TCR_Public/131112.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 12, 2013, Vol. 17, No. 314


                            Headlines

ABSORBENT TECHNOLOGIES: Court Converts Case to Chapter 7
ACTIVE NETWORK: Moody's Ratings Unaffected by Loan Upsize
AEROVISION HOLDINGS: Court Extends Plan Filing Period to Feb. 17
AEROVISION HOLDINGS: Has Until Feb. 16 to Decide on Leases
AFFINION GROUP: Apollo's Direct Marketer Has Exchange Offer

AMERICAN AIRLINES: Southwest, JetBlue Said to Show Slot Interest
AMERICAN AXLE: Elects New Board Member
ANGLO IRISH: Says It Has 'Unique' Case for Chapter 15
ARC REALTY: Hires McCarter & English as Bankruptcy Counsel
ARC REALTY: List of 20 Largest Unsecured Creditors

ARCH COAL: Bank Debt Trades at 2% Off
ATP OIL: NGP Continues to Receive Monthly Production Payments
BERNARD L. MADOFF: JPMorgan Banker Backed $200-Mil. Loan in 2008
BERNARD L. MADOFF: SIPC Wants JPMorgan Suit Revived in High Court
BERRY PETROLEUM: S&P Retains 'BB-' CCR on CreditWatch Negative

BEVERAGE & MORE: Moody's Rates $180MM Sr. Secured Notes 'Caa2'
BIG M: Mandee Stores Blame Bankruptcy on Insurance Company
BROOKE CORP: Husch Blackwell's Fees Draw Trustee's Objection
BUILDING #19: Obtained Interim Authority to Use Cash Collateral
BUILDING #19: Has Interim Authority to Conduct GOB Sales

BUILDING #19: Taps Tron Group as Financial Advisers
CAESARS ENTERTAINMENT: Closes Sale of Macau Property for $438MM
CARA OPERATIONS: DBRS Places 'B' Issuer Rating Under Review
CAPITOL BANCORP: FDIC Settlement Approval Sought
CARRANZA MANAGEMENT: Case Summary & 16 Top Unsecured Creditors

CHINA PRECISION: MSPC Replaces Moore Stephens as Accountants
CHROMAFLO ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating
CHROMAFLO ACQUISITION: S&P Assigns 'B' Corp. Credit Rating
CO-SIGNER INC: Refinances Legacy Debt & Cures Past Defaults
COBRA ELECTRONICS: In Talks to Finalize Credit Amendment Terms

COUNTRYWIDE FIN'L: BofA Should Pay $863MM in Fannie Mae Case
DALLAS ROADSTER: Has Confirmed Third Amended Plan
DEL MONTE FOODS: Moody's Assigns First-Time B2 Corp. Family Rating
DEL MONTE FOODS: S&P Assigns 'B' CCR & Rates $650MM Loan 'B+'
DELPHI CORP: Pays $23-Mil. for Toxic Cleanup

DESERT HOT SPRINGS, CA: Laying Groundwork for Municipal Filing
DETROIT, MI: NAACP Can't Challenge Emergency Manager Law
DETROIT, MI: U.S. Government Supplemental Brief Filed
DETROIT, MI: Retirees Get February Extension on Health Care
DETROIT, MI: Did Not Negotiate Prior to Filing for Chapter 9

DETROIT, MI: Muni Bond Insurers Sue on Ad Valorem Taxes
DIGERATI TECHNOLOGIES: Says Venue Transfer Order Not Appealable
DOLE FOOD: Murdock's Acquisition Brings Downgrade to B-
DOMTAR CORP: DBRS Raises Issuer Rating From 'BB(high)'
DREW MARINE: Moody's Rates Assigns Corp. Family Rating

DREW MARINE: S&P Assigns 'B' CCR & Rates $255MM Facilities 'B+'
DYNEGY INC: Reports Net Income of $22 Mil. in Third Quarter
EARL SIMMONS: Judge Rejects DMX's Bankruptcy Filing
EARTHBOUND HOLDING: Moody's Affirms 'B3' CFR & Default Ratings
EASTCOAL INC: Intends to File Bankruptcy Proposal in Canada

EDISON MISSION: Has Court Approval for $7.5 Million in Bonuses
ELCOM HOTEL: Gets Final Court OK on $1-Mil. Loan From OBH Funding
ELCOM HOTEL: U.S. Trustee Says Plan Outline Has Deficiencies
ELCOM HOTEL: Two Tenant Groups Object to Plan Outline
ELCOM HOTEL: Two Tenant Groups React to Proposed Asset Sale

EMERITO ESTRADA: Court Extends Plan Filing Period by 60 Days
EMPIRE RESORTS: Incurs $790,000 Net Loss in Third Quarter
ENERGY SERVICES: Appoints New Chief Financial Officer
EXIDE TECHNOLOGIES: $5.44-Mil. Operating Loss for 3rd Quarter
EXIDE TECHNOLOGIES: Wants No Shareholders' Committee

FAIRMONT GENERAL: Panel Tries to Block Fundamental Advisors Loan
FAIRMONT GENERAL: Has Court's Final OK to Use Cash Collateral
FLY FUNDING: S&P Retains 'BB' Corporate Credit Rating
FREESEAS INC: Signs Definitive Agreement for $10-Mil. Investment
FURNITURE BRANDS: Auction Accelerated as Samson to Bid

GASTAR EXPLORATION: Moody's Rates $125MM Add-on Sr. Notes Caa2
GATEWAY CASINOS: DBRS Assigns Provisional B(high) Issuer Rating
GATEWAY CASINOS: S&P Lowers CCR to 'B+' on New Debt Financing
GETTY IMAGES: Bank Debt Trades at 11% Off
GLOBALLOGIC HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Stable

GST LLC: Case Summary & 6 Largest Unsecured Creditors
GUAM WATERWORKS: Moody's Hikes Revenue Bonds Rating to 'Ba1'
HERTZ CORP: Moody's B1 CFR Unaffected by Simply Wheelz Bankruptcy
HUSKY INTERNATIONAL: Moody's Rates New $160MM Sr. Sec. Loan 'Ba3'
INFINIA CORP: Has OK to Hire Parsons Kinghorn as Bankr. Counsel

INTERNATIONAL CABLE: Case Summary & 20 Top Unsecured Creditors
INSTITUTO MEDICO: Seeks to Pay Employee Wages & Benefits
J. CREW: Moody's Hikes Rating on $1.17BB Secured Term Loan to Ba3
JC PENNEY: Bank Debt Trades at 3% Off
KAHN FAMILY: Asks Court to Extend Plan Filing Period Until Dec. 21

LAZARD GROUP: Moody's Rates $500MM Sr. Unsecured Notes 'Ba2'
LEHMAN BROTHERS: Sues Credit Suisse Over $1-Bil. in Bankr. Claims
LEHR CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors
MCCLATCHY CO: Director Nominated as Education Undersecretary
METRO AFFILIATES: To Sell Assets, Proposes Dec. 13 Auction

METRO AFFILIATES: Seeks Extension of Schedules Filing Deadline
METRO AFFILIATES: Taps Kurtzman Carson as Claims & Admin. Agent
MF GLOBAL: Hughes Hubbard Represents Trustee in Property Motion
MICRON TECHNOLOGY: S&P Assigns 'BB-' Sr. Unsecured Notes Rating
MORGANS HOTEL: Obtains $8 Per Share Buyout Bid From Yucaipa

MT. LAUREL LODGING: Seeks to Use Cash Collateral to Operate
MUD KING: Court Extends Plan Filing Period Until Dec. 31
MUD KING: Court Extends Deadline to Decide on CJC Lease
NEXSTAR BROADCASTING: Grant Co. Deal No Impact on Moody's B2 CFR
NGL ENERGY: S&P Affirms 'BB-' Corp. Credit Rating, Stable Outlook

NORTH AMERICAN LIFTING: Moody's Gives B2 CFR, Rates $475MM Debt B1
NORTH AMERICAN LIFTING: S&P Assigns 'B' Corp. Credit Rating
OCEANSIDE MILE: Has Nod to Use Cash Collateral Until Nov. 14
ORMET CORP: Industrial Investment Bank Hiring Approved
ORMET CORP: Objections to Proposed Hannibal CBA Changes Filed

OSX BRASIL: Files for Bankruptcy Protection in Rio de Janeiro
PATRIOT COAL: Creditors to Vote on Bankruptcy Exit Plan
PLY GEM HOLDINGS: Amends Asset-Based Credit Facility with UBS
RAPID-AMERICAN: Exclusive Plan Filing Period Extended to March 4
REALOGY CORP: Posts $110 Million Net Income in Third Quarter

RESIDENTIAL CAPITAL: Panel May Retain Quest as Consultant
RESIDENTIAL CAPITAL: Panel Taps Carter Ledyard as Consultant
RESIDENTIAL CAPITAL: Settles Disputes Over Some Ocwen Deals
RESIDENTIAL CAPITAL: Court OKs Accord in NJ Carpenters Class Suit
RESIDENTIAL CAPITAL: Throws Final Punches in Interest Row

REVEL AC: Mulls Sale 6 Months After Bankruptcy Exit
RIH ACQUISITIONS: Atlantic Club Casino Files in New Jersey
RIH ACQUISITIONS: Atlantic Club Casino Secures $6MM Interim Loan
ROSETTA RESOURCES: Moody's Rates $450MM Sr. Unsecured Notes B2
ROSETTA RESOURCES: S&P Rates $450 Million Unsecured Notes 'B+'

RR DONNELLEY: Moody's Rates New $350MM Sr. Unsecured Notes 'Ba3'
RUBY TUESDAY: Demoted to B3 on Declining Same-Store Sales
SAN BERNARDINO, CA: CalPERS Again Seeks Appeal of Ch. 9 Status
SCHUTJER BOGAR: Settles With Ex-Partner After Exiting Bankruptcy
SEANERGY MARITIME: Receives Delisting Notice From NASDAQ

SIMPLY WHEELZ: Catalyst to Acquire Advantage Rent a Car by Dec.
SHELBOURNE NORTH WATER: Going Into Chapter 11 in Illinois
SML REALTY: Case Summary & Largest Unsecured Creditors
SPENDSMART PAYMENTS: Chord to Provide Accounting Solutions
SUNTECH POWER: Seeks Dismissal of Involuntary U.S. Bankruptcy

SUNTECH POWER: Takes Step Toward Final Wind-Down
TEMPLAR ENERGY: Moody's Assigns B2 CFR & Rates New $700MM Loan B3
TEMPLAR ENERGY: S&P Assigns 'B' CCR & Rates $700MM Loan 'B-'
THINKFILM LLC: Investor Says Bergstein Owes $590MM for Loan Fraud
TMT GROUP: Sent to Mediate With Objecting Banks

TOLL BROTHERS: Moody's Affirms 'Ba1' CFR & Unsecured Notes Rating
TOLL BROTHERS: S&P Affirms 'BB+' CCR After Shapell Acquisition
TOYS R US: Bank Debt Trades at 6% Off
TRAVEL LEADERS: Moody's Assigns 'B2' CFR & Rates $185MM Loan 'B1'
UNIVAR N.V.: Bank Debt Trades at 1% Off

USEC INC: Incurs $44.3 Million Net Loss in Third Quarter
UTSTARCOM HOLDINGS: Non-Binding Going Private Proposal Withdrawn
UTSTARCOM HOLDINGS: Himanshu Shah Owns 17.6% of Ordinary Shares
VELO HOLDINGS: Fails to Stop States' Consumer Protection Query
WALTER ENERGY: Bank Debt Trades at 2% Off

ZOGENIX INC: Incurs $10.8 Million Net Loss in Third Quarter

* Defaulting Is No Waiver of Stern v. Marshall Rights
* Web Addresses, Phone Number Aren't Estate Property
* BofA Said in Settlement Talks over Credit Card Products
* Bankruptcy Filings Show More Signs of Bottoming Out

* Moody's Says North American Telecom Bond Covenants Weakens
* CFPB Puts Lawyers in Cross Hairs
* Cross-Border Insolvency & Chapter 11 Webinar Set for Dec. 10
* Dodd-Frank Derivatives Momentum Threatened by Vacancies on CFTC

* Cross-Border Insolvency & Chapter 11 Webinar Set for Dec. 10

* Large Companies With Insolvent Balance Sheets


                            *********


ABSORBENT TECHNOLOGIES: Court Converts Case to Chapter 7
--------------------------------------------------------
The Hon. Trish M. Brown of the U.S. Bankruptcy Court for the
District of Oregon has converted, at the behest of Absorbent
Technologies, Inc., the Debtor's Chapter 11 case to a case under
Chapter 7.  Kenneth S. Eiler is appointed interim trustee of this
estate.

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.  The Law Office of Gary U.
Scharff serves as the Debtor's counsel.  The Debtor is also
represented by Heather A. Brann, Esq., at Heather A. Brann, PC, in
Portland, Oregon.

The Beaverton, Oregon-based company developed, produced, and
marketed starch-based superabsorbent products and ingredients in
the United States and internationally.  It offered Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately held Absorbent Technologies.

The Debtor filed for bankruptcy to seek a buyer for its assets and
property.

The U.S. Trustee formed a four-member committee of unsecured
creditors.  Green & Markley, P.C. represents the Committee.


ACTIVE NETWORK: Moody's Ratings Unaffected by Loan Upsize
---------------------------------------------------------
Moody's Investors Service said that the $20 million increase in
The Active Network, Inc.'s 2nd lien term loan is a credit negative
development as it results in pro forma debt to EBITDA of about 7.4
times, up from 7.2 times, but that the ratings remain unchanged.

Active, controlled by Vista, provides software that enables
registration for events and activity licensing, as well as event-
related marketing services. Customer groups include business
events, community activities, activity licensing, camping,
recreation, and sports.


AEROVISION HOLDINGS: Court Extends Plan Filing Period to Feb. 17
----------------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida has extended, at the behest of
Aerovision Holdings 1 Corp., the exclusivity period within which
the Debtor must file a plan of reorganization until Feb. 16, 2014,
with a reciprocal 60-day extension of the exclusive right to
obtain acceptances of the plan.

"The case is still in its early stages, but much progress has been
made by the Debtor and counsel outside the courtroom and behind
the scenes.  The Debtor is still addressing case issues and needs
additional time to further negotiate with the Debtor's creditors,
towards a resolution of case issues and a possible consensual plan
of reorganization," Craig I. Kelley, Esq., at Kelley & Fulton,
P.L., the attorney for the Debtor, stated.

Mr. Kelley related that the Debtor recently settled a substantial
controversy with contested creditor i3 Aircraft Holdings, LLC, and
is in the process of documenting the resolution for approval by
the Court through a forthcoming motion.  Additionally, the Debtor
is in negotiations with another group of contested creditors --
Tiger Aircraft Corp, Logix Global, Inc., and Aerovision, LLC --
for which mediation was scheduled for Sept. 30, 2013, in front of
Robert Furr as the mediator.  On Sept. 6, 2013, the Tiger Parties
filed a motion to dismiss case, or in the alternative motion for
relief from stay, which was scheduled for hearing on Oct. 22,
2013.  The results of the negotiations will be of paramount
importance to the direction of the Disclosure Statement and Plan
in this case.  Without knowing the results of this negotiation,
the Debtor is unable to adequately prepare a disclosure statement
and plan, Mr. Kelley said.

As reported by the Troubled Company Reporter on Oct. 28, 2013, the
Debtor filed an amended response to the motion to dismiss, or in
the alternative, relief from the automatic stay.  The Debtor said
it entered into a settlement agreement with i3 Aircraft Holdings
One and Integration Innovation, Inc.  In this relation, the motion
to dismiss will be withdrawn as part of the agreement.

              About Aerovision Holdings 1 Corp.

Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AEROVISION HOLDINGS: Has Until Feb. 16 to Decide on Leases
----------------------------------------------------------
The Hon. Paul G. Hyman of the U.S. Bankruptcy Court for the
Southern District of Florida has extended, at the behest of
Aerovision Holdings 1 Corp., the time for the Debtor to assume or
reject executor contracts and unexpired leases of non-residential
real property in which the Debtor is lessee.

The Court has given the Debtor, through and including the earlier
of the date of the entry of an order confirming a plan of
reorganization or through and including, Feb. 16, 2014, whichever
occurs sooner, in which to assume or reject the contracts and
leases.

The Debtor has executory contracts and unexpired lease agreements
for rental property and pieces of equipment necessary for the
continued operation of the Debtor's business.  The Debtor had 120
days from the date of the filing of its petition in which to
assume or reject an unexpired lease in which the Debtor is the
lessee, which ran on Oct. 19, 2013.  The Debtor requested
additional time to determine whether to assume or reject the
contracts and leases due to the fact that the Debtor is in the
midst of a complex resolution discussions and negotiations with
contested creditors.

According to Craig I. Kelley, Esq., at Kelley & Fulton, P.L., the
attorney for the Debtor, the Debtor is still addressing case
issues and needs additional time to further negotiate with the
Debtor's creditors, towards a resolution of case issues and a
possible consensual plan of reorganization.  The Debtor stated
that it is not prudent for the Debtor to make a business decision
whether or not to assume or reject the leases and contracts at
this time until it is clear whether the issues with the creditors
can be resolved.  "It is not in the best interest of the estate
for the Debtor to assume the leases and contracts at the present
time since assumption of the leases and contracts, and subsequent
failure of this case, could result in a large Chapter 11
administrative claim to the estate," Mr. Kelley stated.

              About Aerovision Holdings 1 Corp.

Aerovision Holdings 1 Corp. filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AFFINION GROUP: Apollo's Direct Marketer Has Exchange Offer
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Affinion Group Holdings Inc., a Stamford,
Connecticut-based direct marketer, proposed an exchange offer last
week that Standard & Poor's called "tantamount to a default."

According to the report, the exchange offer pushes out maturity
until 2018 of the holding company's 11.625 percent senior notes
and the operating company's 11.5 percent senior subordinated
notes.

For the time being, S&P lowered Affinion's corporate rating by
three grades to CC. Assuming the exchanges are completed, S&P said
it likely won't raise the corporate rating above CCC+.

In June, Moody's Investors Service said Affinion needed "an equity
infusion, divestiture of assets, or material rebound in
consolidated revenues" to avoid a distressed exchange.  Affinion
is 70 percent-owned by an affiliate of Apollo Management LP,
according to Moody's.

The $355.5 million in 11.5 percent senior subordinated bonds of
operating company Affinion Group Inc. due in 2015 last traded on
Nov. 8 for 99 cents on the dollar, to yield 12.086 percent,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. The bonds sold for 76.5
cents in early July.

The $325 million in 11.625 percent senior unsecured bonds of
Affinion Group Holdings due in 2015 traded on Nov. 8 for 84.5
cents, to yield 21.558 percent, Trace reported. The bonds were
trading around 57 cents before the exchange offer was announced.

Affinion Group Holdings reported a $54.3 million net loss during
the first three quarter of 2013 on revenue of $1.02 billion. For
2012, the net loss was $138.3 million on revenue of about $1.5
billion.

The balance sheet was upside down on Sept. 30, with assets of
$1.44 billion and total liabilities of $2.91 billion.

Affinion markets membership, insurance and credit card services
under the names of financial institutions and retailers.


AMERICAN AIRLINES: Southwest, JetBlue Said to Show Slot Interest
----------------------------------------------------------------
David Welch, David McLaughlin & Mary Schlangenstein, writing for
Bloomberg News, reported that Southwest Airlines Co. and JetBlue
Airways Corp. told regulators they're interested in acquiring
Washington flight slots that may be available under a settlement
of the U.S. lawsuit to block the American Airlines-US Airways
Group Inc. merger, people familiar with the matter said.

According to the report, the carriers want American and US Airways
to give up as many slots as possible at Reagan National Airport,
said the people, who asked not to be identified because details
are private. Southwest also is in discussions with the Justice
Department about adding slots at New York's LaGuardia Airport, one
person said.

Having a market for the slots would clear a possible hurdle as AMR
Corp.'s American, US Airways and the Justice Department explore
resolving the antitrust lawsuit filed Aug. 13 to block the merger,
the report said. A post-merger American would have an unacceptably
high 69 percent of Reagan National flights, the U.S. says.

For Southwest and JetBlue, the Justice Department's insistence on
AMR-US Airways asset sales as a condition to approve a merger
creates an opportunity to expand at Reagan National, the only one
of Washington's three major airports with federal flight limits,
the report related.

Attorney General Eric Holder said Nov. 4 that divestitures would
be required at crucial airports across the U.S. as part of "any
resolution in this case," the report further related.  If
settlement talks don't succeed, the U.S. is prepared to go to
trial Nov. 25, he said.

                       Southwest's Brief

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Southwest Airlines Co. will file a brief telling the
federal district court in Washington that the proposed merger
between AMR Corp. and US Airways Group Inc. will "substantially
lessen competition" unless the leading low-cost carrier is
given ability to operate a "significant number" of flights
from Reagan National Airport in Washington and LaGuardia Airport
in New York.

According to the report, Southwest might be the Achilles heel in a
government economic analysis designed to block the merger under
AMR's Chapter 11 reorganization plan. The government largely
ignored competition afforded by Southwest and JetBlue Airways
Corp. because those two low-cost carriers use a different business
model.

Without objection from the government, AMR or US Airways, U.S.
District Judge Colleen Kollar-Kotelly allowed Southwest to submit
a 25-page brief by Nov. 15.

In a Nov. 7 filing seeking the right to submit a brief, Southwest
pointed to US Airways' argument that "competitive discipline"
flows from "Southwest's low-priced fares."

Southwest, which flies the most passengers of any U.S. airline,
said its access to the New York and Washington airports is
"extremely limited." It said that allowing the merger "would
restrict the availability of slots to Southwest and other low-cost
carriers."

The airline's filing is significant for implying that the merger's
anticompetitive effects wouldn't be alleviated by transferring
gates and slots at the two airports to other hub-and-spoke
airlines.

Last month, Bloomberg reported that the government was in
settlement talks with AMR and US Airways, focusing on the
divestiture of routes to alleviate antitrust objections.

The antitrust trial is scheduled to begin Nov. 25.

American Airlines shares rose steadily following a three-day fall
in August after the U.S. sued to bar the airlines from merging
under AMR's Chapter 11 plan. Since then, the stock has almost
quadrupled, rising 4.2 percent on Nov. 8 to $9.62 in over-the-
counter trading.

The bankruptcy court formally approved AMR's plan in October.

AMR rose 25 percent on Nov. 4 on news that the airlines and the
government were in settlement talks. Selling for about 40 cents in
October, the stock rose to $1.30 before the merger was announced
in February.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

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


AMERICAN AXLE: Elects New Board Member
--------------------------------------
Samuel Valenti III was elected as an independent director of the
Board of American Axle & Manufacturing Holdings, Inc., effective
Oct. 31, 2013.  Mr. Valenti will serve as a Class III director.
Mr. Valenti will also serve on AAM's audit and strategy
committees.

Mr. Valenti currently serves as the Chairman of the Board of
TriMas Corporation, a publicly traded $1.4 billion-dollar
manufacturer of highly engineered precision products for industry.
He also serves as Chairman and C.E.O. of Valenti Capital and World
Capital Partners, which are investment firms located in Bloomfield
Hills, Michigan.  Prior to his current roles, Mr. Valenti served
as the president of Masco Capital Corporation and is a 40-year
veteran of Masco Corporation, a Fortune 500 manufacturer of home
building and home improvement products.  He is also the former
Chairman of the Investment Advisory Board of the $50 billion State
of Michigan retirement system.  Mr. Valenti is a member of the
Business Leaders for Michigan and serves as Chairman of the
Business Leaders for Michigan, Renaissance Venture Capital Fund.

"We are pleased to have Sam join AAM's Board of Directors," said
AAM Chairman, president & CEO David C. Dauch.  "He brings over 40
years of experience in the management of diversified manufacturing
businesses and financial matters to the Board.  His strong
leadership and experience will be of value to AAM as we continue
to focus on achieving our long-term goals of profitable growth,
diversification, and debt reduction to build value for our
stakeholders."

AAM is a world leader in the manufacture, engineering, design and
validation of driveline and drivetrain systems and related
components and modules, chassis systems and metal-formed products
for light trucks, sport utility vehicles, passenger cars,
crossover vehicles and commercial vehicles.  In addition to
locations in the United States (Michigan, Ohio, Pennsylvania and
Indiana), AAM also has offices or facilities in Brazil, China,
Germany, India, Japan, Luxembourg, Mexico, Poland, Scotland, South
Korea, Sweden and Thailand.

                         About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

As of June 30, 2013, the Company had $3 billion in total assets,
$3.11 billion in total liabilities and a $101.6 million total
stockholders' deficit.

                           *     *     *

In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.

