. However,
these results are markedly improved from DSC of below 1.0x in
fiscal 2009 and just 1.0x in 2008.

Liquidity has also improved the last three audited years, with
days cash on hand averaging 179 the three years ending fiscal 2012
compared to 57 and 54 in fiscals 2008 and 2009, respectively.

Achieving Financial Forecast Essential To Positive Rating Action:

The Authority's five-year forecast continues the trend of
stabilizing financial performance and is aided by the recently
approved five-year rate package. It expects to end fiscal 2013
with senior DSC of 2.49x versus a budgeted 1.9x. DSC was aided by
a 6.1% rate increase and a decline in water purchase costs of 13%
due to reduced Navy water purchases. The rate increase was lower
than the 8% budgeted due to higher than expected revenues from new
meter installations.  However, operating expenditures increased an
estimated 5.5% ($2.8 million) from fiscal 2012. The increase was
driven by several components, the largest of which was an
escalation in administrative and general costs ($2.3 million or
43% increase). These costs are rising largely as a result of
higher chemical and biosolids disposal charges related to the 2011
Court Order.

The Authority projects senior DSC of 1.77x to 2.3x through fiscal
2018 despite rising debt service payments with the inclusion of
the approved five-year rate plan. Positive rating action is
contingent upon achievement of results within the range of the
forecast and continued adequate liquidity levels.

Strong History Of Commitment To Raising Rates Continues:

Overall, the CCU and PUC have shown a demonstrated commitment to
raising rates to enhance system financial performance, approving
cumulative increases of over 60% since fiscal 2007, excluding the
adjustments for fiscal 2013. Residential charges currently exceed
Fitch's affordability threshold with combined water and wastewater
rates of $73.10 per month at 7,500 gallons of usage, equal to 2.1%
of median household income. However, actual consumption in Guam is
higher, reaching an average bill of $89.82 based on 10,000
gallons, equal to 2.6% of median household income.

GWA's five year rate proposal was approved by the PUC on October
29, 2013 to cover fiscal 2014 through 2018. The base annual rate
increases range from 4% to 16.5% with additional surcharges. As
such, rates will increase to about 3.0% of median household income
(MHI) by fiscal 2018, assuming an increase in income of 2% per
year from 2010 levels, at usage of 7,500 gallons per month, which
is well above Fitch's affordability threshold. Rates are expected
to reach 4.0% of MHI at the usage levels assumed by the Authority.
Despite GWA's ratemaking bodies' continued commitment to necessary
rate hikes, the level of service charges could limit future rate
flexibility to address expected capital needs.

Significant Improvement In Regulatory Compliance; Continued
Capital Needs Will Challenge Future Results:

In 2003 the authority negotiated a stipulated order (SO) with the
USEPA as a result of violations to the CWA and SDWA. To date, GWA
has completed the vast majority of the deliverables associated
with the SO and remaining items are addressed in the fiscal 2014 -
2018 CIP.  However, to cure system-wide deficiencies and ensure
ongoing regulatory compliance, a court order was filed in Nov.
2011, which amended the SO and added several major projects to be
constructed.  Projects included in the 2011 Court Order are
expected to cost $269 million over the next five years. In the
first year of the 2011 Court Order, the GWA met 53 of 54 deadlines
with the one late project completed within 3 months of the
deadline.  As of January 2013, the Authority's largest wastewater
treatment plant (WWTP), the Northern District WWTP (NDWWTP),
achieved compliance for the first time since enactment of the
Clean Water Act in 1972. In addition, its second largest plant,
the Hagatna WWTP (HWWTP), is currently under construction to add
advanced primary treatment and is scheduled for completion by
January 2014.

The USEPA issued a notice of Findings of Significant Deficiencies
for the water system in 2012 and for the wastewater system in
2013.  Notably, the authority has addressed 18 of the 40 items
identified for water, 13 are in progress, and nine are being
addressed under the 2011 Court Order. The authority has addressed
33 of the 72 items identified for wastewater and 27 are being
addressed under the 2011 Court Order.  GWA expects to develop a
corrective action plan, if necessary, for the remaining 12 items.

GWA faces significant capital needs to meet these regulatory
requirements. The fiscal 2013 - 2018 CIP totaling $457 million
addresses compliance with both the 2011 Court Order and USEPA
significant findings. The Authority's five-year package for
fiscals 2014-2018, approved by the PUC October 29, includes a
significant increase over this period to support the $495 million
in expected additional borrowing, including this issuance.

Secondary Treatment Not Addressed In Cip:

The Authority's two largest wastewater treatment plants, the
NDWWTP and the HWWTP, have historically operated under secondary
treatment variances issued by the USEPA under the CWA, allowing
the Authority to discharge primary effluent into the Philippine
Sea.  As part of their June 1, 2013 renewals, the NPDES permits
for both WWTPs include secondary treatment requirements. The
Authority estimates the cost of upgrading both treatment plants at
$279 million and is currently negotiating a schedule for
compliance with the USEPA.  The Authority expects to receive
approval to delay implementation until after completion of
projects required under the 2011 Court Order and notes that other
agencies have negotiated extended compliance schedules of 20-25
years. However, if a shorter timeframe is required, there would
likely be significant pressure on the system. The CIP through
fiscal 2018 does not include the secondary treatment upgrade
projects.

Military Build-Up Delayed:

While some of the system's capital requirements may ultimately be
funded by the DOD as part of a military troop build-up, due to
continued delays and reduction in scope the Authority does not
include any DOD funding in its CIP. There is currently great
uncertainty as to troop levels, timing, and amounts that will be
available to assist GWA in preparing for the additional system
demands given the nation's current budget debate and delays in the
buildup thus far.

Currently, the DOD build-up is expected to result in an increase
of 5,000 military personnel after 2018. This compares to previous
estimates of an ultimate increase to the island's permanent
population of around 32,000 people (approximately a 20% increase
from the current level) as part of its relocation of troops from
the nation of Japan.

GWA and the DOD have been working together to identify system
needs and funding resources to service the military's influx. To
facilitate the relocation of troops, Japan passed legislation
approving a $420 million loan to GWA that would assist with GWA's
expansion needs and also provide for upgrades to GWA's two major
wastewater treatment plants to secondary treatment. However, the
loan was contingent upon GWA's execution of a customer service
agreement with DOD to support the loan, which has not occurred.
The amount of funding from Japan and DOD is currently uncertain,
though GWA expects at a minimum that any additional costs incurred
as a result of the build-up will be borne by the military.

Limited Economy:

The island's economy is driven by the military and tourism
sectors.  Most tourists are Japanese citizens, although more than
17% of tourists were South Koreans in fiscal 2013. 1997 was the
peak year for visitors to the island before as series of setbacks
from the Asian economic decline throughout the last decade and a
various natural disasters, continuing through the recent worldwide
economic downturn.  However, a recovery is evident with fiscal
2013 marking the second highest year for visitor arrivals and
hotel occupancy rates at 85%, the highest in more than a decade.
Unemployment on the island is mixed depending on the source,
ranging from historically very high (in excess of 20%) to only
moderately high; the Guam Department of Labor reports that
unemployment was 13.3% for March 2013, the most recent figures
available, up from 11.8% year over year. However, within these
figures there was a sizeable component of the population not
included in the civilian labor force, which, if included, would
have a material negative impact on the unemployment rate. Wealth
levels are low, with estimated median household income (MHI)
around 75% of the U.S. average.


HOUSTON REGIONAL: Petitioning Creditors Insist on Trustee
---------------------------------------------------------
The Petitioning Creditors, which filed the Chapter 11 petition
against Houston Regional Sports Network, L.P., have asked the
Bankruptcy Court to:

   a) enter an order for relief;

   b) appoint a "responsible person" who can carry out the
      kinds of day-to-day activities of the network that do
      not require the approval of the partners; and

   c) defer ruling on the Petitioning Creditors' motion to
      appoint a Chapter 11 trustee until the first available
      date seven days after the entry of the order for relief,
      to permit the parties the opportunity to explore the
      possibility of a consensual resolution that may be in
      the best interests of the Network and its bankruptcy estate.

The Houston Astros, meanwhile, have asked the Court to deny the
petitioning creditors' motion for appointment of a Chapter 11
trustee.  As reported in the Troubled Company Reporter on Oct. 24,
2013, according to the Astros, the Comcast entities' involuntary
Chapter 11 petition and its simultaneous request to appoint a
trustee, is an attempt to circumvent the Astros' bargained-for
contract rights.  Comcast, the Astros, and the Rockets entered
into a partnership to televise Astros and Rockets games.  The
partnership was a negotiated transaction among highly
sophisticated entities, whereby the parties agreed to require
unanimous consent for key business decisions affecting the Network
-- including approving affiliation agreements with MVPDs, selling
all or substantially all of the Network's assets, and putting the
Network into bankruptcy.

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

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.


HUDGINS HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hudgins Holdings, LLC
        125 Westridge Indus. Blvd, Suite 200
        McDonough, GA 30253

Case No.: 13-74158

Chapter 11 Petition Date: November 4, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: James L. Paul, Esq.
                  CHAMBERLAIN, HRDLICKA, WHITE ET AL
                  34th Floor, 191 Peachtree Street NE
                  Atlanta, GA 30303-1410
                  Tel: (404) 659-1410
                  Fax: 404-659-1852
                  Email: james.paul@chamberlainlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Morris B. Sprayberry, Jr., sole manager
and member holding 5 percent interest.

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


INFINIA CORP: Court Sets Nov. 11 Auction Date for Assets Sale
-------------------------------------------------------------
Infinia Corporation and Powerplay Solar I, LLC, got the green
light from a Utah bankruptcy court to proceed with their plan to
sell substantially all assets to Atlas Global Investment
Management LLP, subject to better offers.

Judge William Thurman, in an Oct. 11 order, approved proposed bid
procedures for the sale of the assets.

An auction for the Assets will take place on Nov. 11, at 10:00
a.m. at the offices of Infinia's counsel, Parsons Kinghorn Harris,
P.C., in Salt Lake City.

A sale hearing to approve the successful bid for the Assets will
be held before the Bankruptcy Court on Nov. 13, at 1:30 p.m.

As reported in the Oct. 4, 2013 edition of The Troubled Company
Reporter, lender Atlas Global Investment Management LLP offered to
purchase the Debtors' assets for a credit bid equal to the amount
of the obligations then outstanding under the DIP Credit Agreement
and the Prepetition Credit Agreement, plus the assumption of
certain liabilities of the Debtors.  The Assets will be sold free
and clear of all liens, claims, interests and all other
encumbrances of any kind or nature to the fullext extent possible
under Section 363(f) of the Bankruptcy Code.

The Atlas offer also contemplates terms that are particularly
beneficial to unsecured creditors and other stakeholders of the
Debtors -- (a) a provision permitting the Debtors to retain a
"Cash Carve-Out" of $150,000 to be used for certain post-closing
administrative expenses and to provide a distribution of at least
$100,000 to the pool of unsecured creditors; (b) the assumption
and payment of the Assumed Liabilities so that those liabilities
will not dilute the pool of general unsecured creditor claims; (c)
the retention of certain causes of action, including avoidance
actions, by the Debtors' estates for the benefit of other
stakeholders; and (d) the willingness of Atlas to serve as the
"stalking-horse" bidder subject to higher or better offers without
requiring any formal bid protections or a break-up fee that
otherwise could have a chilling effect on the bidding and auction
process.

                         About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to
sell the facility to their lender.  The Debtors estimated assets
and debts of at least $10 million.

Infinia Corp. is represented by George Hoffman, Esq., Steven C.
Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com
and scs@pkhlawyers.com -- of Parsons Kinghorn Harris.  PowerPlay
Solar I is represented by Troy J. Aramburu, Esq. and Jeff D.
Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of
Snell & Wilmer L.L.P.

A four-member panel has been appointed in the case as the official
unsecured creditors committee, composed of Petersen Incorporated,
Intertek Testing Services, NA, Inc., ATL Technology, LLC, and
LeanWerks.


INFINIA CORP: U.S. Seeks to Protect Interests in Assets Sale
------------------------------------------------------------
The United States complains that the proposed sale of Infinia
Corporation's assets fails to account for its interests under a
certain cooperative agreement with the Debtor and the equipment
required with proceeds of the agreement.

The U.S., through the Department of Energy (DOE), awarded Infinia
a financial assistance agreement for the purpose of developing a
high-efficiency freezer unit.  The Cooperative Agreement commits
about $3 million to Infinia for its expenditures furthering the
agreement's purpose.  The federal funds not yet disbursed (about
$450,000) and the freezer unit prototype developed with the funds
disbursed constitute a portion of the assets marketed for sale by
Infinia.

Accordingly, the United States asserts that its consent is
required before the Debtors may assume or assign the Cooperative
Agreement.  It also maintains an interest in the Funded Property.

Thus, the United States insists that the bankruptcy sale must
account for its interests in relation to the Cooperative
Agreement.

The limited objection was submitted by Stuart F. Delery, Assistant
Attorney General, on behalf of the United States.  The United
States is represented by Victor W. Zhao, Esq. --
Victor.W.Zhao@usdoj.gov ; J. Christopher Kohn, Esq., and Tracy J.
Whitaker, Esq. of the U.S. Department of Justice.

                         About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to
sell the facility to their lender.  The Debtors estimated assets
and debts of at least $10 million.

Infinia Corp. is represented by George Hoffman, Esq., Steven C.
Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com
and scs@pkhlawyers.com -- of Parsons Kinghorn Harris.  PowerPlay
Solar I is represented by Troy J. Aramburu, Esq. and Jeff D.
Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of
Snell & Wilmer L.L.P.

A four-member panel has been appointed in the case as the official
unsecured creditors committee, composed of Petersen Incorporated,
Intertek Testing Services, NA, Inc., ATL Technology, LLC, and
LeanWerks.


INFINIA CORP: General Electric Opposes Assets Sale
--------------------------------------------------
General Electric Capital Corporation seeks the denial of Infinia
Corp., et al.'s Sale Motion and the return of its equipment.

Pursuant to a 2012 lease agreement, GECC leased to Infinia a Rofin
FLX75 Fiber Laser and UW 200 Workstation for a total fee of
$423,400 to be paid in installments.  Infinia is in default under
the Lease Agreement, having missed scheduled payments.

GECC thus asserts that the automatic stay should be lifted to
permit it to exercise its non-bankruptcy rights with respect to
the Equipment.  GECC maintains that it should not be compelled to
permit the Debtors to sell the Equipment as part of an asset sale
for significantly less than the value of the Equipment.

Moreover, GECC argues that the sale is not in the best interest of
creditors as it does not provide adequate opportunity for
meaningful competing bids, among other things.

GECC is represented by:

     TERRY JESSOP & BITNER
     Richard C. Terry, Esq.
     341 South Main Street, #500
     Salt Lake City, Utah 84111
     Tel No: (801) 534-0909
     Fax No: (801) 534-1948
     Email: richard@tjblawyers.com

        -- and --

     REED SMITH LLP
     Alezxander Terras, Esq.
     Monique B. Howery, Esq.
     10 South Wacker Drive, 40th Floor
     Chicago, Illinois 60606
     Tel No: (312) 206-1000
     Fax No: (312) 207-6400

                         About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to
sell the facility to their lender.  The Debtors estimated assets
and debts of at least $10 million.

Infinia Corp. is represented by George Hoffman, Esq., Steven C.
Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com
and scs@pkhlawyers.com -- of Parsons Kinghorn Harris.  PowerPlay
Solar I is represented by Troy J. Aramburu, Esq. and Jeff D.
Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of
Snell & Wilmer L.L.P.

A four-member panel has been appointed in the case as the official
unsecured creditors committee, composed of Petersen Incorporated,
Intertek Testing Services, NA, Inc., ATL Technology, LLC, and
LeanWerks.


INT'L FOREIGN EXCHANGE: Aktis Capital Offers to Buy Assets
----------------------------------------------------------
Patrick Fitzgerald, writing for DBR Small Cap, reported that
liquidating currency hedge fund FX Concepts LLC has lined up a
deal to sell the bulk of what's left of its assets to Aktis
Capital Advisory Ltd., subject to higher bids at auction.

           About International Foreign Exchange Concepts

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

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

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


INT'L FOREIGN EXCHANGE: Sec. 341 Creditors' Meeting on Nov. 21
--------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 cases of International Foreign
Exchange Concepts Holdings, Inc., and International Foreign
Exchange Concepts, L.P., on Nov. 21, 2012, at 3:00 p.m.  The
meeting will be held at 80 Broad Street, 4th Floor, New York, New
York 10004.

           About International Foreign Exchange Concepts

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

Judge Robert Gerber oversees the case.  Counsel to the Debtors is
Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in
Stamford, Connecticut.  The Debtors' restructuring advisors is CDG
Group.  The Debtors' special counsel is Withers Bergman LLP.  The
Debtors' notice, claims, solicitation and balloting agent is Logan
& Company, Inc.

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


INTERNATIONAL FUEL: Provided an Update on Commercial Activities
---------------------------------------------------------------
To date, International Fuel Technology, Inc., has received
purchase orders of over $500,000 for fiscal year 2013.  Based on
discussions with distribution partners and the timing of certain
larger expected orders, total revenues for fiscal year 2013 could
reach the $700,000 range.

Bio-Diesel: IFT's PerfoLiFT(TM) BD-Series, one of the top
performing fuel additive formulations for stabilizing bio-diesel
fuel blends, is being sold to bio-diesel manufacturers in Europe,
South America and the U.S.

Primarily through the efforts of distribution partners Nordmann
Rassmann (Europe); NextGroup Brazil (South America); and FM
Logistics (U.S.), IFT is selling PerfoLiFT(TM) to many bio-diesel
manufacturers including: Cargill; Bunge; Petrobras; Expur;
Ambrosia Oils; Preol; and White Mountain Bio-Diesel.

IFT is also in discussions to provide PerfoLiFT(TM) to: Archer
Daniels Midland; Shell Germany; Renewable Energy Group; and many
others.

European Rail: The Company's efforts with ATOC (The Association of
Passenger Rail Operators in the U.K.) at London Midlands, with a
large consortium of interested stakeholders from all aspects of
the rail industry, continues to be one of the most important
opportunities for IFT.  A final phase process is scheduled to
conclude in early Q2 of 2014.

IFT's DiesoLiFT(TM) FEB is being used in the field validation
process.  DiesoLiFT(TM) FEB is a combination of DiesoLiFT(TM) 10,
IFT's top performing fuel additive formulation for improving fuel
economy, and PerfoLiFT(TM).  IFT developed DiesoLiFT(TM) FEB to
address the growing use and proliferation of bio-diesel fuel
blends in Europe.

In addition to ATOC, the groups involved in this process include:
Interfleet Technology, a world-renowned rail consultant;
Porterbrook, the equipment leasing company; and LH Group, the
third party maintenance group.  This process is expected to
provide a clear path to revenues with numerous ATOC operators.

Through the efforts of distribution partner Unipart Rail, IFT is
also set to commence a field validation process with one of the
primary freight rail operators in the U.K.

The Company is in the final evaluation phase with rail operators
in Belgium and Romania.

European Road Transport: Primarily through the efforts of
distribution partner EFC (Environmental Fuel Conditioners) in the
U.K., IFT is involved in commercial opportunities with over a
dozen road transport fleet operators (bus and truck).

Sales have been made and the Company expects the efforts of EFC to
produce meaningful revenues from road transport operators going
forward.

EFC recently signed a three-year supply agreement with Blackpool
Transport to supply DiesoLiFT(TM) 10.  Blackpool is part of ALBUM,
the Association of Local Bus Company Managers in the U.K.  This
supply agreement has opened the door with numerous other ALBUM
members.

U.S. Road Transport: IFT has a number of clients who have been
using DiesoLiFT(TM) 10 for years.  The product continues to
provide them with fuel economy benefits and a reduction in
maintenance expenses.

In addition, IFT expects to conclude in November a process with
one of the largest municipal fleets in the country.  Part of the
process is complete and fuel economy improvements of more than 5
percent have been realized.  When the test is complete, IFT
expects to obtain a report from a state of the art, EPA certified
facility detailing the test process with fuel economy gains and
emissions reductions demonstrated by DiesoLiFT(TM) 10 use.

A successful conclusion to this process will provide a clear path
to commercial opportunities and revenues with numerous road
transport fleets that IFT is currently in discussions with.

U.S. Independent Sales Representative Program: IFT has launched a
program to attract independent sales representatives ("ISAs") to
the Company.  As detailed on IFT's Web site, the program provides
an opportunity for ISAs to sell the Company's product and be
compensated with commissions and an equity interest in IFT.  The
program has already yielded a number of commercial opportunities
for IFT.

                      About International Fuel

St. Louis, Mo.-based International Fuel Technology, Inc., is a
technology company that has developed a range of liquid fuel
additive formulations that enhance the performance of petroleum-
based fuels and renewable liquid fuels.

BDO USA, LLP, in Chicago, Illinois, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011, citing recurring losses from operations,
working capital and stockholders' deficits and cash obligations
and outflows from operating activities that raise substantial
doubt about its ability to continue as a going concern.

The Company reported a net loss of $2.57 million in 2011, compared
with a net loss of $2.21 million in 2010.

The Company's balance sheet at Sept. 30, 2012, showed
$2.45 million in total assets, $4.74 million in total liabilities
and a $2.28 million total stockholders' deficit.


ISAACSON STEEL: Court to Approve Disclosures and Plan
-----------------------------------------------------
On Oct. 28, 2013, the U.S. Bankruptcy Court for the District of
New Hampshire held a combined hearing to consider the adequacy of
Isaacson Steel, Inc., et al.'s First Amended Disclosure Statement
and confirmation of the Joint Plan of Reorganization, dated Sept.
25, 2013, as Modified Oct. 18, 2013.  The Court, subject to the
resolution of the objections argued at the hearing through
preparation of an appropriate confirmation order, said it will
approve the Disclosure Statement and Plan.

The Court ordered:

  1. The Debtors will file with the Court a proposed order
approving the Disclosure Statement and a proposed confirmation
order on or before Nov. 6, 2013;

  2. Any party with an objection to the proposed confirmation
order will file an objection that specifically identifies the
nature of such objection(s) on or before Nov. 13, 2013; and

  3. If an objecting party desires a hearing with respect to their
objection(s), then on or before Nov. 13, 2013, that party will
request a hearing on their objection(s).