As reported by the TCR on Sept. 5, 2013, Fitch Ratings has
affirmed the 'B+' Issuer Default Ratings of American Axle &
Manufacturing Holdings, Inc. (AXL) and its American Axle &
Manufacturing, Inc. (AAM) subsidiary.  The ratings and Positive
Outlook for AXL and AAM are supported by Fitch's expectation that
the drivetrain and driveline supplier's credit profile will
strengthen over the intermediate term, despite some deterioration
over the past year.


ANGLO IRISH: Says It Has 'Unique' Case for Chapter 15
-----------------------------------------------------
Law360 reported that Irish Bank Resolution Corp. Ltd., formerly
known as Anglo Irish Bank, told a Delaware bankruptcy judge on
Nov. 6 that its bid for Chapter 15 recognition is supported by its
"unique" situation, which was forged by the global economic crisis
that had threatened the very fabric of the Irish economy.

According to the report, during a daylong hearing in Wilmington,
IBRC attorney Van C. Durrer II of Skadden Arps Slate Meagher &
Flom LLP argued for its bid for Chapter 15 protection as it goes
through a massive government-mandated liquidation.

                       About Anglo Irish

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation (IBRC).

Standard & Poor's Ratings Services said that it lowered its long-
and short-term counterparty credit ratings on Irish Bank
Resolution Corp. Ltd. (IBRC) to 'D/D' from 'B-/C'.   S&P also
lowered the senior unsecured ratings to 'D' from 'B-'.  S&P then
withdrew the counterparty credit ratings, the senior unsecured
ratings, and the preferred stock ratings on IBRC.  At the same
time, S&P affirmed its 'BBB+' issue rating on three government-
guaranteed debt issues.

The rating actions follow the Feb. 6, 2013, announcement that the
Irish government has liquidated IBRC.

The former Irish bank sought protection from creditors under
Chapter 15 of the U.S. Bankruptcy Code on Aug. 26, 2013 (Bankr.
D. Del., Case No. 13-12159).  The former bank's Foreign
Representatives are Kieran Wallace and Eamonn Richardson.  Its
U.S. bankruptcy counsel are Mark D. Collins, Esq., and Jason M.
Madron, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.


ARC REALTY: Hires McCarter & English as Bankruptcy Counsel
----------------------------------------------------------
Arc Realty Ventures, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ McCarter & English,
LLP, as counsel.

The firm will be paid at these hourly rates:

   Partners           $370 to $825 per hr.
   Associates         $220 to $450 per hr.
   Law Clerks         $145 to $190 per hr.
   Paralegals          $90 to $225 per hr.

Professionals who are expected to take primary roles in
representing the Debtors are:

                                                      Hourly Rate
                                                      -----------
   Eduardo J. Glas, Esq. -- eglas@mccarter.com              $500
   Scott H. Bernstein, Esq. -- sbernstein@mccarter.com      $395
   Stacy Lipstein, paralegal                                $200

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

Mr. Glas, a partner with the law firm of McCarter & English,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

Prior to the Petition Date, McCarter & English received an advance
payment retainer in the amount of $30,000 from Ram Ajjarapu, a
member of the Debtor?s primary secured lender, North-East Realty,
LLC.  Fees incurred prior to the Petition Date in the amount of
$2,386 and expenses incurred prior to the Petition Date in the
amount of $1,213 were invoiced and paid from the Advanced Payment
Retainer.  As of the Petition Date, McCarter & English is holding
the Advanced Payment Retainer in the amount of $26,400 to apply to
its postpetition fees and expenses as allowed by the Court.

Warren, New Jersey-based Arc Realty Ventures, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 31,
2013 (Case No. 13-33862, Bankr. D.N.J.).  The case is assigned to
Judge Christine M. Gravelle.  The Debtor is represented by Eduardo
J. Glas, Esq., at MCCARTER & ENGLISH, in Newark, New Jersey.

The Debtor has estimated assets ranging from $10 million to $50
million and estimated liabilities ranging from $1 million to $10
million.  The petition was signed by Murty Azzarapu, manager.


ARC REALTY: List of 20 Largest Unsecured Creditors
--------------------------------------------------
Arc Realty Ventures, LLC, filed with the U.S. Bankruptcy Court for
the District of New Jersey a list of creditors holding 20 largest
unsecured claims:

   Entity                          Nature of Claim  Claim Amount
   ------                          ---------------  ------------
Bergman Real Estate Group          Trade debt            $12,000
555 US Highway 1 South
Iselin, NJ 08830

Cesco-Clifton Elevator             Trade debt             $4,800
Service Co.
23261 Network Place
Chicago, IL 60673

Direct Energy Business             Trade debt            $24,593
PO Box 70220
Philadelphia, PA 19176

Elias B. Cohen & Associates        Trade debt             $7,303
101 Eisenhower Parkway
Roseland, NJ 07068

Fania Roofing Company              Trade debt             $4,392
271 E. Blackwell Street
Dover, NJ 07802

Lawns by Yorkshire, Inc.           Trade debt             $1,145
9 Bergenline
Westwood, NJ 07675

M & S Building Services Corp       Trade debt             $6,976
519 Second Avenue
North Brunswick, NJ 08902

Midco Waste                        Trade debt             $1,500
5 Industrial Way
New Brunswick, NJ 08901

Myers                              Trade debt             $6,706
44 S. Commerce Way
Bethlehem, PA 18017

New Jersey American Water          Trade debt             $1,361
PO Box 371476
Pittsburgh, PA 15250

NJ Division of Fire Safety         Trade debt             $1,181
PO Box 809
Trenton, NJ 08625

Orkin                              Trade debt              $818
95 Lackawana Avenue
Little Falls, NJ 07424

PSE&G Co.                          Trade debt           $55,289
PO Box 14444
New Brunswick, NJ 08906

Rubin, Kaplan & Associates         Trade debt            $3,000
200 Centennial Avenue,
Ste110
Piscataway, NJ 08854

SDG Alarmtronics                   Trade debt              $552
PO Box 924
Flemington, NJ 08822

State of New Jersey                Trade debt            $6,005
Division of Employer
Accounts
PO Box 059
Trenton, NJ 08625

Stratton Electric Service, Inc.    Trade debt            $4,770
2229 Morris Avenue
Union, NJ 07083

U.S. Energy Services, Inc.         Trade debt            $1,000
PO Box 1414
Minneapolis, MN 55480

Unitemp                            Trade debt            $3,048
PO Box 249
Bernardsville, NJ 07924

VJP Contracting Inc.               Trade debt            $5,730
67 N. Randolphville Road
Piscataway, NJ 08854


ARCH COAL: Bank Debt Trades at 2% Off
-------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 97.75 cents-on-the-
dollar during the week ended Friday, November 8, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal. This represents an increase of 0.92
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 450 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 17, 2018, and carries
Moody's B1 rating and Standard & Poor's BB- rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                        *     *     *

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


ATP OIL: NGP Continues to Receive Monthly Production Payments
-------------------------------------------------------------
NGP Capital Resources Company on Nov. 7 disclosed that it has
continued to receive the company's share of monthly production
payments from ATP Oil & Gas Corporation, pursuant to its limited-
term overriding royalty interests (the "ORRIs") in ATP's Telemark
offshore oil and gas properties, in accordance with the Bankruptcy
Court's order and subject to a disgorgement agreement executed in
August 2012.  As of September 30, 2013, the Company's unrecovered
investment in the ORRIs was $30.5 million, and it had received
aggregate production payments of $21.7 million subject to the
disgorgement agreement, $1.7 million of which was received during
the third quarter of 2013.  Production payments in the third
quarter were lower than in previous quarters in part because
production from ATP's Gomez properties ceased on April 30, 2013,
and also because production from the Telemark properties was
temporarily shut-in for scheduled downstream pipeline maintenance.

On October 17, 2013, the Bankruptcy Court judge approved the sale
of ATP's Telemark properties and other properties operated by ATP
to a newly formed company called Bennu Oil & Gas, LLC, which is
owned by the lenders to ATP's debtor-in-possession ("DIP") credit
facility.  The Company's ORRI continues to burden the Telemark
properties, subject to a resolution of the issues in our pending
lawsuit against ATP.  The sale to Bennu closed on November 1,
2013.

                           About ATP Oil

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

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

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

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

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

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


BERNARD L. MADOFF: JPMorgan Banker Backed $200-Mil. Loan in 2008
----------------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that a former
JPMorgan Chase & Co. banker who managed Bernard Madoff's account
said the con man was on track to receive a $200 million loan less
than a month before his arrest if the request hadn't been dropped.

According to the report, Daniel Bonventre, one of five ex-Madoff
employees on trial for allegedly aiding the fraud, asked JPMorgan
in November 2008 to borrow twice Madoff's credit limit of $100
million, with U.S. Treasuries as collateral, Mark Doctoroff, who
left the bank last year, testified on Nov. 7 in federal court in
Manhattan.

"They are doing well financially," Doctoroff said of Madoff's
securities firm in an e-mail to JPMorgan's credit department on
Nov. 17, 2008, the report related.  "They are looking at the
current market as an opportunity to make investments, true to
their value investing style."

The five former employees are accused of helping Madoff hide his
fraud from customers, banks and regulators for years, and getting
rich in the process, the report noted.  It's the first criminal
trial stemming from the scheme, which prosecutors say started in
the early 1970s and imploded at the peak of the financial crisis.

The loan was part of a last-ditch attempt by Madoff to secure cash
as his Ponzi scheme was collapsing and Bonventre's role in the
application process was one of the many examples of his
involvement in the fraud, prosecutors have said, the report
further related.

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

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BERNARD L. MADOFF: SIPC Wants JPMorgan Suit Revived in High Court
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Bernard Madoff's investment firm is
entitled to sue JPMorgan Chase & Co. and other banks accused of
facilitating Madoff's Ponzi scheme, the Securities Investor
Protection Corp. said in a filing with the U.S. Supreme Court.

According to the report, SIPC implored the Supreme Court in papers
filed Nov. 8 to review and reverse a June ruling by the U.S. Court
of Appeals in New York that the trustee, Irving Picard, is tainted
by the Madoff fraud and barred from suing those who enabled theft.

Bernard L. Madoff Investment Securities Inc. began liquidating in
December 2008 with the appointment of Picard as trustee under the
Securities Investor Protection Act. As trustee, Picard asked
permission in October for an appeal to the high court seeking to
reinstate $30.6 billion in lawsuits against the banks.

SIPC faulted the New York-based U.S. Court of Appeals for the
Second Circuit for disagreeing with other circuits, saying it
misread SIPA in barring Picard from asserting claims that
customers could bring against alleged perpetuators of the fraud.

SIPC said the New York court disregarded plain language in SIPA,
which says SIPC is "subrogated" to the claims of "customers."
Subrogation, or the right to pursue a claim belonging to someone
else, is available, SIPC said, because it paid $800 million to
customers covering their claims of as much as $500,000 each.

The Second Circuit erred in ruling that subrogation applies only
to customers' claims against Madoff, not against third parties
such as the banks, according to SIPC.

The Second Circuit's dismissal of Picard's claims rested partly on
the doctrine of "in pari delicto." This ancient equitable
principle prevents someone involved in a fraud from suing someone
else involved. The New York court followed cases saying a
bankruptcy trustee is perfumed with the bankrupt's stench and thus
disabled from suing parties to the fraud.

SIPC said the Second Circuit ignored Supreme Court cases
commanding that in pari delicto can't "interfere with compelling
federal interests" and can't be asserted as a defense "to claims
brought under federal securities laws, of which SIPA is a part."

The lenders who succeeded in having Picard's suit dismissed will
be filing their papers with the Supreme Court on Dec. 9,
presumably opposing further review in the high court.

Unless the Supreme Court sets aside the New York court's ruling,
Picard is unlikely to pay off the entire $17.3 billion in claims
resulting from Madoff's fraud. So far, he has paid customers about
54 percent of their claims, calculated as the difference between
what they invested and what they withdrew.  The New York appeals
court ruled that Picard is correct in not paying claims for
fictitious profits.

Other banks that got Picard's cases dismissed include HSBC
Holdings Plc, UBS AG and UniCredit SpA.

Defrauded customers can't expect to recover any of the profit
shown on their account statements absent a victory against the
banks. Fictitious profit claims would have the status of general
creditor claims, paid lower down the line than customer claims.

The case in the Supreme Court is Picard v. JPMorgan Chase &
Co., 13-448, U.S. Supreme Court (Washington).

                      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.


BERRY PETROLEUM: S&P Retains 'BB-' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit and other ratings on Denver, Colo.-based Berry Petroleum
Co. remain on CreditWatch where S&P placed them on Feb. 22, 2013,
with negative implications, pending the closing of the transaction
under which Linn Energy would acquire all of Berry Petroleum Co.'s
outstanding common stock.

The CreditWatch placement followed the announcement that Linn
Energy will acquire all of Berry's outstanding shares for a total
consideration of $4.3 billion, including Berry's existing debt.
On Nov. 4, 2013, Linn and Berry announced that their respective
shareholders approved an amendment to the existing merger
agreement to extend the termination date to Jan. 31, 2014, from
Oct. 31, 2013, and an increase in the exchange ratio to 1.68
shares of LinnCo stock for each outstanding common share of Berry
stock, up from the previous ratio of 1.25 shares.  Pursuant to the
amendment, the transaction is now valued at about $4.9 billion.
The transaction is structured as a stock-for-stock merger and is
expected to close on or before Jan. 31, 2014.

"Resolution of the CreditWatch placement of the ratings on Berry
Petroleum will depend both on the ultimate corporate credit rating
on Linn Energy, as well as Berry's position in the resulting
capital structure," said Standard & Poor's credit analyst Susan
Ding.

The rating on Linn Energy will depend on S&P's analysis of the
combined entity, including its financial and operating strategies
and pro forma credit measures.


BEVERAGE & MORE: Moody's Rates $180MM Sr. Secured Notes 'Caa2'
--------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Beverages &
More, Inc.'s ("BevMo") proposed $180 million senior secured notes
due 2017, while affirming its Caa1 Corporate Family Rating and
Caa1-PD Probability of Default Rating. The stable ratings outlook
is maintained.

Proceeds from the proposed senior secured notes will be used to
repay the company's $125 million senior secured notes due 2014 and
$41 million senior secured HoldCo PIK notes due 2015, and pay for
transaction expenses.

"The proposed refinancing would address BevMo's upcoming
maturities", said Moody's analyst Raya Sokolyanska. "However, we
anticipate credit protection metrics will remain weak in the
intermediate term, including lease-adjusted leverage near 7.0
times and interest coverage as measured by EBITA/interest expense
near 1.0 time. The company's growth prospects are limited by the
mature nature of alcohol retailing and continuing intense
competition from grocery and club stores. Given Moody's
projections for weak free cash flow generation, debt repayment
potential is also limited."

Rating actions:

Issuer: Beverages & More, Inc.

-- Corporate Family Rating, affirmed at Caa1

-- Probability of Default Rating, affirmed at Caa1-PD

-- Proposed $180 million senior secured notes due 2017, assigned
    Caa2 (LGD4, 63%)

The ratings on the existing notes will be withdrawn upon closing
of the transaction.

All ratings are subject to the receipt and review of final
documentation.

Ratings Rationale:

The Caa1 corporate family rating reflects BevMo's weak credit
protection metrics, including pro-forma mid-7.0 times lease-
adjusted leverage, interest coverage below 1.0 time, and nominal
free cash generation, which stem mainly from the 2007 leveraged
buy-out of the company by TowerBrook Capital Partners, L.P. and a
subsequent debt-funded dividend. The company's small size, limited
geographic footprint relative to other retailers, and the highly
competitive nature of the alcohol retail industry are also
significant ratings constraints. At the same time, supporting the
rating are the company's established position in its core
California market, adequate liquidity, resilience of consumer
demand, and lack of significant fashion and obsolescence risk.

The stable outlook reflects Moody's expectation that BevMo will
refinance its upcoming debt maturities in a timely and economical
manner and maintain an adequate overall liquidity profile. The
outlook also incorporates Moody's projections for modest earnings
and credit metrics improvement over time, supported by the
maturation of approximately 35 stores opened during 2012-2013
coupled with planned new store growth.

The ratings could be downgraded if the company does not refinance
its 2014 debt maturities in a timely and economical manner, if
operating performance deteriorates, if liquidity weakens in any
way, or financial policies become more aggressive.

The ratings could be upgraded if the company demonstrates
sustained positive same store sales growth, improved operating
margins, positive free cash flow, and a commitment towards
deleveraging. Specific metrics include debt/EBITDA sustained below
7.0 times and EBITA/interest expense sustained above 1.0 time.

Beverages & More, Inc. is an alcoholic beverage retailer. The
company operated a total of 144 stores, with 60 in Northern
California, 64 in Southern California, 10 in Arizona, and 10 in
Washington as of October 5, 2013. Revenues for the last twelve
months ended July 13, 2013 were approximately $680 million.
Private equity sponsor TowerBrook Capital Partners, L.P. has owned
the company since 2007.


BIG M: Mandee Stores Blame Bankruptcy on Insurance Company
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Big M Inc. -- previously the operator of Annie Sez,
Mandee and Afaze stores -- blamed the women's wear retailer's
bankruptcy on Westport Insurance Corp., the provider of property
damage and business interruption insurance.

According to the report, entering bankruptcy in January with 129
stores, Big M contends in a lawsuit begun last week in New Jersey
bankruptcy court that Overland Park, Kansas-based Westport
"unreasonably delayed adjustment" of the claim made following
damage caused by storm Sandy in October 2012.

Big M says in the complaint that Westport's delay and "failure to
fully reimburse" caused the retailer's "financial failure" and
ensuing Chapter 11 filing.

Westport is a unit of Swiss Re AG. Officials at the insurer didn't
return a call over the weekend seeking comment on the lawsuit.

Receiving no competing bids, Big M was authorized by the
bankruptcy court in May to sell the business to YM Inc. from
Toronto for $5 million, plus a maximum of $17.5 million for the
inventory.

Before the sale, Totowa, New Jersey-based Big M operated in eight
states, with 84 Mandee stores catering to women ages 16 to 35. Big
M was owned by the Mandelbaum family.

Initially, Big M said debt included $3.2 million owing on a
subordinated secured loan payable to April Vreeland Associates
and $15 million in unsecured debt, according to a court filing.
Later, Big M filed official lists showing assets and debt both
amounting to $21.4 million. Liabilities included $5 million in
secured debt, according to the later filing.

                          About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013, with Salus Capital Partners, LLC,
funding the Chapter 11 effort.  Judge Donald H. Steckroth presides
over the case.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

Attorneys at Becker Meisel LLC serve the Debtor as conflicts
counsel.

The Debtor disclosed $21,384,430 in assets and $21,374,057 in
liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors has tapped Cooley
Godward Kroish, LLP, as its counsel, and CBIZ Accounting, Tax and
Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as
its financial advisor.

As reported in the TCR on June 7, the Bankruptcy Court authorized
the Debtor to sell substantially all of its assets to YM LLC USA,
formerly known as YM Inc USA, pursuant to an asset purchase
agreement.


BROOKE CORP: Husch Blackwell's Fees Draw Trustee's Objection
------------------------------------------------------------
Law360 reported that the U.S. bankruptcy trustee for an insurance
company that went belly-up in 2008 objected in Kansas federal
court on Nov. 6 to paying the bill of the company's law firm,
Husch Blackwell LLP, saying the estate's nearly $12 million in
payments to the firm is unfair to creditors.

According to the report, the bankruptcy trustee for Brooke Corp.,
the defunct insurer, has paid Husch more than $11.7 million,
according to the objection. Meanwhile, its pre-bankruptcy
unsecured creditors have been awarded $559,000, the trustee wrote
in the Nov. 6 objection.

                       About Brooke Corp.

Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/--
was an insurance agency and finance company.  The company owned
81% of Brooke Capital.  The majority of the company's stock was
owned by Brooke Holding Inc., which, in turn was owned by the Orr
Family.  A creditor of the family, First United Bank of Chicago,
foreclosed on the BHI stock.  The company's revenues were
generated from sales commissions on the sales of property and
casualty insurance policies, consulting, lending and brokerage
services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No. 08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors disclosed assets
of $512,855,000 and debts of $447,382,000.

On Oct. 29, 2008, the Court granted a motion to jointly administer
the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke
Investment with the Brooke Corporation bankruptcy case being the
lead case.

The case was converted to Chapter 7 on June 29, 2009.  Christopher
J. Redmond was named Chapter 7 Trustee.  He is represented by
Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D.
Fielding, Esq., at Husch Blackwell LLP.


BUILDING #19: Obtained Interim Authority to Use Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
(Eastern Division) gave Building #19, Inc., and its debtor
affiliates' interim authority to use cash collateral on the terms
and conditions discussed on the record.

A further evidentiary hearing will be held on Nov. 15, 2013, at
9:00 AM.  The Debtors are required to submit a proposed order that
reflects the terms and conditions identified at the hearing.

Before the entry of the Interim Order, William K. Harrington, the
U.S. Trustee for Region 1, complained that the budget attached to
the Collateral Motion permits payments to insiders that may not be
warranted under the circumstances.

The U.S. Trustee is represented by Eric K. Bradford, Esq. --
Eric.K.Bradford@USDOJ.gov -- United States Department of Justice,
in Boston, Massachusetts.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Case No. 13-
16429, Bankr. D. Mass.).  Donald Ethan Jeffery, Esq., and Harold
B. Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, serve as the Debtors' bankruptcy counsel.


BUILDING #19: Has Interim Authority to Conduct GOB Sales
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
(Eastern Division) gave Building #19, Inc., and its debtor
affiliates' interim authority to conduct going out of business
sales in order to avoid immediate and irreparable harm.

A further evidentiary hearing will be held on Nov. 15, 2013, at
9:00 a.m.  The Debtors are required to submit a proposed order
that reflects the terms and conditions identified at the hearing.

Before the entry of the interim order, William K. Harrington, the
U.S. Trustee for Region 1, objected to the Debtors' request to
conduct going out of business sales and to retain liquidating
consultant.  The U.S. Trustee complained that the Debtors have not
met their burden under Rule 6003(b) of the Federal Rules of
Bankruptcy Procedure of demonstrating that they will suffer
immediate and irreparable harm unless the Court approves the GOB
Sale Motion prior to (a) the expiration of 21 days after the
Petition Date, which is Nov. 22, 2013, (b) the appointment of the
Official Committee of Unsecured Creditors, or (c) Nov. 17, 2013,
which is the deadline for obtaining a sale order in the Debtors?
Oct. 31, 2013 agreement with Gordon Brothers Retail Partners, LLC.

Moreover, the U.S. Trustee complained that the GOB Sale Motion
does not contemplate the sale of inventory to Gordon Brothers.
Gordon Brothers will instead perform consulting services for which
it will be compensated off the top, plus a percentage of
liquidation sales.  The U.S. Trustee said Gordon Brothers is a
proposed estate professional, who can only be retained under
Sections 327(a) and 328(a) of the Bankruptcy Code and Rule 2014
upon making full disclosure of its prepetition connections with
the Debtors and insiders.

Furthermore, the U.S. Trustee complained that the GOB Sale Motion
authorizes the liquidation of inventories owned by the Debtors,
two non-debtor affiliates, and four third party licensees, which
violates the Massachusetts going out of business statute.

The U.S. Trustee is represented by Eric K. Bradford, Esq. --
Eric.K.Bradford@USDOJ.gov -- United States Department of Justice,
in Boston, Massachusetts.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Case No. 13-
16429, Bankr. D. Mass.).  Donald Ethan Jeffery, Esq., and Harold
B. Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, serve as the Debtors' bankruptcy counsel.


BUILDING #19: Taps Tron Group as Financial Advisers
---------------------------------------------------
Building #19, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Massachusetts, Eastern
Division, to employ The Tron Group, LLC, as financial advisers,
to, among other things, oversee store closing sales and assist in
the day-to-day management of the Debtors' cash and disbursements.

Robert Wexler, the president of Tron, will be paid $350 per hour
for his services to the Debtors.  Managing directors and
accounting managers will be paid $250 per hour and $180 per hour,
respectively.  The firm will also be reimbursed for any necessary
out-of-pocket expenses.

Mr. Wexler assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  Prior to the Petition Date, Tron
received $12,000 as a retainer from the Debtors.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Case No. 13-
16429, Bankr. D. Mass.).  Donald Ethan Jeffery, Esq., and Harold
B. Murphy, Esq., at Murphy & King, Professional Corporation, in
Boston, Massachusetts, serve as the Debtors' bankruptcy counsel.


CAESARS ENTERTAINMENT: Closes Sale of Macau Property for $438MM
---------------------------------------------------------------
Caesars Entertainment Corporation completed the sale of all of the
equity interests of the subsidiaries that hold its investment in a
land concession in Macau to Pearl Dynasty for a total sales price
of $438 million.  The total sales price is inclusive of $65.7
million of deposits previously received by the Company during the
third quarter of 2013.  Net proceeds from the sale, after
commissions and customary closing costs, amounted to approximately
$420 million.