                   U.S. Trustee's Objection

William K. Harrington, the United States Trustee for Region 1,
objected to the adequacy of the First Amended Disclosure Statement
filed by Isaacson Steel, Inc., and Isaacson Structural Steel,
Inc., in support of the Debtors' First Amended Joint Plan dated
Sept. 25, 2013.

According to the United States Trustee, the Disclosure Statement
fails to provide adequate information and, as currently drafted,
is misleading to creditors.

"The Debtors fail to address significant legal issues in their
Disclosure Statement regarding the Debtors' ability to effectuate
a plan in light of the transfer of the Debtors' Chapter 5 actions
and D&O claims, the Debtors' sole remaining assets, outside the
bankruptcy estate to a non-debtor third party and potentially
beyond the jurisdiction of the Court, without any mechanism to
return the proceeds of the causes of action to the estate for
distribution."

The United States Trustee also objected to the confirmation of the
Debtors' First Amended Joint Plan of Reorganization.

The UST explains:

"The Debtors cannot meet their burden of demonstrating by a
preponderance of the evidence that the Plan satisfies the
provisions of 11 U.S.C. Sections 1123 and 1129.  The Global
Settlement Agreement approved by the Court on Sept. 25, 2013,
resulted in the irrevocable transfer of the Debtors' Chapter 5
actions and D&O claims, the Debtors' sole remaining assets,
outside the bankruptcy estate to a non-debtor third party and
potentially beyond the jurisdiction of the Court, without any
mechanism to return the proceeds of the causes of action to the
estate for distribution.  The Debtors thus lack the ability to
effectuate a plan or to demonstrate that the Plan proposed meets
the requirements of 11 U.S.C. Section 1123(a)(5) and 11 U.S.C.
Section 1129(a)(1).  The Plan also may violate 11 U.S.C. Section
1129(a)(9) to the extent that it fails to pay in full allowed
Chapter 11 administrative tax claims on the effective date, or
pre-petition priority claims over a period not to exceed five
years from the date of the filing of the cases.

                       Debtors' Response

The Debtors have responded to the U.S. Trustee's objection to the
Disclosure Statement and Confirmation of the First Amended Joint
Plan of the Debtors, citing:

1. The United States Trustee conceded that the deficiencies in the
Disclosure Statement and Plan have been self-corrected by the
Debtors and should not be permitted to reargue them following its
admission.

2. The Debtor expects to file the "Stipulation for Entry of Order
Resolving Massachusetts Department Of Revenue's Objections To
Confirmation Of Debtors' Second Amended Plan Of Reorganization,
Dated Sept. 25, 2013, as Modified Oct. 18, 2013" in the same or
substantially the same form as that exchanged by Massachusetts
Department of Revenue ("MDR") and the Debtors at approximately
4:30 PM on Friday night (the "MDR-Debtor-Turner Stipulation").
The Debtors will make a copy of the latest, draft Stipulation
available to this Court and any other creditor or party in
interest at the Confirmation Hearing with the oral consent
of MDR.  Subject to approval by this Court as part of the
confirmation process, the MDR-Debtor-Turner Stipulation will
resolve the MDR Objections to the confirmation of the Modified
Plan.

            Leave to Modify First Amended Joint Plan

On Oct. 18, 2013, the Debtors filed a motion with the Court
seeking leave to modify the Debtors' First Amended Joint Plan
dated Sept. 29, 2013, to ensure that the Plan conforms to the so-
called Global Settlement Agreement approved by the Court on
Sept. 25, 2013.

According to papers filed with the Court, the Modifications
clarify the ownership of the Debtors' Chapter 5 Actions and the
Net Estate Recoveries made on account thereof and the standing of
the Trustees of the Liquidating Trust to be created pursuant to
the Plan to take title to, prosecute, compromise and/or settle the
Chapter 5 Actions and Other Actions before and after the
confirmation of the Plan.

The Debtors explain: "Granting this Motion and confirming the
Debtors' Modified Plan and the Modified Trust will not change in
any way (a) the classification of claims, (b) the rights of the
classes inter se, (c) the amount to be paid or the treatment of
any claims in a class or (c) the methodology or formula to be used
in determining the amount to be paid any creditor holding an
allowed claim."

A black-lined draft of the provisions of the Plan and the
Liquidating Trust Agreement as they will be modified if the Motion
is granted are available at:

        http://bankrupt.com/misc/isaacsonsteel.doc1225-1.pdf
        http://bankrupt.com/misc/isaacsonsteel.doc1225-2.pdf

The Official Committee of Unsecured Creditors and the other
Settling Parties consent to the entry of the proposed order
granting the relief requested in the Motion, the Debtors tell the
Court.

William K. Harrington, the United States Trustee for Region 1,
objected to the motion of the Debtors to modify the Plan.
According to the United States Trustee, the Debtors cannot self-
correct the problems created by the Global Settlement Agreement
which was approved by the Court on Sept. 25, 2013.

In response, the Debtors said, "For some reason or reasons, the
United States Trustee, whose office often claims to be the
advocate for or protector of unsecured creditors, has relentlessly
and vehemently opposed the Debtors' and Settling Parties'
unstinting and selfless efforts to formulate and confirm a plan
supported and accepted by creditors holding more than $15,000,000
in claims and rejected only by a credit card company holding a
claim of less than $160,000, acting through counsel suggesting
relatively little thought.

                             The Plan

As reported in the TCR on Oct. 4, 2013, Isaacson Steel, Inc., and
Isaacson Structural Steel, Inc., filed with the U.S. Bankruptcy
Court for the District of New Hampshire a first amended joint plan
of reorganization and accompanying disclosure statement.

The Amended Plan is built upon the global settlement agreement
entered into among the Debtors, the Official Committee of
Unsecured Creditors of Isaacson Structural Steel, Inc., the New
Hampshire Business Finance Authority, Passumpsic Savings Bank and
its participants, Woodville Guaranty Savings Bank and Ledyard
National Bank, and Turner Construction Company, Inc.

A liquidating trust will be established to be funded by all of the
Debtors' cash except cash to be retained to wind up the Debtors'
affairs, D&O and E&O claims, and proceeds from estate actions.
All classes of claims under the Plan will be impaired.

The Debtors have requested that the Bankruptcy Court schedule a
combined hearing on the adequacy of this Disclosure and the
Confirmation of the Plan for October 23, 2013 and to shorten the
required notice to all creditors to the extent reasonably
necessary to accomplish that goal.  If the Plan is confirmed at or
shortly after that hearing, the Effective Date will be in late
November.  The Debtors also requested that the Court schedule the
deadline for parties to file objections to the Disclosure
Statement and confirmation of the Plan for Oct. 21.

A full-text copy of the Plan and Disclosure Statement overview is
available for free at http://bankrupt.com/misc/ISAACSONds0925.pdf

William S. Gannon, Esq., at William S. Gannon PLLC, in Manchester
New Hampshire, serves as attorney for the Debtors.

                  About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
and affiliate Isaacson Steel, Inc., filed separate Chapter 11
bankruptcy petitions (Bankr. D. N.H. Case Nos. 11-12416 and
11-12415) on June 22, 2011.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  Isaacson Steel estimated assets and
debts of $1 million to $10 million.  The petitions were signed by
Arnold P. Hanson, Jr., president.

Bankruptcy Judge J. Michael Deasy presides over the cases.
William S. Gannon, Esq., Esq., at William S. Gannon PLLC, in
Manchester, New Hampshire, represents the Debtors as counsel.  The
Debtors retained General Capital Partners, LLC to act as their
investment banker.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Daniel W. Sklar, Esq., at Nixon
Peabody LLP, in Manchester, represents the Committee.  Mesirow
Financial Consultants also advises the Committee.

New Hampshire Business Finance Authority is represented by:

         George E. Marcus, Esq.
         MARCUS, CLEGG & MISTRETTA
         One Canal Plaza, Suite 600
         Portland, Maine 04101

Turner Construction, Inc., is represented by:

         D. Ethan Jeffery, Esq.
         MURPHY & KING, P.C.
         One Beacon Street, 21st Floor
         Boston, MA 02108

Passumpsic Savings Bank is represented by:

         Daniel P. Luker, Esq.
         PRETI FLAHERTY PACHIOS & BELIVEAU, PLLP
         57 North Main Street
         Concord, NH 03302-1318


ISAACSON STEEL: Balks at Former CFO's Objection to Plan
-------------------------------------------------------
Interested party Steven D. Griffin filed on Oct. 25, 2013, this
limited objection to Isaacson Steel, Inc., et al.'s Plan and
Disclosure Statement and Motion to Amend Same, citing:

1. The Debtor's plan is not feasible and violates 11 U.S.C.
Section 1123(a)(5) because except for Passasumpsic Savings Bank,
none of the other Settling Parties under the Global Settlement
Agreement ("GSA"), Debtors, Isaacson Steel, Inc., and Isaacson
Structural Steel, Inc., the Unsecured Creditor's Committee, New
Hampshire Business Finance Authority ("NHBFA"), and Turner
Construction, Inc. (collectively, "the Settling Parties") nor the
Liquidating Trust have relief from stay under 11 U.S.C. Section
362 in Griffin's personal bankruptcy case to pursue D&O insurance
coverage, and the Debtor refuses to waive its claims against
Griffin.  The Plan is funded in large part by expected recovery on
D&O claims, but there is no ability to bring them, and no adequate
means for the plan's implementation.

2. The Disclosure Statement does not identify this problem with
the D&O claims, is therefore inadequate, and should be amended to
reflect it.

3. Similarly, the Plan is not feasible until such time as the
Debtors, the Liquidating Trust and the other Settling Parties
waive their claims against Griffin in order to pursue his D&O
insurance coverage and obtain relief from stay in his individual
bankruptcy case. See 11 U.S.C Section 1129(a)(11).

3. Griffin also objects to his claims being denied or objected to
in order to prevent him from objecting to or voting against the
Plan.  He has filed Claim Nos. 36, 37 and 38 for legitimate loans
made to the Debtors, and Claim No. 39 is an indemnity claim which
is not yet matured or liquidated.  Griffin should be allowed to
vote, or at least maintain his claims against the Debtor, at least
for purposes of set-off, until such time as any payment under the
GSA or the Plan is funded for unsecured creditors, or until
Griffin receives his discharge in bankruptcy, and/or until the
Debtor waives its claims against Griffin.

A copy of Mr. Griffin's Limited Objection is available at:

      http://bankrupt.com/misc/isaacsonsteel.doc1246.pdf

Debtors' Reply

In their reply to Mr. Griffin's objection, the Debtors cite:

   1. Mr. Griffin, an equity holder of the Debtor and its former
Chief Financial Officer and a defendant in one or more pending
civil actions, simply reiterates the objections that he made to
the approval of the Global Settlement Agreement or GSA entered
into by and among the Debtors and the other Settling Parties in an
effort to force the Debtors to limit their claims against him to
the amount of available insurance coverage.  This Court overruled
those objections when made earlier.

   2. Timothy P. Smith, Trustee of the bankruptcy estate of Steven
D. Griffin, has not objected to the confirmation of the Plan.

   3. Waiving the claims against Mr. Griffin would be imprudent
since the Debtors and/or the Liquidating Trust intend to prosecute
the Bank D&O Causes of Action and their own to fund the Plan.  In
the absence of credible legal argument with a foundation in fact
that the Debtors and/or the Liquidating Trust, this Court should
overrule the Objections made in Paragraphs 1 and 2, which are
intended to delay confirmation for the benefit of an equity holder
defendant, not a creditor.

                  About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
and affiliate Isaacson Steel, Inc., filed separate Chapter 11
bankruptcy petitions (Bankr. D. N.H. Case Nos. 11-12416 and
11-12415) on June 22, 2011.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  Isaacson Steel estimated assets and
debts of $1 million to $10 million.  The petitions were signed by
Arnold P. Hanson, Jr., president.

Bankruptcy Judge J. Michael Deasy presides over the cases.
William S. Gannon, Esq., Esq., at William S. Gannon PLLC, in
Manchester, New Hampshire, represents the Debtors as counsel.  The
Debtors retained General Capital Partners, LLC to act as their
investment banker.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Daniel W. Sklar, Esq., at Nixon
Peabody LLP, in Manchester, represents the Committee.  Mesirow
Financial Consultants also advises the Committee.

New Hampshire Business Finance Authority is represented by:

         George E. Marcus, Esq.
         MARCUS, CLEGG & MISTRETTA
         One Canal Plaza, Suite 600
         Portland, Maine 04101

Turner Construction, Inc., is represented by:

         D. Ethan Jeffery, Esq.
         MURPHY & KING, P.C.
         One Beacon Street, 21st Floor
         Boston, MA 02108

Passumpsic Savings Bank is represented by:

         Daniel P. Luker, Esq.
         PRETI FLAHERTY PACHIOS & BELIVEAU, PLLP
         57 North Main Street
         Concord, NH 03302-1318


IZEA INC: Amends 2012 Annual Report
-----------------------------------
IZEA, Inc., amended its annual report for the year ended Dec. 31,
2012, on Form 10-K/A, as originally filed with the U.S. Securities
and Exchange Commission on March 29, 2013.  IZEA filed the
Amendment due to staff comments from the SEC solely to amend:

   (a) Part II-Item 8 "Financial Statements and Supplementary
       Data" to correct the Report of Independent Registered
       Public Accounting Firm to refer to "the standards" of the
       PCAOB, rather than to "the auditing standards" of the
       PCAOB, as is required by the PCAOB's Auditing Standard No.
       1; and

   (b) Part IV-Item 15 "Exhibits and Financial Statement
       Schedules" to indicate that new certifications by IZEA's
       principal executive and principal financial officer, as
       required by Rule 12b-15, are filed as exhibits to the
       Amendment.

The Amendment does not affect any other parts of, or exhibits to,
the Original Filing, nor does it reflect events occurring after
the date of the Original Filing.

A copy of the Form 10-K/A is available for free 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.


JEFFERSON COUNTY, AL: To Price New Municipal Bonds Soon
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankrupt Jefferson County, Alabama, is laying the
groundwork for selling $1.74 billion in new municipal bonds later
this month.  The bonds will enable the county to pay off old bonds
at a fraction of face value and emerge from Chapter 9 municipal
bankruptcy.

                     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 Arant Boult 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.


KBI BIOPHARMA: Nov. 26 Hearing on Further Use of Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of North
Carolina, according to court minutes for the hearing held Oct. 29,
2013, authorized KBI Biopharma Properties LLC's use of cash
collateral in which PNL Durham, L.P. asserts an interest.

The Court will convene further hearing on the Debtor's motion for
authorization to use cash collateral on Nov. 26, at 9:30 a.m.

As reported in the Troubled Company Reporter on Oct. 31, 2013, PNL
is a holder of a claim secured by a first priority deed of trust
on the Debtor's real property located at 1011 Hamlin Road, Durham,
North Carolina.  PNL also holds a first priority security interest
on all leases, proceeds, rents and profits from the property.

On Oct. 18, the Court authorized the Debtor's limited use of cash
collateral generated from the collection of existing rents and
profits and the production of postpetition rents receivable based
upon the continued operation of the business, well as the usage of
prepetition rents received by PNL.  The Debtor may use the cash
collateral to operate its business operations.

The Debtor has said it has been unable to secure postpetition
secured financing from any alternative source which would allow
for the viable operations of the Debtor.  The Debtor is continuing
to seek such financing.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant PNL replacement liens
and security interests on the same assets to which its liens
attached prepetition, to the same extent and with the same
validity and priority as existed on the petition date.

                About KBI Biopharma Properties LLC

KBI Biopharma Properties LLC filed for Chapter 11 bankruptcy
(Bankr. M.D.N.C. Case No. 13-11304) in Greensboro.  The Debtor is
represented by Charles M. Ivey, III, Esq., at Ivey, McClellan,
Gatton, & Talcott, LLP, in Greensboro, North Carolina.  The Debtor
discloses total assets of $23 million and total liabilities of
$11.77 million.

The Chapter 11 petition was signed by Howard Frank Auman, Jr.,
member/manager.

The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case.


KBI BIOPHARMA: PNL Wants Case Dismissed or Converted to Chapter 7
-----------------------------------------------------------------
Creditor PNL Durham, L.P., through counsel, asks the U.S.
Bankruptcy Court for the Middle District of North Carolina to
dismiss the Chapter 11 case of KBI Biopharma Properties, LLC, or
convert the case to one under Chapter 7 of the Bankruptcy Code, or
in the alternative, to appoint a trustee pursuant to 11 U.S.C.
Section 1104.

The hearing on the motion has been reset for Nov. 26, 2013, at
9:30 a.m.

PNL claims to be the holder of a claim secured by a first priority
deed of trust on KBI's real property located at 1101 Hamlin Road,
Durham, N.C.  PNC also holds a first priority security interest on
all leases, proceeds, rents and profits from the Property.

PNL explains: "Approximately one month prior to the KBI
Bankruptcy, KBI, at the direction of [Howard Frank] Auman,
withheld the contractual payment then owing to PNL.  The monies
that should have been used to satisfy KBI's obligation to PNL were
instead used for a "capital contribution" to Auman.  The
distribution was knowingly made to the detriment of PNL, and
continues to be held by counsel in trust for the benefit of Auman
-- not KBI's creditors.  KBI's Statement of Financial Affairs
reflects that $155,000 was paid to Auman on Aug. 1, 2013.  The
Statement of Financial Affairs states that $155,000 is "being held
in trust account of Attorney for Debtor,' but upon information and
belief the debtor did not have a legitimate reason to withhold a
contractual payment that prior to August 2013 was made regularly.

"Without the support of PNL, the only secured creditor of KBI,
reorganization under Chapter 11 is an exercise in futility."

According to the Motion, the action actions of KBI under the
direction of Auman and the proposed joint Chapter 11 plan support
a finding of bad faith in filing and dismissal of the KBI
bankruptcy.  "Alternatively, the actions of KBI under the
direction of Auman support conversion of this case to a case under
Chapter 7 to protect KBI's creditors from the unnecessary
reorganization and the guise of a beneficial joint Chapter 11 plan
aimed only at benefiting Auman.

"In addition to his ownership interest in KBI, Auman is involved
as a board member, shareholder, and personal guarantor of debt for
KBI's largest tenant, KBI Biopharma, Inc.  If this case proceeds
under the proposed joint Chapter 11 plan, the complexity of
interests between KBI, Auman, and thye Tenant gives rise for
potential mismanagement aimed at protecting Auman in the Auman
bankruptcy, the propensity for which  has already been exhibited
in the transfer of the capital distribution from KBI to Auman."

"Further, the proposed joint Plan of reorganization is also in bad
faith, as to KBI, because it is not for the benefit of KBI's
creditors.  Because the unnecessary reorganization is unlikely to
benefit KBI's creditors or estate, dismissal of the bankruptcy is
appropriate."

Howard Frank Auman, Jr., is KBI's 100% owner.  Mr. Auman filed an
individual Chapter 11 case on Jan. 16, 2013.  PNL is not a
creditor in the Auman bankruptcy.

Counsel for PNL Durham can be reached at:

         David M. Warren, Esq.,
         Meghan B. Pridemore, Esq.
         POLYNER SPRUILL LLP
         Post Office Box 1801
         Raleigh, NC 27602-1801
         Tel: (919) 783-1112
         E-mail: dmwarren@poynerspruill.com
                 mpridemore@poynerspruill.com

                About KBI Biopharma Properties LLC

KBI Biopharma Properties LLC filed for Chapter 11 bankruptcy
(Bankr. M.D.N.C. Case No. 13-11304) in Greensboro.  The Debtor is
represented by Charles M. Ivey, III, Esq., at Ivey, McClellan,
Gatton, & Talcott, LLP, in Greensboro, North Carolina.  The Debtor
discloses total assets of $23 million and total liabilities of
$11.77 million.

The Chapter 11 petition was signed by Howard Frank Auman, Jr.,
member/manager.

The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of KBI Biopharma Properties LLC.

As reported in the TCR on Oct. 17, 2013, the Debtor and its owner
Howard Frank Auman, Jr., delivered to Bankruptcy Court a Joint
Plan of Reorganization and accompanying disclosure statement.

The Plan contemplates the restructuring of both secured debts and
the liquidation of sale assets, with those funds becoming
available cash.  Available cash will be used to pay claims.


KINDER MORGAN: Fitch Rates Proposed $1-Bil. Secured Notes 'BB+'
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Kinder Morgan, Inc.'s
(KMI) proposed issuance of secured notes with a benchmark size of
$1 billion. The Rating Outlook is Stable. Note proceeds will be
used to repay borrowings under KMI's senior secured revolving
credit facility.

KMI is the owner of the general partner (GP) and approximately 10%
limited partner (LP) interests in Kinder Morgan Energy Partners,
L.P. (KMP, IDR 'BBB', Outlook Stable). Through its ownership of EL
Paso LLC (EP), KMI is the owner of the GP and approximately 41% LP
interests in El Paso Pipeline Partners L.P. (El Paso Pipeline
Partners Operating Company (EPBO), IDR 'BBB-', Outlook Stable). In
addition, KMI has a 20% interest in NGPL PipeCo LLC (NGPL, IDR
'B', Outlook Stable). EP is a wholly-owned subsidiary of KMI and
its debt is cross-guaranteed and ratably secured with KMI.

Key Rating Drivers:

Rating Rationale: KMI's rating and Stable Outlook reflect the
significant scale of its consolidated operations, the quality and
diversity of assets held by its operating master limited
partnerships (MLPs), and the favorable implications of future
asset dropdowns on KMI's leverage metrics, which Fitch expects
will improve as KMI drops assets down to its MLPs and uses the
resulting proceeds to de-lever. KMI is now the third largest
energy company in the U.S. with a consolidated enterprise value of
approximately $110 billion. KMI's May 2012, acquisition of EP has
resulted in reduced consolidated business risk given the cash flow
stability associated with EP's interstate pipelines. Approximately
78% of consolidated 2013 cash flow will come from its lowest risk
natural gas and petroleum products pipelines and terminal
segments. The CO2 oil production operations at KMP which are
exposed to commodity price and volumes will contribute 14%.

Completed post-merger dropdowns include the sales of Tennessee Gas
Pipeline Co. (TGP, IDR 'BBB', Outlook Stable) and El Paso Natural
Gas Co. (EPNG, IDR 'BBB', Outlook Stable) to KMP and Cheyenne
Plains Gas Pipeline Co. and the remaining 14% of Colorado
Interstate Gas Co. (IDR 'BBB', Outlook Stable) to EPB. Sale
proceeds have been applied to debt reduction. KMI's 50% interests
in Ruby Pipeline LLC (IDR 'BBB-', Outlook Stable), Gulf LNG, and
Citrus Corp. are potential drop downs to the MLPs in 2014.