                    About Caesars Entertainment

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

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

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $26.09 billion in total assets, $27.59 billion in
total liabilities and a $1.49 billion total deficit.

                           *     *     *

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

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

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

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


CARA OPERATIONS: DBRS Places 'B' Issuer Rating Under Review
-----------------------------------------------------------
DBRS has placed the Issuer Rating and Senior Secured Second-Lien
Notes rating of B for Cara Operations Limited (Cara or the
Company) Under Review with Positive Implications.  The action
follows Cara's announcement of its acquisition of Prime
Restaurants Inc. (Prime) from Fairfax Financial Holdings Limited
(Fairfax) and the investment of Fairfax in Cara (the Transaction).

The Transaction is expected to improve Cara's overall business
profile, as it solidifies Cara's position as the leading food
service operator in Canada.  The acquisition of Prime will add 145
restaurants under the brands of East Side Mario's, Casey's, as
well as Prime Pubs (under the operating banners of Fionn
MacCool's, D'Arcy McGee's, Paddy Flaherty's and Tir nan Og) and
the Bier Markt, bringing Cara's total restaurant count to 843.
DBRS expects the Transaction will benefit Cara by increasing
revenue and EBITDA by approximately 15%, as well as allowing the
Company to diversify into the pub business.

Cara's financial profile and outlook is expected to improve with
the investment from Fairfax.  This, combined with the benefits to
the business from the acquisition of Prime, may result in a
positive rating action such that Cara's Issuer Rating would be
more consistent with the BB range.

In its review, DBRS will focus on (1) the business risk profile of
the combined entity, including the risks associated with
integration; (2) Cara's financial risk profile on a pro forma
basis; and (3) the Company's longer-term business strategy and
financial management intentions.

DBRS will proceed with its review as more information becomes
available, and aims to resolve the Under Review status by the
closing of the Transaction.


CAPITOL BANCORP: FDIC Settlement Approval Sought
------------------------------------------------
BankruptcyData reported that Capitol Bancorp and Financial
Commerce filed with the U.S. Bankruptcy Court a motion, pursuant
to Rule 9019(a) of the Federal Rules of Bankruptcy Procedure,
seeking entry of an order authorizing a proposed settlement with
the Federal Deposit Insurance Corporation (FDIC) regarding the
waiver of the cross-guaranty liability alleged by the FDIC against
the Debtors' banks.

The motion explains, "First and foremost, the Settlement will
result in the waiver of the Cross-Guaranty Liability with respect
to the sales of the Banks, thus facilitating those sales
consistent with the Plan. Moreover, pursuant to the Settlement, 15
percent of the proceeds from each sale will go to the Debtors'
estates for distribution in accordance with the Plan (or, if the
Plan is not confirmed, the Bankruptcy Code and applicable law).
Because the FDIC contends that it has no obligation to waive the
Cross-Guaranty Liability or share any portion of the net proceeds
of the sales of the Banks with the Debtors' estates, 15 percent of
such proceeds is considerably beneficial to the estates. Indeed,
it is reasonably believed that, without the Settlement, and the
corresponding prompt waiver of Cross-Guaranty Liability, the
pending purchaser of the Remaining Banks will exercise its
contractual right to terminate the sale transaction, and the
Debtors will almost certainly be unable to locate an alternate
purchaser. Additionally, a failure to enter into the Settlement
would delay the administration of the Debtors' estates at a time
when the Debtors are attempting to proceed expeditiously toward
confirmation of the Plan. A sale of the Banks -- and retaining a
portion of the proceeds there from -- is a critical component of
the Plan, and without such sales, not only is the Plan process
likely to be delayed or derailed, but the Debtors would incur
additional ongoing related professional fees and costs. This added
complexity, inconvenience, delay and expense associated with a
failure to consummate the Bank sales weighs heavily in favor of
the Settlement."

The Court subsequently approved the Company's ex-parte motion to
shorten time on this consideration and scheduled a November 12,
2013 hearing to consider the settlement.

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CARRANZA MANAGEMENT: Case Summary & 16 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Carranza Management Co.
        1232-34 S. 55th Court Suite 14
        Cicero, IL 60804

Case No.: 13-43609

Chapter 11 Petition Date: November 7, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Timothy A. Barnes

Debtor's Counsel: Fernando R Carranza, Esq.
                  FERNANDO R CARRANZA & ASSOC
                  5814 W Cermak Rd.
                  Cicero, IL 60804
                  Tel: (708) 416-0034
                  Fax: (708) 416-0043
                  Email: fcarranza@frclaw.us

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jose Carranza, president/owner.

A list of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ilnb13-43609.pdf


CHINA PRECISION: MSPC Replaces Moore Stephens as Accountants
------------------------------------------------------------
China Precision Steel, Inc., received a letter from Moore Stephens
Hong Kong informing the Company that, effective from Oct. 31,
2013, Moore Stephens will resign as the independent accountant for
the Company.

Moore Stephens' report on the financial statements for the fiscal
years ended June 30, 2013, and 2012, contained no adverse opinion
or disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principle, other than for a
going concernemphasis-of-matter paragraph in its report on the
Company's June 30, 2013, consolidated financial statements.

The resignation was not a result of any disagreement with the
Company.

Effective on Oct. 31, 2013, the Company, upon the recommendation
of the Audit Committee of the Board of Directors, engaged MSPC
Certified Public Accountants and Advisors, A Professional
Corporation, as the Company's new independent registered public
accounting firm.  MSPC and Moore Stephens are both independent
members of Moore Stephens International.

During the fiscal years ended June 30, 2013, and 2012, and the
subsequent interim period prior to the engagement of MSPC, the
Company has not consulted MSPC regarding (i) the application of
accounting principles to any specified transaction, either
completed or proposed; (ii) the type of audit opinion that might
be rendered on the Company's financial statements, and either a
written report was provided to the Company or oral advice was
provided that the new accountant concluded was an important factor
considered by the registrant in reaching a decision as to the
accounting, auditing or financial reporting issue; or (iii) any
matter that was either the subject of a disagreement (as defined
in Item 304(o)(1)(iv)) or a reportable event (as defined in Item
304(a)(1)(v)).

                       About China Precision

China Precision Steel Inc. is a niche precision steel processing
company principally engaged in the production and sale of high
precision cold-rolled steel products and provides value added
services such as heat treatment and cutting medium and high
carbon hot-rolled steel strips.  China Precision Steel's high
precision, ultra-thin, high strength (7.5 mm to 0.05 mm) cold-
rolled steel products are mainly used in the production of
automotive components, food packaging materials, saw blades and
textile needles.  The Company primarily sells to manufacturers in
the People's Republic of China as well as overseas markets such
as Nigeria, Thailand, Indonesia and the Philippines.  China
Precision Steel was incorporated in 2002 and is headquartered in
Sheung Wan, Hong Kong.

China Precision incurred a net loss of $68.93 million on $36.52
million of sales revenues for the year ended June 30, 2013, as
compared with a net loss of $16.94 million on $142.97 million of
sales revenues during the prior fiscal year.  As of June 30, 2013,
the Company had $119.92 million in total assets, $67.01 million in
total liabilities, all current, and $52.91 million in total
stockholders' equity.

Moore Stephens, Certified Public Accountants, in Hong Kong, 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 a very significant
loss in the year ended June 30, 2013, and defaulted on interest
and principal repayments of bank borrowings that raise substantial
doubt about its ability to continue as a going concern.


CHROMAFLO ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a corporate family rating
(CFR) of B3 and a probability of default rating (PDR) of B3-PD to
Chromaflo Acquisition Company LLC. Concurrently, Moody's has
assigned a B2 rating to Chromaflo's proposed $350 million first-
lien senior secured credit agreement and a Caa2 rating to the
company's proposed $130 million second-lien senior secured credit
facility due 2020. The $350 million first-lien senior secured
credit facility consists of a $40 million revolving credit
facility (RCF) due 2018 and a $310 million term loan B facility
due 2019. The outlook on the ratings is stable. This is the first
time that Moody's has assigned ratings to Chromaflo, and all
ratings are subject to the receipt of final debt documentation.

US-headquartered Chromaflo Technologies LLC and Finland-based CPS
Group OY recently announced a pending transaction that would see
CPS Group OY's colorants division, known as CPS Colorants, combine
with Chromaflo Technologies LLC. None of these entities are rated.
The transaction is expected to close by the end of 2013. Moody's
understands that proceeds from the proposed first-lien and second-
lien senior secured credit facilities will be used to (1) repay
the existing debt of the combining entities; (2) fund an estimated
$130 million shareholder dividend; and (2) pay fees and expenses.

"Chromaflo's B3 CFR reflects the limited operating and (audited)
financial history of the newly formed company, and Moody's
expectation that, pro forma for the transaction, Chromaflo will
exhibit a high level of financial leverage," says Anthony Hill, a
Moody's Vice President -- Senior Analyst and lead analyst for
Chromaflo.

Chromaflo Technologies LLC is owned by funds managed or advised by
private equity firm Arsenal Capital Partners. CPS Group OY and CPS
Colorant are owned by private equity fund Nordic Capital Fund VI.

Assignments:

Issuer: Chromaflo Acquisition Company LLC

  Probability of Default Rating, Assigned B3-PD

  Corporate Family Rating, Assigned B3

Issuer: Chromaflo Technologies Corp.

  Senior Secured Bank Credit Facility, Assigned B2 LGD3, 35 %

  Senior Secured Bank Credit Facility, Assigned B2 LGD3, 35 %

  Senior Secured Bank Credit Facility, Assigned Caa2 LGD5, 86 %

Ratings Rationale:

The B3 CFR assigned to Chromaflo reflects the company's limited
operating and (audited) financial history, and its high financial
leverage, which Moody's expects will be around 5.8x debt/EBITDA
(on a Moody's-adjusted basis) for the financial year-end December
2013 and pro forma for the transaction. Chromaflo's rating is also
constrained by the company's limited scale and product diversity.

Pro forma for the transaction, Moody's expects Chromaflo to
generate around $383 million in revenues at financial year-end
December 2014, Moody's expects approximately 40% of the company's
revenues to be generated from the Americas, 40% from Europe, and
the remainder from the Asia-Pacific region.

While Moody's expects the company to reduce leverage over the
coming quarters, Chromaflo is expected to be exposed to
significant integration risks while facing a challenging and
competitive global colorant and coatings marketplace. For example,
the first main constituent of Chromaflo, Chromaflo Technologies
LLC, was only recently created in early 2012 through a combination
of Plasticolors Inc. (unrated) and Colortrend (unrated), and as a
result has less than two years of operating history, and only nine
months of audited financial statements. Equally, Chromaflo's
second main constituent, CPS Colorant, has no operating or audited
financial history as a standalone entity.

However, more positively, the B3 CFR also reflects Moody's
positive view that, pro forma for the transaction, Chromaflo will
be (1) a leading specialty chemicals producer of colorant systems
for the global architectural and industrial coatings industry with
a combined track record of maintaining a solid market share
position across diverse end-use applications; (2) able to generate
solid cash flows despite the soft recovery in both the US and
Europe; and (3) able to demonstrate a resilient business model,
with solid operating performance and margins.

Chromaflo has an adequate liquidity profile primarily supported by
its $40 million revolving credit facility (RCF), which is expected
to be undrawn at the close of the proposed transaction. Moody's
anticipates that the company will generate positive free cash flow
over the next 12-18 months and that capital expenditures will be
less than $10 million per year. Moody's understands that the term
loan B facility will annually require prepayment of 50% of excess
cash flow (excess cash flow sweep). However, the rating agency
believes that the company will have the ability to reduce
prepayment amounts due to planned investments or acquisitions, and
will be able adjust the timing of the prepayments.

Using Moody's Loss Given Default (LGD) methodology, the PDR is
equal to the CFR. This is based on a 50% recovery rate, primarily
due to the covenant-lite structure of the senior secured credit
facilities. Also in accordance with Moody's LGD methodology, the
RCF and first-lien senior secured credit facility are rated B2,
one notch above the B3 CFR. This is due to the first-lien senior
secured facility's priority over the subordinated $130 million
notional second-lien senior secured credit facility, which is
rated Caa2, two notches below the CFR. The second-lien senior
secured credit facility is notched downwards from the CFR,
reflecting its subordinated ranking in the capital structure.

The stable outlook reflects Moody's expectation that, pro forma
for the transaction, Chromaflo will (1) maintain a Moody's-
adjusted EBITDA margin of greater than 15% and generate positive
free cash flow; and (2) reduce its indebtedness over the next 18
months through both mandatory debt amortization and excess cash
flow sweep.

Positive pressure on the rating could materialise once Chromaflo
is able to file at least one year of audited financial statements,
and if the company is able to (1) maintain a solid operating
performance; (2) generate a sustained positive FCF/debt ratio of
around 5%; and (3) improve its leverage profile such that its
Moody's-adjusted debt/EBITDA ratio is solidly below 5.0x.

Conversely, negative pressure on the ratings would emerge if
Chromaflo's liquidity profile and credit metrics deteriorate as a
result of (1) a weakening of its operational performance; (2)
acquisitions; or (3) an aggressive change in its financial policy.
Quantitatively, Moody's would also consider downgrading
Chromaflo's ratings if (1) its debt/EBITDA ratio rises above 6.0x;
or (2) its Moody's-adjusted FCF/debt ratio falls towards 3%.

Chromaflo Acquisition Company LLC (Chromaflo) will be the ultimate
holding company of the subsidiary guarantors to the group's senior
credit facilities. The group will be an independent global
supplier of colorant systems for architectural and industrial
coatings and thermoset plastics end markets. Chromaflo is expected
to be formed through a combination of like businesses in a
transaction that is expected to close by financial year-end
December 2013. Moody's projects Chromaflo's financial year-end
revenues and Moody's-adjusted EBITDA, pro forma for the
transaction, will be approximately $383 million and $78.5 million,
respectively.


CHROMAFLO ACQUISITION: S&P Assigns 'B' Corp. Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Chromaflo Acquisition Co. L.P.  The outlook is
stable.

At the same time, based on preliminary terms and conditions, S&P
assigned a 'B' issue-level rating (the same as the corporate
credit rating) and a recovery rating of '3' to the proposed
$350 million first-lien senior secured facility under which the
co-borrowers will be Chromaflo Technologies Corp. and Chromaflo
Technologies Finance B.V.  The '3' recovery rating indicates S&P's
expectation of meaningful (50% to 70%) recovery in the event of
payment default.  The facility consists of a $40 million revolving
credit facility due 2018 and a $310 million first-lien term loan
due 2019.

S&P also assigned a 'B-' rating (one notch below the corporate
credit rating) and a recovery rating of '5' to the $130 million
second-lien term loan due 2020 for the same co-borrowers.  The '5'
recovery rating indicates S&P's expectation of modest (10% to 30%)
recovery in the event of payment default.

Chromaflo plans to use the new credit facilities to refinance
existing debt and pay a dividend.

"The ratings on Chromaflo reflect our assessment of its business
risk profile as 'weak' and its financial risk profile as 'highly
leveraged,' according to our criteria," said Standard & Poor's
credit analyst Pranay Sonalkar.  S&P assess its management and
strategy as fair.

Chromaflo is a manufacturer of colorants and chemical dispersions
for the architectural and industrial coatings and thermoset
plastics market.  The company was formed through the acquisition
by U.S.-based Chromaflo Technologies Corp. of the colorants
business of Finland-based CPS Color Group Oy.  The company is
projected to have pro forma annual revenues of $384 million.

Key risks include significant integration challenges given the
transformative nature of the acquisition, cyclical architectural
and industrial end markets from which it derives almost all its
revenues, and formidable competition from captive units of paint
companies who have strong technology capabilities and from large
pigment manufacturers who have a raw material cost advantage.

These are partially offset by key strengths which include, long-
standing relationships with customers for whom it develops custom
formulations and a track record of innovation.  Furthermore the
acquisition, if executed successfully, improves Chromaflo's scale
and will enable it to better compete with other industry
participants.

The outlook is stable.  S&P expects the company to achieve and
maintain satisfactory operating profitability and generate
sufficient free cash flow to support a financial profile
consistent with the ratings.  S&P also expect the company will
maintain its very aggressive financial policy and pursue modest-
sized acquisitions and shareholder rewards.  S&P's expectations at
the current rating include FFO to debt of at least 5% and
sufficient availability under its revolver.

S&P could lower ratings if difficulties during the integration or
operating challenges were to result in FFO to debt of below 5% or
if the company's liquidity position deteriorates.  This could
happen if the company's revenues were to decline 5% and EBITDA
margins were to decline by 200 basis points.

Given the company's very aggressive financial policy, S&P views an
upgrade over the next year as unlikely.


CO-SIGNER INC: Refinances Legacy Debt & Cures Past Defaults
-----------------------------------------------------------
Co-Signer, Inc. on Nov. 8 disclosed that it has refinanced its two
largest convertible notes, and, in the process, cured past
defaults and avoided a costly discounted conversion.
Additionally, the Company acquired new working capital and
transitioned its variable conversion rate debt to fixed.  The
Company through its wholly-owned subsidiary, Co-Signer.com, is the
nation's premier commercial provider of residential rent assurance
services offering rental guarantees on behalf of tenant clients to
landlords, property managers, leasing agents and others that may
be responsible for residential leasing.

The two notes were the two largest obligations of the legacy
business which were retained after the Company otherwise sold the
business operations and other debts to its former CEO.  One note,
involving a conversion discount to market of 45% was paid off
through a new loan with a fixed conversion rate of $0.075.  The
note had become due and this refinancing gave the company an
additional 30 days to pay the obligation on more favorable terms.

The other note, the Company's largest, was restructured with the
creditor's cooperation, on more favorable terms, curing a long
past default and cancelling the default interest charges.  As part
of this restructuring, the Company rolled a large amount of its
currently due accounts payable owed to the creditor into the note
and extended the due date on the entire amount owed until May 31,
2014.

The Company also negotiated two additional debt accommodations,
raising additional capital to be used for business operations.
For these funds the Company issued two new convertible notes at a
fixed rate of $.075 per share.

"We are very pleased with this refinancing and additional
capital," said Darren Magot the Company's Interim CEO and
President.  "We believe that this has dramatically improved our
financial position and cleaned up most of the debt we inherited
from our recent merger.  We are very thankful for the cooperation
and support we received from our creditors in eliminating the past
defaults and extending the due date on the note."

Mr. Magot added, "We are excited about the continuing interest in
Co-Signer's branded web site and residential guarantee services,
including the meetings we have with other exhibitors at the
upcoming National Association of Realtors Expo this weekend in
San Francisco.  We believe our shareholders our being served well
by the company's business strategy and aggressive development."

Further information regarding the refinancing of the notes can be
found in the Company's report on form 8K filed with the Securities
and Exchange Commission.

For landlords, property managers and tenants seeking more
information about the Company's subsidiary that provides
residential rent assurance commonly known as rent guarantees,
please visit http://www.Co-Signer.comor e-mail
Rebecca@Co-Signer.com

                      About Co-Signer, Inc.

Co-Signer, Inc. is a financial and real estate services company.
Its wholly-owned subsidiary, Co-Signer.com, Inc. is a commercial
provider of residential rent assurance services offering rental
guarantees on behalf of tenant clients to landlords, property
managers, leasing agents and others that may be responsible for
residential leasing.


COBRA ELECTRONICS: In Talks to Finalize Credit Amendment Terms
--------------------------------------------------------------
Cobra Electronics Corporation on Nov. 8 disclosed that the Company
did not meet the required minimum fixed charge coverage ratio for
the third quarter under its credit agreement by a small margin
largely due to the timing of certain sales.  The Company is
working with its lenders to finalize the terms of an amendment to
the credit agreement containing a waiver of any third quarter
non-compliance with the minimum fixed charge coverage ratio and
increasing the applicable margin under the credit agreement.

The Company reported net income of $394,000, or $0.06 per share,
for the third quarter of 2013 as compared to net income of
$564,000, or $0.09 per share, for the third quarter of 2012.  In
addition, there was operating income of $124,000 for the current
quarter compared to operating income of $304,000 in the same
quarter last year.  These results reflected a drop in gross margin
of more than two points that was partially offset by an increase
in net sales and lower selling, general and administrative (S,G&A)
expenses.

Consolidated net sales were $29.0 million compared to $27.7
million in the third quarter of 2012, with the Cobra segment
reporting a $1.5 million, or 6.2%, increase in sales and the
Performance Products Limited ("PPL") segment reporting a sales
decrease of $122,000, or 3.3%.  The sales increase for the Cobra
segment resulted from higher domestic sales of Detection products,
Two-Way radios, and a new category, Dash Cams, which were limited
as a result of supplier constraints.  The increase in sales of
Detection products reflected strong demand for certain new
products and the higher sales of Two-Way radios resulted from
improved sell-through and additional placement.  However, these
increases were partially offset by a decrease in sales of Truck
Navigation products as a result of lower sell-through at travel
centers and increased competition.  The PPL sales decrease was
attributable to a continued difficult economic environment in
Europe and increased competition in Truckmate(TM) navigation
products.

Consolidated gross margin was 25.7 percent compared to 28.1
percent in the third quarter of 2012 primarily as a result of a
less favorable sales mix and competitive pricing pressures.  The
gross margin for the Cobra segment was 24.7 percent compared to
27.0 percent in the third quarter of last year due to increased
sales of lower margin products and more close-out sales at reduced
margins.  Also contributing to the lower gross margin in the Cobra
segment were competitive pricing pressures on sales of Detection
products into Eastern Europe.  PPL's gross margin decreased to
32.7 percent from 35.3 percent last year reflecting mainly
competitive pricing pressures and an unfavorable product mix.

"We are pleased with the growth in revenue, however, we remain
disappointed that our margins were lower than both our
expectations and compared to the third quarter of 2012.
Nevertheless, we believe that the increase in net sales and a
return to profitability in the third quarter of 2013 are
encouraging signs that our Company has turned the corner heading
into the fourth quarter, which is typically the strongest quarter
of our Company's fiscal year" said Jim Bazet, Cobra's Chairman and
Chief Executive Officer.

SG&A expenses were $7.3 million in the third quarter of 2013
compared to $7.5 million in the prior year's quarter.  Fixed
expenses declined as a result of lower management incentive
expense and implementation of expense reduction measures.
However, these decreases were partially offset by higher variable
selling expenses, which reflected an increase in sales to
customers with higher promotional funds.

Interest expense for the third quarter of 2013 was $205,000
compared to $277,000 for the third quarter of 2012 primarily due
to lower debt.  Other income was $359,000 compared to other income
of $336,000 in the prior year's quarter primarily due to a higher
gain on the cash surrender value of life insurance that the
Company owns for the purpose of funding deferred compensation
programs for certain current and former officers of the Company.
A tax benefit of $116,000 was recorded in the current quarter as
compared to a $201,000 tax benefit in the third quarter of 2012
mainly due to a drop in the UK tax rate for PPL.

Interest-bearing debt decreased to $19.8 million as of September
30, 2013 compared to $22.6 million at September 30, 2012.  Cash on
hand at September 30, 2013 was $2.3 million as compared to $3.4
million at September 30, 2012 mainly due to the timing of cash
receipts.  Inventory at the end of the third quarter decreased to
$37.5 million from $38.9 million at September 30, 2012 as a result
of the higher sales.  Accounts receivable at the end of the
quarter were $15.2 million, a decrease from $17.9 million one year
earlier.

On a year-to-date basis, consolidated net sales were $76.2 million
compared to $83.2 million for the same period of 2012.  In
addition to the sales decrease, a lower gross margin of more than
two points and significantly increased SG&A expenses for the
Fleming patent litigation resulted in an operating loss of $3.5
million for the first nine months of 2013 as compared to a $1.9
million operating income for the prior year's period.  The net
loss for the year-to-date was $3.1 million, or $0.47 per share, as
compared to a net income of $1.8 million or $0.27 per share in the
prior year's period.

In discussing the outlook for the fourth quarter of 2013, as well
as the entire year, Mr. Bazet said, "We are continuing to
implement several actions which began in the third quarter of 2013
that are aimed at significantly improving our financial
performance.  Some of these actions include substantially reducing
operating expenses, adding meaningful sales of several exciting
new products and taking certain steps to promote and improve
distributor sales.  We believe that these steps will enable the
Company to achieve a higher operating income in the fourth quarter
of 2013 than in the fourth quarter of 2012.  However, even absent
the Fleming litigation expenses, the Company anticipates a lower
operating income in fiscal year 2013 compared to fiscal year 2012
due to the losses experienced in the first half of 2013."