Given KMI's consolidated business risk, Fitch believes that
appropriate leverage for a 'BB+' rating as measured by the total
standalone debt of KMI and EP to cash from operations should be
3.5x or below. In our base case forecast, Fitch believes KMI will
be able to attain this metric on a pro forma basis in 2013, with
standalone parent company leverage expected to drop further to
3.0x or below in 2014 with the benefit of the dropdowns and
related debt repayment.

Other considerations and concerns for KMI's ratings include the
structural subordination of its cash flows to debt repayment at
its operating MLPs, aggressive capital spending at the MLPs,
exposure to changes in NGL and oil prices, and exposure to volume
risk for KMP's CO2 and midstream business segments. However, the
financial impact of commodity price volatility is minimized
through hedges which have been applied to approximately 80% of
expected oil production for the remainder of 2013. Also considered
is the October 2013 board authorized repurchase of up to an
additional $250 million of warrants or common stock of KMI that
would likely be funded with debt. However, unless future equity
repurchases significantly exceed the current authorized amounts,
KMI's leverage metrics would remain appropriate for its 'BB+'
rating.

Liquidity is adequate: KMI has access to a $1.75 billion secured
revolving credit facility that matures Dec. 31, 2014. At Oct. 29,
2013, $1.514 billion was outstanding under the KMI revolver. KMI
as a holding company has limited future borrowing needs. Its
largest operating affiliates are self-financing with generally
favorable capital market access. KMI's near-term debt maturities
are manageable. EP has $30 million and $207 million of notes
maturing in December 2013 and mid-2014, respectively. Cash
proceeds from planned 2014 dropdowns to the MLPs could be adequate
to allow KMI to repay its Term Loan due 2015 with a current
balance of $1.528 billion. The revolver has a 6.0x leverage test.

Rating Sensitivities:

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- A lessening of consolidated business risk as the company
    acquires and expands pipeline and fixed-fee businesses;

-- A rating upgrade to KMP;

-- A material improvement in credit metrics with sustained
    standalone parent leverage below 2.0x.

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

-- Increasing leverage at KMI's operating affiliates to support
    organic growth and acquisitions;

-- A rating downgrade to KMP;

-- A weakening of credit metrics with sustained standalone parent
    leverage above 4.0x.


KINDER MORGAN: Moody's Rates New $1.5BB Senior Secured Notes 'Ba2'
------------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the new senior
secured notes being offered by Kinder Morgan Inc. (KMI). The
expected proceeds of approximately $1.5 billion will be used to
reduce outstandings under the company's senior secured credit
facility that matures in December 2014. The notes will be pari
passu with the other senior secured obligations of the company.

"Moody's believes the issuance of the new fixed rate notes to
refinance senior secured credit facility borrowings is mildly
credit negative as the new notes replace debt that is prepayable
without a call premium," said Stuart Miller, Moody's Vice
President - Senior Credit Officer. "While the company is
continuing to make progress in reducing the debt that was incurred
to finance the acquisition of El Paso Corporation in 2012,
leverage remains high at just under 6.0x. Until leverage is
reduced to 5.0x, there will be increased risk of a downgrade."

Ratings Rationale:

KMI, through its master limited partnerships (MLPs) and its
directly-owned assets, is one of the largest energy companies in
the US. KMI's portfolio of energy infrastructure assets, for the
most part, generates stable operating cash flow that is
distributed to the equity holders of El Paso Pipeline Partners,
L.P. (EPB), Kinder Morgan Energy Partners, L.P. (KMP), and KMI.
The cash flow, supplemented by the issuance of debt and equity, is
also used to fund the company's growth projects.

KMI's Ba2 Corporate Family Rating reflects its superior scale,
tempered by an aggressive financial policy as evidenced by its
high leverage and high distribution payout ratio. At September 30,
2013, Moody's calculated KMI's leverage to be 5.9x. This figure
includes the company's proportionate share of distributions and
debt from EPB, KMP, and its other non-wholly owned subsidiaries.
By the end of 2014, Moody's projects KMI's leverage could fall to
5.0x as assets are sold by KMI to KMP and EPB. These asset "drop-
downs" would be expected to be financed through the issuance of
debt and equity by the two MLPs. Equity issuance is expected to be
sized in an amount to maintain the leverage at both MLPs in a
range between 4.0x and 4.5x. At the end of September 2013, using
the third quarter's run rate EBITDA, leverage was estimated to be
4.2x and 4.1x for KMP and EPB, respectively.

KMI's liquidity is considered to be adequate (Speculative Grade
Liquidity rating of SGL-3). KMI relies heavily on distributions
from KMP and EPB to service its debt and to pay dividends to its
shareholders. For day to day liquidity, KMI's primary source of
liquidity is its $1.75 billion bank credit facility that matures
in December 2014. Pro forma for the proposed note offering, usage
will be roughly $100 million leaving more than $1.6 billion of
availability. Moody's does not expect the maintenance financial
covenants in the credit facility to limit KMI's ability to access
its credit facility, but because the facility is secured by
essentially all of KMI's assets, secondary liquidity is limited.

The stable outlook for KMI reflects Moody's expectation that
leverage will be managed down by the end of 2014 primarily through
asset sales to KMP and EPB. A rating upgrade for KMI is unlikely
until its leverage is stabilized around 5.0x, and only if KMP's
and EPB's leverage ratios are below 4.5x. However, KMI's rating
could be downgraded if leverage remains close to 6.0x without
continuing progress to reduce leverage to 5.0x. A downgrade could
also be triggered if KMP's or EPB's leverage increases and
approaches 5.0x.

Kinder Morgan, Inc. is one of the largest midstream companies in
the US. The company operates product pipelines, natural gas
pipelines, liquids and bulk terminals, and CO2, oil, and natural
gas production and transportation assets. The company is
headquartered in Houston, Texas. Kinder Morgan Inc. owns the
general partner of Kinder Morgan Energy Partners, L.P. and El Paso
Pipeline Partners, L.P..


KSL MEDIA: Creditors Have Until Dec. 19 to File Proofs of Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
established Dec. 19, 2013, as the deadline for any individual or
entity to file proofs of claim against KSL Media Inc., et al.

The Court also set March 13, 2014, as the deadline for
governmental unit to file proofs of claim.

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

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

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

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

The Debtor's Plan dated Oct. 2, 2013, contemplates that, soon as
the Debtors determine that the process of reconciliation is
substantially completed, the Debtors will file a notice thereof
with the Bankruptcy Court and the Debtors' assets and liabilities
will be transferred to the Liquidating Trust established under the
Plan and an initial distribution will be made on account of
allowed unsecured claims of 67 percent of the available cash.  The
Plan does not contemplate the release of any third parties.

The Official Committee of Unsecured Creditors tapped to retain
Pachulski Stang Ziehl & Jones LLP as counsel.


KSL MEDIA: Section 341(a) Hearing Continued Until Nov. 9
--------------------------------------------------------
The U.S. Trustee for Region 16 continued until Nov. 19, 2013, at
1:00 p.m., the meeting of creditors in the Chapter 11 cases of KSL
Media Inc., et al.  The meeting will be held at Room 105, 21051
Warner Center Lane, Woodland Hills, California.

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

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

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

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

The Debtor's Plan dated Oct. 2, 2013, contemplates that, soon as
the Debtors determine that the process of reconciliation is
substantially completed, the Debtors will file a notice thereof
with the Bankruptcy Court and the Debtors' assets and liabilities
will be transferred to the
Liquidating Trust established under the Plan and an initial
distribution will be made on account of allowed unsecured claims
of 67 percent of the available cash.  The Plan does not
contemplate the release of any third parties.

The Official Committee of Unsecured Creditors tapped to retain
Pachulski Stang Ziehl & Jones LLP as counsel.


LAGOON DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lagoon Development Corp.
        1100 Summer Street
        Stamford, CT 06905

Case No.: 13-51721

Chapter 11 Petition Date: October 31, 2013

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Hon. Alan H.W. Shiff

Debtor's Counsel: James Berman, Esq.
                  ZEISLER AND ZEISLER
                  10 Middle Street, 15th Floor
                  Bridgeport, CT 06604
                  Tel: (203) 368-4234
                  Email: jberman@zeislaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Peter Lathouris, chief executive
officer.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb13-51721.pdf


LAND SECURITIES: Court Dismisses Case Amid State Farm Settlement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado dismissed
the Chapter 11 case of LSI Retail II, LLC.

As reported in the Troubled Company Reporter on Oct. 22, 2013,
the Debtor asked the bankruptcy court to dismiss its case in light
of a settlement agreement it negotiated with its primary secured
lender, State Farm Life Insurance Company.  Under the Settlement,
the parties have resolved their differences and have agreed to
restructure the note securing the State Farm claim.

The Debtor believes that the resolution of the matter with State
Farm will render it having no further need for bankruptcy
protection or reorganization.

                     About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.

Lee M. Kutner, Esq., of Kutner Miller Brinen, P.C., in Denver,
Colorado, acts as legal counsel to Land Securities Investors, Ltd.
Jeffrey A. Weinman, Esq., of Weinman & Associates, P.C., in
Denver, Colorado, acts as legal counsel to LSI Retail II, LLC and
Conifer Town Center, LLC.


LANDAUER HEALTHCARE: Panel Can Retain Deloitte as Fin'l Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Landauer
Healthcare Holdings, Inc. sought and obtained permission from the
U.S. Bankruptcy Court to retain Deloitte Financial Advisory
Services LLP as financial advisor.

The Panel attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

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.


LANTHEUS MEDICAL: S&P Lowers CCR to 'B-'; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Lantheus Medical Imaging Inc. to 'B-' from 'B'.
The outlook is negative.  Commensurate with the downgrade, S&P
lowered its issue-level rating on Lantheus' senior unsecured notes
to 'B-' from 'B'.  The recovery rating on the notes is unchanged
at '4', indicating S&P's expectation for average (30%-50%)
recovery in the event of payment default.

The downgrade follows EBITDA generation that has been weaker than
S&P expected, resulting in higher leverage and pressuring
liquidity.  Despite a return to normalized production over the
past year, pricing pressure has resulted in lower margins.  S&P
expects restructuring actions and full product supply will produce
some margin improvement over the next year, resulting in minimal
cash flow generation, although we still expect leverage to remain
high through 2014.

"The ratings on Lantheus reflect a 'vulnerable' business risk
profile characterized by small size and scale that makes it
particularly susceptible to customer pricing demands, a dependence
on third-party contract manufacturers, product concentration, and
a narrow business focus," said credit analyst Michael Berrian.
"We still view Lantheus' financial risk profile as 'highly
leveraged', but it is weaker in the category than previously.  The
residual effects from the outage and inability to raise prices
continue to compress margins despite cost-reduction efforts.  S&P
expects leverage of about 10x by the end of 2013 and EBITDA
coverage of interest of about 1x."

The negative outlook reflects S&P's belief that the competitive
challenges could disrupt our base case scenario.  Should operating
performance not improve over the next year, resulting in further
margin contraction, S&P believes Lantheus would deplete cash,
straining liquidity.

S&P could lower the rating if margins do not recover as it expects
and/or margin contraction occurs in key products DEFINITY or
Technelite.  This would result in negative cash outflows and
reduce the amount of on-hand cash, impairing liquidity to the
point where Lantheus' only source of liquidity would be its ABL.
Margins of 10% or less would contribute to this outcome.

S&P could revise the outlook to stable if it become confident that
the business has stabilized.  This would be evident by near-term
growth in revenues and margin expansion, at a minimum, to its base
case expectation of 14%.  At this point, Lantheus would generate
positive cash flow and preserve its liquidity position.


LATTICE INC: Robert Robotti Discloses 5.1% Equity Stake
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission on Oct. 31, 2013, Robert E. Robotti and his
affiliates disclosed that they beneficially owned 1,715,840 shares
of common stock of Lattice Incorporated representing 5.1 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/x8fSCS

                         About Lattice Inc.

Pennsauken, New Jersey-based Lattice Incorporated provides
telecommunications services to correctional facilities and
specialized telecommunication service providers in the United
States.

Lattice Incorporated disclosed a net loss of $570,772 on $10.77
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $6.06 million on $11.44 million of revenue for
the year ended Dec. 31, 2011.  The Company's balance sheet at
June 30, 2013, showed $5.09 million in total assets, $6.92 million
in total liabilities and a $1.82 million deficit attributable to
shareowners of the Company.

Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012.  The
independent auditors noted that the Company has a history of
operating losses, has a working capital deficit and requires
additional working capital to meet its current liabilities.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


LAUSELL INC: Court Confirms Amended Chapter 11 Plan
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico, on
Oct. 31, 2013, entered an order confirming Lausell Inc.'s Amended
Chapter 11 Plan dated June 3, 2013.

On Aug. 23, the Court approved the Disclosure Statement, allowing
the Debtor to begin solicitation of Plan votes.  As reported by
The Troubled Company Reporter, the Plan provides that holders of
allowed general unsecured claims (Class 6) in Lausell Inc. are
impaired and will recover 2% of their claim amount.  Payment of
the Class 6 Claims will come from the $50,000 carve-out to be
reserved from the proceeds of the sale of the Debtor's assets to
La Re.  La Re, as Purchaser, will provide a Cash payment to fund
the Plan sufficient to (i) settle in full the secured claims of
First Bank Puerto Rico and Citibank, N.A., for $5,600,000, in
Cash; (ii) and will assume certain of Debtor's debts for
$3,080,489, including the claim of Puerto Rico Industrial
Development Co. (Class 2).

In a separate ruling, the Court denied security holder Ernesto
Reyes Blassino's motion for extension of time to state his
position of "no signing the agreement".  On Oct. 17, the Debtor
filed an urgent motion to show cause directed to Mr. Reyes, for
him to show cause as to his failure to execute an agreement
reached by the Debtor, Mr. Reyes, his sisters Ligia Catalina and
Carmen, settling their differences.

According to the Debtor, Mr. Reyes' lack of compliance with the
agreement has placed at risk the loan to be obtained by La Re 2
Group, LLC from the Economic Development Bank of Puerto Rico,
which is the financing source for the consummation of the Debtor's
plan confirmed during the hearing of Sept. 30, 2013, with
disastrous consequences to the Debtor's estate and its creditors.

                       About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices,
in San Juan, Puerto Rico, serves as counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.

On Aug. 23, the Court approved the Disclosure Statement, allowing
the Debtor to begin solicitation of Plan votes.  Lausell Inc.'s
Disclosure Statement dated June 3, 2013, reveals that holders of
allowed general unsecured claims (Class 6) in Lausell Inc. are
impaired and will recover 2% of their claim amount.  Payment of
the Class 6 Claims will come from the $50,000 carve-out to be
reserved from the proceeds of the sale of the Debtor's assets to
La Re.  La Re, as Purchaser, will provide a Cash payment to fund
the Plan sufficient to (i) settle in full the secured claims of
First Bank Puerto Rico and Citibank, N.A., for $5,600,000, in
Cash; (ii) and will assume certain of Debtor's debts for
$3,080,489, including the claim of Puerto Rico Industrial
Development Co. (Class 2).


LAWRENCEVILLE WAREHOUSES: Case Summary & Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Lawrenceville Warehouses, Inc.
        5805 State Bridge Road, Suite G-422
        Johns Creek, GA 30097

Case No.: 13-74031

Chapter 11 Petition Date: November 4, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Hon. Barbara Ellis-Monro

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108
                  Email: geeslingm@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by William B. Allen, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb13-74031.pdf


LIC CROWN: Court Okays Use of Lenders' Cash Collateral
------------------------------------------------------
LIC Crown Mezz Borrower LLC, et al., sought and obtained authority
from the U.S. Bankruptcy Court for the Southern District of New
York to use cash collateral securing their prepetition debt from
U.S. Bank National Association, mortgage lender, and Factory Mezz
LLC as mezzanine lender.

As adequate protection against any diminution in value of the
Lenders' interest in the Prepetition Collateral, the Lenders will
be granted replacement liens on all of the right, title and
interest of the Debtors in the Collateral, as well as
superpriority adequate protection claim status, subject to a
Carve-Out.

The "Carve-Out" are (i) fees pursuant to 28 U.S.C. Sec.
1930(a)(6); (ii) fees payable to the clerk of the Bankruptcy
Court; (iii) pursuant to Section 726(b) of the Bankruptcy Code,
reasonable fees and expenses of a trustee that are incurred after
the conversion of the Chapter 11 Cases to cases under chapter 7 of
the Bankruptcy Code, in an amount not to exceed $50,000; (iv)
professional fees and expenses incurred by professionals by the
Debtors and the Creditors' Committee; and and (v) the $75,000.00
amount provided by Mezzanine Lender prior to the Petition Date for
the payment of Debtors' legal fees and expenses.

In their motion, the Debtors seek to use Cash Collateral for the
period from the Petition Date through the date which is the
earlier to occur of (a) December 31, 2013, or (b) a Termination
Declaration Date.

The Debtors are required to confirm the Prepackaged Chapter 11
Plan of Liquidation by Feb. 10, 2014.

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


LIGHTSQUARED INC: Continues Looking for Buyer
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Philip Falcone's LightSquared Inc. is continuing to
look for buyers to compete with the $2.22 billion cash offer from
Charlie Ergen's Dish Network Corp.

According to the report, the upcoming auction is part of the
process to determine which of competing reorganization plans is
worthy of bankruptcy court approval.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LONGVIEW POWER: Panel Wants Court to Determine Right to Use Cash
----------------------------------------------------------------
The Steering Group of secured lenders under the Credit Agreement
-- dated as of Feb. 28, 2007, as amended, entered among Longview
Power, LLC, Union Bank, N.A. (the collateral agent), and the other
parties thereto -- ask the Bankruptcy Court to determine whether
the Court has jurisdiction to determine the issues of (i) whether
the letters of credit are property of the Longview Power, LLC's
estate; and (ii) whether the Debtors have the right to draw down
on the letters of credit.

The Steering Group's response is in relation to these motions:

   i) Siemens Energy, Inc.'s motion for relief from the automatic
      stay to resume pending arbitration;

  ii) Kvaerner North American Construction Inc.'s omnibus opening
      brief in support of (1) motion for relief from the automatic
      stay; (ii) objection to the Debtors' proposed demand and
      draw on the letters of credit as property of the Longview
      Estate; and (iii) objection to the Debtors' use of the
      proceeds of the letters of credit as cash collateral;

iii) Foster Wheeler North America Corporation's motion to lift
      stay to compel pending arbitration to proceed in its
      entirety and for interim equitable relief maintaining status
      quo pending resolution of the arbitration issues;

  iv) memorandum of law in support of motion for preliminary
      injunction filed in the adversary proceeding by Kvaerner
      North American Construction Inc. against Longview Power,
      LLC;

   v) motion of Foster Wheeler North America Corporation for
      temporary restraining order and preliminary injunction;

  vi) limited objection of Kvaerner North American Construction
      Inc. to Debtors' motion for entry of interim and final
      orders authorizing postpetition use of cash collateral;
      and

vii) Foster Wheeler North America Corporation's objection to
      entry of a final order for use of cash collateral.

As reported in the Troubled Company Reporter on Oct. 25, 2013,
Longview Power urged a Delaware bankruptcy judge to overrule
opposition from contractors and let it draw on $59 million in
disputed letters of credit so it can finance repairs at its
troubled $2 billion coal plant.  According to a Law360 report,
Longview claims it has an "absolute right" to draw on the letters
of credit and contractors have no grounds to block access to those
funds, which the company needs to achieve its twin aims of fixing
the plant and restructuring its balance sheet.

                     About Longview Power LLC

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

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

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


LONGVIEW POWER: Wants Until Nov. 12 to File Schedules & Statements
------------------------------------------------------------------
Longview Power, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend until Nov. 12, 2013, the deadline
to file their schedules of assets and liabilities, schedules of
current income and expenditures, schedules of executory contracts
and unexpired leases, and statements of financial affairs.

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

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

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


LONGVIEW POWER: Sec. 341 Creditors' Meeting Set for Nov. 14
-----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Longview Power LLC on
Nov. 14, 2012, at 10:30 p.m.  The meeting will be held at J. Caleb
Boggs Federal Building, 844 King St., Room 5209, Wilmington,
Delaware.

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

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

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


LONGVIEW POWER: Hammers Out Loan and Chapter 11 Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Longview Power LLC, the owner of a 700-megawatt coal-
fired power plant in Maidsville, West Virginia, hammered out both
a $150 million loan agreement and a Chapter 11 reorganization plan
with holders of 60 percent of the $1 billion pre-bankruptcy
secured credit facility.

According to the report, assuming the loan is approved at a Nov.
20 hearing in U.S. Bankruptcy Court in Delaware, all existing
secured lenders will be able to participate in making the new
loan. In return for agreeing to make any part of the loan not
taken by other lenders, the so-called backstop group will get a 3
percent cash fee.

The lenders who make the loan will receive 10 percent of the stock
when Longview emerges from Chapter 11. If the funded portion of
the loan exceeds $100 million, the fee can rise as high as 15
percent, because the loan will convert to financing for the
reorganized company.

The proposed plan calls for the lenders, on account of their
existing debt, to receive as much as 90 percent of the stock of
the reorganized company.

Unsecured creditors will get an undetermined amount of cash, which
will be larger if the class votes in favor of the plan. The
lenders will waive their deficiency claims, thus not diluting
unsecured creditors' recoveries.

Contractors with disputed claims will be paid in cash if the court
determines they have valid mechanics' liens coming ahead of the
credit facility. Otherwise, contractors will be treated as
unsecured creditors.

The loan agreement requires Longview to file a reorganization plan
by Nov. 12, with approval by Dec. 22. The plan must be approved in
a confirmation order by Feb. 19.

The new loan must come ahead of all existing secured claims. Even
if contractors are assumed to have valid secured claims, Longview
contends, there is a so-called equity cushion sufficient to
justify subordinating the contractors' claims.

So far, disputes with contractors have hindered the company's
ability to obtain the right to use $59 million from a letter of
credit. Longview says cash will run out by mid-December absent the
new loan.

The company claims bankruptcy was the result of "design,
construction and equipment defects" in the plant that began
operations in December 2011.