Cobra will be conducting a conference call on November 8, 2013 at
Based in Chicago, Illinois, Cobra Electronics Corporation --
http://www.cobra.com/-- designs and markets communication and
navigation products.  Building upon its leadership position in the
GMRS/FRS two-way radio, radar detector and Citizens Band radio
industries, Cobra identified new growth opportunities and has
aggressively expanded into the marine market and has expanded its
European operations.  The Consumer Electronics Association, Forbes
and Deloitte & Touche have all recently recognized Cobra for the
Company's innovation and industry leadership.


COUNTRYWIDE FIN'L: BofA Should Pay $863MM in Fannie Mae Case
------------------------------------------------------------
David E. Rovella, writing for Bloomberg News, reported that Bank
of America Corp. should pay the maximum penalty of $863 million
for selling defective loans to Fannie Mae and Freddie Mac, given
the egregiousness of the fraud, U.S. prosecutors told a federal
judge.

According to the report, Bank of America's Countrywide unit was
found liable by a jury in Manhattan federal court last month for
selling the government-sponsored entities thousands of defective
loans in the first mortgage-fraud case brought by the U.S. to go
to trial.

The bank's fraud was "simple but brazen," prosecutors wrote in a
court filing on Nov. 9, the report related.  "They made bad loans
and they knowingly sold those bad loans as good loans to cheat
Fannie Mae and Freddie Mac out of money."

Given the measure of Countrywide's culpability, the public injury
and the bank's ability to pay, the government said the maximum
penalty under the law was warranted -- the gross loss suffered by
the entities under the scheme, the report said.

U.S. District Judge Jed Rakoff, who presided over the trial, told
lawyers last month he would determine the amount of any penalty at
a later date, the report further related.  Arguments in the matter
are scheduled for Dec. 5.

The case is U.S. v. Countrywide Financial Corp., 12-cv-01422, U.S.
District Court, Southern District of New York (Manhattan).

                   About Countrywide Financial

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

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

                         About Fannie Mae

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

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

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

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

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

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


DALLAS ROADSTER: Has Confirmed Third Amended Plan
-------------------------------------------------
The Hon. Brenfa T. Rhoades has confirmed the Third Amended Plan of
Reorganization, as modified, of Dallas Roadster, Limited, et al.,
pursuant to Sec. 1129 of the Bankruptcy Code.

The modifications to the Third Amended Plan contained in the First
Modification to the Third Amended Plan, dated Oct. 24, 2013, have
been accepted by Texas Capital Bank and Alberto Dal Cin, which are
the only holders of Claims to which the modifications constitute a
material change, and as to all other Classes of Claims or Equity
Interests the modifications do not materially adversely affect or
change the treatment of such Claims or Equity Interests.

A full-text copy of the First Modification to Corrected Third
Amended Plan of Reorganization of the Debtors is available at:

   http://bankrupt.com/misc/DALLASROADSTER_planmodification1.pdf

A full-text copy of the Confirmation Order dated Oct. 30, 2013,
along with the Corrected Third Amended Plan, is available for free
at http://bankrupt.com/misc/DALLASROADSTER_ConfOrd.pdf

As reported in the Sept. 25, 2013 edition of The Troubled Company
Reporter, the Amended Disclosure Statement revealed that as Dallas
Roadster's general partner, IEDA Enterprise, is liable for all
debts of Dallas Roadster.  The Plan is based on Dallas Roadster
continuing its operations as it has in the past.  Payment of all
claims against Dallas Roadster is made from revenue generated by
the Debtor's operations.  The Plan proposes full payment of all
Allowed Claims.

           About Dallas Roadster and IEDA Enterprises

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

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

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

No trustee has been appointed in the Chapter 11 cases.


DEL MONTE FOODS: Moody's Assigns First-Time B2 Corp. Family Rating
------------------------------------------------------------------
Moody's Investors Service, Inc. has assigned a first-time B2
Corporate Family Rating ("CFR") and B2-PD Probability of Default
Rating to Del Monte Foods, Inc. (formerly "Del Monte Foods
Consumer Products, Inc."), an entity formed by Philippines-based
Del Monte Pacific Limited ("DMPL") to facilitate its acquisition
of the consumer products business of unaffiliated San Francisco-
based, Del Monte Corporation ("Del Monte") for $1.7 billion.
Moody's also assigned ratings to $930 million of proposed debt
securities being raised to fund the transaction, including B2 on a
proposed $650 million 7-year senior secured first-lien term loan
and Caa1 on a proposed $280 million 7.5-year senior secured
second-lien term loan. A $350 million 5-year asset backed
revolving credit facility ("ABL") also being arranged by Del Monte
Foods will not be rated by Moody's. The rating outlook is stable.

DMPL will invest about $750 million of cash equity in Del Monte
Foods that will be used to fund the transaction, with roughly $1
billion of the purchase price to be funded through the proposed
debt offerings at Del Monte Foods.

Rating Rationale:

The B2 rating reflects Del Monte Foods's high proforma financial
leverage, along with declining sales volumes and heavy price
competition in the core US packaged fruit and vegetable
categories. The rating is supported by the strength of the Del
Monte brand that holds a leading share in these categories. A key
rating consideration is the indirect controlling ownership by the
Campos family that Moody's expects to be a conservative influence
on financial policy. The rating is also supported by the company's
solid liquidity profile that Moody's expects to include positive
free cash flow, abundant availability under the ABL, and the
"covenant-lite" structure of the proposed bank term loans.

Del Monte Foods will be challenged to turn around several years of
declining volumes in the canned fruit and vegetable businesses
reflecting a growing preference among consumers for fresh produce.
In addition, heavy competition, including a large private label
presence in these categories has limited pricing power and
pressured margins.

"Assuming a modest amount of cost synergies, Moody's expects
proforma leverage to exceed 6 times at closing, which could rise
if the company is not able to stabilize its core sales volume,"
commented Brian Weddington, a Moody's Senior Credit Officer. "The
B2 rating reflects this risk and allows the company sufficient
metric cushion and time to meet unforeseen operational
challenges," added Weddington.

Rating Assigned:

Del Monte Foods Consumer Products, Inc.:

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

$650 million first-lien senior secured term loan due 2020 at B2,
48-LGD3;

$280 million second-lien senior secured term loan due 2021 at
Caa1, 84-LGD5.

The outlook is stable.

Del Monte Foods's ratings could be downgraded if debt/EBITDA is
sustained above 7.5 times or liquidity deteriorates materially.
Conversely, the ratings could be upgraded if the company is able
to strengthen core operating performance and debt/EBITDA is
sustained below 5 times.

Upon consummation of the transaction, Del Monte Foods will be a
manufacturer and marketer of branded and private label food
products for the US and South America retail market. Its brands
will include Del Monte in shelf stable fruit, vegetable and
tomatoes, Contadina in tomato based products, College Inn in broth
and S&W in shelf stable fruit, vegetables and tomatoes. Moody's
estimates that Del Monte Foods's first-year annual sales will be
approximately $1.8 billion. The company will be headquartered in
San Francisco, California.

Del Monte Pacific (parent company) and its subsidiaries are not
affiliated with other Del Monte companies, including Del Monte
Corporation, Fresh Del Monte Produce Inc, Del Monte Canada, Del
Monte Asia Pte Ltd and these companies' affiliates. Del Monte
Pacific is 67%-owned by NutriAsia Pacific Ltd (NPL). NPL is owned
by the NutriAsia Group of Companies which is majority-owned by the
Campos family of the Philippines.


DEL MONTE FOODS: S&P Assigns 'B' CCR & Rates $650MM Loan 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to San Francisco-based Del Monte Foods Inc. (DMF)
The outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's proposed $650 million first lien term loan due 2020.
The recovery rating is '2', indicating that lenders could expect
substantial (70% to 90%) recovery in the event of a payment
default.  S&P assigned a 'CCC+' issue-level rating to the
company's proposed $280 million second lien term loan due 2021.
The recovery rating is '6', indicating that lenders could expect
negligible (0% to 10%) recovery in the event of a payment default.
All ratings are subject to review upon receipt and review of final
documentation.

"The ratings reflect our assessment of DMF's leading share
positions, strong brand recognition, participation in slower
growth categories with a greater degree of private-label
penetration, exposure to volatile input costs, and limited brand
and geographic diversification," said Standard & Poor's credit
analyst Bea Chiem.

Proceeds from the new $930 million in first- and second-lien term
loans along with $76 million expected to be drawn on the company's
proposed $350 million asset-based lending facility (unrated), and
$747 million of equity contributed by Del Monte Pacific Limited,
are expected to fund the purchase of DMF and to cover transaction
fees.


DELPHI CORP: Pays $23-Mil. for Toxic Cleanup
--------------------------------------------
Law360 reported that the former Delphi Corp. will pay $23.1
million to clean up sites in Michigan and Ohio contaminated with
asbestos and other pollutants, settling environmental claims
lodged by the states in the auto parts manufacturer's bankruptcy
proceedings in New York federal court, the parties said on Nov. 8.

According to the report, under the deal, filed in DPH Holdings
Corp.'s bankruptcy case, the company will pay cash to clean up
three former auto parts plants in Flint and Saginaw, Mich., and an
inactive asbestos landfill in Rootstown, Ohio.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.


DESERT HOT SPRINGS, CA: Laying Groundwork for Municipal Filing
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Desert Hot Springs, California, is initiating
procedures required in advance of filing for Chapter 9 municipal
bankruptcy.

According to the report, facing an unexpected drop in income and
running out of cash by March, the city council is considering a
declaration of financial emergency, required before California
cities can file bankruptcy.

The city near Palm Springs has a population of 26,000.

If Desert Hot Springs files for Chapter 9 protection, it would
join Stockton and San Bernardino, the other California cities
currently in bankruptcy.


DETROIT, MI: NAACP Can't Challenge Emergency Manager Law
--------------------------------------------------------
Law360 reported that the Michigan bankruptcy judge overseeing
Detroit's landmark Chapter 9 case refused on Nov. 6 to lift an
automatic stay on the NAACP's suit challenging a law enabling
state-appointed managers to take control of struggling
municipalities, saying the suit could threaten the city's
bankruptcy proceeding.

According to the report, U.S. Bankruptcy Judge Steven Rhodes
upheld the stay on the suit by the Detroit and Michigan branches
of the NAACP, which claim Michigan's Public Act 436 is
unconstitutional and deprives minorities of their right to vote by
allowing unelected emergency managers to rule.

The case is Detroit NAACP et al v. Snyder et al., Case No. 2:13-
cv-12098 (E.D. Mich.) before Judge Paul D. Borman.  The case was
filed on May 13, 2013.

                   About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: U.S. Government Supplemental Brief Filed
-----------------------------------------------------
BankruptcyData reported that the United States of America filed
with the U.S. Bankruptcy Court a supplemental brief in support of
the constitutionality of Chapter 9.

In its brief, the United States of America responds to (1) the
American Federation of State, County and Municipal Employees'
(AFSCME) supplemental brief regarding eligibility and (2) the
supplemental brief of the official committee of retirees
"regarding ripeness."

As with the United States' previous memorandum in support of the
constitutionality of Chapter 9 of Title 11 of the United States
Code, this filing addresses only those arguments concerning
whether Chapter 9 violates the United States Constitution.

The brief explains, "AFSCME claims that '[t]he plain language of
Article I, Section 10 [of the Constitution]...makes clear that
Congress cannot pass a law consenting to an impairment of
contracts by the state,' which is what chapter 9 allegedly
does....This claim misreads section 10, which articulates no
restriction on Congress as opposed to the States. Section 10 of
Article I articulates the powers expressly forbidden to the
States, not Congress. Section 9 separately prescribes those powers
forbidden to Congress....In short, States -- not Congress -- are
bound by the restrictions in section 10. A plain reading of that
section confirms this....In this case, however, the challenged law
(chapter 9) is not one passed by a State. It is a federal law
subject to the scope of Congress's powers set forth in sections 8
and 9 but not section 10. Simply put, chapter 9 cannot violate
section 10 because it is not a law passed by a State."

The brief continues, "To demonstrate standing, the Committee
claims its members have suffered an injury in fact from the
Debtor's mere filing of chapter 9 because they have (1) had to
make adjustments to their current habits and future plans and (2)
lost negotiating leverage with the Debtor over the possible
impairment of pension benefits....The cases the Committee cites
are, however, inapposite....Here, no provision of chapter 9
imposes a similar requirement on the Committee's members that
necessitates they expend personal funds or change saving habits.
Unlike under the Affordable Care Act, the Committee's members are
not in danger of being penalized under any provision of chapter 9
if they do not change their spending and saving habits....Nor has
chapter 9 itself vested the Debtor with a specific, statutory
bargaining chip to eliminate pension benefits; absent creditor
consent, the Debtor must still obtain this Court's approval of any
plan of adjustment that proposes the impairment of such benefits
or, for that matter, the impairment of any claims....The
Committee's challenge is also not ripe. The Committee contends its
constitutional objection is ripe for adjudication because its
'members need not wait until their pension benefits are impaired
in violation of the [Michigan Constitution] Pension Clause,' when
the Debtor has made manifest its intent to impair those
benefits....But the ripeness cases the Committee cites differ in
one key aspect from this case -- this Court must approve any plan
of adjustment in which the Debtor seeks to impair pension
benefits. The Debtor cannot impair those benefits unless and until
this Court says that it can."

                   About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Retirees Get February Extension on Health Care
-----------------------------------------------------------
Joe Guillen, writing for The Detroit Free Press, reported that
Detroit emergency manager Kevyn Orr's office on Nov. 8 announced
an agreement to extend current health care coverage for retired
city workers through Feb. 28.

According to the report, the extension delays the city's plan to
cut off health care coverage for retirees at the end of the year.
Retirees do not have to do anything to maintain their medical,
prescription and dental coverages, Orr's office said.

Retirees were told last month they would either shift to Medicare
or receive a $125 monthly stipend to pay for health care, the
report related.  Retiree groups filed a lawsuit to halt the new
plan, which was to take effect Jan. 1.

"This decision allows all retirees to maintain their health care
coverage while the parties continue to negotiate what retiree
health care benefits will be offered and how they will be
administered," Orr said in a statement, the report cited.  "The
city will negotiate in good faith, and as expeditiously as
possible, the health benefit arrangement for the remainder of 2014
and beyond to create a long-term solution for the city's retiree
health obligations."

This week, the city will mail letters to retirees with more
information about the extension, the report said.

                   About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Did Not Negotiate Prior to Filing for Chapter 9
------------------------------------------------------------
Joseph Lichterman, writing for Reuters, reported that the
financial adviser for Detroit's two pension funds testified in
federal court on Nov. 7 that the city did not negotiate prior to
filing the largest municipal bankruptcy in U.S. history in July.

According to the report, the adviser's testimony came on the
eighth day of an eligibility trial as Detroit tries to prove to
U.S. Bankruptcy Judge Steven Rhodes that it is insolvent and that
it acted in good faith when it deemed negotiations were just
impractical.

"In your judgment, did any negotiations take place between the
city and the retirement systems prior to the Chapter 9 filing?"
pension fund attorney Ron King asked Bradley Robins, who is
advising the funds, the report related.

"No," said Robins, who heads Greenhill & Co's financing advisory &
restructuring for North America, the report cited.

Lawyers for the city, the unions, the retirees and the pension
funds opposed to the bankruptcy began their closing arguments on
Nov. 8, the report further related.

                         Quick Resolution

Dan Burns, writing for Reuters, reported that Michigan Governor
Rick Snyder is optimistic that Detroit's bankruptcy case can be
wrapped up during the remaining tenure of the emergency manager he
installed to run the cash-strapped city, he said on Nov. 8.

According to the report, Snyder, a first-term Republican,
appointed bankruptcy attorney Kevyn Orr to an 18-month posting as
the city's de facto chief executive in March, a role that
effectively shoved aside the city's elected mayor and city
council.  Then in July, with Snyder's approval, Orr filed the
largest municipal bankruptcy in U.S. history, citing a mountain of
debt and liabilities in excess of $18 billion.

Orr has said he expects to depart by September 2014 at which point
he also expects Detroit to emerge from bankruptcy, the report
related.  The federal judge presiding over Detroit's bankruptcy
also has indicated he is seeking to move the case speedily through
bankruptcy court.

Municipal bankruptcies are rarities, and a handful of recent cases
have taken years to resolve, the report said.  That raises the
prospect that Orr's tenure may expire before the case he
orchestrated is resolved.

Snyder, in an interview with Reuters during an economic
development tour to New York, said that while he expects the city
to opt to terminate Orr's role at the end of 18 months, he is
hopeful that the case is proceeding quickly enough to allow it to
conclude before that deadline, the report further related.

                     Trial Ended Nov. 8

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit's eight-day trial on eligibility for
municipal bankruptcy ended Nov. 8 with closing arguments.

According to the report, unions and retirees are trying to show
that the city never had any intention of negotiating seriously
because filing bankruptcy was a preordained strategy.

To counter Detroit's argument that worker representatives didn't
negotiate, a union financial adviser said the city's offer wasn't
a "serious proposal," thus leaving him no ability to make a
counter offer.

Unlike companies in Chapter 11 reorganization, a municipality must
show eligibility for Chapter 9 by proving insolvency and good
faith. Detroit workers are attacking the good faith prong of the
eligibility test.

                   About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Muni Bond Insurers Sue on Ad Valorem Taxes
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit was sued by three municipal bond insurers
claiming the city is required by the Michigan Constitution to
devote whatever is needed from ad valorem taxes toward full
payment of $369.1 million in a species of municipal debt known as
unlimited tax bonds.

According to the report, in almost identical suits filed Nov. 8 in
U.S. Bankruptcy Court in Detroit, Ambac Assurance Corp., National
Public Finance Guarantee Corp. and Assured Guaranty Municipal
Corp. said they together guaranteed $310 million of the bonds.

The insurance companies said the city was forced to sell unlimited
tax bonds because it had reached the maximum ad valorem tax rate
prescribed in the Michigan Constitution. To issue the bonds,
Detroit was required to have voters approve the bonds in a
referendum.

Once the bonds were issued, the insurance companies contend, the
state constitution requires Detroit to adopt whatever tax rate is
necessary to pay them. In addition, tax proceeds must be
segregated and not used for any other purpose.

The insurance companies said in the papers that Detroit breached
its obligations by not holding aside $9.4 million of tax revenue
in October when a payment was due. Looking ahead, the insurers
said the bankruptcy judge should force Detroit to set aside $20
million from $142.5 million in ad valorem taxes due in January.

According to the insurance companies, Detroit refused to segregate
tax receipts going forward and said it will use tax proceeds for
other purposes.

The judge should expedite resolution of the lawsuit, according to
the insurance companies. They want briefs on both sides filed in
December, with a hearing on Dec. 18.

The lawsuits may turn out to be another instance in which the
bankruptcy court will be forced into deciding whether there's a
violation of the federal Constitution if the U.S. Bankruptcy Code
is interpreted to allow a municipality to override a state
constitution.

The bankruptcy judge heard eight hours of closing arguments from
nine lawyers on Nov. 8, completing a trial where workers and
retirees objected to Detroit's right to enjoy municipal bankruptcy
protection. The bankruptcy judge said he will rule after the
contending parties file briefs this week.

Federal constitutional issues are among those the judge will
decide. Conceivably, he could make conclusions about the ability
of federal bankruptcy law to overpower a state constitution, and
in the process decide some of the arguments made at trial by the
bond insurers.

In the trial that began Oct. 23, workers take the position that
the city never negotiated seriously with creditors beforehand and
therefore can't show good faith required for bankruptcy.

                   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: Says Venue Transfer Order Not Appealable
---------------------------------------------------------------
Digerati Technologies, Inc., insists that the Bankruptcy Court
ruling denying transfer of venue of its Chapter 11 case is an
interlocutory order that is not appealable by right.

Thus, in court papers filed in later October, the Debtor asserted
that the Amended Emergency Motion of Rhodes Holdings, LLC,
Sonfield & Sonfield, P.C., Robert L. Sonfield, Jr., Robert C.
Rhodes, William E. McIlwain, and WEM Equity Investments, Inc., for
a determination that the Order Denying the Transfer Venue Motion
is a Final Appealable Order, or for leave to Appeal the Venue
Transfer Denial Order should be denied.

Rhodes Holdings, et al., in a June 27 motion, challenged the venue
of the Southern District of Texas.  It sought venue transfer of
Digerati's Chapter 11 case to the U.S. Bankruptcy Court for the
Western District of Texas.  The Bankruptcy Court entered an order
on Sept. 30, denying the Venue Motion.

The Debtor further asserts that the Appeal and Emergency Motion
are both baseless and should be denied.  "[The Bankruptcy] Court
[of the Southern District of Texas] denied the Venue Motion which
only involved the designation of the forum in which this case will
be administered.  The Venue Motion did not finally end any
ligitation," Edward L. Rothberg, Esq., of Hooever Slovacek LLP,
argues on behalf of the Debtor.  "The Motion is nothing more than
another veiled attempt at forum shopping by [Rhodes Holdings, et
al.]"

                  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.


DOLE FOOD: Murdock's Acquisition Brings Downgrade to B-
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dole Food Co. Inc., the fresh fruit and vegetable
producer, will sport a B- corporate rating from Standard & Poor's
as the result of the acquisition by Chairman David Murdock of the
stock he didn't already own.

According to the report, the transaction, completed on Nov. 4, is
moving the rating down one grade. The transaction was valued at
$2.27 billion, according to data compiled by Bloomberg.

The purchase is being financed with a $175 million revolving
credit, a $750 million term loan and $300 million in senior
secured notes.

S&P said the  company will end up with $1.1 billion in reported
debt and $1.4 billion in adjusted debt, taking operating leases
into consideration.

S&P gave Westlake Village, California-based Dole an investment-
grade rating until December 2002. Moody's took investment-grade
status away in June 2001 as a result of what was known as the
international banana war.


DOMTAR CORP: DBRS Raises Issuer Rating From 'BB(high)'
------------------------------------------------------
DBRS has upgraded the Issuer Rating and Senior Unsecured Notes
rating of Domtar Corporation to BBB (low) from BB (high) and
changed the trends to Stable from Positive.  The upgrade is a
reflection of the improving industry conditions, which will
support Domtar's ability to maintain strong credit metrics for the
current rating as well as stabilize its EBITDA level despite
having weakened in the past two years.  The upgrade also
recognizes the Company's progress in stabilizing its business risk
by growing the personal care business to lessen its dependence on
the declining paper business.  DBRS expects the current ratings to
be stable in the medium term in the absence of unexpected actions
by the Company to materially weaken the current financial profile
such as a material debt-financed acquisition.  DBRS has also
discontinued the recovery rating previously assigned to the
Company's Senior Unsecured Notes.

The paper industry in North America has been beset by the ongoing
structural decline in the consumption of uncoated freesheet (UFS)
paper, Domtar's dominant business, with the advent of the digital
age.  Supply management by industry participants has moderated the
pace of pricing decline but maintaining profitability at a
reasonable level is challenging.  Domtar's operating performance
has been deteriorating in line with the industry.  Nevertheless,
internal cash generation has been strong even through the
recessionary years.  Tight control over capital expenditures to
well below depreciation was a key contributor to strong free cash
flow generation during this period.  Furthermore, Domtar has
actively paid down debt with the free cash flow.  The sharp
reduction in debt levels between 2008 and 2010 has significantly
strengthened Domtar's financial profile despite weakening
profitability.

The supply/demand imbalance has pressured pricing and lowered
profits through 2012 and the first nine months of 2013.
Additionally, the Company has also been active in acquisitions to
grow its personal care business, and its decision to return a
majority of free cash flow to shareholders has further added to
cash usage since 2010.  Nevertheless, the Company has continued to
generate free cash flow before investments although not enough to
fund all the increase in cash usage.  Notwithstanding the recent
modest increase in debt levels, the Company's balance sheet
leverage remains moderate and all debt coverage ratios, albeit
weakened slightly, still stay strong for the current rating.

Conditions in the paper industry which have been under pressure
due to the structural decline in consumption have received a
welcome boost.  International Paper, the second largest UFS
producer in North America behind Domtar, announced the closure of
one its large mills in September 2013.  This combined with earlier
closure announcements by Boise Inc. and Georgia-Pacific is
expected to reduce industry capacity by more than 10% by early
2014.  These actions will materially improve the supply/demand
situation in North America and are expected to materially raise
the operating rate of the industry (from about 90% recently to the
high 90% range).  Therefore, the impact of shrinking demand due to
a structural decline in paper use in North America has been muted
in the medium term as a result of significant production capacity
closures in the next few months.  Domtar and other industry
producers have already announced price increases effective for
late October and more increases are expected in the coming months.
DBRS expects that near term price increases should boost Domtar's
profitability and the resultant cash flow and strengthen its
financial profile.  Additionally, the improved supply/demand
conditions will provide a supportive operating environment and
lessen the head winds to maintain strong credit metrics for the
current rating in the medium term.

DBRS has recognized that the Company has a conservative financial
leverage and has maintained debt coverage metrics compatible with
an investment grade rating.  Furthermore, DBRS has indicated that
continuing prudent management at growing the personal care
business and the sustainability of strong credit metrics may lead
to an upgrade.  The improved industry condition has lessened the
uncertainty regarding Domtar's ability to maintain a strong
financial profile in light of the declining demand for UFS.
Domtar will benefit from these plant closures and the resultant
improved supply/demand conditions and operating environment in the
medium term.  Moreover, the improved environment in the paper
industry has lessened the pressure on Domtar and allowed it more
time to grow its personal care business.  DBRS notes that the
latest positive industry development is a key consideration
supporting upgrading Domtar's ratings and as a result, DBRS
expects Domtar's credit rating to be stable in the investment
grade range for the medium term.  However, Domtar remains
acquisitive and has stated that it intends to grow its personal
care business via acquisitions.  Although the Company's financial
profile has some cushion to absorb moderate debt increases, a
significant debt-financed acquisition that causes the adjusted
debt-to-EBITDA ratio to be in excess of the 3.0 range would put
the current rating at risk.


DREW MARINE: Moody's Rates Assigns Corp. Family Rating
------------------------------------------------------
Moody's Investors Service assigned Drew Marine Group Inc.
(collectively referred to as "Drew Marine" along with co-borrowers
Drew Marine Partners LP and ACR Electronics Inc.) a B2 Corporate
Family Rating ("CFR") and assigned B1 and Caa1 ratings,
respectively, to the company's proposed first and second lien
senior secured credit facilities. Proceeds from the credit
facilities will help fund a secondary leveraged buyout
transaction. The rating outlook is stable.

"While the transaction involves relatively high leverage for the
rating category, the stable business model should support good
discretionary cash flow and the sponsor's equity contribution is
high relative to comparable leveraged buyouts," said Ben Nelson,
Moody's Assistant Vice President and lead analyst for Drew Marine.

Actions:

Issuer: Drew Marine Group, Inc.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

$50 million First Lien Senior Secured Revolving Credit Facility
due 2019, Assigned B1 (LGD3 35%)

$205 million First Lien Senior Secured Term Loan due 2020,
Assigned B1 (LGD3 35%)

$80 million Second Lien Senior Secured Term Loan due 2021,
Assigned Caa1 (LGD5 85%)

Outlook, Stable

The assigned ratings are first-time ratings on Drew Marine and
remain subject to a review of the final terms and conditions of
the proposed leveraged buyout transaction.

Proceeds of the proposed $205 million first lien senior secured
term loan and $80 million second lien senior secured term loan,
along with an equity contribution from middle market private
equity firm The Jordan Company ("TJC"), will fund the acquisition
of Drew Marine and ACR Holdings LLC ("ACR"). Moody's estimates
initial pro-forma adjusted financial leverage of just over 6 times
(Debt/EBITDA), roughly a half turn higher than the credit
agreement calculation due to Moody's standard analytical
adjustments, interest coverage near 3 times (EBITDA/Interest) for
the twelve months ended June 30, 2013. Moody's considers the
leverage high for the B2 rating, but offset in part by limited
operational risk, relatively stable earnings and elevated free
cash flow generation relative to many rated peers as discussed
below.

Moody's views Drew Marine as a global specialty/niche chemical and
equipment business where branding and a high service component
support EBITDA margins in the upper teens. The company has about a
hundred locations globally to provide these chemicals and
equipment to its customers. Drew Marine has seen significant
improvement in profitability since it was carved out of Ashland
(Ba1 stable) in 2009, transitioned to a standalone business, and
started making strategic acquisitions. The company provides
advanced vessel performance products ("VPP") and fire, safety, and
rescue solutions ("FSR") to the international maritime and
offshore oil and gas production end markets. VPPs are non-
discretionary consumables such as water treatment chemicals that
represent a small proportion of a customer's operating costs with
demand that correlates roughly to global vessel counts and
seaborne trade volumes. These dynamics lend stability to VPP
demand compared to the volatile freight rates that drive
considerable cyclicality in the global shipping industry. FSRs
include products such as radio and pyrotechnic distress signals,
and to a lesser extent lifeboats and rafts, with demand tied to
regulatory-driven replacement and service cycles. Adding ACR, a
recent carve-out from Cobham PLC, adds development capacity for
emergency beacons. The combined company has leading market
positions in many products, considerable geographic and customer
diversity, long-term customer relationships, and an asset-light
model that should further support earnings stability. A modest
expansion in EBITDA generation, combined with retained cash flow
expected in the upper single digit range as a percentage of debt,
should position the company to reduce leverage toward 5 times by
the end of 2014 absent significant growth-related investments.

However, Moody's believes the nature of the businesses and
expected terms of the credit agreement set the stage for the
sponsor to pursue an acquisition-based growth strategy. The credit
agreement is expected to provide $75 million of uncommitted first-
and second-lien accordion capacity and unlimited additional
capacity subject to incurrence tests set near initial pro-forma
first- and second-lien leverage levels, respectively. Moody's also
expects the agreement will contain only one financial maintenance
covenant, a total net leverage ratio test, and excess cash flow
sweep provisions accommodative to acquisitions. This expectation
could limit future upward rating momentum.

Ratings Rationale:

The B2 CFR is principally constrained by a leveraged balance
sheet, modest organic growth prospects, and expectations that the
company will pursue an acquisitive growth strategy. Pro-forma
credit measures are relatively weak for the rating level, but
offset by the expected stability of the company's operating
performance and elevated free cash flow generation. Good liquidity
also supports the rating.

The stable outlook assumes that the company will make progress
toward integrating several recent acquisitions, generate positive
free cash flow, and maintain a good liquidity position. Moody's
could upgrade the rating with expectations for leverage below 4
times, free cash flow above 10% of debt, and financial policies
supportive of sustaining credit measures at these levels.
Conversely, Moody's could downgrade the rating with expectations
for financial leverage above 6.5 times, retained cash flow
sustained below 5% of debt, sustained negative free cash flow, or
substantive deterioration in liquidity.


DREW MARINE: S&P Assigns 'B' CCR & Rates $255MM Facilities 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Drew Marine Group Cooperatie U.A.  At the same
time, S&P assigned its 'B+' issue-level rating to the company's
proposed $255 million first-lien senior secured credit facilities,
with a recovery rating of '2', indicating S&P's expectation for
substantial (70% to 90%) recovery in the event of a payment
default.  S&P also assigned its 'CCC+' issue-level rating to the
company's proposed $80 million second-lien senior secured credit
facility, with a recovery rating of '6', indicating its
expectation for negligible (0% to 10%) recovery in the event of a
payment default.  All ratings are based on preliminary terms and
conditions.  The outlook is stable.

The proposed senior secured credit facilities will be co-issued by
Drew Marine.  The term loans along withcommon equity from funds
managed by The Jordan Co. II L.P. and management rollover equity
will fund the purchase of Drew Marine, and pay transaction fees
and expenses.  The new $50 million revolving credit facility is
expected to be undrawn at close.

"The ratings on Drew Marine reflect the company's highly leveraged
capital structure, with pro forma debt to EBITDA of about 5.5x,
and its limited diversity, with the majority of revenues derived
from the maritime industry," said Standard & Poor's credit analyst
Daniel Krauss.  Partly offsetting these factors are the
nondiscretionary nature of the majority of the company's products
and its long-standing relationships with many of its key
customers.
S&P characterizes the company's business risk profile as "weak"
and its financial risk profile as "highly leveraged".

With pro forma annual revenues of about $270 million, Drew Marine
is a producer of vessel performance products (VPP) and fire,
safety, and rescue (FSR) solutions.  In the VPP segment, the
company produces specialty chemicals for the maritime industry
which are utilized in water treatment solutions, maintenance, fuel
management, and welding and refrigeration.  These products aid in
maximizing fuel efficiency, and preventing corrosion and buildup.
In the FSR segment, the company provides safety products such as
fire safety equipment, flares, lifeboats, and emergency rescue
beacons.  These products ensure compliance with maritime
regulations and enhance safety aboard vessels.

The stable outlook reflects S&P's expectation for modestly
improving operating performance in 2014, which should allow the
company to maintain adequate liquidity and credit metrics that S&P
considers appropriate for the current rating.  Based on S&P's
scenario forecasts, it expects the company's EBITDA margins to
remain relatively stable in the 17% to 19% range, reflecting the
nondiscretionary and consumable nature of many of its products.
S&P assumes that the company's management and owners will be
supportive of credit quality and, therefore, it has not factored
into its analysis any dividends or meaningful debt-funded
acquisitions.

Based on S&P's scenario forecasts, it could raise the ratings by
one notch if revenue growth reaches 5% or higher, coupled with a
200 basis point improvement in EBITDA margins.  S&P could also
consider an upgrade if free cash flow was greater than it
forecasts allowing the company to pay down debt faster than
expected.  As a result, S&P would expect total adjusted debt to
EBITDA to drop below 5x.  Management's growth objectives should
also support an improving financial profile before S&P considers
an upgrade.

Alternatively, S&P could lower the ratings if the downside risks
to its forecast were to materialize, such as a substantial
reduction in demand for one of the company's key products or
increasingly competitive pressures which lead to a meaningful drop
in earnings.  Based on S&P's downside scenario, it could consider
a negative rating action if revenues fell by 10% or more, combined
with a drop in EBITDA margins of 200 basis points from its current
expectations.  At this point, S&P would expect debt to EBITDA to
approach 7x.  S&P could also lower the ratings if financial policy
decisions, such as a large debt-funded acquisition or dividends,
result in a stretched financial risk profile or meaningful
deterioration in the company's liquidity position.


DYNEGY INC: Reports Net Income of $22 Mil. in Third Quarter
-----------------------------------------------------------
Dynegy Inc. on Nov. 7 reported third quarter 2013 Enterprise-wide
Adjusted EBITDA of $113 million compared to $50 million for the
same period in 2012.  Operating income was $15 million for the
third quarter 2013 compared to an operating loss of $11 million
for the same period in 2012.  Stronger earnings at the Gas segment
related to higher capacity and resource adequacy payments and the
absence of negative settlements associated with legacy commercial
positions more than offset weaker Coal segment earnings resulting
from lower realized prices.  Net income was $22 million for the
third quarter 2013 compared to a net loss of $41 million for the
same period in 2012.

For the first nine months of 2013, Enterprise-wide Adjusted EBITDA
was $164 million compared to $99 million for the same period in
2012.  The operating loss for the first nine months of 2013 was
$211 million compared to operating loss of $7 million during the
same period in 2012.  Enterprise-wide Adjusted EBITDA improved due
to the significant reduction in negative commercial settlements
year-over-year in the Gas segment which was partially offset by
lower realized prices and higher rail costs in the Coal segment.
The net loss for the first nine months of 2013 was $265 million
compared to a net loss of $1,192 million for the same period of
2012.  The Company's net loss in 2012 is largely attributable to
an accounting impairment associated with Dynegy's restructuring.
During 2012, Dynegy's operating loss and net loss only included
results from the Coal segment after June 5, 2012.

"We continued to firmly establish Dynegy's growth foundation
during the third quarter with several notable achievements," said
Dynegy President and Chief Executive Officer Robert C. Flexon.
"Most importantly our Company's safety record for the first nine
months of the year reached the top decile performance level -- a
mark previously not achieved in recent years.  Within our Coal
segment, we successfully reached a new four year labor agreement
with IBEW Local 51, the union which operates our four Illinois
coal plants, which will help enhance the long term financial
viability of our coal operations.  In the Gas segment, we
successfully reached agreement with Southern California Edison for
new multiyear energy and capacity supply contracts for Moss
Landing - Units 6 and 7.  We look forward to a strong finish to
2013 with the successful closure of the Ameren Energy Resources
acquisition."

Segment Review of Results Quarter-Over-Quarter

Coal - The third quarter 2013 operating loss was $34 million
compared to third quarter 2012 operating loss of $46 million.
Adjusted EBITDA totaled $6 million during the third quarter 2013
compared to $11 million during the same period in 2012.  The
quarter-over-quarter decrease in Adjusted EBITDA is due to lower
realized prices on both hedged and unhedged generation which more
than offset an increase in generation volumes and lower delivered
coal costs.

Gas - The third quarter 2013 operating income was $74 million
compared to third quarter 2012 operating income of $66 million.
Adjusted EBITDA totaled $121 million during the third quarter 2013
compared to $57 million during the same period in 2012.  The
significant improvement in quarter-over-quarter results is
primarily due to higher capacity and resource adequacy payments
and the absence of negative settlements associated with legacy put
options and other out-of-the-money commercial positions which
adversely impacted results during 2012.

Liquidity

As of November 4, 2013, Dynegy's available liquidity was $891
million which included $597 million in cash and cash equivalents
and $294 million of revolver availability under the Company's
revolving credit facility.

Consolidated Cash Flow

Cash flow provided by operations during the first nine months of
2013 was $132 million compared to cash flow used in operations of
$37 million during the same period in 2012.  During the first nine
months of 2013, the business provided Adjusted EBITDA of $164
million and $42 million in positive changes in working capital,
including $36 million of decreased collateral postings.  This was
offset by $55 million in interest payments and $19 million in
payments for bankruptcy reorganization, acquisition and
integration and other expenses. During the first nine months of
2012, the business provided Adjusted EBITDA from continuing
operations of $90 million, $16 million due to interest payments
received from Legacy Dynegy and $7 million related to receipt of a
tax refund.  This was offset by $22 million in negative Adjusted
EBITDA related to discontinued operations, $99 million in interest
payments and $29 million in negative working capital changes, net
of $36 million of increased collateral postings to satisfy
counterparty collateral demands.

Cash flow provided by investing activities totaled $271 million
during the first nine months of 2013 compared to cash flow
provided by investing activities of $300 million during the same
period in 2012.  During the first nine months of 2013, capital
expenditures totaled $67 million, including $62 million in
maintenance capital expenditures and $5 million in environmental
capital expenditures.  During the first nine months of 2012,
capital expenditures totaled $63 million, including $42 million in
maintenance capital expenditures and $21 million in environmental
capital expenditures.  During the first nine months of 2013, there
was a $335 million net cash inflow related to restricted cash
balances compared to an $88 million net cash inflow in the same
period in 2012. In 2012 there was a $256 million cash inflow
related to the DMG acquisition that did not recur in 2013.

Cash flow used in financing activities during the first nine
months of 2013 was $162 million compared to cash flow provided by
financing activities of $16 million during the same period in
2012.  During 2013, proceeds related to refinancing, net of
financing costs, of $1,753 million were more than offset by
repayments of borrowings, including debt extinguishment costs, of
$1,915 million.

PRIDE Update

Dynegy continues to use the PRIDE initiative to improve operating
performance, cost structure and the balance sheet and to drive
recurring cash flow benefits.  Net fixed cash cost and margin
improvements for 2013 are expected to be approximately $43
million.  Additionally, 2013 balance sheet improvements are
projected to be $192 million, an increase of $30 million from the
prior forecast.  Since the program's inception, a total of $153
million in margin and cost improvements compared to the Company's
2010 baseline and $716 million in balance sheet improvements have
been realized.

AER Integration Update

In October, FERC approved the IPH-Ameren transaction under Section
203 of the Federal Power Act. The Illinois Pollution Control Board
(IPCB) held a hearing on Illinois Power Holdings (IPH) variance
request under the Illinois Multi-Pollutant Standard on
September 17, 2013.  The IPCB is expected to make its decision on
or before November 21, 2013. If the variance request is approved,
Dynegy would expect to close the transaction in December 2013.

The expected annual synergies from the transaction remain at $75
million.  The synergies come from cost reductions in corporate
infrastructure and savings from operational and procurement
initiatives.

California Developments

On October 10, 2013, Dynegy and SCE entered into two new
transactions for energy and capacity from Dynegy's Moss Landing
Power Plant.  Under the first transaction, SCE agreed to purchase
energy and capacity from Moss Landing Units 6 and 7 for 2014 and
2015 and, under the second transaction which is subject to
approval by the California Public Utilities Commission, to
purchase energy and capacity from Units 6 and 7 for 2016.  As a
result of entering into these transactions, the pending litigation
and arbitration proceedings related to the early termination of
previous capacity and tolling agreements in 2011 were dismissed.

Dynegy intends to initiate the retirement process for the Morro
Bay facility with the California Public Utilities Commission
(CPUC), California Independent System Operator (CAISO) and the
California Energy Commission (CEC) and is notifying them that the
Morro Bay facility will close once the relevant processes are
complete.  Dynegy is currently evaluating alternatives for the
site including developing renewable energy shaping technologies as
well as preferred renewable resources, as defined by California
laws and regulations, at the site with Starwood Energy Group
Global, Inc.

                   Profit as Unit Exits Ch. 11

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dynegy Inc. reported third-quarter net income of $22
million three days after the last of the companies in the power
producer's group emerged from bankruptcy reorganization.

In August, Dynegy got permission from the bankruptcy judge to sell
its non-operating Danskammer plant for $3.5 million and the
assumption of environmental cleanup obligations. The collapse of a
sale to another purchaser disabled the four so-called operating
companies from implementing their plan until Nov. 4, although it
was approved when the judge signed a confirmation order in March.

The Dynegy parent previously left bankruptcy under a separate
plan.

Dynegy rose 1.2 percent to $19.73 on Nov. 7 on the New York Stock
Exchange. The shares reached a 12-month closing high of $24.76 on
May 21 and a low of $17.96 on Nov. 11, 2012.

                          About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


EARL SIMMONS: Judge Rejects DMX's Bankruptcy Filing
---------------------------------------------------
The Associated Press reported that a federal judge in New York has
tossed rapper DMX's bankruptcy filing, making him fair game for
creditors.

According to the report, a bankruptcy judge in White Plains
dismissed the 42-year-old rapper's July 29 Chapter 11 filing on
Nov. 8.

The hip-hop star's real name is Earl Simmons. The judge's move
means he could lose his possessions including his share in a home
in suburban Mount Kisko, the report said.

Simmons' biggest debt is $1.3 million in child support owed to
some of the 10 children he has fathered, the report related.

U.S. Trustee Tracy Hope Davis said Simmons failed to provide
trustworthy information in his bankruptcy filing, the report
added.

                           About DMX

DMX, whose real name is Earl Simmons, is known for the late '90s
hit "Party Up (Up in Here)" and has also appeared in such movies
as "Romeo Must Die," the report noted.  He filed for bankruptcy on
July 29, 2013 (Bankr. S.D.N.Y. Case No.  13-23254) to address
debts including more than $1.2 million in child-support
obligations.

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


EARTHBOUND HOLDING: Moody's Affirms 'B3' CFR & Default Ratings
--------------------------------------------------------------
Moody's Investors Service changed the outlook for Earthbound
Holding III, LLC to stable from negative. Concurrently, Moody's
affirmed the Corporate Family and Probability of Default Ratings
for the company at B3 and B3-PD, respectively. The change in
outlook largely reflects the company's improving operating results
and liquidity position since the negative outlook was assigned in
January 2013.

Operating results are benefitting from margin stabilization
following several years of deterioration, driven by easing top-
line pricing pressure in salads and the favorable implementation
of cost saving initiatives. Liquidity has improved since the
beginning of FY13, a portion of which is related to an equity cure
received in 1Q13, with the remainder attributable to revolver
repayment from improved cash flow generation and a subsequent
sale-leaseback transaction in early 4Q13.

According to Moody's Analyst Brian Silver, "Stabilization of the
outlook largely stems from a stronger liquidity profile and
operational improvements, and while Moody's expects healthy demand
for Earthbound's organic product offerings to continue to improve
margins and free cash flow generation, the company will likely
remain highly levered during the next twelve months."

The following ratings have been affirmed:

Corporate Family Rating at B3;

Probability of Default Rating at B3-PD;

$25 million senior secured revolving credit facility due 2015 at
B2 (LGD3, 39%); and

$240 million senior secured term loan facility due 2016 at B2
(LGD3, 39%).

The rating outlook is stable

Ratings Rationale:

The B3 Corporate Family Rating reflects Earthbound's high leverage
(about 5.6 times at September 30, 2013 pro-forma for an October
2013 sale-leaseback transaction) within the cyclical agricultural
products industry, aggressive financial policies and small scale
relative to its industry peers. The rating also considers the
increasingly competitive environment within the organic food
industry and the geographic concentration of the company's supply
base (primarily in Arizona and California). The business'
longstanding exposure to external event risk from adverse weather,
infestation, crop failure and product recalls, some customer
concentration and the company's willingness to execute bolt-on
acquisitions also weigh on the rating. Earthbound's leverage is
expected to continue to improve from peak levels reached at FYE12
(about 7.1 times), which is consistent with the trend exhibited
during the last few quarters, but is expected to remain relatively
high during the next 12 -- 18 months based on Moody's expectation
that the company will use excess cash flow to pursue acquisitions
and/or invest in organic growth projects. Earthbound's rating
benefits from its healthy mid-teen EBITDA margins, improving brand
equity and its leadership position in the growing yet niche
organic packaged salad industry. The rating also derives support
from the company's exclusive grower network and the relatively
high barriers to entry created by the limited availability of USDA
certified organic fields and processing facilities in North
America. In addition, the rating assumes that dividends will be
limited to cover owner tax distributions and acquisitions, if any,
will be relatively small in scale and earnings accretive.

Moody's anticipates that organic packaged salads will continue to
grow as a percentage of the packaged salad category, which should
support volume growth over the next year. Volume growth in concert
with easing pricing pressure on salads is expected to drive the
top-line. Moody's also expects margin improvement to continue as
the company reaps the benefits from increased plant automation and
cost savings associated with both the successful realignment of
its farming operations and the recently implemented year round
operation of the San Juan Bautista facility.

The ratings could be downgraded if the company executes a debt
financed acquisition and/or if earnings were to deteriorate
leading to leverage of over 6.5 times. In addition, if EBITA-to-
interest were to be sustained below 1.0 times or if liquidity
weakens, the outlook could be changed to negative or the ratings
could be downgraded. Alternatively, the ratings could be upgraded
if leverage is sustained below 5.0 times and EBITA-to-interest
approaches 1.5 times, assuming the company maintains at least an
adequate liquidity profile.

Earthbound Holding III, LLC (Earthbound) sells organic salads,
fruits, and vegetables to retail grocers, natural food retailers,
club stores, mass merchants, and food service distributors across
the US and Canada under the Earthbound Farm brand name.
Earthbound's salads are primarily grown on company owned farms or
governed by multi-year exclusive relationships with outside
growers. In July 2009, HM Capital Partners (HM) acquired a 70%
stake in Earthbound with the balance of ownership interests
remaining with initial shareholders. Revenues for the twelve
months ending September 30, 2013 were in excess of $500 million.


EASTCOAL INC: Intends to File Bankruptcy Proposal in Canada
-----------------------------------------------------------
EastCoal Inc. on Nov. 8 disclosed that on November, 5 2013 it
filed a Notice of Intention to Make a Proposal pursuant to the
provisions of Part III of the Bankruptcy and Insolvency Act
(Canada).

Pursuant to the Notice, Deloitte Restructuring Inc. has been
appointed as the trustee in the Company's proposal proceedings and
will assist the Company in its restructuring efforts.

This filing follows the Company's strategic review of its options
caused by the lack of financing as previously announced on
October 21, 2013 and the subsequent halt of trading in the
Company's shares on the TSX Venture Exchange and the suspension of
trading in the Company's shares on AIM.

The filing of the Notice has the effect of imposing an automatic
30-day stay of proceedings that will protect the Company and its
assets from the claims of creditors while the Company pursues its
restructuring efforts.  This 30-day period may be renewed with the
authorization of the Supreme Court of British Columbia.

The Company is actively seeking further sources of funding
although there can be no guarantee that the Company will be
successful in securing further financing or achieving its
restructuring objectives.  Failure by the Company to achieve its
financing and restructuring goals will likely result in the
Company becoming bankrupt.

As previously announced, the Company currently has three remaining
directors on the board being Abraham Jonker, John Byrne and John
Conlon.

The Company will provide further updates as to the next steps of
the process when these have been determined.

Subsequent to the dissemination of this announcement, trading was
expected to resume on both the TSX Venture Exchange and AIM at the
open of trading on Monday, November 11, 2013.

                       About EastCoal Inc.

EastCoal Inc. owns the Verticalnaya anthracite mine through its
100% owned subsidiary East Coal Company.


EDISON MISSION: Has Court Approval for $7.5 Million in Bonuses
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Edison Mission Energy won approval last month
for an agreement under which NRG Energy Inc. is to purchase most
of the business to underpin a reorganization plan, the bankruptcy
court in Chicago deferred consideration of a so-called exit plan
providing $7.5 million in incentive bonuses for executives and
non-executives.