The contractors don't agree. Kvaerner North America Construction
Inc. contends that Longview filed for Chapter 11 protection in
August to block an arbitration panel from ruling on whether there
could be a draw on the $59 million letter of credit originally
posted by Foster Wheeler North America Corp.

Along with Longview, affiliate Mepco Holdings LLC is in
bankruptcy. Where Longview owns the plant, Mepco owns four coal
mines in West Virginia.

The $2 billion cost of building the plant was paid with a $1
billion credit facility and $1 billion in equity from First
Reserve Corp. Including the credit facility, swaps, and hedges,
Longview has $1.1 billion in funded debt. Citicorp North America
Inc. is agent on the credit facility.

Annual revenue for Longview and Mepco is $255 million.

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

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

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


LORD & TAYLOR: S&P Withdraws B+ CCR on Acquisition Deal Completion
------------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including the 'B+' corporate credit rating, on New York City-based
Lord & Taylor Holdings LLC.  S&P withdrew the ratings at the
company's request after the acquisition of Saks by Hudson's Bay
Co. was completed.  S&P currently maintains its rating on Hudson's
Bay Co.


LORIAN INVESTMENT: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Lorian Investment Group, LLC
        P.O. Box 1055
        Cary, NC 27512

Case No.: 13-06783

Chapter 11 Petition Date: October 31, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Hon. Stephani W. Humrickhouse

Debtor's Counsel: Jason L. Hendren, Esq.
                  HENDREN & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: 919 573-1422
                  Fax: 919 420-0475
                  Email: jhendren@hendrenmalone.com

                       - and -

                  Rebecca F. Redwine, Esq.
                  HENDREN & MALONE, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: 919 420-0941
                  Fax: 919 420-0475
                  Email: rredwine@hendrenmalone.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Charles Rankin, manager.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nced13-6783.pdf


LOYALTY REWARDS: Court Dismisses Involuntary Chapter 11 Case
------------------------------------------------------------
On Oct. 29, 2013, the U.S. Bankruptcy Court for the Central
District of California entered an order dismissing the involuntary
Chapter 11 case filed against Loyalty Rewards LCC on July 26,
2011, for lack of prosecution and failure to appear pursuant to
Local Bankruptcy Rule 7041-1(a) and (b).

Timothy Andres of Fallbrook, California, filed an involuntary
Chapter 11 petition (Bankr. C.D. Cal. Case No. 11-20418) against
Loyalty Rewards LLC on July 26, 2011.  Mr. Andres said he is owed
$16,000 in unpaid fees.  Judge Theodor Albert presides over the
case.


MACCO PROPERTIES: NV Brooks Objects to Case Dismissal Bid
---------------------------------------------------------
NV Brooks Apartments, LLC, by and through Michael E. Deeba,
Trustee of Macco Properties, Inc., owner/member/manager of Debtor,
objects to the Motion for Voluntary Dismissal of Jointly
Administered Bankruptcy Cases, filed by Lew S. McGinnis and
Jennifer Price on September 26, 2013.

In support of its objection, NV Brooks Apartments stated that on
September 10, 2013, the United States Trustee filed a Motion to
Convert the Macco Properties, Inc. bankruptcy case and the NV
Brooks Apartments, LLC bankruptcy case to liquidation cases under
Chapter 7 of the Bankruptcy Code.

The Debtor said it would be in the best interests of creditors and
these bankruptcy estates to allow these cases to be converted to
Chapter 7, and thus provide for the orderly and continuing
liquidation of the remaining assets, which include a bad faith
insurance action in the NV Brooks Apartments LLC case, and the
distribution of estate funds in these bankruptcy cases as provided
for under the U.S. Bankruptcy Code.

The Debtor said that currently there are not sufficient assets in
the NV Brooks Apartments case to pay off creditors of that estate
in full.

NV Brooks Apartments said the Trustee of Macco Properties, Inc. is
currently preparing to commence litigation against First Specialty
Insurance Corporation for failure to pay damage claims of the
estate.  If this action is successful, it should result in
sufficient funds to pay the creditors of NV Brooks Apartments in
full.

Additionally, Macco Properties, Inc. has been sued by First
Specialty Insurance Corporation in the County of New York, State
of New York.  Macco Properties, Inc. is in the process of
responding to this lawsuit.  Additionally, Macco Properties, Inc.
and NV Brooks Apartments, LLC, intend to pursue an action against
First Specialty Insurance Corporation for the violation of the
automatic stay in these bankruptcy cases.

NV Brooks Apartments wants the Court to (1) deny the motion to
dismiss filed by McGinnis and Price, (2) permit these cases to be
converted to Chapter 7 as requested in the motion of the U.S.
Trustee, and (3) award such other and further relief as is just
and equitable.

The Official Unsecured Creditors' Committee also objects to the
dismissal of the case, saying it would put prior management back
in control, under any set of facts or circumstances.  The parties
have witnessed what happens when Ms. Price and Mr. McGinnis are in
control of Macco Properties, Inc. or this and other bankruptcy
estates.  The Committee supports the conversion of this case to
one under Chapter 7 as in the best interest of the creditors and
to allow a partial distribution to unsecured creditors.

The Committee also said any proposal or plan by Ms. Price and Mr.
McGinnis to condition dismissal on payment of the unsecured
creditors would be fraught with the repeated delays experienced
with Ms. Price and Mr. McGinnis in every stage of this case,
including the global transaction, every closing and the disclosure
statement for a plan of reorganization.

In this case, there only remain unsecured creditors and
administrative professional claims.  The funds on hand appear
sufficient to fully pay all unsecured and administrative creditors
in full, with an excess remaining to return to the equity holder.

The Committee asserts that a conversion to Chapter 7 is in the
best interests of creditors primarily to allow a partial
distribution to be made to the unsecured creditors promptly
following conversion.

The Committee requests the Court enter an Order denying the Motion
to Dismiss and converting this case to a case under Chapter 7, and
either (1) direct the Chapter 7 Trustee to, promptly following
conversion and appointment, seek Court approval under 11 U.S.C.
Sec. 726 to make a partial distribution of 90% to unsecured
creditors; or (2) continue the existence of the Committee during
the Chapter 7 until such time as a partial distribution of 90% has
been made to unsecured creditors, and for such other and further
relief as the Court deems just and equitable.

Attorney for Debtor NV Brooks can be reached at:

         Kevin M. Coffey, Esq.
         HARRIS & COFFEY, PLLC
         435 N. Walker, Suite 202
         Oklahoma City, OK 73102
         Tel: 405-235-1497
         Fax: 405-606-7446
         E-mail: kevin@harrisandcoffey.com

Attorney for the Creditors' Panel can be reached at:

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

                    About Macco Properties

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

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

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

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

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

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

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


MEDICAL SPECIALTIES: Moody's Rates $170MM Sr. Sec. Credit 'B3'
--------------------------------------------------------------
Moody's Investors Service assigned ratings to Medical Specialties
Distributors, LLC ("MSD"), including a B3 Corporate Family Rating,
Caa1-PD Probability of Default Rating and a B3 rating on the
proposed $170 million senior secured credit facilities. The rating
outlook is stable.

The proceeds of the debt issuance, along with a significant equity
contribution, will be used to fund the acquisition of the company
by New Mountain Capital, LLC.

The following ratings were assigned:

Corporate Family Rating at B3

Probability of Default Rating at Caa1-PD

$30 million senior secured revolver at B3 (LGD 3, 36%)

$140 million senior secured term loan at B3 (LGD 3, 36%)

All ratings assigned are subject to Moody's review of final
closing documents.

Rating Rationale:

MSD's B3 Corporate Family Rating reflects its relatively small
revenue base and low operating margin, considerable leverage and
modest free cash flow. In addition, the rating incorporates the
company's limited business line diversity and high concentration
in its supplier and customer base, which remains very fragmented
and makes it susceptible to new competition. Also, while MSD's
direct exposure to Medicare reimbursement cuts is limited, margins
could be negatively affected if MSD's customers attempt to exert
pricing pressures to offset their loss of revenue. Positive rating
consideration is given to the company's long standing
relationships with customers, in part due to its well-established
niche position in HIT(home infusion therapy) distribution
business. Also, Moody's expects that the home infusion therapy
industry will continue to grow in the medium term.

The stable outlook reflects Moody's expectation that MSD will be
able to maintain its market position in the HIT distribution
business while achieving modest EBITDA growth in the next 12-18
months. The outlook also anticipates that MSD will generate modest
free cash flow and that credit metrics will improve gradually.

The ratings could be upgraded if MSD were able to meaningfully
increase its scale, improve its business diversity, and expand
operating margin and free cash flow sustainably. Additionally,
sustained adjusted leverage below 4.0 times would be needed to
support a ratings upgrade.

The ratings could be downgraded if the company's free cash flow is
negative on a sustained basis, or if its liquidity profile
weakens. The ratings could also be downgraded if operating results
deteriorate, for example from a loss of major customers or
suppliers. In addition, the ratings could be lowered if debt to
EBITDA increases materially due to operating performance
deterioration, debt-funded acquisitions or shareholder
initiatives.

Medical Specialties Distributors, LLC ("MSD" ) provides nation-
wide alternate site infusion therapy solutions, including
products, distribution services, biomedical services and
technology solutions to the Home Infusion Therapy ("HIT") and
oncology markets.


MEDIA GENERAL: Incurs $14.6 Million Net Loss in Third Quarter
-------------------------------------------------------------
Media General, Inc., reported a net loss of $14.61 million on
$78.48 million of station revenue for the three months ended
Sept. 30, 2013, as compared with a net loss of $30.33 million on
$93.75 million of station revenue for the period ended Sept. 23,
2013.

For the nine months ending Sept. 30, 2013, the Company reported a
net loss of $48.45 million on $234.44 million of station revenue
as compared with a net loss of $211.05 million on $251.06 million
of station revenue for the period ending Sept. 23, 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$749.87 million in total assets, $967.06 million in total
liabilities and a $217.18 million stockholders' deficit.

George L. Mahoney, president and chief executive officer of Media
General, said, "Consistent with our guidance, Core Local and
National gross time sales increased 7.6% in this year's third
quarter, excluding the impact of 2012 Summer Olympics advertising
revenue.  Digital revenue in the quarter grew 21% this year, an
acceleration over the solid growth rates we achieved in the first
half of the year.

"Our retransmission revenues in the third quarter were $13.2
million, compared with $9.4 million last year, an increase of
41%," said Mr. Mahoney.  "Although this figure was impacted
somewhat as a result of the absence, beginning on July 1, of a
planned increase in the rates paid by DISH, we're very pleased
with this growth.

"Moreover, total operating costs decreased by approximately $1
million, or 1.3%, in this year's third quarter.  This decrease
reflected a $4.3 million reduction in corporate and other
expenses, partially offset by a $2.3 million increase in station
operating costs and $1.2 million of merger-related expenses.
Broadcast cash flow in the current quarter increased 21% from the
preceding odd year of 2011, to $23 million this year, compared
with $19 million in the third quarter of 2011, and our broadcast
cash flow margin also improved over the same period in 2011," said
Mr. Mahoney.

"Media General looks forward to completing our merger with Young
Broadcasting.  We've worked actively with Young management for the
past several months to ensure a smooth transition.  On November 7,
2013, we will hold a Special Shareholders Meeting to consider and
vote on matters necessary to complete the merger.  Assuming the
FCC has approved our license transfers before our shareholders
meeting, we plan to close the transaction very shortly
thereafter," said Mr. Mahoney.

A copy of the press release is available for free at:

                         http://is.gd/iLesk8

                         About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

                           *     *     *

As reported by the Troubled Company Report on July 10, 2013,
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc.

In the July 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Richmond,
Va.-based local TV broadcaster Media General Inc. to 'B+' from
'B'.  "The rating action reflects the improvement in discretionary
cash flow from the refinancing and our expectation that trailing-
eight-quarter leverage will remain at 6x or below over the
intermediate term," said Standard & Poor's credit analyst Daniel
Haines.


MF GLOBAL: Judge Approves 100% Payback to Customers
---------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that a bankruptcy judge on Tuesday cleared MF Global Inc. to pay
back 100% of the money owed to its U.S. and overseas commodity
customers, a watershed moment in the collapsed brokerage firm's
Chapter 11 case.

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MF GLOBAL: Corzine Contends Suit Barred by Business Judgment Rule
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jon Corzine and two other former senior executives of
MF Global Holdings Ltd. filed papers contending that the
creditors' lawsuit against them must be dismissed because they are
protected by Delaware's business judgment rule.

According to the company officers, executives can't be sued for
bad judgment, the report related.  They point out how outside
consultants endorsed MF Global's business strategy.

The executives believe the bankruptcy judge can dismiss the
lawsuit because the complaint is insufficient on its face. There
is no need for a trial or resolution of disputed facts, they
argue.

The lawsuit is Tavakoli v. Corzine (In re MF Global Holdings
Ltd.), 13-bk-01333, U.S. Bankruptcy Court, Southern District of
New York (Manhattan).

                          About MF Global

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

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

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

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

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

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

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

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

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

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

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


MGM RESORTS: Incurs $31.8 Million Net Loss in Third Quarter
-----------------------------------------------------------
MGM Resorts International reported a net loss attributable to the
Company of $31.85 million on $2.46 billion of revenues for the
three months ended Sept. 30, 2013, as compared with a net loss
attributable to the Company of $181.15 million on $2.25 billion of
revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributable to the Company of $118.27 million on
$7.29 billion of revenues as compared with a net loss attributable
to the Company of $543.86 million on $6.86 billion of revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$25.65 billion in total assets, $17.83 billion in total
liabilities and $7.82 billion in total stockholders' equity.

"I am pleased to report another solid quarter with double digit
EBITDA growth and increased margins, led by strength at MGM China
and our Las Vegas Strip properties," said Jim Murren, MGM Resorts
International Chairman and CEO.  "These results are reflective of
the continued market share gains from programs such as M life and
our focus on international marketing strategies combined with our
best in class collection of resorts and amenities."

A copy of the press release is available for free at:

                        http://is.gd/CvO26j

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50 percent
investments in four other properties in Nevada, Illinois and
Macau.

MGM Resorts reported a net loss attributable to the Company of
$1.76 billion in 2012 as compared with net income attributable to
the Company of $3.11 billion in 2011.

                         Bankruptcy Warning

"We have a significant amount of indebtedness maturing in 2015 and
thereafter.  Our ability to timely refinance and replace such
indebtedness will depend upon the foregoing as well as on
continued and sustained improvements in financial markets.  If we
are unable to refinance our indebtedness on a timely basis, we
might be forced to seek alternate forms of financing, dispose of
certain assets or minimize capital expenditures and other
investments.  There is no assurance that any of these alternatives
would be available to us, if at all, on satisfactory terms, on
terms that would not be disadvantageous to us, or on terms that
would not require us to breach the terms and conditions of our
existing or future debt agreements."

"Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior credit facility or the
indentures governing our other debt could adversely affect our
growth, our financial condition, our results of operations and our
ability to make payments on our debt, and could force us to seek
protection under the bankruptcy laws."

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MILAGRO OIL: Cancels Private Exchange Offer
-------------------------------------------
Milagro Oil & Gas Inc.'s previously announced private exchange
offer and consent solicitation relating to its 10.500 percent
Senior Secured Second Lien Notes due 2016 was terminated.

                         About Milagro Oil

Milagro Oil & Gas, Inc., is an independent energy company based in
Houston, Texas that is engaged in the acquisition, development,
exploitation, and production of oil and natural gas.  The
Company's historic geographic focus has been along the onshore
Gulf Coast area, primarily in Texas, Louisiana, and Mississippi.
The Company operates a significant portfolio of oil and natural
gas producing properties and mineral interests in this region and
has expanded its footprint through the acquisition and development
of additional producing or prospective properties in North Texas
and Western Oklahoma.

Deloitte & Touche LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company is not in compliance with certain covenants of its 2011
Credit Facility, and all of the Company's debt is classified
within current liabilities as of Dec. 31, 2012.  The Company's
violation of its debt covenants, combined with its financing needs
and negative working capital position, raise substantial doubt
about its ability to continue as a going concern.

Milagro Oil disclosed a net loss of $33.39 million in 2012, a net
loss of $23.57 million in 2011 and a net loss of $70.58 million in
2010.  As of June 30, 2013, the Company had $483.83 million in
total assets, $449.08 million in total liabilities, $236.26
million in redeemable series A preferred stock, and a $201.51
million total stockholders' deficit.

                         Bankruptcy Warning

"The Company is currently exploring a range of alternatives to
reduce indebtedness to the extent necessary to be in compliance
with the leverage ratio and interest coverage ratio.  Alternatives
that were considered include using cash flow from operations or
issuances of equity and debt securities, reimbursements of prior
leasing and seismic costs by third parties who participate in our
projects, and the sale of interests in projects and properties.
As another alternative, the Company has launched a private
exchange offering to exchange a portion of the Notes for equity,
cash and new notes.  If a minimum principal amount of at least
$237.5 million of the outstanding principal amount of the Notes
are not tendered (excluding any such Notes validly withdrawn) in
the Exchange Offer, the conditions to the Exchange Offer will not
have been achieved and the Company will be unable to consummate
the restructuring.  As a result, the lenders under the 2011 Credit
Facility may accelerate their debt, which would also cause a
default and acceleration of the debt under the Notes, all of which
will have a material adverse effect on our liquidity, business and
financial condition and may result in the Company's bankruptcy or
the bankruptcy of its subsidiaries," the Company said in its
quarterly report for the period ended June 30, 2013.

                           *     *     *

As reported by the TCR on May 24, 2013, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Houston-
based Milagro Oil & Gas Inc. to 'CC' from 'CCC-'.

"We lowered the corporate credit and senior unsecured ratings to
'CC' to reflect the potential for a selective default on Milagro's
$250 million 10.5% senior secured notes due 2016, due to certain
aspects of the company's exchange offer that would constitute a
distressed exchange under our criteria," said Standard & Poor's
credit analyst Christine Besset.


MOBCLIX: Files Voluntary Chapter 7 Bankruptcy Petition in Delaware
------------------------------------------------------------------
Velti plc on Nov. 4 disclosed that its wholly-owned subsidiary
Mobclix has filed a voluntary petition under Chapter 7 of the U.S.
Bankruptcy Code to initiate an orderly wind-down of the business.

The Chapter 7 petition was filed on Nov. 4 with the U.S.
Bankruptcy Court for the District of Delaware.  The wind-down will
be administered under the oversight of a Court-appointed trustee.
Additional information on the process can be obtained through the
Court.

Mobclix is the only Velti business that will cease operations.
Velti also announced today the Chapter 11 filing for Velti's other
U.S. operations in conjunction with a sale of various Velti
entities.  All other Velti operations outside of the U.S. are
continuing operations as usual.

Mobclix is the largest mobile ad exchange for app developers,
offering in-app advertising and monetization.


MOSS FAMILY: May Use Cash Collateral Until Dec. 31
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
signed off on an agreed order extending the interim order
authorizing Moss Family Limited Partnership and Beachwalk, L.P.'s
use of lender Fifth Third Bank's cash collateral.

By agreement of the Debtor and the lender, the terms of the
interim order are extended until Dec. 31, 2013, at 11:59 p.m.,
with the understanding that the lender has not yet approved the
proposed 2013 budget presented by the Debtor, but has allowed the
Debtors to operate under the 2013 budget.

All other terms and conditions of the second interim order remain
in full force and effect and are unaltered by the agreed order.

A further hearing on the motion to use cash collateral will be
held Dec. 10, at 1:30 p.m.

Sheila A. Ramacci, Esq., of Freeland $ Associates, P.C., represent
the Debtors.  Mark Adey, Esq., at Barnes & Thornburg LLP,
represents Fifth Third Bank.

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter
11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on
July 17, 2012.  Judge Harry C. Dees, Jr., presides over the case.
Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C.,
represents the Debtors.  Moss Family disclosed $6,609,576 in
assets and $6,299,851 in liabilities as of the Chapter 11 filing.


MOSS FAMILY: Plan Outline Hearing Continued Until Dec. 10
---------------------------------------------------------
According to court minutes posted on the case docket of Moss
Family Limited Partnership and Beachwalk, L.P., the U.S.
Bankruptcy Court for the Northern District of Indiana continued
until Dec. 10, 2013, at 1:30 p.m., the hearing to consider
adequacy of the Disclosure Statement explaining the Debtors' Plan
of Reorganization dated Sept. 5, 2013.

As reported in the Troubled Company Reporter on Sept. 13, 2013,
the Plan provides for this treatment of claims against and
interest in the Debtors:

     1. The allowed claim of Fifth Third ($1,726,698) will be
        satisfied from the sale of any or all parcels of the
        marketed real estate via auction.

     2. The allowed claim of Horizon ($1,122,743) will be
        satisfied by surrendering the real estate to Horizon by
        way of deeds in lieu; and the Debtors will retain the real
        estate with the remaining debt.

     3. Unsecured claims will be fully paid and satisfied by use
        of the proceeds from the sale of LaPorte Judgment Lien
        Property.  From the sale of every LaPorte Judgment Lien
        property, 20% of the net proceeds will be paid into an
        escrow account to be held and disbursed to unsecured
        creditors annually on a pro rata basis of unsecured claims
        until the time as the claims are paid in full, without
        interest.

     4. Prepetition interest in the Debtors will be retained
        by the holders of the same subject to the provisions
        of the Plan.  Each interest holder of both Debtors will
        receive 1/2 of the percentage they held in the prepetition
        Debtors in the reorganized consolidated Debtor.

The Plan will be executed by the substantive consolidation of the
Debtors' assets and liabilities.

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

                         About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-
32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides over
the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.


NASSAU TOWER: Court Okays Hiring of Coldwell Banker as Realtor
--------------------------------------------------------------
Nassau Tower Realty LLC sought and obtained authorization from the
U.S. Bankruptcy Court for the District of New Jersey to employ
Coldwell Banker Preferred and Joseph Leone as realtor.

The professional services Coldwell Banker will render include:

   (a) real estate brokerage services;

   (b) conduct showings of properties;

   (c) attendance at inspections;

   (d) performance of due diligence;

   (e) attendance at closing; and

   (f) performance of services for the Debtor as may be
       necessary to effectuate the real estate closings.

Coldwell Banker and Joseph Leone listed and secured a buyer for
2457 Perikomen Avenue, Reading, PA 19606 and 2456 Grant Street,
Reading, PA 19606.  The commission for this listing is 6% of the
contract sale price less $2,500.

Joseph Leone 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.

Coldwell Banker can be reached at:

       Joseph Leone
       COLDWELL BANKER PREFERRED
       686 Dekalb Pike
       Blue Bell, PA 19422
       Tel: (215) 641-2727
       Fax: (888) 202-9366
       E-mail: jleone@cbpref.com

                      About Nassau Tower

Princeton, N.J.-based Nassau Tower Realty, LLC, filed for
Chapter 11 relief on (Bankr. D. N.J. Case No. 13-24984) on July 9,
2013.  The Hon. Judge Michael B. Kaplan presides over the case.
Paul Maselli, Esq., and Kimberly Pelkey Sdeo, Esq., at Maselli
Warren, P.C., represent the Debtor as counsel.  The Debtor
estimated assets of $10 million to $50 million and debts of
$10 million to $50 million.

The Debtor is the owner of 17 parcels of real estate.  It owns
13 parcels in New Jersey, 3 parcels in Pennsylvania, one parcel in
Maine.  Most of the properties generate income in the form of
rents paid by tenants.

The petition was signed by Louis Mercatanti, officer of Nassau
Holdings, Inc.


NATIONAL ENVELOPE: Utility Rule Gives Reason to File in Delaware
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that industrial businesses got another reason to file for
Chapter 11 reorganization in Delaware or New York when a
bankruptcy judge in Wilmington, following courts in Manhattan,
ruled that electricity is not "goods."

According to the report, deciding whether electric utilities
provide goods is important because courts around the country
differ on how utility bills are treated in Chapter 11 and picking
a court with a favorable perspective can save a debtor large sums
of money when those bills are substantial.

If electricity doesn't qualify as goods, a bankrupt business isn't
required to pay a utility in full for electric service three weeks
before bankruptcy, according to a Nov. 1 decision by U.S.
Bankruptcy Judge Christopher Sontchi in Delaware.  He also
concluded that only part of a utility's billing for natural-gas
service falls within the category of goods that must be paid in
full.

The Westfield Gas & Electric Light Department went before the
judge seeking to compel National Envelope to immediately pay
$93,300 for gas and power supplied with 20 days of bankruptcy.
The utility's demand was based on Section 503(b)(9) of the U.S.
Bankruptcy Code, which in substance requires bankrupts to pay
suppliers in full for "goods" received in the 20-day period before
bankruptcy.

Judge Sontchi concluded that electricity isn't a good, thus giving
the utility only a general, unsecured pre-bankruptcy claim paying
perhaps pennies on the dollar.  Adding insult to injury, Judge
Sontchi ruled that the utility's legitimate claim for $78 in
natural gas needn't be paid immediately.

The Delaware judge's 43-page opinion surveys how other courts
throughout the U.S. approach the question.  While they are divided
on the issue, he concluded that electricity constitutes goods only
if it's "movable at the time of identification," applying concepts
derived from the Uniform Commercial Code's definition of goods.

"There must be a period between when the electricity is identified
and consumed," he said.  "The period between identification and
consumption must be meaningful," not instantaneous, as it is with
the delivery of electricity, he said.

So, he concluded, the utility wasn't entitled to full payment for
pre-bankruptcy electricity.

Although Judge Sontchi agreed that natural gas is goods, he said
the bill must be apportioned between the amount for the gas itself
and for services such storage and delivery, which aren't goods.

Judge Sontchi concluded by saying the utility was only entitled to
full payment of $78 in natural gas delivered just before
bankruptcy.

An insolvent industrial company that's a heavy user of electricity
might find New York an equally attractive venue for bankruptcy
because U.S. Court of Appeals there also ruled that electricity is
not goods, Judge Sontchi said.

                        About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in
bankruptcy financing being supplied by Salus Capital Partners LLC.

Judge Sontchi authorized three buyers to acquire Frisco, Texas-
based National Envelope's business for a total of about $70
million.  Connecticut-based printer Cenveo Inc. acquired National
Envelope's operating assets for $25 million, Hilco Receivables LLC
picked up accounts receivable for $25 million and Southern Paper
LLC took on its inventory for $15 million.


NEPHROS INC: Recalls POU and DSU in-line Ultrafilters
-----------------------------------------------------
Nephros, Inc., has initiated voluntary recalls of its point of use
(POU) and DSU in-line ultrafilters used in hospital water
treatment applications.

Nephros initiated this voluntary recall of these POU filters
because the Food and Drug Administration (FDA) informed the
company that promotional materials for these non-medical water
filtration products were determined to promote claims which
constitute marketing the product as a medical device.

In addition, Nephros has received reports from one customer of
high bacterial counts that may be associated with the breakage of
fiber in four filters.  According to the reports received, one
death and one infection may have occurred due to the failure mode
associated with this voluntary recall.  Investigation into these
reports is ongoing.  Prior to receiving the complaints mentioned
previously, Nephros had received 29 additional complaints of high
bacterial counts that may be associated with the breakage of
filter fiber, since it began marketing the products.  There have
been no reports of adverse events associated with these 29
complaints.

Nephros is recalling all production lots of these POU filters, and
is also requesting that customers remove and discard certain
labeling/promotional materials for the products.

Nephros initiated this voluntary recall of the DSU in-line
ultrafilter because the FDA informed the company that promotional
materials for these non-medical water filtration products were
determined to promote claims which constitute marketing the
product as a medical device.

Nephros is requesting that customers remove and discard certain
labeling/promotional materials for the product.

These voluntary recalls do not affect Nephros dialysis products.

                           About Nephros

River Edge, N.J.-based Nephros, Inc., is a commercial stage
medical device company that develops and sells high performance
liquid purification filters.  Its filters, which it calls
ultrafilters, are primarily used in dialysis centers and
healthcare facilities for the production of ultrapure water and
bicarbonate.

As of June 30, 2013, the Company had $2.88 million in total
assets, $2.04 million in total liabilities and $841,000 in total
stockholders' equity.

Rothstein Kass, in Roseland, New Jersey, expressed substantial
doubt about Nephros, Inc.'s ability to continue as a going
concern, following its audit of the Company's financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred negative cash flow from operations
and net losses since inception.


NET TALK.COM: Incurs $1.2 Million Net Loss in Second Quarter
------------------------------------------------------------
Net Talk.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
and comprehensive loss of $1.25 million on $1.44 million of total
revenue for the three months ended June 30, 2013, as compared with
a net loss and comprehensive loss of $7 million on $1.49 million
of total revenue for the same period a year ago.

For the six months ended June 30, 2013, the Company reported a net
loss and comprehensive loss of $2.85 million on $2.99 million of
total revenue as compared with a net loss and comprehensive loss
of $10.51 million on $2.55 million of total revenue for the same
period during the prior year.

The Company's balance sheet at June 30, 2013, showed $4.76 million
in total assets, $25.02 million in total liabilities, $5 million
in redeemable preferred stock, and $25.25 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 $1,250,248
and $2,856,106 during the three and six months ended June 30,
2013, and operating losses of $7,006,283 and $10,512,295 during
the three and six months ended June 30, 2012, respectively.  The
company is also highly leveraged with $15,830,210 in senior
debentures, $524,087 in demand notes, $300,000 in secured
promissory notes and $1,400,000 in mortgage debt.  In addition,
during the six months ended June 30, 2013 and 2012, we used cash
of $970,283 and $2,962,611, 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 the Form
10-Q.

"We have never sustained profits and our losses could continue.
Without sufficient additional capital to repay our indebtedness,
we may be required to significantly scale back our operations,
significantly reduce our headcount, seek protection under the
provisions of the U.S. Bankruptcy Code, and/or discontinue many of
our activities which could negatively affect our business and
prospects.  Our current capital raising efforts may not be
successful in raising additional capital on favorable terms, or at
all," the Company added.

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


OCEAN 4660: Chapter 11 Trustee Hires Prakas as Expert Witness
-------------------------------------------------------------
Maria M. Yip, the Chapter 11 trustee of Ocean 4660 LLC, asks
permission from the U.S. Bankruptcy Court for the Southern
District of Florida to employ A. Tom Prakas and The Prakas Group,
Inc. as expert witness in connection with El Mar Associates, Inc.
adversary proceeding.

Trustee Yip has consulted with Prakas, and is advised and believes
that his testimony concerning the terms of the Purported Lease
will provide a material benefit to this estate by supporting the
claims brought by Trustee Yip against El Mar in the El Mar
Adversary.  As a result, Trustee Yip believes that retention of
Prakas is in the best interest of the estate and its creditors.

Prakas will be compensated $3,000 for inspection of the Property
and preparation of expert report.  $250 per hour for any
depositions and court appearances, with travel billed at a rate of
$125 per hour.

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

A. Tom Prakas, owner of The Prakas Group, Inc., 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.

Prakas can be reached at:

       Athan "Tom" Prakas
       THE PRAKAS GROUP, INC.
       1800 NW 1st Court
       Boca Raton, FL 33432
       Tel: (561) 368-0003
       E-mail: tom@prakascompany.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.


OHC/PARK MANOR: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: OHC/Park Manor, Ltd.
        1610 South 31st Street, No. 136
        Temple, TX 76504

Case No.: 13-60964

Chapter 11 Petition Date: October 31, 2013

Court: United States Bankruptcy Court
       Western District of Texas (Waco)

Judge: Hon. Ronald B. King

Debtor's Counsel: Edwin P. Keiffer, Esq.
                  WRIGHT GINSBERG BRUSILOW P.C.
                  325 N. St. Paul Street, Ste. 4150
                  Dallas, TX 75201
                  Tel: 214-651-6517
                  Fax: 214-744-2615
                  Email: pkeiffer@wgblawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

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


ONCURE HOLDINGS: Nov. 25 Set as Administrative Claims Bar Date
--------------------------------------------------------------
Oncure Holdings, Inc., et al., notified the U.S. Bankruptcy Court
for the District of Delaware that the Effective Date of their Plan
of Reorganization dated Aug. 22, 2013, (as amended, modified or
supplemented) occurred on Oct. 25.

The Court also set Nov. 25, 2013, at 5 p.m., as the deadline by
which holders of administrative claims must file proofs of
administrative claim against the Debtors.

As reported in the Troubled Company Reporter on Oct. 30, 2013,
OnCure Holdings emerged from Chapter 11 bankruptcy protection
after selling its assets to Radiation Therapy Services Inc. in a
deal valued at $125 million.  The TCR on Oct. 8, 2013, reported
that OnCure Holdings won court approval of its plan.  Radiation
Therapy agreed to pay $42.5 million in cash and guarantee $82.5
million in new notes under the restructuring plan approved by U.S.
Bankruptcy Judge Kevin Gross at an Oct. 3 hearing in Wilmington,
Delaware.

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

                        About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  Bradford C. Burkett signed the
petition as CEO.

On the Petition Date, the Debtors disclosed total assets of
$179,327,000 and total debts of $250,379,000.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP, in New York, serve as the Debtors' lead bankruptcy
counsel.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, serves as the Debtors' local
Delaware counsel.  Kurtzman Carson Consultants is the claims and
notice agent.  Match Point Partners LLC provides management
services to OnCure.


PACIFIC AUTO WRECKING: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Pacific Auto Wrecking Inc.
        PO Box 206
        Pacific, WA 98047

Case No.: 13-46873

Chapter 11 Petition Date: October 31, 2013

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Hon. Paul B. Snyder

Debtor's Counsel: Thomas L Dickson, Esq.
                  DICKSON STEINACKER LLP
                  1201 Pacific Ave Ste 1401
                  Tacoma, WA 98402
                  Tel: 253-572-1000
                  Email: tdickson@dicksonlegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Scott Haymond, president.

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


PATRIOT COAL: Files Third Amended Plan and Disclosure Statement
---------------------------------------------------------------
Patriot Coal Corp., et al., filed Monday a disclosure statement
for the Debtors? Third Amended Joint Chapter 11 of Reorganization
dated Nov. 4, 2013.

The hearing to on confirmation of the Plan is tentatively
scheduled for Dec. 17, 2013, at 9:00 a.m.  The hearing to approve
the disclosure statement is scheduled for Nov. 6, 2013, at
10:00 a.m.

A copy of the Disclosure Statement for the Third Amended Joint
Plan is available at:

         http://bankrupt.com/misc/patriotcoal.doc4928.pdf

A copy of the Third Amended Joint Plan is available at:

         http://bankrupt.com/misc/patriotcoal.doc4927.pdf

                        About Patriot Coal

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

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

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 26, 2013.


PRESTIGE REALTY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Prestige Realty Corp
        1299 Jerome Ave
        Bronx, NY 10456

Case No.: 13-13578

Chapter 11 Petition Date: November 4, 2013

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

Judge: Hon. Shelley C. Chapman

Debtor's Counsel: Pro Se

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Janet Bhoopsingh, president.

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


PERIMETER PLAZA: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Perimeter Plaza Development, LLC
        PO Box 928
        Ellaville, GA 31806

Case No.: 13-11580

Chapter 11 Petition Date: November 4, 2013

Court: United States Bankruptcy Court
       Middle District of Georgia (Albany)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  KATZ, FLATAU, POPSON AND BOYER, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: 478-742-6481
                  Email: wjboyer_2000@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by William Dale Hunter, authorized
individual.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/gamb13-11580.pdf


PRM FAMILY: Has Authorization to Use Cash Collateral Until Nov. 17
------------------------------------------------------------------
The Bankruptcy Court issued a corrected order that authorized PRM
Family Holding Company, L.L.C., et al.'s continued use of cash
collateral until Nov. 17, 2013.

Bank of America, N.A., as administrative agent and lender under
the Amended and Restated Credit Agreement dated July 1, 2011, had
consented to the continued use of cash collateral.

The Court will consider further access to cash collateral at a
status hearing scheduled for Nov. 13 and Dec. 3.

As reported in the Troubled Company Reporter on Oct. 22, 2013, the
Debtors sought continued use of cash collateral, through Jan. 4,
2014, to permit them to operate and reorganize.

At the onset of the case, the Debtors filed an emergency motion
for interim use of cash collateral and setting final hearing.  At
that time, Bank of America objected to the Debtors' request.

In a separate filing, the Court set a hearing on Dec. 3
evidentiary hearing on valuation of BofA's collateral.

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PROMMIS HOLDINGS: Wants Plan Filing Period Extended Until Jan. 14
-----------------------------------------------------------------
Prommis Holdings, LLC, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the Debtors' exclusive periods
to file and obtain acceptances of a Plan until Jan. 14, 2014, and
March 17, 2014, respectively.

The Debtors explain: "At this juncture in their cases, the Debtors
believe that it is highly prudent, and appropriate from a cost-
benefit standpoint, to seek a further extension of the Exclusive
Periods.  Under the circumstances of these cases, the plan process
could only begin in earnest after the highly expedited sales
processes and related transactional and litigation matters
concluded.  The cases to date have been marked almost exclusively
by consensus and dealmaking among the Debtors' key stakeholders as
to how to proceed and how to conclude the cases.  However, over
the last 45 days, the Debtors have become embroiled in litigation
with Cypress Innovations, Inc. -- the purchaser in the last of the
four sale transactions in these cases.  Despite this new
interruption, it remains the Debtors' intention to move the plan
process forward promptly, and in that connection, the extensions
requested herein will allow the plan process to move forward
without the risk of the substantial additional costs and
disruption that could follow an expiration of either of the
Exclusive Periods."

The Debtors request that the Court extend the Exclusive Periods
and set all of the Debtors' cases on the same plan track by
establishing the same Exclusive Periods for all of the cases.

This is the EC Debtors' first request for an extension of the
Exclusive Periods, and is the Prommis Debtors' second request for
such an extension.

                     About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.

Three subsidiaries -- EC Closing Corp., EC Closing Corp. of
Washington, and EC Posting Closing Corp. -- sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11619 to 13-11621) on
June 25, 2013.

Prommis Holdings estimated assets between $10 million and $50
million and debts between $50 million and $100 million.  Prommis
Solutions, LLC, a debtor-affiliate disclosed $18,488,803 in assets
and $260,232,313 in liabilities as of the Chapter 11 filing.

Judge Brendan Linehan Shannon presides over the case.  Steven K.
Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as
the Debtors' counsel, while David S. Meyer, Esq., at Kirkland &
Ellis LLP serves as co-counsel.  The Debtors' restructuring
advisor is Huron Consulting Services, LLC.  Donlin Recano &
Company, Inc., is the Debtors' claims agent.

The Official Committee of Unsecured Creditors tapped Saul Ewing
LLP and Hahn & Hessen LLP as its co-counsels, and FTI Consulting,
Inc., as its financial advisor.


QUEEN ELIZABETH REALTY: Hires Klinger & Klinger as Accountant
-------------------------------------------------------------
Queen Elizabeth Realty Corp. asks for authorization from the Hon.
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York to employ Klinger & Klinger, LLP as
accountant, nunc pro tunc to Oct. 10, 2013.

The services to be rendered by Klinger & Klinger will include,
without limitation, the following:

   (a) prepare/review of monthly debtor-in-possession
       operating reports and statements of cash receipts and
       disbursements including notes as to the status of tax
       liabilities and other indebtedness;

   (b) prepare compiled financial statements as of the date of
       filing of the Chapter 11 petitions;

   (c) review existing accounting systems and procedures and
       establish new systems and procedures, if necessary;

   (d) assist the Debtor in the development of a plan of
       reorganization;

   (e) assist the Debtor in the preparation of a liquidation
       analysis;

   (f) appear at creditors' committee meetings, 341(a) meetings,
       and Court hearings, if required;

   (g) assist the Debtor in the preparation of cash flow
       projections;

   (h) consult with counsel for the Debtor in connection with
       operating, financial and other business matters related to
       the ongoing activities of the Debtor; and

   (i) perform such other duties as are normally required of an
       accountant, including, but not limited to, the preparation
       of all financial statements required in the Debtor's
       reorganization.

Klinger & Klinger will be paid at these hourly rates:

       Partners                  $350
       Staff Accountants         $225
       Paraprofessionals/
       Administrative Asst.      $125

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

Jeffrey Wu, president of the Debtor, has agreed to pay Klinger &
Klinger a post-petition third party retainer, in the amount of
$5,000 on account of accounting and financial services to be
rendered to the Debtor.  This retainer shall be applied towards
Chapter 11 fees and expenses, and is therefore not to be
considered an "evergreen retainer" as such term is more commonly
known.

Lee Klinger, member of Klinger & Klinger, 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.

Klinger & Klinger can be reached at:

       Lee Klinger
       KLINGER & KLINGER, LLP
       633 3rd Avenue, Suite 2713
       New York, NY 10017
       Tel: (212) 661-6200

Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Jeffrey Wu signed
the petition as president.  Judge Stuart M. Bernstein presides
over the case.  Jonathan S. Pasternak, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel.
The Debtor disclosed $20 million of total assets and $12 million
of total liabilities in its Schedules.


RAMS ASSOCIATES: Disclosure Statement Hearing on Dec. 3
-------------------------------------------------------
Rams Associates LP, owner of the Jersey Shore Arena, will sell its
assets upon approval of its Chapter 11 plan of reorganization.
The Debtor at a hearing on Dec. 3, 2013, at 2:00 p.m. will seek
approval of the adequacy of the disclosure statement explaining
the terms of its proposed Chapter 11 plan.

Written objections are due no later than 14 days prior to the
hearing, according to the scheduling order signed by Judge
Christine M. Gravelle.

Pursuant to the Plan, Athletic Community Team LLC will acquire the
Debtor's property and substantially all of the Debtor's other
assets and will continue with the operations of Arena.

ACT, as successor to The Bancorp Bank, is the Debtor's primary
lender having a first priority security interest on all of the
Debtor's assets.  As of the Petition Date, the Debtor owes ACT
about $11.5 million.

ACT is a limited liability company, whose sole member is Alex
Schnayderman.  Mr. Schnayderman is not an employee of Rams nor is
he related to current limited partners.

Upon consummation of ACT's acquisition, current general partners
John Sabo and Joseph Carballeira may become 35% and 15% members of
ACT, respectively, provided that they post the claims fund, and
waive any entitlement to a distribution from the unsecured claims
fund.  Prior to the acquisition, Mr. Sabo and Fred Bryant will
oversee the operations of Rams and the Arena.

Subsequent to the closing of the sale of substantially all of the
Debtor's assets to ACT pursuant to the Plan, the Debtor will
remain in existence and the equity interest holders will retain
their respective interests therein.  The Debtor and its equity
interest holders continued existence will be governed by the
pre-Petition Date partnership agreement.

The Debtor estimates that the holders of general unsecured claims
will receive a 10% to 15% distribution.

The effective date of the proposed Plan is 30 days after the ACT
closing date.

A copy of the Disclosure Statement is available for free at:

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

                       About Rams Associates

Rams Associates LP was formed in 1990 for the purpose of acquiring
and operating an ice rink then operated under the name American
Hockey & Ice Skating Center located in Farmingdale, New Jersey for
a purchase price of $1,800,000 for the land and building.  Rams
expended another $3,200,000 to build-out the arena and purchase
the necessary equipment to operate the Arena.  Rams continues to
own and operate the ice rink, under the name Jersey Shore Arena.

On June 25, 2013, an involuntary petition under chapter 7 of the
Bankruptcy Code, 11 U.S.C. Sec. 101, et seq., was filed against
Rams, which proceeding was assigned Case No. 13-23969 (CMG).

On July 16, 2013, Rams Associates filed a superseding Chapter 11
petition (Bankr. D.N.J. Case No. 13-25541) in Trenton, New Jersey.

On July 30, 2013, a consent order substantively consolidating the
cases was entered by the Bankruptcy Court, which allowed for Rams
to proceed with the superseding chapter 11 case.

Judge Christine M. Gravelle presides over the case.  Norris
Mclaughlin & Marcus, P.A., serves as the Debtor's counsel.

The Debtor estimated assets and debts of at least $10 million.


RIALTO HOLDINGS: Moody's Assigns B1 CFR & B2 Sr. Unsecured Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Rialto Holdings, LLC. and a B2 senior unsecured rating to its
proposed bond offering currently being marketed. The rating
outlook is stable. This is the first time Moody's rates Rialto
Holdings, LLC.

Rialto Holdings, LLC is a wholly-owned subsidiary of Lennar
Corporation ("Lennar," rated Ba3/stable), one of the largest
homebuilders in the U.S.; Rialto has a six year operating history.
At August 31, 2013, Lennar had $716 million of capital invested in
Rialto's business. Rialto is a leading commercial real estate
investment, investment management, and finance company focused on
raising, investing and managing third party capital, originating
and securitizing commercial mortgage loans, as well as investing
its own capital in real estate related mortgage loans, properties
and related securities. Rialto has a vertically-integrated
operating platform consisting of over 280 professionals located in
9 offices across the U.S.