According to the report, the U.S. Trustee raised the only
objection to the bonuses.

After a hearing last week, the judge signed an order on Nov. 6
approving the bonuses, given the independent power producer's
contention that they fully comply with law.

If EME's compensation committee grants the maximum awards, the
company's executives will share a pool of $6.4 million for
carrying out the transaction with NRG. As many as 20 non-executive
workers are eligible for $1.1 million in bonuses.

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

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

EME's $1.2 billion in 7 percent senior unsecured notes maturing in
2017 last traded yesterday for 74.875 cents on the dollar, up 44
percent from immediately before bankruptcy, according to Trace,
the bond-price reporting system of the Financial Industry
Regulatory Authority. The notes are up 15 percent from where they
traded on Oct. 15, before the NRG sale was announced.

Santa Ana, California-based EME listed assets of $5.16 billion and
liabilities totaling $5.09 billion. Debt includes $3.7 billion on
senior unsecured notes and $1.2 billion in debt on individual
projects. Assets include 40 power plants in 12 states. There are
29 wind-power projects responsible for 22 percent of capacity.

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

                       About Edison Mission

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

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

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

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

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

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

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

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

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

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


ELCOM HOTEL: Gets Final Court OK on $1-Mil. Loan From OBH Funding
-----------------------------------------------------------------
Judge Robert A. Mark entered a final order on Oct. 25, 2013,
granting Elcom Hotel & Spa, LLC and Elcom Condominium, LLC,
authority to obtain postpetition financing of up to $1,000,000
from OBH Funding, LLC.

As reported in the Oct. 14, 2013 edition of The Troubled Company
Reporter, the significant aspects of the DIP Loan Agreement are:

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

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

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

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

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

                        About Elcom Hotel

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

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

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

Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A.,
represent the Debtors as bankruptcy counsel.  Duane Morris LLP is
the special litigation, real estate, and hospitality counsel.
Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the
Debtors' Chief Restructuring Officer.

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


ELCOM HOTEL: U.S. Trustee Says Plan Outline Has Deficiencies
------------------------------------------------------------
Guy G. Gebhardt, acting United States Trustee for Region 21 -- in
the absence of amendments to deal with matters it is concerned
with -- asks the Bankruptcy Court to disapprove the disclosure
statement explaining the bankruptcy exit plan proposed by Elcom
Hotel & Spa, LLC and Elcom Condominium, LLC, "as contain[ing]
adequate information" and convert the Debtors' case to Chapter 7.

On behalf of the U.S. Trustee, Steven D. Schneiderman, Esq.,
identified deficiencies in the Disclosure Statement describing the
Joint Liquidation Plan of the Debtors.  He cites, among other
things, that:

  1.  The Disclosure Statement should address the Motion for
Substantive Consolidation recently filed by the 10295 Collins
Avenue Residential Condominium Association.  The proposed sale may
still proceed, but resolution of the Motion may be necessary
before distribution to creditors.

  2.  The Debtors fail to address the intercompany receivables
owed by and between the two debtors as reflected in the respective
schedules and the treatment of those claims in the proposed plan.

  3.  The Disclosure Statement should address the disposition of
approximately $2.5 claim million cash balance in the Hotel case in
the most recent operating report once the case is confirmed and
sale closed.

  4.  The separate classification of claims between classes 3 & 4
of the Hotel case needs to be justified.  Given the potential sale
proce of $13 million or higher and the current cash balance of
approximately $2.5 million, the Debtors must also justify the
proposed treatment of less than 100% to general unsecured claims
in class 3.

  5.  The Plan and Disclosure Statement should clarify why the
proposed treatment of the General Unsecured Creditors does not
violate Sec. 1129 of the Bankruptcy Code in that similarly
situated claims are not receiving disparate treatment.

  6.  The Debtors should provide more information on the make-up
of the classes, such as the number of class members and whether
the claims are disputed.

  7.  All claim objections should be filed well before the
deadline to cast ballots so creditors can make informed decisions.

  8.  The Disclosure Statement should provide more detail as to
the amounts and identity of avoidance action targets so creditors
can make informed decisions in the voting process.

  9.  The Debtors should identify the Liquidating Trustee's and
terms of compensation.  Its fees and expenses should be subject to
notice, hearing and further order of the court.

10.  The language in the Plan regarding lease assumption/
rejection claims should be clarified -- which contracts are being
assumed and how are the rental agreements being addressed.

11.  The proposed Plan provisions regarding exculpation and
Releases are too brood and objectionable.

Counsel to the U.S. Trustee can be reached at:

          Steven D. Schneiderman, Esq.
          Trial Attorney
          Office of the United States Trustee
          51 S.W. 1st Avenue, 12th Floor
          Miami, FL 33130
          Tel No.: (305) 536-7285
          Fax No.: (305) 536-7360

As reported by The Troubled Company Reporter, the Debtors' Joint
Plan of Liquidation provides for the monetization and distribution
of assets of the Debtors for the benefit of holders of allowed
claims.  The Debtors are finalizing an agreement with a proposed
stalking horse bidder for the sale of substantially all of their
assets.

                        About Elcom Hotel

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

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

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

Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A.,
represent the Debtors as bankruptcy counsel.  Duane Morris LLP is
the special litigation, real estate, and hospitality counsel.
Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the
Debtors' Chief Restructuring Officer.

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


ELCOM HOTEL: Two Tenant Groups Object to Plan Outline
-----------------------------------------------------
Creditors 10295 Collins Avenue Residential Condominium
Association, Inc., and 10295 Collins Avenue, Hotel Condominium
Association, Inc. complain -- in court papers separately filed
with the Bankruptcy Court -- that the Disclosure Statement fails
to provide adequate information with respect to critical
components of Elcom Hotel & Spa LLC and Elcom Condominium LLC's
Joint Liquidation Plan.  They insist that adequate information is
required for creditors to be informed of the rights and remedies
concerning the Plan.

The two Association groups both assert that the Disclosure
Statement and Plan on their face demonstrate that the Debtors
cannot meet the good faith requirements of Sec. 1129 of the
Bankruptcy Code based on the granting of a full release without
considertation to Thomas Sullivan and his affiliates.

The Associations further contend that the Disclosure Statement
fails to provide adequate information concerning possible
distributions under the Plan to Jorge Arevalo or any entities with
which he is or has been affiliated.

Moreover, the Associations are concerned that the Disclosure
Statement has:

  * inadequate information on the Liquidating Trust and Plan
    Administrator

  * not sufficiently identified the prepetition insider
    transactions to determine the extent of any cause of action to
    be transferred to the Liquidation Trust

  * inadequate disclosure on the extent of insider claims that are
    to be released under the Plan

  * on the causes of action to be transferred to the Liquidation
    Trust

  * insufficient information on third party releases

  * inadequate disclosure on reason the Debtors decided not to
    apportion any administrative expense claims against the
    Chapter 11 estate of Elcom Condominium

  * inadequate disclosure on distributions to the holders of
    allowed general unsecured claims in Elcom Hotel's Class 4
    Claims and Elcom Condominium's Class 3 Claims

  * insufficient disclosure regarding scope of injunction, claim
    objections, lack of substantive consolidation, and liquidation
    analysis

  * inadequate disclosure to justify the Debtors' assertion that
    $50,000 is sufficient to wind-down the Debtors and to fund the
    Liquidating Trust

As reported by The Troubled Company Reporter, the Debtors' Joint
Plan of Liquidation provides for the monetization and distribution
of assets of the Debtors for the benefit of holders of allowed
claims.  The Debtors are finalizing an agreement with a proposed
stalking horse bidder for the sale of substantially all of their
assets.

The Hotel Association is represented by:

          Paul S. Singerman, Esq.
          Debi E. Galler, Esq.
          BERGER SINGERMAN LLP
          1450 Brickell Avenue, Suite 1900
          Miami, FL 33131
          Tel No.: (305) 755-9500
          Fax No.: (305) 714-4340
          Email: singerman@bergersingerman.com
                 dgaller@bergensingerman.com

The Residential Association is represented by:

         Charles M. Tatelbaum, Esq.
         HINSHAW & CULBERTSON LLP
         One East Broward Boulevard, Suite 1010
         Ft. Lauderdale, FL 33301
         Tel No: (954) 467-7900
         Fax No: (954) 467-1024
         Email: ctatelbaum@hinshawlaw.com

                        About Elcom Hotel

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

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

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

Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A.,
represent the Debtors as bankruptcy counsel.  Duane Morris LLP is
the special litigation, real estate, and hospitality counsel.
Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the
Debtors' Chief Restructuring Officer.

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


ELCOM HOTEL: Two Tenant Groups React to Proposed Asset Sale
-----------------------------------------------------------
Creditors 10295 Collins Avenue Residential Condominium
Association, Inc., and 10295 Collins Avenue, Hotel Condominium
Association, Inc. filed with the Bankruptcy Court limited
objections to the proposed asset sale of Elcom Hotel & Spa LLC,
et al.

Both Associations have been recognized by the Court to "have
interests that go beyond just the highest price for the debtor's
assets" because the members of the Associations live or invest at
the One Bal Harbour property.

The Debtors have negotiated a stalking horse bid from Stoneleigh
Capital, LLC, for $12,250,000 for the Assets.

The Hotel Association says it supports the Debtors' goal to sell
their assets before 2013 ends but is concerned that the Debtors
and Stoneleigh would not agree to include in the proposed auction
procedures certain primary protections it noted in the original
draft of bidding procedures it circulated.

Accordingly, by its limited objection, the Hotel Association asks
the Bankruptcy Court to:

  (1) grant it joint approval rights with the Debtors in
      relation to the sale process, and not just consultation
      rights;

  (2) deny the award of an excessive Break-Up Fee;

  (3) prohibit the payment of the Break-Up Fee if Stoneleigh
      terminates the Stoneleigh Purchase Sale Agreement during the
      30-day Due Diligence Period;

  (4) revise the proposed auction procedures to remove any
      requirement of a forced amendment to the interim Rental
      Management Agreements; and

  (5) grant its proposed changes to the proposed auction
      procedures with respect to the initial overbid and
      subsequent overbids at the auction.

The Hotel Association says it would support a Break-Up Fee to
Stoneleigh capped at $306,250 or 2.5% of the gross purchase price,
as opposed to the current $780,000 Fee or 6.4% of the gross
purchase price.  For its part, the Residential Association asserts
that the break-up fee should not exceed 2% of the stalking horse
bid.

The Hotel Association believes an initial overbid amount of
$1 million or more and a subsequent overbid amount of $200,000
will chill the bidding.

On the other hand, by its limited objection, the Residential
Association says it should be afforded that same rights as the
Hotel Association with respect to consultation in connection with
the sale.

                        About Elcom Hotel

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

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

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

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

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


EMERITO ESTRADA: Court Extends Plan Filing Period by 60 Days
------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico has granted Emerito Estrada Rivera
Isuzu De P.R., Inc., a 60-day extension of the Debtor's exclusive
period to file its disclosure statement and plan of
reorganization.

As reported by the Troubled Company Reporter on Oct. 14, 2013,
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, the
attorney for the Debtor, explained that the Debtor needed at least
45 days to finalize or perfect the lease agreements that will
generate the funds to fuel the Debtor's reorganization plan.

                      About Emerito Estrada

Emerito Estrada Rivera Isuzu De PR Inc., a car dealer in Puerto
Rico, filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case
No. 13-04608) in Old San Juan, on June 4, 2013.  Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices, serves as counsel.  The
Debtor says its sole asset is a real property is worth $16.5
million.  It has $8.68 million in liabilities, of which $8.1
million is secured.

The Debtor disclosed $23,860,000 in assets and $16,285,186 in
liabilities as of the Chapter 11 filing.


EMPIRE RESORTS: Incurs $790,000 Net Loss in Third Quarter
---------------------------------------------------------
Empire Resorts, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
applicable to common shares of $790,000 on $19.67 million of net
revenues for the three months ended Sept. 30, 2013, as compared
with net income applicable to common shares of $216,000 on $19.72
million of net revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss applicable to common shares of $7.75 million on $55.43
million of net revenues as compared with a net loss applicable to
common shares of $50,000 on $55.86 million of net revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $60.72
million in total assets, $52.43 million in total liabilities and
$8.29 million in total stockholders' equity.

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

                         http://is.gd/diAFlL

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.


ENERGY SERVICES: Appoints New Chief Financial Officer
-----------------------------------------------------
The Board of Directors of Energy Services of America Corporation
announced the retirement of Larry Blount as chief financial
officer.  Effective Nov. 1, 2013, Charles Crimmel will serve as
the Company's chief financial officer.  Mr. Crimmel has served as
controller for Energy Services of America since Aug. 15, 2008.
Mr. Crimmel is 40 years old and owns no shares of Company common
stock.

                      About Energy Services

Huntington, West Virginia-based Energy Services of America
Corporation provides contracting services to America's energy
providers, primarily the gas and electricity providers.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Energy Services' ability to
continue as a going concern following the annual report for the
year ended Sept. 30 ,2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a forbearance arrangement with its lenders as a
result of continued noncompliance with certain debt covenants.

The Company reported a net loss of $48.5 million on $157.7 million
of revenue in fiscal 2012, compared with a net loss of $5.3
million on $143.4 million of revenue in fiscal 2011.  The
Company's balance sheet at June 30, 2013, the Company had
$44.10 million in total assets, $36.66 million in total
liabilities and $7.44 million in total stockholders' equity.


EXIDE TECHNOLOGIES: $5.44-Mil. Operating Loss for 3rd Quarter
-------------------------------------------------------------
BankruptcyData reported that Exide Technologies filed with the SEC
its Form 10-Q for the three months ended September 30, 2013.
According to the filing, the Company reported a $5.44 million
operating loss on $697.8 million in net sales, compared to a $77.2
million operating loss on $711.7 million in net sales for the
three months ended September 30, 2012.

The filing states that the foreign currency translation (primarily
the strengthening of the Euro against the U.S. dollar) favorably
impacted net sales in the three month period ended September 30,
2013 by approximately $19.4 million.

Excluding foreign currency translation impact, net sales decreased
by approximately $44.5 million, or 3.2%, primarily due to lower
transportation net sales resulting from the Company's sale of its
"Transportation Australasia" business.

Net loss for the quarter was $39.7 million, which reflects a wide
increase from $13.77 million net loss for the same period of 2012.

                   About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Wants No Shareholders' Committee
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that battery maker Exide Technologies and the official
creditors' committee agreed there should be no official committee
to represent shareholders. They differ on whether it's premature
to erect a streamlined procedure for disposing of disputed claims.

According to the report, in September, shareholder Alfred Shams
wrote the bankruptcy judge a four-page letter giving reasons there
should be an official equity holders' committee whose
professionals would be paid by Exide. The bankruptcy judge treated
the letter as a formal motion and scheduled a hearing for Nov. 14.

The creditors' committee said it's premature to conclude their
constituency will be paid in full, a virtual necessity before an
equity committee is appropriate.

Exide was more direct, quoting bond prices to show the company is
insolvent, meaning shareholders aren't entitled to a distribution
in bankruptcy.

Regarding the claims-resolution machinery, the committee said it's
premature because the deadline to file claims has yet to arrive.
The proposal is also flawed, the creditors said.

Meanwhile, if there is to be a mediation procedure regarding
claims, the committee wants a seat at the table and right to
participate. They also don't want Exide having the right to change
procedures unilaterally.

Lawsuit creditors shouldn't have the ability to opt out of
mediation and require litigation outside of bankruptcy court,
according to the committee.

The question of having a claims-resolution process is also on the
Nov. 14 calendar.

The $674 million of 8.625 percent first-lien notes due 2018 traded
at 12:28 p.m. on Nov. 8 for 76.5 cents on the dollar, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority. The bonds have climbed 35 percent since the
last trade before bankruptcy at 56.672 cents. The convertible
subordinated notes due in September last traded on Nov. 6 for 19.5
cents on the dollar, compared with 10.5 cents in the last trade
before bankruptcy.

                   About Exide Technologies

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

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

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

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

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

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

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


FAIRMONT GENERAL: Panel Tries to Block Fundamental Advisors Loan
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fairmont General
Hospital Inc., et al., filed an objection to the Debtors' motion
for an order authorizing the Debtors to enter into debtor-in-
possession financing agreement with Fundamental Advisors LP as the
agent for Fundamental Partners II LP.

In a Nov. 5, 2013 court filing, Andrew H. Sherman, Esq., at Sills
Cummis & Gross P.C., on behalf of the Committee, says that certain
provisions of the proposed DIP financing facility are overreaching
and unreasonable in light of the substantial risk premium and fees
sought by the DIP Lenders and the extensive collateral package
offered to the Lenders on a priming basis.  The Committee's
principal objections concern these areas:

     (i) inclusion of the proceeds of the Debtors' commercial tort
         claims and causes of action, including those arising
         under Chapter 5 of the Bankruptcy Code, in the collateral
         securing the Debtors' obligations to the DIP Lenders
         under the credit agreement or allowing the DIP Lenders'
         proposed superpriority administrative claim to be payable
         from avoidance actions;

    (ii) failure to provide notice and an opportunity to cure for
         events of default, including minor affirmative covenants;
         and

   (iii) improper case controls like providing the DIP Lenders
         case controls like advance draft pleadings prior to the
         filing thereof, potential stalking horse rights without a
         separate hearing or order of the Court and controlling a
         sales process after an event of default.  According to
         Mr. Sherman, it is also unclear whether the DIP Lenders
         are committed to fund the Debtors as there is an absolute
         rights of the DIP Lenders to continue to conduct
         diligence without any limitation or timeframe.

The Committee is also against granting the DIP Lenders stalking
horse rights or sale rights at this time.  The credit agreement,
says Mr. Sherman, provides that in addition to the right to credit
bid at a sale of all or any portion of the Debtors' assets, the
administrative agent or any DIP Lender will be entitled to serve
as stalking horse bidder in any sale by and Debtor of its assets
if its bid is the best bid available to the Debtor at such time.

According to a court filing dated Oct. 22, 2013, the Debtors are
seeking permission from the U.S. Bankruptcy Court for the Northern
District of West Virginia to obtain an aggregate principal amount
of up to $6 million of term loans from Fundamental Partners,
provided that, until the final court order is entered, no loans or
advances under the DIP Facility will be made, other than term
loans in an aggregate principal amount of up to $500,000.  UMB
Bank, N.A., as the successor Indenture Trustee for the Debtor's
2007 bonds (Marion County) and Series 2008 bonds (West Virginia
Hospital Finance Authority), has consented to the relief suggested
in that motion.

The Debtors will grant the Agent, for the benefit of the Agent and
Lender, a security interest in and lien on all property, assets,
or interests in property or assets of the Debtors.  The Agent and
the Lender will have first priority liens on the collateral, and
the obligations under the Credit Agreement will constitute
administrative expenses with administrative priority and senior
secured status.

The DIP Loans will have an interest rate of Adjusted Eurodollar
Rate plus 9.5%, and will mature on the earliest of (a) Oct. 31,
2014; or (b) 30 days after entry of the interim court order if the
final court order is not yet entered.  Default interest rate will
be at 4.00% per annum in excess of the interest rate otherwise
payable.  The outstanding principal amount, together with all
amounts owed under the Credit Agreement, will be repaid in full by
the Maturity Date.  Interest will be paid monthly.  The Agent will
have the right to "credit bid" the amount of the Lender's claims
during any sale of assets of the Debtors or as part of any
reorganization plan.

The Debtors anticipate needing to draw on the DIP Facility
immediately in an amount of up to $500,000.  The Debtors seek
immediate and emergency authorization to enter into the credit
agreement with the Lender and to utilize the DIP Facility in an
amount not exceeding $500,000 prior to the conclusion of the final
hearing on the motion.

The Debtors are seeking authority to obtain the post-petition
credit provided through the DIP Facility as credit secured by
unencumbered property of the estate or secured by (a)
superpriority claim status; (b) a perfected first priority lien on
all of the Debtors' assets; (c) a perfected junior lien on all
assets of the Debtors that are subject to (i) any valid, perfected
and non-avoidable lien in existence on the Petition Date, or (ii)
any valid lien in existence on the Petition Date that is perfected
subsequent to the Petition Date, in each case other than the
encumbrances under any pre-petition facilities; and (d) a
perfected first priority priming lien on all assets of the Debtors
pledged under any prepetition facility.

Rayford K. Adams III, Esq., at Spilman Thomas & Battle, PLLC, the
attorney for the Debtors, says that the Debtors have no other
adequate sources of working capital financing to meet its short-
term and projected obligations, including payment of employee
payroll, taxes, utilities, vendors and the costs of conducting the
Chapter 11 case.  If the DIP Financing is not approved, the
Debtors' operations will be severely disrupted and the Debtors'
operations as a going concern will be in jeopardy, according to
Mr. Adams.

                   About Fairmont General

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between
$10 million and $50 million in both assets and debts.

The fourth-largest employer in Marion County, West Virginia, filed
for bankruptcy as it looks to partner with another hospital or
health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.  The
Committee's local counsel can be reached at:

     Janet Smith Holbrook, Esq.
     HUDDLESTON BOLEN LLP
     611 Third Avenue
     P.O. Box 2185
     Huntington, WV 25722
     Tel: (304)-691-8330
     E-mail: jholbrook@huddlestonbolen.com


FAIRMONT GENERAL: Has Court's Final OK to Use Cash Collateral
-------------------------------------------------------------
Fairmont General Hospital Inc., et al., obtained final approval
from the Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for
the Northern District of West Virginia to use the cash collateral
of UMB Bank, N.A., as the successor Indenture Trustee for the
Debtor's 2007 bonds (Marion County) and Series 2008 bonds (West
Virginia Hospital Finance Authority).

As reported by the Troubled Company Reporter on Oct. 10, 2013, the
Debtors obtained an order from the Court authorizing interim cash
collateral use.  The Debtors, the Official Committee of Unsecured
Creditors, and UMB Bank engaged in discussions regarding the terms
and conditions of continued use of cash collateral.  To afford the
Debtors, the Committee, and UMB Bank additional time to attempt to
achieve a consensual resolution of the terms and conditions of
continued use of cash collateral, the Parties agreed to seek a
continuance of the final hearing on the Motion and authorization
for the Debtors to continue to use cash collateral in accordance
with the provisions of the first interim order, as modified,
pending a final hearing on the motion.  The final hearing on the
Cash Collateral Motion was continued to Oct. 23, 2013.

UMB Bank is entitled to adequate protection of its interests in
the prepetition collateral, including, but not limited to, the
cash collateral, for any diminution in value of its interests in
the prepetition collateral.  As security for and solely to the
extent of any diminution in the value of the Trustee's Prepetition
Collateral from and after the Petition Date, the Trustee is
granted senior priority replacement liens upon all assets and
property of the Debtors and their respective estates of any kind
or nature whatsoever, to the extent of and with the same validity
and priority of the Trustee's valid and duly perfected liens on
and security interests in the prepetition collateral.  The
Replacement Liens and Super-Priority Administrative Claim will be
junior and subordinate to these fees and expenses: (a) all accrued
but unpaid fees and expenses of the attorneys, accountants,
financial advisors, bankers and other professionals retained by
the Debtors or the Committee under section 327 or 1103(a) of the
Bankruptcy Code, allocable to the professionals under and to the
extent set forth in the budget and incurred prior to the delivery
of a termination notice; (b) professional fees and expenses in the
amount of $100,000 incurred after delivery of a termination
notice; and (c) the payment of fees to the extent related to the
Chapter 11 cases of the Debtors.

A copy of the budget is available for free at:

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

                   About Fairmont General

Fairmont General Hospital Inc. and Fairmont Physicians, Inc.,
which operate a 207-bed acute-care facility in Fairmont, West
Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D.
W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between
$10 million and $50 million in both assets and debts.

The fourth-largest employer in Marion County, West Virginia, filed
for bankruptcy as it looks to partner with another hospital or
health system.

The Debtors are represented by Rayford K. Adams, III, Esq., and
Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in
Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman
Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S.
Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown,
West Virginia.  The Debtors' financial analyst is Gleason &
Associates, P.C.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.

UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett
Trowbridge, Esq., at McDermott Will & Emery LLP.

The Committee of Unsecured Creditors is represented by Andrew
Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis &
Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C.
Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, is the
Committee's local counsel.


FLY FUNDING: S&P Retains 'BB' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services stated that its 'BBB-' rating
on Fly Funding II S.a.r.l.'s $395 million term loan remains
unchanged following the company's $105 million add-on.  The
recovery rating on the term loan is '1', indicating S&P's
expectation that lenders would receive high (90%-100%) recovery in
a payment default scenario.  Fly Funding II is a wholly owned
subsidiary of Bermuda-based aircraft operating lessor Fly Leasing
Ltd.