The following ratings were assigned with a stable outlook:

Rialto Holdings, LLC -- corporate family rating at B1; senior
unsecured rating at B2

Ratings Rationale:

Rialto's ratings are supported by moderate leverage and past
profitability, an experienced and cohesive management team, as
well as a sophisticated sponsor (Lennar Corporation, rated
Ba3/stable). As of August 31, 2013, the company had 0.3% ROA and
0.9% ROE, as well as 0.7x debt/equity.

These positive credit metrics are counterbalanced by Rialto's
mono-line business, with concentration in commercial real estate,
a highly competitive sector, its limited operating history
(initial operations commenced in 2007; primary business lines
added in 2010 and 2013) and significant reliance on wholesale
secured funding with near-term maturities. In addition, due to
Rialto's primarily short-term assets, its balance sheet is
expected to be transitional.

The proposed bond rating is one notch below the corporate family
rating due to approximately 20% of secured debt in Rialto's
capital structure and the virtual absence of a consistent
unencumbered pool.

The stable rating outlook reflects Moody's expectation that Rialto
will continue to grow its asset management business profitably and
commence and ramp up its mortgage operations successfully. Moody's
further anticipates that Rialto's leverage will remain in the 0.5x
-- 1.0x range on a debt/equity basis, and it will continue to
manage its liquidity prudently.

Positive rating movement would depend on Rialto's continuing to
build out its franchise businesses, especially the mortgage
origination segment, while maintaining its moderate leverage and
profitability.

Negative rating pressure would occur from any operational
challenges in executing on Rialto's business plan, specifically
establishing its mortgage origination franchise. Reduction in the
business's profitability, rise in leverage or any liquidity
challenges would also be viewed negatively.

This is the first time Moody's has rated Rialto Holdings, LLC.

Rialto Holdings, LLC is a wholly-owned subsidiary of Lennar
Corporation, one of the largest homebuilders in the U.S. At August
31, 2013, Lennar had $715 million of capital invested in Rialto's
business. Rialto focuses on raising, investing and managing third
party capital, originating and securitizing commercial mortgage
loans, as well as investing Moody's own capital in real estate
related mortgage loans, properties and related securities. At
August 31, 2013, its assets totaled $1.6 billion and its equity
was $504 million.


RIALTO HOLDINGS: S&P Assigns 'B+' ICR & Rates $250MM Notes 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issuer credit rating on Rialto Holdings LLC (Rialto).  The outlook
is stable.  S&P also assigned a 'B' rating on Rialto's proposed
issuance of $250 million in senior unsecured notes.

"Standard & Poor's Ratings Services' ratings on Rialto Holdings
LLC reflect the company's relatively short operating history, its
transition to a new business model, and its dependence on
repurchase agreement funding facilities," said Standard & Poor's
credit analyst Richard Zell.  "The company's diversity across
three separate lines of business and the experience of its
management team are positive rating factors."

Miami-based Rialto, a commercial real estate (CRE) investor,
investment manager, and finance company, is a wholly owned
subsidiary of Lennar Corp., one of the nation's largest
residential homebuilders.  Despite Lennar's ownership, S&P
considers Rialto a "nonstrategic" subsidiary, as its criteria
describe the term, and rate it on a stand-alone basis.  S&P do not
factor into the rating any expectation that Lennar would support
Rialto if the subsidiary came under stress.  S&P rates Rialto's
proposed senior unsecured notes one notch below the issuer credit
rating to reflect the notes' structural subordination to the
secured debt that over time could make up a substantial portion of
the company's liabilities.  Although S&P expects the company to
have significant unsecured assets following the debt offering, it
believes the value of those assets could drop substantially in a
stress scenario.

"Our stable rating outlook on Rialto reflects our expectation that
the company will continue to report steady cash flows from the
legacy distressed loan and other real estate owned portfolios
while establishing its future in CRE asset management and
commercial mortgage origination," said Mr. Zell.

S&P also expects that the firm's executives will use their CRE
experience to use industry relationships and establish Rialto as a
credible partner for CRE financing and investment solutions.

S&P could lower the rating on Rialto if the performance of the
legacy assets shows signs of deterioration.  If newly originated
commercial mortgage loans come under stress as a result of market
dislocation or a loosening of underwriting standards, S&P may also
consider lowering the rating.  Additionally, if Rialto is unable
to successfully execute the new business strategy, which would
entail growing diverse sources of revenue, S&P will consider
lowering the rating.

If Rialto successfully builds a diverse and sustainable revenue
stream, S&P likely would consider raising the rating.
Additionally, S&P could upgrade Rialto if it established
additional repurchase lines for the mortgage origination platform
and a successful track record as an originator and seller of CRE
loans.  S&P will also be monitoring the build-out and relative
success of Rialto's asset management platform.


ROUND TABLE MANAGEMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Round Table Management, LLC
        9333 Bryant Street
        Houston, Tx 77075

Case No.: 13-36868

Chapter 11 Petition Date: November 4, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Jeff Bohm

Debtor's Counsel: Leonard H. Simon, Esq.
                  PENDERGRAFT & SIMON, LLP
                  The Riviana Building
                  2777 Allen Parkway, Suite 800
                  Houston, TX 77019
                  Tel: 713-737-8207
                  Fax: 832-202-2810
                  Email: lsimon@pendergraftsimon.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gilbert Ramirez, Jr., managing member.

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


RURAL/METRO CORP: Unsecured Creditors Support Reorganization Plan
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rural/Metro Corp. worked out an $8 million settlement
of a $200 million whistle-blower lawsuit and persuaded the
unsecured creditors' committee to support a proposed
reorganization plan.

According to the report, in late 2011, Rural/Metro bought two
ambulance services that had been sued on behalf of the federal
government by a whistle-blower who contended they provided
medically unnecessary transportation. As part of the sale, the
seller placed part of the purchase price in escrow to cover
possible liability.

The settlement, scheduled for approval on Dec. 16 in U.S.
Bankruptcy Court in Delaware, will take $8 million from the escrow
fund to pay the settlement with the government, the report
related.

Rural/Metro said the settlement represents no cost to the company
or its creditors because the money is already in escrow and isn't
part of the bankrupt company's assets.

The company, the official creditors' committee and a group of
senior noteholders later worked out a "consensual restructuring,"
allowing the company to file a revised plan and disclosure
materials last week.

The revised plan is supported by the creditors' committee.

A hearing is scheduled for Nov. 5 on the disclosure statement. If
approved, creditors can begin voting on the plan.

The report recalled that the bankruptcy court previously approved
a so-called plan-support agreement. The plan calls for unsecured
noteholders with $312.2 million in claims to acquire all of the
preferred stock and 70 percent of the common stock in return for a
$135 million equity contribution through a rights offering.

The $135 million equity contribution would give Noteholders new
preferred stock with a 15 percent dividend. The purchasing
noteholders would also get warrants exercisable at a nominal price
to acquire 70 percent of the common equity.

Unsecured creditors will have a pro rata share of the new common
stock along with noteholders.

The rights offering would enable a $50 million paydown of the
$427.3 million in secured debt.

Existing shareholders receive nothing in the plan.

On Nov. 4, buyers were offering to purchase the $200 million in
10.125 percent senior unsecured notes for 57.375 cents on the
dollar according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. The offering price for
the $108 million in unsecured notes was the same.

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  Debt
includes $318.5 million on a secured term loan and $109 million on
a revolving credit with Credit Suisse AG serving as agent. There
is $312.2 million owing on two issues of 10.125 percent senior
unsecured notes.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.

The Debtors have filed a reorganization plan largely worked out
before the Chapter 11 filing in early August.  Existing
shareholders receive nothing in the plan.


SAKS INC: S&P Withdraws 'B+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including the 'B+' corporate credit rating, on New York City-based
Saks Inc.  S&P withdrew the ratings at the company's request after
the acquisition of Saks by Hudson's Bay Co. was completed.


SAVIENT PHARMACEUTICALS: Can Auction Assets Next Month
------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that a
bankruptcy judge cleared Savient Pharmaceuticals to auction its
assets next month, with US WorldMeds LLC kicking off bidding with
an offer worth $55 million.

                     About Savient Pharmaceuticals

Headquartered in Bridgewater, New Jersey, Savient Pharmaceuticals,
Inc. -- http://www.savient.com/-- is a specialty
biopharmaceutical company focused on developing and
commercializing KRYSTEXXA(R) (pegloticase) for the treatment of
chronic gout in adult patients refractory to conventional therapy.
Savient has exclusively licensed worldwide rights to the
technology related to KRYSTEXXA and its uses from Duke University
and Mountain View Pharmaceuticals, Inc.

The Company and its affiliate, Savient Pharma Holdings, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 13-12680) on Oct. 14, 2013.

The Debtors are represented by Kenneth S. Ziman, Esq., and David
M. Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
New York; and Anthony W. Clark, Esq., at Skadden Arps Slate
Meagher & Flom LLP, in Wilmington, Delaware.  Cole, Schotz,
Meisel, Forman & Leonard P.A., also serves as the Company's
conflicts counsel, and Lazard Freres & Co. LLC serves as its
financial advisor.

U.S. Bank National Association, as Indenture Trustee and
Collateral Agent, is represented by Clark T. Whitmore, Esq., at
Maslon Edelman Borman & Brand, LLP, in Minneapolis, Minnesota.

The Unofficial Committee of Senior Secured Noteholders is
represented by Andrew N. Rosenberg, Esq., Elizabeth McColm, Esq.,
and Jacob A. Adlerstein, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, in New York; and Pauline K. Morgan, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware.


SEQUENOM INC: Plans to Appeal Ruling on '540 Patent
---------------------------------------------------
Sequenom, Inc., received an order and opinion from the United
States District Court for the Northern District of California in
connection with the Company's ongoing patent litigation with
Ariosa Diagnostics, Inc., Case No. C 11-06391 SI.  The litigation
involves the Company's claims against Ariosa for infringement of
U.S. Patent No. 6,258,540 which is exclusively licensed to the
Company.  The Order was made in response to cross motions for
summary judgment filed by Ariosa and by the Company on the issue
of whether the '540 patent claims patent eligible subject matter
in accordance with the patent code, 35 U.S.C. Section 101.

The Order concludes that the '540 patent claims subject matter
which is ineligible for patenting under the patent code.  On this
basis, the Order grants Ariosa's motion for summary judgment that
the '540 patent is invalid.  Correspondingly, the Order denies the
Company's motion for summary judgment against Ariosa's affirmative
defense that the '540 patent is invalid because it claims only the
discovery of a natural phenomenon.  The ruling in this case
follows a hearing held on Oct. 11, 2013.

The Company vigorously disagrees with the Order and, following
entry of judgment pursuant to the Order, intends to appeal the
decision to the Federal Circuit Court of Appeals.  However, the
Company cannot predict the outcome of this matter.

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  As of June 30, 2013, the Company had $192.76 million in
total assets, $199.14 million in total liabilities and a $6.38
million total stockholders' deficit.


SIMPLY WHEELZ: Rent-A-Car Owner Filing in Mississippi
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Simply Wheelz LLC, the new owner of the Advantage
Rent A Car business, said in a statement early morning on Nov. 5
that the company intends to promptly file for Chapter 11
protection in Mississippi.

According to the report, owned by Franchise Services of North
America NA, the company acquired the Advantage business and 24,000
vehicles early this year from Hertz Global Holdings Inc. as
required by antitrust regulators when Hertz was taking over the
Dollar Thrifty business.

The vehicles are leased from Hertz, which gave notice of
termination of the lease on Nov. 2 following a payment default on
Oct. 9, Simply Wheelz said in the statement.

Simply Wheelz said it intends on arguing in bankruptcy court that
termination was ineffective.

Simply Wheelz said it already lost $8.6 million on the sale of
5,300 cars in the Hertz fleet. The terms require Simply Wheelz to
bear the risk on the residual value of the fleet, Wheelz said.

The company said it negotiated unsuccessfully with Hertz on a
modification of the lease.

Advantage has 72 locations in 33 states. It is the fourth- largest
rental car business in the U.S.


SOLAR POWER: Discloses Add'l Compensation of Executive Officers
---------------------------------------------------------------
Solar Power, Inc., filed an amended current report on Form 8-K/A
with the U.S. Securities and Exchange Commission to disclose
additional compensation in the form of stock options granted to
Charlotte Xi in connection with her appointment as president,
chief operating officer and interim chief financial officer of the
Company.

The Company appointed Ms. Charlotte Xi as president and global
chief operating officer effective Aug. 19, 2013, and as interim
chief financial officer effective Sept. 13, 2013.  Ms. Xi will be
the principal financial, accounting and operating officer for the
Company.  Ms. Xi will serve at-will and her compensation will be
approximately $300,000 per year subject to currency exchange rate
adjustments.  In addition, the Company granted Ms. Xi a stock
option to purchase up to 2,000,000 shares of the Company's common
stock at a price per share equal to $0.05.  The option will vest
equally over four years.

Ms. Xi has spent the past six and half years at Canadian Solar
Inc. (CSI) with progressive responsibilities.  She served as
senior vice president of Global Operations at CSI from November
2009 to June 2013.  Prior to that, she was the vice president of
finance, and later vice president of overseas operations.  She was
also compliance officer and corporate controller of CSI since
February 2007.

Prior to joining CSI, Ms. Xi spent 18 years in the United States,
obtaining her advanced education degrees and professional
experience.  Between 2004 and 2006, Ms. Xi was director of
accounting and compliance at ARAMARK Corporation, a Fortune 500
company, and TV Guide Magazine in the United States, responsible
for financial reporting and successfully implementing
Sarbanes?Oxley compliance during the first year of its
applicability.  In addition to her corporate reporting experience,
Ms. Xi spent eight years in manufacturing facilities with
progressive job responsibilities from cost accountant to plant
controller for the Saint?Gobain Corporation and
Worthington?Armstrong Venture.  Ms. Xi holds a bachelor's degree
from the Shanghai Teachers University and MA and MBA degrees from
the Midwestern State University in Texas.  She is also a member of
the AICPA and has been a Texas?licensed CPA since 1996.

During the last fiscal year, Ms. Xi has not been a party to any
transaction or any proposed transaction to which the Company is or
was to be a party and in which Ms. Xi would have a direct or
indirect interest.  Ms. Xi has no family relationships with any
director or executive officers of the Company, or with any persons
nominated or chosen by the Company to become directors or
executive officers.  There is no material plan, contract or
arrangement (whether or not written) to which Ms. Xi is a party or
in which she participates that is entered into or an material
amendment in connection with the Company?s appointment of Ms. Xi,
or any grant or award to Ms. Xi or modification thereto, under any
such plan, contract or arrangement in connection with the
Company's appointment of Ms. Xi.

Solar Power filed a separate amended current report to disclose
additional compensation in the form of stock options granted to
Min Xiahou in connection with his appointment as chief executive
officer of the Company.

On Aug. 19, 2013, Mr. Min Xiahou was appointed chief executive
officer and director of the Company.  Mr. Xiahou will serve at-
will and will not receive any cash compensation from the Company
so long as Mr. Xiahou remains in his current position at LDK Solar
Co. Ltd., the parent of the Company.  The Company granted Mr.
Xiahou a stock option to purchase up to 2,000,000 shares of the
Company's common stock at a price per share equal to $0.05.  The
option will vest equally over four years.

Mr. Xiahou has extensive management experience in corporate
strategy, operation, financial and public relationships.  Since
May 2011, he has served as senior vice president of LDK Solar Co.,
Ltd., and as the general manager of LDK Solar's Solar Power System
Division.  Before that, Mr. Xiahou served various government roles
from 1989 to 2011.  From 2008 to 2011, Mr. Xiahou served as the
Board Chairman and General Manager of Xinyu Urban Construction
Group, a state owned construction corporation in China.  Mr.
Xiahou received his Bachelor of Economics degree from Xiamen
University, China in 1989.  He is also a Certified Accountant in
China.

During the last fiscal year, Mr. Xiahou has not been a party to
any transaction or any proposed transaction to which the Company
is or was to be a party and in which Mr. Xiahou would have a
direct or indirect interest.  Mr. Xiahou has no family
relationships with any director or executive officers of the
Company, or with any persons nominated or chosen by the Company to
become directors or executive officers.  There is no material
plan, contract or arrangement (whether or not written) to which
Mr. Xiahou is a party or in which he participates that is entered
into or an material amendment in connection with the Company's
appointment of Mr. Xiahou, or any grant or award to Mr. Xiahou or
modification thereto, under any such plan, contract or arrangement
in connection with the Company's appointment of Mr. Xiahou.

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power disclosed a net loss of $25.42 million in 2012, as
compared with net income of $1.60 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $141.13 million in total
assets, $124.38 million in total liabilities and $16.75 million in
total stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a current year net loss of $25.4
million, has an accumulated deficit of $23.8 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and material adverse change and
default clauses in certain debt facilities under which the banks
can declare amounts immediately due and payable.  Additionally,
the Company's parent company LDK Solar Co., Ltd, has experienced
financial difficulties, which among other items, has caused delays
in project financing.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.


SPEEDEMISSIONS INC: Shareholders Elect Three Directors
------------------------------------------------------
The 2013 Annual Meeting of Shareholders of Speedemissions, Inc.,
was held on June 17, 2013, at the headquarters of the Company
located at 1015 Tyrone Road, Suite 220, Tyrone, Georgia 30290.  At
the Annual Meeting, the shareholders:

   (1) elected Richard A. Parlontieri, Bradley A. Thompson and
       Michael E. Guirlinger to the Board of Directors;

   (2) approved the compensation of the Company's named executive
       officers;

   (3) approved a non-binding resolution to hold a Say-on-Pay
       every three years; and

   (4) ratified the appointment of Habif, Arogeti & Wynne, LLP, as
       the Company's independent registered public accountants for
       the fiscal year ended Dec. 31, 2013.

                        About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

The Company reported a net loss of $281,723 for the nine months
ended Sept. 30, 2012.  The Company reported a net loss of
$1.6 million in 2011, compared with a net loss of $2.2 million in
2010.

As of June 30, 2013, the Company had $2.50 million in total
assets, $2.08 million in total liabilities, $4.57 million in
series A convertible, redeemable preferred stock, and a $4.15
million total shareholders' deficit.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Georgia, expressed substantial doubt about
Speedemissions' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a capital deficiency.


SPIN HOLDCO: Moody's Affirms 'B3' CFR & 'B2' Secured Debt Rating
----------------------------------------------------------------
Moody's Investors Service affirmed Spin Holdco, Inc.'s B3
Corporate Family Rating and B3-PD Probability of Default Rating.
At the same time, Moody's affirmed the B2 ratings on the proposed
upsized $1,255 million first lien term loan and $75 million
revolving credit facility. The rating outlook remains stable.

The term loan is anticipated to be upsized by $460 million to
$1,255 million in order to finance the purchase of Mac-Gray
Corporation (Mac-Gray) for a total consideration of $595 million
including fees and expenses. In addition, Spin's private equity
owner -- Pamplona Capital -- is expected to contribute $135
million of cash equity to complete the transaction.

The following rating actions were taken:

Corporate Family Rating, affirmed at B3;

Probability of Default Rating, affirmed at B3-PD;

$1,255 million upsized first lien senior secured term loan, due
2019, affirmed at B2; LGD rate changed to LGD3, 41% from LGD3,
35%;

$75 million first lien senior secured revolving credit facility,
due 2018, affirmed at B2; LGD rate changed to LGD3, 41% from LGD3,
35%;

The rating outlook remains stable.

Ratings Rationale:

The B3 Corporate Family Rating reflects Spin's track record of
acquisitions and aggressive financial policies. The debt-financed
acquisitions of Mac-Gray and "Air-serve" are very large compared
to Coinmach's (now Spin Holdco's subsidiary) legacy operations and
could distract management's attention and present integration
risks. Given the track record, Moody's expects the company to use
free cash flow for acquisitions rather than debt repayment. In
addition, the company's propensity to grow via debt-financed
acquisitions will keep pressure on adjusted debt leverage. Moody's
projects adjusted free cash flow to debt of around 5% and adjusted
debt to EBITDA slightly above 5 times over the next 12-18 months.
Additionally, Moody's anticipates the company will generate net
losses over the next 12-18 months.

At the same time, the B3 Corporate Family Rating acknowledges Spin
Holdco's stable revenue stream. Its track record and stability are
driven by its large installed equipment base, geographic
diversity, and long-term contracts in a business that tends to be
relatively protected from the general economic cycle. The
company's size, economies of scale, and proven ability to raise
vend prices, will continue to offset the impact of economic
uncertainty. Further, if the company is able to integrate Mac-Gray
successfully, longer-term financial performance should benefit
given the combined entity's market share and industry know-how.

The rating also considers the company's good liquidity profile,
supported by positive free cash flow generation and $75 million
senior secured revolver, due 2018. The company is subject to a
springing net first-lien leverage requirement under its revolver.
The covenant will only be tested if utilization under the revolver
exceeds 20% of the facility amount.

The stable outlook reflects the company's steady, recurring
revenue stream as well as a slowly improving economy that will
eventually benefit Spin Holdco's machine usage and EBITDA
generation.

The ratings could be upgraded if the company delevers to below
5.0x adjusted debt to EBITDA; and if adjusted interest coverage,
as measured by (EBITDA-CAPEX)/interest expense, exceeds 1.75x, all
on a sustained basis.

The ratings could be downgraded if both the company's adjusted
debt to EBITDA were to exceed 6.5x and adjusted interest coverage,
as measured by (EBITDA-CAPEX)/interest expense, were to decline
below 1.0x for a lengthy period of time.

The first-lien senior secured credit facility is notched above the
Corporate Family Rating because it benefits from a collateral
package that consists of 1) a first-lien on all assets; 2)
upstream guarantees from Spin Holdco's domestic operating
subsidiaries and downstream guarantees from Spin Holdco's parent
company, and 3) the loss absorption provided by the unrated junior
debt (second-lien term loan) in the amount of $325 million.

Spin Holdco, Inc., which itself is a wholly owned subsidiary of
CSC ServiceWorks, Inc., is the single largest provider of
outsourced laundry services for multi-family housing properties in
North America through its Coinmach Service Corp. subsidiary. Mac-
Gray is a leading provider of outsourced laundry services to
multi-family laundry owners and 725 colleges and universities,
servicing over 400,000 machines in 44 states. Mac-Gray will be
absorbed by Spin Holdco at the close of the transaction. Combined
pro forma revenues for FY 2014 (ending 3/31/2014) are anticipated
to be around $1.1 billion.


SR REAL ESTATE: Opposes Dismissal; Says Case Filed in Good Faith
----------------------------------------------------------------
SR Real Estate Holdings, LLC, filed on Oct. 24, 2013, an Omnibus
Opposition to DACA 2010L L.P. and Sargent Ranch Management
Company, LLC's Motions to (i) Dismiss Chapter 11 Case With
Prejudice, to Find that the Debtor is a Single Asset Real Estate
Debtor Again or Alternatively Grant Relief from Stay and (ii) for
Relief from Stay"

The Debtor explains: "The Debtor filed this case in good faith
with the present ability to propose and confirm a plan of
reorganization.  Recognizing that a confirmable plan would require
millions of dollars to fund, the Debtor secured commitments from
the principals of SDI [Sycamore Development, Inc.] to provide such
funds in advance of the filing.  Knowing that the development of
the Property will require expertise not possessed by the Debtor or
its principals, the Debtor suggested that SDI retain FTI
(www.fticonsluting.com) to fully vet the proposed development for
the Property and assist with the preparation of a detailed and
complete feasibility analysis.  Seeing a realistic and probable
path for reorganization, the Debtor obtained loans for $350,000 to
retain counsel sufficiently familiar with the complexities of the
Property and debt structure to promptly prepare and propose
a confirmable plan.  Therefore, it is beyond dispute that the
Debtor filed this case in good faith and DACA's Motion to Dismiss
and RFS Motion should be denied."

A full-text copy of the Omnibus Opposition to Secured Creditor
DACA 2010L L.P.'s Motions to Dismiss Chapter 11 Case and for
Relief from Stay is available at:

          http://bankrupt.com/misc/srreal.doc84.pdf

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.  The Debtor
estimated that its assets total at least $10 million and
liabilities are at least $500 million.  Victor A. Vilaplana, Esq.,
at Foley and Lardner, serves as counsel to the Debtor.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


STELERA WIRELESS: Wants Plan Filing Period Extended Until Feb. 15
-----------------------------------------------------------------
Stelera Wireless, LLC, asks the U.S. Bankruptcy Court for the
Western District of Oklahoma to extend the Debtor's exclusive
periods to file and obtain acceptances of a plan through and
including Feb. 15, 2014, and April 14, 2014, respectively.

The Debtor explains: "Debtor has completed the Verizon [Verizon
Wireless] auction, and will complete the ATNI [Atlantic Tele-
Network, Inc.] auction by mid-November. However, neither sale will
"close" until the purchasers, Verizon and the winning bidder of
the ATNI auction, obtain FCC approval of the sales.  The approval
process will take at least 90 days for each, meaning Debtor will
not receive proceeds from these sales until January, February or
March of 2014.  Once these sales have formally closed, and Debtor
has actually received the proceeds therefrom, the Debtor will be
in the position to file a liquidating plan of reorganization.

"Based upon the Verizon auction, it is entirely possible that
Debtor could return 100% to its unsecured creditors depending upon
the results of the ATNI auction.

"Debtor respectfully requests that this Court extend the Exclusive
Periods, as provided for above, to allow it to close the auction
sales, ensuring there will actually be money to fund a liquidating
plan, and to negotiate, finalize, and file what it hopes will be a
consensual a liquidating plan and accompanying disclosure
statement."

A copy of the Motion to Extend Exclusive Periods is available at:

        http://bankrupt.com/misc/stelerawireless.doc202.pdf

                        Committee's Response

The Official Committee of Unsecured Creditors, for its response to
the Debtor's Motion To Extend Exclusive Periods To File And
Solicit A Plan Of Reorganization, With Brief, And With Notice Of
Opportunity For Hearing, states:

"Whether proposed initially by the Committee or the Debtor, the
rights of unsecured creditors must be fairly considered and,
therefore, the Committee requests that it be given an opportunity
to participate in the plan development process.  Needless to say,
it will not suffice in this case for the Debtor to simply provide
in a plan for payment of its single, allegedly secured creditor,
at the expense of the unsecured creditors.

"As explained in the Committee's Motion to Terminate Exclusivity,
there is no reason to allow the Debtor to remain the exclusive
party permitted to propose a Chapter 11 plan.

"Nonetheless, the Committee states that it has no objection to the
Motion and will withdraw its Motion to Terminate Exclusivity,
provided that the Debtor agrees to: (i) provide the Committee with
a draft of the plan on or before Jan. 15, 2014; and (ii) provide
the Committee with all other plan drafts given to any other
parties (including, but not limited to, the Government) during the
plan development process, so that the Committee may meaningfully
participate in the development of a chapter 11 plan.

"These conditions should not be objectionable. In its Motion, the
Debtor asserts that it is already "making progress internally
towards developing the terms of a plan," and commits to "reach out
to particular creditor constituencies regarding such terms."  This
would be a welcome and refreshing change of the way this case has
been conducted to this point."

"Whereas the Debtor's Motion is replete with unwarranted attacks
on the Committee for asserting its rights, the Debtor has done
little to cooperate with the Committee's efforts to exercise its
duties to its constituents, or "reach out to" the Committee with
respect to its intentions for resolving this case.  The Motion
appears to be the first meaningful indication the Debtor has given
of its intent to file a Chapter 11 plan, much less "internal[]
progress towards developing the terms of a plan."  Hopefully, the
change in the Debtor's outlook reflected in the Motion will also
result in a change in the way the Debtor views its obligations to
the Committee."

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.  Christensen Law Group, PLLC, serves as the Debtor's
primary counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as
additional bankruptcy counsel.  American Legal Claims Services,
LLC serves as official noticing agent.

The Debtor will hold an auction on Nov. 20, 2013 at 9:00 a.m., to
sell their FCC licenses.

U.S. Trustee Richard A. Wieland appointed three members to the
official committee of unsecured creditors.


TELEFLEX INC: Moody's Affirms 'Ba3' Corp. Family Rating
-------------------------------------------------------
Moody's Investors Service changed the Speculative Grade Liqudity
Rating of Teleflex Incorporated to SGL-3 from SGL-1 following news
that the company plans to acquire Vidacare Corporation for $262.5
million. Vidacare is a manufacturer of products that access the
intraosseous space (or inside the bone) and are used in emergency
medicine, bone marrow procedures and spinal surgery. At the same
time, Teleflex's debt ratings were affirmed and the rating outlook
remains stable.

Rating changed:

Teleflex Incorporated

  Speculative Grade Liquidity Rating to SGL-3 from SGL-1

Ratings affirmed:

Teleflex Incorporated

  CFR at Ba3

  PDR at Ba3-PD

  Senior subordinated notes at B1 (LGD5, 73%)

  Convertible senior subordinated notes at B2 (LGD6, 90%)

Rating Rationale:

"An expected draw on Teleflex's revolver to fund Vidacare combined
with a higher likelihood that the convertible notes could be
converted weaken Teleflex's liquidity profile," said Diana Lee, a
Moody's Senior Credit Officer. Moody's, however, recognizes that
there are economic incentives for note holders not to convert.

The company's Ba3 CFR reflects its presence in somewhat diverse
low-tech medical products, its small size relative to competitors
and Moody's expectations of moderately high leverage and limited
free cash flow relative to debt. Pro-forma debt/EBITDA based on
recent financials will rise to about 3.9 times from about 3.4
times. But, Moody's expects Teleflex to deleverage as the company
sees EBITDA benefits from Vidacare and other new products.
Management anticipates that Vidacare, with top-line growth in the
mid-teens range, will add between $68 million to $72 million in
sales during 2014. In addition to increasing Telelfex's hospital
product portfolio, Vidacare will provide opportunities to expand
the company's position in emergency medicine as well as
geographically, particularly in Asia.

The SGL-3 rating reflects Moody's expectation that following the
close of the transaction, liquidity will be adequate but tighter
due to more limited availability under the company's $850 million
revolver and an increased possibility that its convertible debt
will be converted over the next twelve months. Following the
transaction, Moody's estimates that Teleflex will have about $200
million remaining under its revolver, which currently has about
$468 million in availability. Teleflex had about $326 million of
cash at 29 September 2013, although a significant portion is held
overseas. The company should have lower although still adequate
cushion under its covenants.

The stable outlook incorporates Moody's view that the company's
organic sales growth will be in line with the industry and that
leverage will come down following the Vidacare transaction. The
outlook further incorporates Moody's view that Teleflex will not
pursue large transactions and that the company's liquidity profile
will improve after it terms out revolver borrowings associated
with the Vidacare acquisition. The following factors could support
a rating upgrade: (1) the company sees sustained improvement in
organic growth rates and achieves market share gains as it
launches new products globally; (2) debt/EBITDA can be sustained
at or below 3.0 times despite acquisition activity; and (3)
FCF/debt can be maintained above 10%. Factors that could result in
a rating downgrade include: (1) liquidity is further constrained;
(2) deleveraging does not occur because the company pursues
additional acquisitions or sales and cash flow deteriorate; (3)
debt/EBITDA is sustained at or above 4.0 times; or (3) FCF/debt is
sustained below 7.5%.

Teleflex Incorporated, headquartered in Limerick, Pennsylvania, is
a global provider of medical products with a presence in the
critical care, surgical and cardiac areas.


TRANS-LUX CORP: Effecting Reverse & Forward Common Stock Split
--------------------------------------------------------------
At the annual meeting of stockholders of Trans-Lux Corporation
held on Oct. 2, 2013, the Company sought stockholder approval of,
among other things, the approval of certain amendments to the
Company's amended and restated certificate of incorporation
granting the Company's board of directors the discretion to (a)
effect a reverse stock split by a ratio of up to 1-for-1,000, with
the exact ratio to be determined by the Company's Board of
Directors in its sole discretion, followed by a forward stock
split by a ratio of up to 50-for-1, with the exact ratio to be
determined by the Company's Board of Directors in its sole
discretion, and (b) reduce the Company's authorized common stock,
par value $0.001.

On Oct. 7, 2013, the Company disclosed that the above-referenced
actions were approved by the requisite vote of the Company's
stockholders.  On Oct. 18, 2013, the Company disclosed that the
Company's board of directors approved the filing of amendments to
the Company's amended and restated certificate of incorporation to
effect a 1-for-1,000 reverse stock split of the Common Stock
immediately followed by a 40-for-1 forward stock split of the
Common Stock.

On October 25, 2013, the Company filed the Amendments with the
office of the Delaware Secretary of State, which each have an
effective date of Oct. 29, 2013.  As a result, as of 4:00 PM (EST)
on Oct. 29, 2013, every 1,000 outstanding shares of Common Stock
will be exchangeable into 1 share of Common Stock.  Any
stockholder who owns a fractional share of Common Stock after the
reverse stock split will be cashed out.  Immediately following the
reverse stock split, the Company will effect a 40:1 forward stock
split.  As of the conclusion of the forward stock split, every 1
outstanding share of Common Stock became exchangeable into 40
shares of Common Stock.  As a result of the foregoing,
stockholders with less than 1,000 shares of Common Stock in any
one account immediately prior to the Effective Date have had these
shares cancelled and converted to the right to receive cash as
follows: the Company's transfer agent, Continental Stock Transfer
& Trust Company, will provide to stockholders a cash payment in an
amount equal to their respective fractional shares based upon the
closing market price of such shares at the end of business on
Friday, October 25, 2013, which was $0.29 per share.  As a result
of the filing of the Amendments, the Company's authorized Common
Stock will also be reduced to 10,000,000 shares as of the
Effective Date.

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $1.36 million on $23.02 million of total revenues, as compared
with a net loss of $1.41 million on $23.75 million of total
revenues during the prior year.  The Company's balance sheet at
June 30, 2013, showed $19.69 million in total assets, $18.83
million in total liabilities and $859,000 in total stockholders'
equity.

"Management cannot provide any assurance that the Company would
have sufficient cash and liquid assets to fund normal operations.
Further, the Company's obligations under its pension plan exceeded
plan assets by $6.5 million at June 30, 2013 and the Company has
$1.7 million due under its pension plan over the next 12 months.
Additionally, if the Company is unable to cure the defaults on the
Debentures and the Notes, the Debentures and the Notes could be
called and be immediately due.  If the Debentures and Notes are
called, the Company would need to obtain new financing.  There can
be no assurance that the Company will be able to do so and, even
if it obtains such financing, how the terms of such financing will
affect the Company.  If the debt is called and new financing
cannot be arranged, it is unlikely that the Company will be able
to continue as a going concern," according to the Company's
quarterly report for the period ended June 30, 2013.


TRINITY COAL: Blackstone Objects to Ballot and Plan Confirmation
----------------------------------------------------------------
Blackstone Resources, Inc., objects to confirmation of Trinity
Coal's plan for the reason that the Ballot for Class 6 -- General
Unsecured Claim of Blackstone Resources, Inc., lists the amount of
its claim at $64,508.92.  On Oct. 25, 2013, Blackstone Resources,
Inc., amended its claim amount based on the rejection of its
executory contract, which amended claim amount is $400,657.88.  As
such, the amount reflected in the Ballot incorrectly sets forth
the amount of the Blackstone Resources, Inc. claim.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.

Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L.
Bregman, Esq., and Dienna Ching, Esq., at CURTIS, MALLET-PREVOST,
COLT & MOSLE LLP, in New York, N.Y.; and John W. Ames, Esq., C.R.
Bowles, Jr., Esq., and Bruce Cryder, Esq., at BINGHAM GREENEBAUM
DOLL LLP, in Lexington, Ky., represent the Debtors as counsel.

Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the
Official Committee of Unsecured Creditors as counsel.  Sturgill,
Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the
Official Committee of Unsecured Creditors as local counsel.

Judge Tracey N. Wise approved on Oct. 3, 2013, the adequacy of the
Disclosure Statement explaining the Joint Chapter 11 Plan of
Trinity Coal.  With this development, the Debtors are now
permitted to solicit acceptances of their Plan.


UNITED CONTINENTAL: Fitch Rates $300MM Unsecured Notes 'B-'
-----------------------------------------------------------
Fitch Ratings has assigned a rating of 'B-/RR5' to United
Continental Holdings, Inc.'s (UAL) $300 million unsecured notes
due 2020. Fitch currently rates UAL and its primary operating
subsidiary, United Airlines, Inc. at 'B' with a Positive Outlook.

The $300 million unsecured notes have been issued by United
Continental Holdings, Inc., and are guaranteed by United Airlines,
Inc. The new notes will rank equally in right of payment with
United Airlines' existing and future unsecured debt. United
expects to utilize the proceeds for general corporate purposes.

The 'B-/RR5' rating is assigned based on Fitch's recovery
expectations under a scenario in which distressed enterprise value
is allocated to various debt classes. The 'RR5' (11% - 30%
recovery) category reflects Fitch's expectations that the United
unsecured creditors would receive some principal recovery after
United's substantial secured indebtedness is satisfied. Some of
United's other unsecured obligations remain in the 'RR6' category
reflecting either contractual or structural subordination.

Rating Sensitivities:

Fitch generally views UAL's credit profile as improving; however,
progress is still required to warrant an upgrade of the IDR. A
positive action could be considered if the company were to improve
its operating margins, exhibit improving FCF, and continue to pay
down debt. Fitch notes that United has underperformed the industry
in recent months in terms of traffic and operating margins.
Visible progress towards improving operating results and
exhibiting further merger related benefits would also be viewed as
credit positives.

A negative rating action is not anticipated at this time, but
potential negative ratings triggers include a fuel or demand shock
related to broader macroeconomic issues, or further operational
issues which constrain growth and drive negative FCF.

Fitch has assigned the following ratings:

United Continental Holdings, Inc.

-- $300 million senior unsecured notes 'B-/RR5'

Fitch currently rates United as follows:

United Continental Holdings, Inc.

-- IDR 'B';
-- 6% senior unsecured convertible notes due 2029 'CCC+/RR6'.

United Airlines, Inc.

-- IDR 'B';
-- Secured bank credit facility 'BB/RR1';
-- Senior secured notes 'BB/RR1';
-- Senior unsecured rating 'B-/RR5'
-- Junior subordinated convertible debentures 'CCC+/RR6'.


USG CORP: Closes Offering of $350 Million Senior Notes
------------------------------------------------------
USG Corporation completed the private offering of $350 million
aggregate principal amount of its 5.875 percent senior notes due
2021.

The Notes were issued under the Corporation's Indenture, dated as
of Nov. 1, 2006, by and between the Corporation and U.S. Bank
National Association, as successor trustee, and as supplemented by
Supplemental Indenture No. 5, dated as of Oct. 31, 2013, by and
among the Corporation, certain of the Corporation's domestic
subsidiaries, as guarantors, and the Trustee.  The Notes will bear
interest at a rate of 5.875 percent per year.  The Corporation
will pay interest on the Notes on May 1 and November 1 of each
year, beginning May 1, 2014.

The Notes will mature on Nov. 1, 2021.  The Notes are senior
unsecured obligations and rank equally with all of the
Corporation's existing and future senior unsecured indebtedness.
The Corporation's obligations under the Notes are guaranteed on a
senior unsecured basis by certain of its domestic subsidiaries.

The Indenture contains certain customary restrictions, including a
limitation that restricts the Corporation's ability and the
ability of specified subsidiaries of the Corporation to create or
incur secured indebtedness.

                        About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $3.71 billion in total assets, $3.64 billion in total
liabilities and $72 million total stockholders' equity including
noncontrolling interest.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

As reported by the TCR on Oct. 30, 2013, Moody's Investors Service
upgraded USG Corp.'s Corporate Family Rating to B3 from Caa1.  The
upgrade reflects better than anticipated overall 3Q13 operating
performance.

In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has
upgraded the ratings of USG Corporation, including the company's
Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrade
reflects USG's improving profitability and credit metrics this
year and the expectation that this trend continues through at
least 2014.


VAIL LAKE: Claims Bar Date Set for Jan. 1
-----------------------------------------
The deadline to file proofs of claim in the bankruptcy case of
Vail Lake Rancho California, LLC et al is set for Jan. 1, 2014.

Vail Lake Rancho California, LLC and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer.

The Debtors' consolidated assets, as of May 31, 2013, total
approximately $291,016,000 and liabilities total $52,796,846.


VAIL LAKE: Can Employ Sheppard Mullin as Bankruptcy Counsel
-----------------------------------------------------------
Vail Lake Rancho California LLC et al. sought and obtained
approval from the U.S. Bankruptcy Court to employ Sheppard,
Mullin, Richter & Hampton LLP as general bankruptcy counsel.

The Debtors attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

Vail Lake Rancho California, LLC and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer.

The Debtors' consolidated assets, as of May 31, 2013, total
approximately $291,016,000 and liabilities total $52,796,846.


VANTAGE ONCOLOGY: Moody's Rates $25MM Secured Revolver Debt 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service affirmed Vantage Oncology, LLC's B2
corporate family rating, B2-PD probability of default rating, and
B2 rating on the company's $300 million (includes $50 million of
additional notes) senior secured notes due 2017. At the same time,
Moody's assigned a Ba2 rating to the company's $25 million senior
secured revolver due 2016. The rating outlook is stable.

Proceeds from the proposed additional $50 million of 9.5% senior
secured notes due 2017 will be used to repay $17 million of
borrowings under the company's revolving credit facility that was
used to finance the acquisition of Radiation Oncology Services of
America ("ROSA") in August 2013. Additionally, proceeds will be
used to finance the acquisition of a majority interest in 2
prostate cancer centers for $8 million, as well as put cash on the
balance sheet for general corporate purposes, including potential
future acquisitions.

The follow actions were taken:

Corporate family rating, affirmed at B2;

Probability of default rating, affirmed at B2-PD;

$300 million (includes proposed $50 million of additional notes)
senior secured notes due 2017, affirmed at B2 (LGD4, 52%);

$25 million senior secured revolving credit facility due 2016,
assigned Ba2 (LGD1, 1%).

Ratings Rationale:

The B2 corporate family rating considers Vantage's small revenue
base, high leverage of over 5 times and meaningful exposure to
Medicare and Medicaid. The rating also considers the high
concentration in diagnosis mix with prostate and breast, the
declines in prostate treatment volumes, as well as the negative
impact of the current reimbursement rate environment. Moody's
anticipates the company will work to mitigate these headwinds by
effectively managing expenses and continuing to exhibit total
treatment growth. The B2 rating is further supported by the
company's good liquidity profile including positive free cash flow
(no expected additional catch-up capital needed for ROSA), full
revolver availability following the additional notes issuance and
lack of meaningful near-term debt maturities.

The stable rating outlook reflects the company's good liquidity
position and Moody's expectation that management will be able to
mitigate near-term reimbursement rate declines.

The rating outlook could be changed to negative or ratings could
be downgraded if the company's liquidity profile weakens and/or
free cash flow turns negative on a sustained basis. The ratings
could also be downgraded if the company experiences a meaningful
reduction in visits or reimbursement rates such that its EBITDA
contracts and adjusted debt leverage increases above 5.5 times on
a sustained basis. Debt financed acquisitions or additional
reimbursement rate declines could also have negative rating
implications.

The ratings could be upgraded if the company is able to exhibit
sustained improvement in its cost reduction efforts while
meaningfully increasing its revenue base with adjusted debt to
EBITDA declining to below 3.5 times on a sustained basis. A
ratings upgrade would also require a more stable reimbursement
environment.

Vantage Oncology, LLC is a provider of radiation therapy and
related oncology services to cancer patients. The company is owned
by Oak Hill Capital Partners ("Oak Hill"). Revenue for the last
twelve month period ended June 30, 2013 was approximately $170
million.


VERITY CORP: Appoints Rick Kamolvathinas as President
-----------------------------------------------------
Verity Corp. appointed Richard Kamolvathinas president of the
Company effective Oct. 25, 2013.

Mr. Kamolvathin, age 44, has been executive vice president of
Verity Farms LLC, a wholly owned subsidiary of the Company, since
February 2011.  Mr. Kamolvathin was appointed as a member of the
Company?s Board of Directors on Oct. 21, 2013.  From June 2006
through January 2011, Mr. Kamolvathin was a sustainable
agriculture field advisor for the Rice Bank Foundation, United
Nations Thailand.  Prior to those positions, Mr. Kamolvathin
worked in the financial services industry.