The rating on Fly Leasing reflects the inherent risks of cyclical
demand and lease rates for aircraft, a substantial percentage of
encumbered assets, and the company's complicated ownership
structure.  The rating also reflects Fly Leasing's position as a
mid-tier provider of aircraft operating leases, and S&P's
expectation that the company's credit metrics will improve as its
earnings and cash flow benefit from the addition of aircraft to
its fleet.  S&P views Fly Leasing's business risk profile as
"fair," its financial risk profile as "significant," and its
liquidity as "adequate" under its criteria.

The rating outlook is stable.  S&P expects Fly Leasing's credit
metrics will continue to improve from the low levels in 2011, when
the company added approximately $1.2 billion of debt primarily to
fund the acquisition of a portfolio of aircraft.  As Fly Leasing
continues to generate earnings and cash flow from acquired
aircraft, with some expected debt reduction, S&P expects funds
from operations (FFO) to debt to increase modestly from the 8%
level as of June 30, 2013.  S&P could raise the ratings if
aircraft lease rates improve significantly from current levels due
to stronger demand, increasing FFO/debt to at least 10% for a
sustained period.  S&P could lower the ratings if lease rates
deteriorate or the company adds incremental debt, decreasing
FFO/debt to around 5% or lower for a sustained period.

RATINGS LIST

Fly Leasing Ltd.
Corporate Credit Rating        BB/Stable

Ratings Unchanged

Fly Funding II S.a.r.l.
$500 mil term loan*            BBB-
  Recovery Rating               1

*Includes the $105 million add-on.


FREESEAS INC: Signs Definitive Agreement for $10-Mil. Investment
----------------------------------------------------------------
FreeSeas Inc. has entered into a definitive agreement with Crede
CG III, Ltd., a wholly-owned subsidiary of Crede Capital Group,
LLC, for an investment of $10 million through the private
placement of two series of zero-dividend convertible preferred
stock and Series A and B Warrants, subject to certain terms and
conditions.

Mr. Ion G. Varouxakis, chairman, president and CEO, commented:
"The agreement, which follows our recently announced elimination
of approximately $30 million of indebtedness, provides the Company
with the capital necessary to help further strengthen its balance
sheet and position itself to grow its fleet, generating future
income and earnings growth.  Most importantly, this agreement also
marks the beginning of a special relationship with Crede, a
leading institutional investor.  We look forward with excitement
at the period ahead of us."

At the first closing, which is expected to occur on Nov. 5, 2013,
the Investor will purchase for $1.5 million 15,000 shares of
Series B Convertible Preferred Stock, together with the Warrants.
The Series B Preferred Stock will be convertible into shares of
the Company's common stock at the lower of (i) $0.40 and (ii) the
closing bid price of the Company's common stock on the first (1st)
trading day immediately following the effective date of the
Registration Statement.

The Series A Warrants will be initially exercisable for 25,000,000
shares of the Company's common stock at an initial exercise price
of $0.52 per share and will have a 5-year term.  The Series B
Warrants will be initially exercisable for 12,500,000 shares of
the Company's common stock at an initial exercise price of $0.52
per share and will expire on the earlier to occur of (1) 90 days
after the effective date of the Registration Statement and (2) the
one year anniversary of the Initial Closing.

Two trading days after the Registration Statement is declared
effective by the Securities and Exchange Commission, and subject
to the satisfaction of other customary closing conditions, the
Company will sell to the Investor 85,000 shares of the Company's
Series C Convertible Preferred Stock for $8.5 million.  The Series
C Preferred Stock to be issued will be convertible into the
Company's common stock at the same price at which the Series B
Preferred Stock is convertible.

The Investor may exercise the Warrants by paying cash for the
shares of the Company's common stock or by exchanging the Warrants
for shares of the Company's common stock having a value equal to
the Black-Scholes value set forth therein.  In the event that the
Company's common stock trades at or above $0.65 for a period of 20
consecutive trading days, the average daily dollar volume of the
Company's common stock equals at least $1 million during that
period and various equity conditions are also satisfied during
such period, the Company may, at its election, require the
Investor to exercise the Warrants for cash.

The convertibility of the Preferred Stock and the exercisability
of the Warrants each may be limited if, upon conversion or
exercise (as the case may be), the holder thereof or any of its
affiliates would beneficially own more than 9.9 percent of the
Company's common stock.  The Preferred Stock and the Warrants
contain customary weighted-average anti-dilution protection.

Simultaneously with the Initial Closing, the Company will enter
into a Registration Rights Agreement with the Investor, pursuant
to which the Company will be required to file a registration
statement with the SEC, within 20 days of the Initial Closing, to
register for resale by the Investor the common stock underlying
the Preferred Stock and the Warrants issued and to be issued to
the Investor.  The Company will pay $22,500 per month for each
month that the Registration Statement is not declared effective 90
days after the Initial Closing, but those penalties will cease
after six months if the Investor is eligible to sell shares under
Rule 144 without restriction.

In addition, the Company will reimburse the Investor for legal
expenses incurred by it or its affiliates in connection with the
transactions contemplated by the transaction documents in an
amount equal to $75,000.  In addition, the Company will also pay
to the Investor non-refundable amounts equal to $75,000 upon
occurrence of the Initial Closing and $425,000 upon occurrence of
the second closing, in each case, as an unallocated expense
reimbursement.

The Investor has the right to participate on the same terms as
other investors, up to 25 percent of the amount of any subsequent
financing the Company enters into, for a period of (i) one year
from the second closing or (ii) if parties' obligations to
consummate the second closing are terminated pursuant to Section 8
of the Purchase Agreement, then (A) one year from the Initial
Closing if the Company is not in material breach of its
obligations under the transaction documents at the time of such
termination or (B) two years from the Initial Closing if the
Company is in material breach of its obligations under the
transaction documents at the time of such termination.  Such
prohibition will not apply to issuances pursuant to acquisitions,
joint ventures, license arrangements, leasing arrangements,
employee compensation and the like.

A copy of the Securities Purchase Agreement is available at:

                         http://is.gd/ap5V0Q

Additional information is available for free at:

                         http://is.gd/eiuFeZ

                         About FreeSeas Inc.

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

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

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

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


FURNITURE BRANDS: Auction Accelerated as Samson to Bid
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Furniture Brands International Inc. auction is
heating up and accelerating.

According to the report, there may be at least three bidders, and
the auction originally scheduled for Dec. 10 will now take place
Nov. 21.

Samson Holding Ltd., a Chinese furniture maker, notified Furniture
Brands that it intends to make a bid. Samson owns 9.5 percent of
Furniture Brands' common stock.

Court-approved sale procedures allowed for changes in auction
procedures without another hearing so long as the official
creditors' committee agreed. With the committee's consent, the
bankruptcy judge in Delaware last week authorized moving the
auction up to Nov. 21, with a hearing to approve the sale
accelerated to Nov. 22 rather than Dec. 12.

Prospective bidders are now obliged to submit their offers
initially by Nov. 20.

Originally, Oaktree Capital Management LP was designated to buy
the business for $166 million. Then, KPS Capital Partners LP made
a better offer to be the so-called stalking horse by making an
initial bid of $280 million at auction.

Furniture Brands makes home furniture under brand names Broyhill,
Lane, Thomasville, Drexel Heritage and Henredon. The Chapter 11
petition listed assets of $546.7 million and liabilities totaling
$550.1 million. There is $142 million in debt for borrowed money,
including $49.7 million on a secured term loan and $92.3 million
on a revolving credit. Trade suppliers have claims of $100 million
while there is about $200 million in unfunded pension liability.

Furniture Brands operates in the U.S. and nine other countries.
U.S. plants are in North Carolina and Mississippi.  Offshore
manufacturing comes from contractors and company-owned plants
abroad.

The designer, maker and retailer of furniture reported a $62
million net loss for the six months ended June 30. Revenue for the
period was $509.7 million. In 2012, the net loss was $47.3 million
on sales of $1.07 billion.

                       About Furniture Brands

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

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

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

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

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


GASTAR EXPLORATION: Moody's Rates $125MM Add-on Sr. Notes Caa2
--------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Gastar
Exploration USA, Inc.'s announced $125 million add-on senior note
offering. Proceeds from the notes, concurrent with a preferred
stock offering of 2.14 million shares (roughly $53.5 million) will
be used to finance its acquisition of assets in the Mid-Continent
(West Edmond Hunton Lime Unit, or WEHLU) for $187.5 million.
Gastar's other ratings are unchanged and the outlook remains
positive.

The Caa2 ratings on the proposed add-on notes reflects both their
subordination to Gastar's senior secured revolving credit
facility's potential priority claim to the company's assets and
the guarantee by essentially all material domestic subsidiaries on
a senior secured second-lien basis. Primarily, the presence of a
revolver (currently $50 million, but possible upsizing to $90-100
million range pro forma for WEHLU acquisition) results in Gastar's
secured notes being rated one notch below the Caa1 Corporate
Family Rating (CFR) under Moody's Loss Given Default Methodology.

Moody's views the transaction as neutral for Gastar's credit
profile. The WEHLU assets provide strategic and operational
potential with the additional 12.5 million proven reserves
producing about 1,900 barrels of oil equivalent per day (Boe/d) in
the Hunton Limestone play in Oklahoma. The company has grown
production gradually since the initial rating by Moody's in May
2013 and pro forma for the announced acquisitions, its average
daily production as of October 29, 2013 has grown to over 9,000
Boe/d. However, pro forma leverage on a debt to average daily
production basis will also increase to $35,000 / Boe and debt /
proved developed reserves to more than $9 / Boe.

Gastar's Caa1 CFR continues to reflect its relatively small scale
and geographic concentration, execution risk related to pending
acquisition, its limited track record in the Hunton Limestone
play, and relatively high financial leverage. The rating is
supported by Gastar's growing liquids exposure, operator status
for most of its reserves particularly in the Marcellus Shale,
track record of using joint ventures (JVs) to reduce capital
spending, and available inventory of drilling opportunities to
facilitate future growth.

The company should have adequate liquidity to cover its cash needs
through late-2014. Moody's expects the company to use cash from
operations and available liquidity (including revolver borrowings)
to fund its capital spending program. The borrowing base should
grow over time as the company adds more reserves to improve
liquidity and add financial flexibility.

The positive outlook reflects Moody's expectations that Gastar
will continue to grow its production and reserves base. An upgrade
is possible if the company can achieve, on a sustained basis,
production levels approaching 13,000 boe/d while growing its PD
reserves base, reducing the debt to average daily production ratio
below $24,000 boe/d, and maintaining adequate liquidity. A
meaningful slowdown in production growth relative to expectations,
higher than expected capital spending, and / or a material
weakness in liquidity could prompt a downgrade. Sustained leverage
above $40,000 / boe/d on a production basis and above $14 / boe on
a PD reserves basis could also lead to a negative ratings action.

Gastar's leverage metrics incorporate Moody's latest methodology
for "Debt and Equity Treatment for Hybrid Instruments of
Speculative-Grade Nonfinancial Companies", published on July 31,
2013, which results in 100% equity credit given to the company's
preferred stock compared to 50% equity credit at the time of its
initial rating.

Gastar is a publicly traded independent oil and gas exploration
and production company, which is headquartered in Houston, Texas.


GATEWAY CASINOS: DBRS Assigns Provisional B(high) Issuer Rating
---------------------------------------------------------------
DBRS has assigned an Issuer Rating of B(high) to Gateway Casinos &
Entertainment Limited and a provisional rating of B (high) to the
Company's proposed new Senior Secured 2nd-Lien Notes, both with
Stable trends.  The Senior Secured 2nd-Lien Notes have a recovery
rating of RR4.  The ratings reflect Gateway's concentration in the
Greater Vancouver Regional District (GVRD), competition for
discretionary income and the high degree of financial leverage.
The ratings are also based on the Company's strong market
positions in the fastest growing and most prosperous regions of
Canada and the symbiotic relationship with government that is
beneficial to incumbent casino operators.

Gateway is one of the largest casino operators in Canada, with 12
gaming facilities located in British Columbia and Alberta.  Based
on revenue, the Company has a leading market share in the GVRD, is
the dominant operator in the Thompson-Okanagan region and is the
third-largest player in Edmonton, a more competitive market.  In
2010, under previous ownership, Gateway entered into a series of
forbearance agreements in order to restructure its debt
obligations.  DBRS notes that Gateway's assets consistently
generated economic profit throughout this period and the
restructuring was the result of extremely aggressive leverage.  As
part of the restructuring, Catalyst Capital Group Inc. obtained a
majority equity stake in the Company with the intention of taking
it public.

Since the restructuring in 2010, Gateway's earnings profile has
weakened.  Although the Company has maintained leading market
positions, revenue has remained relatively stable despite the
purchase of three smaller community gaming centres.  The western
Canadian gaming market has grown steadily over this period,
indicating that Gateway has lost market share.  Furthermore, while
Gateway's operating margins remain high relative to peers, they
have contracted over this time period due to increased labour
costs in British Columbia, as well as aggressive marketing spend
that did not translate into growth in operating income.

Gateway's financial profile benefits from its cash generating
capacity and low maintenance capex but is constrained by high
leverage and low coverage ratios.  While cash flow from operations
has declined in line with operating income in recent years,
Gateway has generated positive free cash flow before dividends
since 2011, in the $25 million to $50 million range.  Although the
Company maintains a discretionary dividend policy that has varied,
DBRS notes that current shareholders have injected capital if and
when necessary.  Subsequent to the recapitalization, Gateway's
balance sheet debt is expected to increase by approximately $50
million to $510 million.  As a result, lease-adjusted debt-to-
EBITDAR and lease-adjusted EBITDAR coverage ratios should weaken
to 6.1 times (x) and 2.7x, respectively.

DBRS believes Gateway's earnings profile will strengthen over the
near-to-medium term as the new management team's investments and
initiatives should increase customer traffic and reverse recent
market share losses and margin erosion.  DBRS believes gaming
revenue will grow in the mid-single digits, driven by three casino
expansions where utilization is currently high and an improved
food and beverage offering to attract casual gamers.  DBRS
forecasts margins will improve slightly, resulting from the
benefits of operating leverage, the new management team's focus on
cost cutting and the additional government-serviced slot machines.
As a result, DBRS expects EBITDA to grow approximately 10% by
2015.

DBRS expects Gateway's financial profile to improve over the
medium term as the Company increases its cash generating capacity
and uses the majority of its free cash flow to fund its scheduled
debt repayments.  Cash flow from operations is expected to grow in
line with operating income, increasing by approximately 20%, to
more than $60 million in 2015. DBRS expects Gateway to invest $40
million to $50 million per year over the next three years to fund
property relocation and expansion. DBRS believes free cash flow
will be used for deleveraging, rather than returns to
shareholders, as the Company prepares for an initial public
offering within the next two years.

DBRS anticipates approximately $35 million of debt reduction
(including $21 million of scheduled amortization payments) through
2015.  This deleveraging, combined with growth in operating
income, could result in a material improvement to key credit
metrics (i.e., lease-adjusted debt-to-EBITDAR near 5.0x by 2015),
which may warrant a positive rating action.  That said, should
lease-adjusted debt-to-EBITDAR increase to more than 6.5x, either
resulting from weakening operating performance or debt-financed
returns to shareholders, ratings could be pressured.


GATEWAY CASINOS: S&P Lowers CCR to 'B+' on New Debt Financing
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Gateway Casinos & Entertainment Ltd. to
'B+' from 'BB-' following the company's proposed refinancing,
which increases debt.  The outlook is stable.

At the same time, Standard & Poor's lowered its issue-level rating
to 'BB' from 'BB+' on the company's first-lien senior secured
debt.  The '1' recovery rating on the debt is unchanged.  Standard
& Poor's also lowered its issue-level rating on Gateway's second-
lien debt to 'B+' from 'BB'.  The '3'  recovery rating on the
second-lien debt is unchanged.

Finally, Standard & Poor's assigned its 'BB' issue-level rating
and '1' recovery rating to Gateway's proposed first-lien
C$145 million term loan A and C$145 million term loan B and
assigned its 'B+' issue-level rating and '4' recovery rating to
the company's C$220 million second-lien notes. A '1' recovery
rating indicates very high (90%-100%) recovery in a default
scenario; a '4' recovery rating indicates average (30%-50%)
recovery in a default scenario

S&P revised the company's financial risk profile to "highly
leveraged," in accordance with its updated criteria for corporate
entities owned by financial sponsors and incorporating the risk of
subsequent leveraging.  Gateway's highly leveraged financial risk
profile is characterized by high debt leverage with commensurately
low interest coverage, with pro forma fully adjusted debt to
EBITDA expected to be more than 6x, with leverage likely only
declining below 6x in 2015.

"The ratings on Gateway reflect what we view as the company's fair
business risk profile, characterized by a strong share of the
concentrated gaming market in British Columbia, where steady
growth and a supportive regulatory regime have translated into
industry-leading margins for the company," said Standard & Poor's
credit analyst Donald Marleau.  "That said, Gateway's business
risk profile is constrained by its limited diversity, with cash
flows heavily concentrated in a few key assets in British
Columbia," Mr. Marleau added.

The company is majority-owned by Toronto-based Catalyst Capital
Group Inc. (not rated), with Tennenbaum Capital Partners LLC (not
rated) holding a significant minority stake, and others investors
holding the remainder.  The assets Gateway owns were previously
owned by Gateway Casinos & Entertainment Inc. (not rated), a
highly leveraged joint venture between Crown Ltd. and Macquarie
Group Ltd., which entered into forbearance agreements with lenders
in early 2010 and completed a consensual restructuring in
September 2010.  The portfolio of casinos, however, remained
profitable through the recession and the restructuring.

Gateway operates three casinos in the Vancouver region, four in
the Okanagan Valley, and two in Edmonton, Alta., as well as three
community gaming centers and a bingo license in British Columbia
(B.C.)  The company's market position is good, in S&P's opinion,
with an effective duopoly in Vancouver and a dominant position in
the Okanagan market, offset by more competitive conditions in
Edmonton.  The company's operating diversity is good relative to
that of similarly rated peers, although it relies heavily on the
three Vancouver properties that account for more than two-thirds
of casino revenue.  With the overwhelming majority of its cash
flows concentrated in B.C., the company is exposed to regulatory
changes in that province, although S&P views this as a secondary
risk because the industry's interests appear well aligned with
those of the government.  That said, S&P do not believe that the
B.C. government will approve more casino licenses in the next
several years, and the appetite for increased gaming in downtown
Vancouver appears limited, thereby cementing Gateway's position.

The stable outlook on Gateway stems from S&P's expectation that
the company's robust discretionary cash flow supports some
amortization and debt reduction in the next several years.  S&P
could lower the ratings if operating difficulties or intense
competition negatively affect profitability and potentially weaken
the company's stable cash flow, such that EBITDA interest coverage
drops below 2x because of weaker operating performance or debt-
funded shareholder returns, which S&P believes could cause a
shortfall in free cash available for mandatory amortization.  S&P
are unlikely to raise the ratings on Gateway because of its view
on the company's highly leveraged financial risk profile, as
evidenced by its heavy debt load and financial sponsor ownership.

Gateway does not release its financial statements publicly.


GETTY IMAGES: Bank Debt Trades at 11% Off
-----------------------------------------
Participations in a syndicated loan under which Getty Images Inc
is a borrower traded in the secondary market at 88.88 cents-on-
the-dollar during the week ended Friday, November 8, 2013,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.94 percentage points from the previous week, The Journal
relates.  Getty Images Inc pays 350 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Oct. 14,
2019.  The bank debt carries Moody's B2 rating and Standard &
Poor's B rating.  The loan is one of the biggest gainers and
losers among 212 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                           About Getty Images

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

                           *     *     *

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


GLOBALLOGIC HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to McLean, Va.-based, GlobalLogic Holdings
Inc.  The outlook is stable.

S&P also assigned a preliminary 'B+' issue-level rating with a
recovery rating of '2' to the company's proposed $25 million
senior secured revolving credit facility due 2018 and $160 million
term loan due 2019.  The '2' recovery rating indicates
expectations for substantial (70% to 90%) recovery of principal in
the event of default.  All ratings are preliminary, and S&P will
finalize them following the close of the transaction and receipt
of final documentation.

"Our ratings on GlobalLogic Holdings Inc. reflect its "weak"
business risk profile and "highly leveraged" financial risk
profile," said Standard & Poor's credit analyst Andrew Chang.
"Our business risk assessment is based on the company's small
scale and market share in the highly competitive global business
process outsourcing (BPO) industry, somewhat high customer and
geographic concentration, and modest profitability levels.  The
financial risk assessment incorporates pro forma leverage in the
mid-7x area (adjusted for the shareholder loan, which we treat as
debt).  Favorable industry growth prospects, a high level of
revenue visibility, and positive FOCF are partial offsets," added
Mr. Chang.

The company is a provider of outsourced product development (OPD)
and is a niche participant in the larger BPO market.  The OPD
industry is differentiated by its focus on higher value R&D
functions and is highly fragmented with many small participants
although we believe that the large traditional BPO providers are
capable of becoming more involved over the longer term as the OPD
market expands.  GlobalLogic is significantly smaller than most of
its competitors, is narrow in geographical scope, and has moderate
customer concentration with the top 10 customers accounting for
about 40% of revenues.  Profitability also lags that of large BPOs
given its small scale.

On the other hand, GlobalLogic, along with the OPD industry at
large, has grown rapidly in recent years, and S&P expects this to
continue over the intermediate term given the reduced cost of
product development for the customers and shortage of U.S.
software engineers.  GlobalLogic's good revenue growth within its
existing base and good revenue visibility also support its
business profile.


GST LLC: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------
Debtor: GST, LLC
        1331 Connecticut Avenue, NW
        Washington, DC 20036

Case No.: 13-00705

Chapter 11 Petition Date: November 8, 2013

Court: United States Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: Hon. Martin Teel, Jr.

Debtor's Counsel: Augustus T. Curtis, Esq.
                  COHEN, BALDINGER & GREENFELD, LLC
                  2600 Tower Oaks Blvd., Suite 103
                  Rockville, MD 20852
                  Tel: (301) 881-8300
                  Email: augie.curtis@cohenbaldinger.com

Total Assets: $1.26 million

Total Debts: $948,659

The petition was signed by George Thanos, president.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/dcb13-705.pdf


GUAM WATERWORKS: Moody's Hikes Revenue Bonds Rating to 'Ba1'
------------------------------------------------------------
Moody's Investors Service has upgraded to Ba1 from Ba2 the rating
on the Guam Waterworks Authority's outstanding Water and
Wastewater System Revenue Bonds and assigned a Ba1 rating to the
Authority's Water and Wastewater System Revenue Bonds, Series
2013. Proceeds of the Series 2013 bonds will be used to make
improvements to the Authority's water and wastewater systems
including improvements required by a 2011 Court Order and
identified by the USEPA in a 2012 Findings of Significant
Deficiencies and a 2013 Request for Information. Following the
issuance of the Series 2013 bonds, the Authority will have $381
million of System Revenue Bonds outstanding. The outlook for the
ratings is positive.

Issue: Water and Wastewater System Revenue Bonds, Series 2013
Rating: Ba1
Sale Amount: $173,985,000
Expected Sale Date: 11-18-2013
Rating Description: Revenue: Government Enterprise

Summary Rating Rationale:

The System Revenue bonds are secured by revenues of the
Authority's water and wastewater systems. The upgrade to Ba1
reflects significantly improved financial performance and coverage
due to steady rate increases, replacement of faulty meters, and
cost savings from improved leak control; progress in addressing
outstanding regulatory issues; and a track record of obtaining
approval for and enacting needed rate increases. The below
investment grade rating reflects the small and concentrated
economy, the vulnerability of system finances to volatile energy
costs, above average debt levels, and uncertainty regarding the
timing and cost of future regulatory requirements.

Strengths:

-- Significantly improved financial performance and coverage.

-- Progress in addressing outstanding regulatory issues.

-- Track record of obtaining approval for and enacting needed
    rate increases; approval by PUC of five-year rate plan.

-- Essentiality of the water and wastewater systems.

Challenges:

-- Above-average debt levels, significant future borrowing plans,
    and uncertainty regarding timing and cost of future regulatory
    requirements.

-- Small economy concentrated in tourism and military;
    vulnerability of tourism to global macro events.

-- Wealth levels below US averages; unemployment above US level.

-- Natural disaster risk.

-- System vulnerability to volatile energy costs.

Outlook:

The outlook on the System Revenue Bonds is positive, reflecting
the approval of the Authority's 5-year rate increase plan and
projections of continued strong coverage levels.

What Could Make The Rating Go Up:

-- Financial results that equal or exceed current projections.

-- Significant growth and diversification of the Guam economy.

What Could Make The Rating Go Down:

-- Financial results that fall short of current projections.

-- New regulatory requirements that increase system capital needs
    and debt levels.