There is no understanding or arrangement between Mr. Kamolvathin
and any other person pursuant to which Mr. Kamolvathin was
selected as president.  Mr. Kamolvathin does not have any family
relationship with any director, executive officer or person
nominated or chosen by us to become a director or executive
officer.

Duane Spader, who served as president of the Company until Mr.
Kamolvathin's appointment, will remain chief executive officer of
the Company.

                            About Verity

Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv
Technologies, Inc., is the parent of Verity Farms II, Inc.,
Aistiva Corporation (formerly AquaLiv, Inc.).  Verity Farms II is
dedicated to providing consumers with safe, high-quality and
nutritious food sources through sustainable crop and livestock
production.  Aistiva's technology alters the behavior of
organisms, including plants and humans, without chemical
interaction.  Aistiva's platform technology influences biological
processes naturally and without chemical interaction.  To date,
Aistiva has released products in the industries of water
treatment, skincare, and agriculture.

Bongiovanni & Associates, C.P.A.'s, in Cornelius, North Carolina,
expressed substantial doubt about AquaLiv's ability to continue as
a going concern following their audit of the Company's financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred recurring losses from
operations, has a liquidity problem, and requires funds for its
operational activities.

The Company's balance sheet at June 30, 2013, showed $4.69 million
in total assets, $7.06 million in total liabilities and a
$2.36 million total stockholders' deficit.


VELTI INC: Files Voluntary Chapter 11 Petition to Facilitate Sale
-----------------------------------------------------------------
Velti plc, a global provider of mobile marketing and advertising
technology, on Nov. 4 disclosed that it has agreed to sell its
U.S., U.K., and India mobile marketing businesses and certain of
its U.S.-based advertising businesses to affiliates of GSO Capital
Partners LP, the credit division of Blackstone.  The current
proposed transaction includes the sale of business lines operated
by Velti Inc. and Air2Web Inc. in the U.S., Air2Web India, and
Velti DR Limited and Mobile Interactive Group, Ltd. in the U.K.

"We are pleased to have reached an agreement with GSO, a firm with
substantial financial resources that understands the value of
Velti's state-of-the-art technology, industry-leading solutions,
and global presence," said Velti Chief Executive Officer
Alex Moukas.  "Both this sale agreement and GSO's recent
acquisition of our secured debt demonstrate GSO's commitment to
providing the business with the support necessary to grow and
prosper."

All operations included in the proposed sale agreement will
continue as normal throughout the sale process.  The proposed sale
is expected to close by the end of 2013.

"Importantly, this process will be virtually invisible to
customers, all of whom can continue to rely on Velti to provide
premier technology and solutions to support their own businesses,"
Mr. Moukas said.

Under the terms of the proposed asset purchase agreement and to
facilitate the sale, Velti's U.S. operations, including Velti Inc.
and Air2Web, Inc., on Nov. 4 filed voluntary petitions under
Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy
Court for the District of Delaware to implement the sale under
Section 363 of the Bankruptcy Code.  While the sale agreement
includes the U.K.-based MIG business line and Air2Web India, the
U.K. and India-based operations are not included in the Chapter 11
filing.

Additionally, GSO has committed to provide up to $25 million in
debtor-in-possession financing, including a $10 million cash
injection to support the operations included in the proposed sale.

The filing does not include any of the Company's operations in the
U.K., Greece, India, China, Brazil, Russia, the United Arab
Emirates, or any other jurisdictions outside the U.S.  These
entities, along with the mobile marketing businesses in the U.S.,
U.K., and India, are continuing normal business operations.

Additionally, the businesses not included in the current proposed
sale agreement continue to grow and deliver improved results.
Velti's Performance Mobile Marketing Business will also continue
to provide services to the businesses named in the current
purchase agreement.

"We look forward to working with the Company to execute on the
growth potential of the mobile marketing industry," said Scott
Eisenberg, of GSO Capital Partners.  "The increasingly important
need for businesses to have effective and reliable mobile
communication with their customers requires a sophisticated and
scalable technology.  We believe that the Velti platform,
including the Air2Web and Mobile Interactive Group acquisitions,
is well positioned to grow share in this market."


VIGGLE INC: Draws Down $2-Mil. Under Sillerman Credit Facility
--------------------------------------------------------------
Viggle Inc. drew $2,000,000 under the New $25,000,000 Line of
Credit with Sillerman Investment Company II LLC, an affiliate of
the Company's executive chairman and chief executive officer.

On March 11, 2013, Viggle and Sillerman entered into an amended
and restated line of credit to the Company, pursuant to which the
Company may, from time to time, draw on the New $25,000,000 Line
of Credit in amounts of no less than $1,000,000.  Following the
Oct. 25, 2013, draw, there is $2,000,000 available to be drawn
under the New $25,000,000 Line of Credit.

In accordance with the terms of the New $25,000,000 Line of
Credit, the Company issued to SIC II warrants to purchase
2,000,000 shares of the Company's Common Stock, par value $0.001
per share.  These warrants will be exercisable at a price of $1.00
per share and will expire five years after issuance.

The Company expects to record a stock-based compensation charge of
approximately $637,000 relating to these warrants.

The Board of Directors also approved for purposes of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended,
the transaction and the issuance of the warrants for purposes of
securing an exemption for such acquisition of all those warrants
and the shares into which they may be converted by SIC II.  As
approved by the Board of Directors, SIC II is a director of the
Company by deputization for purposes of securing an exemption for
these transactions from the provisions of Section 16(b) of the
Exchange Act pursuant to Rule 16b-3 thereunder.

The warrants were issued in a transaction exempt from registration
under the Securities Act of 1933, as amended, in reliance on
Section 4(a)(2) thereunder and Rule 506 of Regulation D
promulgated thereunder.

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at June 30, 2013, showed
$16.77 million in total assets, $54.15 million in total
liabilities and a $37.37 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


WELLCARE HEALTH: Moody's Rates Senior Unsecured Debt at 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 senior unsecured debt
rating to WellCare Health Plans Inc.'s (NYSE: WCG) planned
issuance of new long-term debt. The outlook on the rating is
stable. WellCare expects to use the net proceeds of the planned
issuance to repay and terminate its existing credit facility and
for general corporate purposes, including acquisitions. The
planned debt issuance, maturing in 2020, is a draw on the
company's shelf registration, which it filed in August 2012.

Ratings Rationale:

As a result of the new issuance and repayment of the company's
outstanding bank loan, Moody's notes that WellCare's adjusted
financial leverage (debt-to-capital where debt includes operating
leases) will increase from its current level of 25.6% as of
September 30, 2013 to approximately 36%. This level of financial
leverage is consistent within Moody's expectations at its current
rating category.

Moody's stated that the Ba2 senior unsecured debt rating for
WellCare Health Plans, Inc. and Baa2 insurance financial strength
(IFS) rating for WellCare of Florida, Inc. (WCFL) is supported by
the company's good financial profile, characterized by adequate
and consistent operating earnings, and strong cash flow including
a stream of unregulated cash flows from management fees. However,
the ratings also reflect a somewhat weaker business profile,
largely the result of the company's exclusive focus on the
Medicare and Medicaid segments with approximately 56% of its
medical membership (excluding PDP) concentrated in Florida and
Georgia.

The rating agency said that WellCare's ratings could be upgraded
if: 1) there was continued geographical expansion of the company's
Medicaid and Medicare products, 2) RBC ratio of at least 200% CAL
is maintained, 3) cash flow coverage ratio is improved to at least
6x, and 4) debt to EBITDA is 1.5 x or lower. Moody's added that on
the other hand, the following could result in a rating downgrade:
1) loss or impairment of one of the company's major government
contracts, 2) negative EBITDA for any twelve month period, 3) debt
to EBITDA in excess of 3x, or 4) consolidated risk-based capital
(RBC) ratio below 150% of company action level (CAL).

WellCare Health Plans, Inc. is headquartered in Tampa, Florida.
For the first nine months of 2013, the company reported
approximately $7.1 billion in total revenue. As of September 30,
2013 shareholders' equity was $1.5 billion and total medical
membership (excluding Medicare Part D) was approximately 2.04
million members.

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to pay punctually senior
policyholder claims and obligations.


WELLCARE HEALTH: S&P Assigns 'BB' Senior Unsecured Debt Ratings
---------------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'BB'
long-term counterparty credit and senior unsecured debt ratings to
Tampa, Fla.-based WellCare Health Plans Inc.  The outlook is
stable.  At the same time, S&P assigned its 'BB' debt rating to
the new seven-year $600 million senior unsecured notes due 2020.
The company will use the proceeds of the notes for general
corporate purposes, including refinancing its outstanding debt and
supporting business growth.  WellCare plans to replace its
existing credit revolver with a new $300 million unsecured
revolver due November 2018 upon closing of the senior notes
offering.  This will strengthen the company's liquidity position.

The ratings reflect WellCare's satisfactory business risk profile
(BRP) and moderately strong financial risk profile (FRP).  S&P
bases the satisfactory BRP assessment on the company's narrow
market-segment focus in government-sponsored health care programs
(Medicaid and Medicare).  S&P bases the moderately strong FRP
largely on the group's strong statutory capital adequacy and
earnings.  After the debt issue, S&P expects the company's
adjusted debt leverage to be about 30%-35% in 2013.  The ratings
further reflect the structural subordination of WellCare Health
Plans Inc. to its insurance subsidiaries.

"WellCare has an adequate competitive position, in our view,
supported by an expanding presence and scale in the government-
sponsored managed Medicaid market, which helps mitigate its
relatively narrow market-segment focus," said Standard & Poor's
credit analyst Hema Singh.  In addition to Medicaid, WellCare is a
very good competitor in the Medicare Advantage and PDP markets.
S&P expects WellCare to continue to grow its business volume as it
executes various initiatives to expand its product offerings in
new geographies, providing beneficial diversification to its BRP
and stability of earnings.

S&P's counterparty credit rating on WellCare is constrained by its
concentration of revenue in government-sponsored health care
programs, which exposes the company to adverse reimbursement,
regulatory, and legislative developments.  S&P favorably views the
company's growing presence in new geographies and scale in its
core market segment, especially Medicaid, as this reduces the
concentration of revenue and membership in just a few core
markets.  Florida and Georgia are its largest markets, and S&P
expects theses to constitute about 40% of WellCare's 2013 total
premiums.  The premium concentration from these two states has
been diminishing with each new Medicaid contract win and
acquisition, but some of this concentration will remain in the
near term.  S&P recognizes that the recent Medicaid award and
contract expansion in Florida will add stability to WellCare's
earnings and BRP, but will also increase the company's market
share in the state.

The stable outlook on WellCare reflects S&P's expectation that the
company will continue to grow its business volume and generate
stable cash flow, that operating performance will remain strong
across its core products segment, and that capital adequacy will
remain at least in the 'BBB' area in the next 12 to 24 months.

Although unlikely, S&P could lower the rating by one notch if the
company's EBIT ROR were to decline to less than 2% for a sustained
period or if the loss of one or more of its managed Medicaid
contracts resulted in a significant decline in revenue or cash
flow from operations.

There is a low likelihood for a one-notch upgrade within the next
12 months.  S&P could consider a higher rating as WellCare expands
its geographic presence and scale over many markets and the
potential vulnerability to WellCare's BRP and FRP from a loss of
contracts (Medicaid) within any one of its core markets continues
to diminish.


WKI HOLDING: Moody's Affirms 'B2' CFR & 'B1' Secured Debt Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B2-PD Probability of Default Rating of WKI Holding Company,
Inc. ("World Kitchen"). Concurrently, Moody's affirmed the B1
ratings of the $90 million senior secured revolving credit
facility and $242 million senior secured term loan (including the
proposed $62 million add-on term loan). The stable ratings outlook
is maintained.

Proceeds from the proposed add-on term loan will be used to fund a
$54 million shareholder distribution and associated transaction
expenses.

The incremental facilities will raise leverage by approximately
0.6 time to 5.5 times based on LTM June 30, 2013 lease-adjusted
debt/EBITDA, which includes peak revolver borrowings. "The
increased debt load will position World Kitchen more weakly in the
B2 rating category, however modest earnings growth should allow
the company to delever over time", said Moody's analyst Raya
Sokolyanska.

Rating actions:

Issuer: WKI Holding Company, Inc.

-- Corporate Family Rating, affirmed at B2

-- Probability of Default Rating, affirmed at B2-PD

-- $90 million senior secured revolving credit facility expiring
   February 2018, affirmed at B1 (LGD3, 41%, from LGD3, 39%)

-- $252 million ($242 million outstanding) senior secured term
   loan due March 2019, affirmed at B1 (LGD3, 41%, from LGD3, 39%)

The ratings are subject to the receipt and review of final
documentation.

Ratings Rationale:

The B2 Corporate Family Rating of WKI Holding, Inc. reflects the
company's relatively low margins, high fixed costs, small scale,
cash flow seasonality and operations in the highly competitive and
mature kitchenware category. Moody's expects leverage to decline
marginally in the near term and range in the high-4 times to low-5
times (depending on seasonal revolver borrowings) as a result of
modest earnings growth. While spending by low and middle income
consumers in the US remains weak, the company should benefit from
expanding customer relationships and product launches, as well as
solid international growth. However, heavy capital investment will
continue to constrain cash flow and the company's potential for
debt repayment. The rating also reflects the company's portfolio
of well-recognized kitchenware brands, coupled with a global
footprint.

The rating outlook is stable and reflects Moody's expectation of
low-single-digit earnings growth and an adequate liquidity
profile.

The ratings could be downgraded if operating performance
meaningfully deteriorates for any reason, including supply chain
or manufacturing disruptions, or if liquidity weakens. Credit
metrics driving a potential downgrade include debt/EBITDA
sustained above 5.5 times or sustained negative free cash flow
generation.

The ratings could be upgraded if debt/EBITDA is sustained below
4.5 times, while the company improves its profitability and
liquidity profile. Other factors that could contribute to an
upgrade include increased scale, broader geographic diversity, and
the ability to manufacture key brands such as Corelle in multiple
locations.

Headquartered in Rosemont, Illinois, WKI Holding Company, Inc.
("World Kitchen"), its operating subsidiary World Kitchen LLC and
its other operating subsidiaries manufacture, design and market
dinnerware, bakeware, kitchen tools, rangetop cookware, storage
and cutlery products. Brands include Corelle, Pyrex, Corningware,
Snapware, Visions, Chicago Cutlery, Baker's Secret and others. The
company markets its products primarily in the US (61% of revenue),
Asia-Pacific (27%) and Canada (9%) across a range of distribution
channels including mass merchants, department stores, specialty
retailers, company-operated stores and the internet. The majority
of World Kitchen's equity is held by financial sponsors W Capital
Partners II, L.P. (37%) and Oaktree Capital Management (34%).
Revenues for the LTM period ended June 30, 2013 were approximately
$623 million.


WPCS INTERNATIONAL: Swaps 38,740 Shares for Warrants
----------------------------------------------------
WPCS International Incorporated, on Oct. 25, 2013, entered into an
amendment, waiver and exchange agreement with holders of
outstanding secured convertible notes and common stock purchase
warrants that were sold pursuant to a securities purchase
agreement dated Dec. 4, 2012.  Pursuant to the Amendment, the
Holders exchanged 154,961 of their Warrants for 38,740 shares of
common stock and warrants to purchase 154,961 shares of common
stock.  Effectively, for every four Warrants surrendered, the
Holder received a unit of four Exchange Warrants and one Share.
The closing of the Amendment transaction occurred on Oct. 30,
2013.

The Exchange Warrants are exercisable for a period of five years
from the date of issuance of the original Warrants at an initial
exercise price of $2.1539 per share.  The exercise price will only
adjust in the event of any future stock splits or dividends.

Pursuant to the Amendment, the Holders permanently waived,
effective as of Oct. 24, 2013, various provisions of the Warrants,
including the anti-dilution protection from the issuance of
securities at a price lower than the current exercise price, the
adjustment to market price on the first anniversary of the date of
issuance of the Warrants and the Black-Scholes valuation upon the
occurrence of a Fundamental Transaction.  As a result of these
waivers, (i) the exercise price of the Warrants will only adjust
in the event of any future stock splits or dividends and (ii) the
Company will be able to classify the Warrants as equity on its
balance sheet, rather than as a derivative liability, as had been
done prior to the Amendment.  The exercise price of the Warrants
remains at $2.1539 per share.  After the Amendment, the Warrants
and Exchange Warrants have the same terms, conditions and rights.

In addition, pursuant to the Amendment, the Holders permanently
waived, effective as of the second business day after the
Effective Time, various provisions of the Notes, including the
adjustment to the conversion price under a Fundamental Transaction
(as defined in the Notes), the anti-dilution protection from the
issuance of securities at a price lower than the current exercise
price and the adjustment to market price on the first anniversary
of the date of issuance of the Notes.  As a result of these
waivers, the conversion price of the Notes will only adjust in the
event of any future stock splits or dividends.

Further, the Holders will waive, effective as of the date when the
Holders receive the Shares and Exchange Warrants, certain events
of default that have occurred under the Notes, including as a
result of the previously announced initiation of the NASDAQ
delisting proceeding.  Therefore, upon the Effective Time, the
Company will be in compliance with the terms of the Notes.

It has been determined that the Black-Scholes value of the four
Warrants being exchanged is equal to $7.32 and the parties have
valued the unit at a price of $7.52.  As a result, the Shares
being issued are valued at $0.20.  By the operation of the terms
of the Notes, the conversion price of the Notes will automatically
adjust to $0.20.

                     About WPCS International

Exton, Pennsylvania-WPCS International Incorporated is a global
provider of design-build engineering services for communications
infrastructure, with approximately 250 employees in five
operations centers on three continents.  The Company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to a diversified
customer base in the public services, healthcare, energy and
corporate enterprise markets worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.

As of July 31, 2013, WPCS International had $18.73 million in
total assets, $24.45 million in total liabilities and a $5.72
million total deficit.


WPCS INTERNATIONAL: Drew Ciccarelli Held 3.1% Stake at Oct. 21
--------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Drew Morgan Ciccarelli disclosed that as of
Oct. 21, 2013, he beneficially owned 22,015 shares of common stock
of WPCS International Incorporated representing 3.1 percent of the
shares outstanding.  Mr. Ciccarelli previously reported beneficial
ownership of 8.3 percent equity stake as of Aug. 13, 2013.  A copy
of the regulatory filing is available for free at:

                         http://is.gd/cEoUUd

                      About WPCS International

Exton, Pennsylvania-WPCS International Incorporated is a global
provider of design-build engineering services for communications
infrastructure, with approximately 250 employees in five
operations centers on three continents.  The Company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to a diversified
customer base in the public services, healthcare, energy and
corporate enterprise markets worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.

As of July 31, 2013, WPCS International had $18.73 million in
total assets, $24.45 million in total liabilities and a $5.72
million total deficit.


YSC INC: Has Interim Use of Banks' Cash Collateral Until Dec. 9
---------------------------------------------------------------
In a third interim order dated Oct. 31, 2013, the U.S. Bankruptcy
Court for the Western District of Washington at Seattle authorized
YSC, Inc., to use collateral of Wilshire State Bank and Whidbey
Island Bank through the conclusion of the Fourth Interim Hearing
unless that authorization is extended at that time.

A Fourth Interim Hearing on Debtor's motion for authorization to
use cash collateral will commence on Dec. 9, 2013, at 9:30 a.m.

Per the agreements, each bank will be granted replacement liens.
The Debtor will continue to make its monthly contractual payment
of approximately $19,402 to Wilshire Bank pursuant to the terms of
its loan documents.  The Debtor will pay the pre-maturity
contractual payment of $96,308.83 to Whidbey Island Bank by Oct.
1, 2013.  The Debtor will also continue to make the contractual
payment of approximately $15,400 on the SBA's second-position deed
of trust pursuant to the terms of the loan, which is current.

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.


* Abandoning Property Alone Doesn't Permit Foreclosure
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a bankruptcy court authorized a Chapter 7
trustee to abandon estate property, the automatic stay didn't
evaporate entirely, according to an opinion from the Bankruptcy
Appellate Panel for the Ninth Circuit in San Francisco.

Immediately after the bankruptcy court authorized abandoning the
property, a secured creditor completed foreclosure, before the
case was dismissed. The bankrupt company had the case reopened and
claimed the foreclosure was defective.

In his opinion on Oct. 28 for the three-judge panel, U.S.
Bankruptcy Judge Frank L. Kurtz explained how abandoning property
under Section 554 of the Bankruptcy Code terminates the stay as to
property of the estate, because ownership reverts to the bankrupt.

Judge Kurtz said that abandonment doesn't terminate the stay as
to the debtor under Section 362(a)(5), which protects property
of the debtor. Consequently, the stay as to the property didn't
terminate until a later date when the case was dismissed.

The case teaches that a secured creditor should obtain a
termination of the automatic stay along with abandonment, the
report said.

The case is Gasprom Inc. v. Fateh (In re Gasprom Inc.), 12-1567,
U.S. Bankruptcy Appellate Panel for the Ninth Circuit (San
Francisco).


* Chapter 13 Debtor Permitted to Void Judicial Lien
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an individual in Chapter 13 is entitled to avoid a
judicial lien on his principal residence, the U.S. Bankruptcy
Appellate Panel for the Ninth Circuit in San Francisco ruled on
Oct. 28.

According to the report, in a divorce proceeding before
bankruptcy, the bankrupt's matrimonial lawyer arranged a
settlement where the husband received funds from the former wife
to buy a mobile home. When the lawyer wasn't paid, he obtained a
judgment and a lien from state court for his fees.

Later filing in Chapter 13, the husband claimed the entire $16,000
value of the mobile home was exempt. The bankruptcy judge
dismissed the husband's suit to avoid the lawyer's lien.

The bankruptcy judge reasoned that the debtor had no power to
avoid a judicial lien that was "properly perfected and
enforceable" before bankruptcy.

Writing for the three-judge Appellate Panel, U.S. Bankruptcy Judge
Barry S. Schermer pointed out how Section 522(h) of the Bankruptcy
Code allows a debtor to exercise a trustee's avoiding power under
specified circumstances. Because all requirements were met, the
Chapter 13 bankrupt was entitled to maintain a lawsuit seeking to
avoid the judicial lien impairing an exemption.

The case is McCarthy v. Brevik Law (In re McCarthy), 13-6042, U.S.
Bankruptcy Appellate Panel for the Ninth Circuit (San Francisco).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Oct. 7, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
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Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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                  *** End of Transmission ***