HERTZ CORP: Moody's B1 CFR Unaffected by Simply Wheelz Bankruptcy
-----------------------------------------------------------------
Moody's Investors Service said that Hertz's announcement of an
approximately $50 to $70 million exposure relating to the
bankruptcy filing of Simply Wheelz LLC (the owner of Hertz'
divested Advantage operations) and the authorization by Hertz's
board of a $300 million share repurchase program are credit
negatives. However, the company's B1 Corporate Family Rating (CFR)
and the ratings of its debt obligations are unaffected, and the
rating outlook remains stable.


HUSKY INTERNATIONAL: Moody's Rates New $160MM Sr. Sec. Loan 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service affirmed Husky International Ltd.'s B2
corporate family rating (CFR), B2-PD probability of default
rating, Ba3 senior secured credit rating, and Caa1 senior
unsecured notes rating, and assigned a Ba3 rating to the proposed
$160 million increase in the company's existing $831 million
senior secured term loan maturing in 2018. The ratings outlook
remains negative.

Net proceeds from Husky's incremental $160 million term loan
together with balance sheet cash will be used to finance the
acquisition of Sch”ttli Group, a maker of medical and closure
molds.

"Husky's B2 CFR was affirmed because the proposed acquisition will
provide earnings diversity into the medical devices market while
enhancing the company's positioning in the beverage closures
market," says Peter Adu, Moody's lead analyst for Husky. "The
outlook remains negative until the company demonstrates that the
declining order trend in China has stabilized," Adu added.

Ratings Assigned:

$160M Sen. Sec. Term Loan B due 2018, Ba3, LGD3, 30%

Ratings Affirmed:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$110M Revolving Credit Facility due 2018, Ba3, LGD3, 30% (from
LGD2, 28%)

$831M Sen. Sec. Term Loan B due 2018, Ba3, LGD3, 30% (from LGD2,
28%)

$570M Sen. Unsecured Notes due 2019, Caa1, LGD5, 84% (from LGD5,
83%)

Outlook Action:

Remains Negative

Ratings Rationale:

Husky's B2 CFR primarily reflects its high leverage (pro-forma
adjusted Debt/EBITDA of 6.6x) and narrow product profile with
technology risk exposure. The rating also reflects the company's
strong global market position in the polyethylene terephthalate
("PET") pre-form market for beverage packaging, large installed
base which drives material replacement revenue, good geographic
and customer diversity, solid EBITA margins and good liquidity.
The rating considers Husky's earnings diversity into medical
devices and its increased scale in beverage closures after it
closes the Sch”ttli acquisition. Demand for the company's PET
equipment is cyclical, and is influenced by capital spending
decisions of its customers, which include the world's largest
beverage brands. However, this cyclicality is tempered by Husky's
relatively stable parts and aftermarket service revenue, ongoing
trend towards PET as a packaging substrate and significant
exposure to developing markets, where the majority of industry
growth is occurring. Despite its exposure to technology risks from
Asian competition, Moody's expects the strength of Husky's market
position to prevail into the medium term given its continuing
technological leadership. While Moody's does not anticipate debt
repayment in the next 12 to 18 months, modest EBITDA growth should
enable Husky's leverage to fall below 6x in this timeframe.

Husky's liquidity is good, supported by cash balances of about $77
million at Q2/13 and Moody's expectation for annual free cash flow
in excess of $50 million. Due to prepayments in Q1/13, Husky does
not have scheduled term loan repayments through 2018. As well,
Husky has access to a $110 million revolving credit facility
(committed until June 2018) which is not expected to be drawn
through the next 4 to 6 quarters, although about $10 million is
used for letters of credit. The facility has no applicable
financial covenant unless revolver drawings exceed $25 million, at
which point a total leverage covenant comes into effect. Moody's
expects the total leverage covenant level to have cushion in
excess of 25% if applicable.

The outlook remains negative primarily because of the weak results
Husky recorded in the first half of 2013. Moody's could return the
outlook to stable if Husky demonstrates stabilization of order
trends in China and reduces leverage below 6x in the next 12 to 18
months.

Upward rating action could be considered should Husky improve its
adjusted Debt/ EBITDA below 5.5x and EBITA/ Interest above 2x on a
sustainable basis. Downward rating pressure could arise if Husky's
adjusted Debt/ EBITDA is sustained above 6.5x or EBITA/ Interest
coverage is likely to trend below 1.25x.

Husky International Ltd. is a leading global manufacturer of PET
injection molding equipment and related components and services
for the beverage industry. Revenue for the last twelve months
ended June 30, 2013 was $1.2 billion. The company is headquartered
in Bolton, Ontario, Canada.


INFINIA CORP: Has OK to Hire Parsons Kinghorn as Bankr. Counsel
---------------------------------------------------------------
Infinia Corporation obtained permission from the U.S. Bankruptcy
Court for the District of Utah to employ Parsons Kinghorn Harris,
P.C., as its general bankruptcy counsel.

As reported by the Troubled Company Reporter on Oct. 4, 2013,
Parsons Kinghorn will be paid these hourly rates:

    Shareholders:       $195-$400
    Associates:         $150-$185
    Paralegals:           $75-125

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

                        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.  The
Debtors estimated assets and debts of at least $10 million.


INTERNATIONAL CABLE: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: International Cable Corporation
        33 Wales Avenue
        Avon, MA 02322

Case No.: 13-16552

Chapter 11 Petition Date: November 8, 2013

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

Judge: Hon. Joan N. Feeney

Debtor's Counsel: Neil D. Warrenbrand, Esq.
                  LAW OFFICES OF NEIL WARRENBRAND
                  One McKinley Square
                  Boston, MA 02109
                  Tel: (617) 720-2286
                  Email: neil@warrenbrandlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jay Pabian, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab13-16552.pdf


INSTITUTO MEDICO: Seeks to Pay Employee Wages & Benefits
--------------------------------------------------------
Instituto Medico del Norte, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Puerto Rico to pay certain
wages, compensation, employee benefits, and related costs, to
approximately 310 employees.

As of the Petition Date, the Debtor has accrued approximately
$260,000 in unpaid payroll obligations for regular periodic
payroll for regular employees and approximately $325,000 owed to
independent contractors.  The Debtor also has accrued payroll
taxes of approximately $41,000 as of the Petition Date.

The Debtor also proposes to pay the following employee benefits:

   Vacation Pay                         $288,000
   Medical Insurance                     $53,000
   Unpaid Worker's Compensation          $80,000

According to Rafael A Gonzalez Valiente, Esq., at Latimer Biaggi
Rachid & Godreau, in San Juan, Puerto Rico, tells the Court that
the Debtor's Employees and Independent Contractors are essential
to preserving the going-concern of the Debtor's business pending
consummation of a reorganization.  It is therefore critical that
the Debtor continue the ordinary course personnel policies,
programs, and procedures that were in effect prior to the Petition
Date, Mr. Valiente adds.

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961).  The case is assigned to Judge Mildred Caban Flores.

The Debtor is represented by Fausto David Godreau Zayas, Esq. --
dgodreau@LBRGlaw.com -- and Rafael A Gonzalez Valiente, Esq. --
rgonzalez@lbrglaw.com -- at LATIMER BIAGGI RACHID & GODREAU, in
San Juan, Puerto Rico.


J. CREW: Moody's Hikes Rating on $1.17BB Secured Term Loan to Ba3
-----------------------------------------------------------------
Moody's Investor Service upgraded J.Crew Group's senior secured
term loan to Ba3 from B1 and senior notes to B3 from Caa1. At the
same time, Moody's moved the Corporate Family, Probability of
Default and Speculative Grade Liquidity ratings from J.Crew Group
to Chinos Intermediate Holdings A, Inc.

The upgrade of J.Crew Group's debt instrument ratings reflects the
incremental loss absorption in the company's capital structure
following the closing of the $500 million of Senior PIK Toggle
Notes by Chinos.

J.Crew Group, Inc.

The following ratings were upgraded:

  $1,173 million senior secured term loan due March 2018 to Ba3
  (LGD3, 31%) from B1 (LGD3, 41%)

  $400 million senior notes due March 2019 to B3 (LGD5, 73%) from
  Caa1 (LGD5, 87%)

The following ratings were withdrawn:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  Speculative Grade Liquidity at SGL-1

Chinos Intermediate Holdings A, Inc.

The following ratings were assigned:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  Speculative Grade Liquidity rating at SGL-1

The following rating was affirmed:

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

The rating outlook is negative.

Ratings Rationale:

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

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

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

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

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


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

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

                          *     *     *

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


KAHN FAMILY: Asks Court to Extend Plan Filing Period Until Dec. 21
------------------------------------------------------------------
Kahn Family, LLC, asks the U.S. Bankruptcy Court for the District
of South Carolina to extend until Dec. 20, 2013, the time for the
Debtor to file its plan of reorganization and disclosure
statement.

The Debtor must file a plan and disclosure statement within 180
days, no later than Oct. 21, 2013.  Due to the complexity of the
case, the Debtor requests for additional 60 days to file a plan
and disclosure statement.

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel.  David G.
Wolff, Esq., at Barnes, Alford, Stork & Johnson, LLP, is the
Debtor's special counsel.  Bill Quattlebaum, CPA of Elliott Davis,
LLC, serves as its accountant.


LAZARD GROUP: Moody's Rates $500MM Sr. Unsecured Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 rating to Lazard
Group LLC's offering of $500 million of senior unsecured notes due
2020. The proceeds of the offering, together with cash on hand,
will be used to repay Lazard's $528.5 million 7.125% 2015 senior
unsecured notes.

Ratings Rationale:

Moody's maintains a Ba2 corporate family rating for Lazard,
together with a Ba2 senior unsecured debt rating. The rating
outlook is stable.

The refinancing transaction is designed to provide a more
favorable interest rate and extended duration, and will lead to
improvements in Lazard's financial leverage and coverage metrics.
The 2020 notes will rank pari passu with the company's existing
$548 million 6.85% 2017 senior unsecured notes (which are also
rated Ba2).

The 2020 notes are being issued pursuant to a shelf registration
statement filed with the SEC.

Lazard Group LLC is an intermediate holding company of publicly
traded Lazard Limited, an investment bank that focuses on
financial advisory services including merger and acquisitions and
restructuring, and asset management. It has a global footprint
around the world including the United States, Europe, and Asia
with approximately $2 billion in annual revenues and over 2,400
employees.


LEHMAN BROTHERS: Sues Credit Suisse Over $1-Bil. in Bankr. Claims
-----------------------------------------------------------------
Law360 reported that Lehman Brothers Holdings Inc. hit Credit
Suisse and affiliates with an adversary complaint in New York
bankruptcy court on Nov. 6, saying it inflated its derivatives and
guarantee claims by more than $1 billion in violation of the
Bankruptcy Code and applicable agreements.

According to the report, the complaint, filed by the defunct
financial services firm with the U.S. Bankruptcy Court for the
Southern District of New York, seeks to reduce, disallow or
expunge the creditor's claims because they've been unlawfully
increased.

                        About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHR CONSULTANTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lehr Consultants International LLC
        134 West 29th Street, 11th Floor
        New York, NY 10001

Case No.: 13-13651

Chapter 11 Petition Date: November 7, 2013

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

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

                      - and -

                  Maeghan J. McLoughlin, Esq.
                  KLESTADT & WINTERS LLP
                  570 Seventh Ave, 17th Floor
                  New York, NY 10018
                  Tel: 212-972-3000
                  Email: mmcloughlin@klestadt.com

Total Assets: $6.4 million

Total Liabilities: $1.6 million

The petition was signed by Valentine A. Lehr, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb13-13651.pdf


MCCLATCHY CO: Director Nominated as Education Undersecretary
------------------------------------------------------------
Ted Mitchell, a member of the board of directors of The McClatchy
Company, has been nominated by President Barack Obama to become
Under Secretary of Education.  This nomination requires
confirmation by the U.S. Senate.  Mr. Mitchell has notified the
Company of his decision to resign from the Board if and when the
Senate confirms his appointment.

                     About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $2.84 billion in total assets,
$2.81 billion in total liabilities,  and $32.83 million in
stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


METRO AFFILIATES: To Sell Assets, Proposes Dec. 13 Auction
----------------------------------------------------------
Metro Affiliates, et al., seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to sell all or
substantially all of their assets and related transactions to the
bidder who submits the highest or otherwise best offer at the
conclusion of an auction to be held on Dec. 13, 2013, at 10:00
a.m. (prevailing Eastern Time).

The deadline for a potential bidder to submit bids will be Dec. 6,
at 5:00 p.m. (prevailing Eastern Time).  The Debtors ask the Court
to schedule a hearing to consider approval of the sale on Dec. 16.

Wells Fargo Bank, National Association, and The Bank of New York
Mellon are permitted to credit bid pursuant to Section 363(k) of
the Bankruptcy Code for all or a portion of the Assets; provided,
however, that the credit bidding party must include cash for all
Assets other than those Assets upon which it holds a lien and must
include cash in an amount sufficient to satisfy in full the
amounts owed to all senior lienholders on Assets other than those
Assets upon which it holds a first lien.

At any time at least three days prior to the Auction, the Debtors,
after consultation with the DIP Lender, BNYM and the Official
Committee of Unsecured Creditors, may enter into a purchase
agreement, subject to higher and better offers at the Auction.
The Stalking Horse Agreement may contain certain customary terms
and conditions, including expense reimbursement and a break-up fee
in an amount to be determined by the Debtors, after consultation
with the DIP Lender, BNYM and the Creditors? Committee, but in no
event will the break-up fee exceed 2.5% of the purchase price set
forth in the Stalking Horse Agreement.

Neil Augustine -- neil.augustine@rothschild.com -- Anthony Caluori
-- anthony.caluori@rothschild.com -- and Jay Johnson --
jay.johnson@rothschild.com -- at Rothschild Inc., in New York,
serves as the Debtors' financial advisors.

Lisa G. Beckerman, Esq. -- lbeckerman@akingump.com -- Stephen
Kuhn, Esq. -- skuhn@akingump.com -- and Renuka Drummond, Esq. --
rdrummond@akingump.com -- at Akin Gump Strauss Hauer & Feld LLP,
in New York, represent the Debtors.

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 13-13591) on Nov. 4, 2013.

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Rothschild Inc. serves
as the Debtors' investment banker, while Kurzman Carson
Consultants LLC serves as their claims and noticing agent.


METRO AFFILIATES: Seeks Extension of Schedules Filing Deadline
--------------------------------------------------------------
Metro Affiliates, Inc., et al., ask the U.S. Bankruptcy Court for
the Southern District of New York to extend until Dec. 18, 2013,
the time within which they have to file their schedules of assets
and liabilities and statements of financial affairs.

According to Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York, preparing and finalizing the Schedules and
Statements as soon as possible would unnecessarily distract key
management and professionals from their efforts to stabilize the
Debtors' business operations in the wake of the Chapter 11 filing
and their nascent reorganization efforts, including the
preservation of creditor and employee relationships.  Ms.
Beckerman says creditors and other parties-in-interest will not be
prejudiced by the proposed extension of the filing deadline
because, even under the extended deadline, the Schedules and
Statements would be filed in advance of any claims bar date.

Rachel Ehrlich Albanese, Esq., at AKIN GUMP STRAUSS HAUER & FELD
LLP, in New York; and Scott L. Alberino, Esq., at AKIN GUMP
STRAUSS HAUER & FELD LLP, in Washington, D.C., also represent the
Debtors.

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Rothschild Inc. serves
as the Debtors' investment banker, while Kurzman Carson
Consultants LLC serves as their claims and noticing agent.


METRO AFFILIATES: Taps Kurtzman Carson as Claims & Admin. Agent
---------------------------------------------------------------
Metro Affiliates, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Kurtzman Carson Consultants, LLC, as claims and noticing agent,
and as administrative agent.

KCC's consulting services and rates are as follows:

   Clerical                                 $40 to $60
   Project Specialist                       $80 to $140
   Technology/Programming Consultant       $100 to $200
   Consultant                              $125 to $200
   Senior Consultant                       $225 to $275
   Senior Managing Consultant                      $295

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

Evan Gershbein, senior vice president of corporate restructuring
services of Kurtzman Carson Consultants LLC, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.  KCC
received $25,000 from the Debtors before the Petition Date as
security for the Debtors? payment of obligations under the KCC
engagement agreement.

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).

Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L.
Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Washington, D.C., represent the Debtors.  Rothschild Inc. serves
as the Debtors' investment banker, while Kurzman Carson
Consultants LLC serves as their claims and noticing agent.


MF GLOBAL: Hughes Hubbard Represents Trustee in Property Motion
---------------------------------------------------------------
Hughes Hubbard & Reed LLP's bankruptcy group represented the
MF Global Inc. Trustee, James W. Giddens, Chair of Hughes
Hubbard's Corporate Reorganization & Bankruptcy Group, before the
Honorable Martin Glenn in the United States Bankruptcy Court for
the Southern District of New York.  The Trustee addressed the
court directly, and lead CRG partner James B. Kobak, Jr., argued
the motion urging the court to approve the allocation of customer
property, including a 100% distribution to former commodity
futures customers of MF Global Inc

The Hughes Hubbard team representing Giddens includes lead lawyer
James B. Kobak, Jr., principally assisted by CRG associate Dustin
P. Smith.  Additional members of the team include CRG partners
Christopher K. Kiplok, Jeffrey R. Coleman, Sarah Loomis Cave, and
associates Josiah S. Trager, Anson B. Frelinghuysen, and Erin
Diers.

                      About Hughes Hubbard's
         Corporate Reorganization & Bankruptcy Practice

Hughes Hubbard's Corporate Reorganization and Bankruptcy Group
represents clients in judicial and out-of-court restructurings,
insolvency matters and related financial litigation in
jurisdictions around the world.  The group is among the largest
active corporate reorganization and bankruptcy practices of The
American Lawyer's top 100 firms.  Its more than 40 attorneys are
located across five offices, including Paris, which serves as the
hub of the group's European practice, and Miami, which serves as
the hub of its Latin American practice.

                       About Hughes Hubbard

Hughes Hubbard & Reed LLP is an international law firm ranked for
the ninth year, including five years in a row as the top-ranked
New York-based firm, on The American Lawyer's A-List of what the
magazine calls "the top firms among the nation's legal elite."
The firm was founded in 1888 by the renowned jurist and statesman
Charles Evans Hughes.

                         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.


MICRON TECHNOLOGY: S&P Assigns 'BB-' Sr. Unsecured Notes Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to Micron Technology Inc.'s senior
unsecured convertible notes due 2043 (cash put right on Nov. 15,
2028).  The '3' recovery rating indicates S&P's expectation of
meaningful (50%-70%) recovery for noteholders in the event of a
payment default.

The 2043 bonds are in exchange of approximately $80 million face
value of Micron's 2027 notes, $155 million face value of Micron's
2031A notes and $205 million face value of Micron's 2031B notes.
S&P rates the new notes the same as the corporate credit rating on
the company.

The 'BB' corporate credit rating and stable outlook reflect the
company's business focus in highly volatile semiconductor memory
markets and the substantial investment required to maintain
technology and cost leadership, what S&P characterizes as a "weak"
business risk profile, and a "significant" financial risk profile.
S&P expects that leverage will remain under 2x over the coming
year as the volatile memory sector enjoys favorable market
conditions, but could spike well above 2x due to market supply and
demand volatility.  The company's DRAM industry consolidation
participation, including its July 31, 2013 acquisition of Elpida
and incremental DRAM supply from Inotera Memories Inc., has
brought its DRAM revenue market share to about a 28%, third to
Samsung with an approximate 33% share and Hynix with an
approximate 29% share according to IHS iSuppli.

RATINGS LIST

Micron Technology Inc.
Corporate Credit Rating           BB-/Stable/--

New Rating

Micron Technology Inc.
Senior unsecured convertible
notes due 2043                    BB-
  Recovery Rating                  3


MORGANS HOTEL: Obtains $8 Per Share Buyout Bid From Yucaipa
-----------------------------------------------------------
Morgans Hotel Group Co. confirmed that it has received a letter
from The Yucaipa Companies, LLC, containing an unsolicited and
conditional proposal to acquire Morgans Hotel Group for $8.00 per
share.

The Company's Board of Directors will carefully review the
proposal with its financial and legal advisors and will determine
the appropriate response in due course.  The Company advises its
shareholders not to take any action at this time in response to
Yucaipa's proposal, and instead to wait for the response of the
Company's Board of Directors.

                    About Morgans Hotel Group

Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector.  Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London.  Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets.  Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico.  Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.

The Company incurred a net loss attributable to common
stockholders of $66.81 million in 2012, a net loss attributable to
common stockholders of $95.34 million in 2011, and a net loss
attributable to common stockholders of $89.96 million in 2010.
Morgans Hotel's balance sheet at June 30, 2013, showed $580.67
million in total assets, $744.32 million in total liabilities,
$6.04 million in redeemable noncontrolling interest and a
$169.70 million total stockholders' deficit.


MT. LAUREL LODGING: Seeks to Use Cash Collateral to Operate
-----------------------------------------------------------
Mt. Laurel Lodging Associates, LLP, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Indiana,
Indianapolis Division, to use cash collateral of The National
Republic Bank of Chicago, which generally consists of revenues
generated at the Hilton Garden Inn hotel located at 4000 Atrium
Way, Mt. Laurel, in New Jersey.

According to Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana, it is critical for the
Debtor to use the cash collateral to sustain sufficient working
capital to finance its ongoing postpetition business operations
until it confirms a plan of reorganization.  Absent the use of
cash collateral, the Debtor may be forced to close the Hotel, in
which case its assets and its bankruptcy estate will be
irreparably harmed to the detriment of not only the Debtor, but
also all of its creditors, and would result in significant job
losses, Mr. O'Neill says.

The Debtor proposes that its right to use the cash collateral will
expire on the earliest to occur of: (a) Nov. 29, 2013; (b) the
entry by the Court of an order reversing, amending, supplementing,
staying, vacating or otherwise modifying the terms of an Interim
Cash Collateral Order; (c) the conversion of its bankruptcy case
to a case under Chapter 7 of the Bankruptcy Code; (d) the
appointment of a trustee or examiner or other representative with
expanded powers for Debtor; or (e) the occurrence of the effective
date or consummation of a plan of reorganization.  On and after
the Termination Event, the Debtor will immediately cease using any
of the cash collateral; provided however, that the Debtor reserves
the right to seek Court authorization to continue to use the cash
collateral.

As adequate protection for NRB's interest in the Cash Collateral,
the Debtor proposes to use the Cash Collateral to pay the Hotel's
operating expenses, including the Hotel's employees, postpetition
vendors, insurance, taxes and other ordinary course expenses,
allowing the Debtor to exceed any individual line item as long as
the total does not exceed 110% of the Budget; provided, however,
that if the Hotel's total cash receipts exceed the total cash
receipts identified in the Budget by more than 10% for any given
month contained within the Budget, Debtor is allowed to exceed the
expenses set forth in the Budget by the additional percentage by
which actual cash receipts exceed budgeted cash receipts for that
month.

The bank is opposing the use of cash representing collateral for
the mortgages, according to Bloomberg News.

                        About Mt. Laurel

Mt. Laurel Lodging Associates, LLP, owner of the Hilton Garden Inn
hotel in Mount Laurel, New Jersey, and six other hotels owned by
Bharat N. Patel sought protection under Chapter 11 of the
Bankruptcy Code on Nov. 4, 2013 (Bankr. S.D. Ind. Lead Case No.
Case No. 13-bk-11697).  The case is assigned to Judge Robyn L.
Moberly.

The petition lists the assets and debt as both exceeding $10
million on the Mount Laurel property.  The New Jersey hotel opened
in October 2011. It has 140 rooms and is 16 miles (26 kilometers)
from Center City, Philadelphia.

Mr. Patel owns three dozen hotels in the U.S.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the companies sought bankruptcy protection to stop
lender National Republic Bank from installing receivers in
foreclosure proceedings.

According to Bloomberg, the Chicago-based bank has a disputed
mortgage in the amount of $21.3 million on the Mount Laurel
property, according to a filing in bankruptcy court. Taking all
seven hotels together, the bank is owed $121 million, National
Republic said in a court filing.

The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana.



MUD KING: Court Extends Plan Filing Period Until Dec. 31
--------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas has extended, at the behest of Mud King
Products, Inc., the exclusive period in which the Debtor may file
a plan until Dec. 31, 2013, and through March 1, 2014, to confirm
the plan.

Melissa A. Haselden, Esq., at Hoover Slovacer LLP, the attorney
for the Debtor, said the Debtor is unable to file and confirm a
plan until the Court determines the amount of allowed claim, if
any, held by National Oilwell Varco in this case.

On Sept. 21, 2012, NOV initiated litigation in Harris County
District Court against the Debtor and various other defendants for
misappropriation of trade secret and related actions.  On Oct. 19,
2012, this litigation was subsequently removed to the Federal
District court in Houston, where it remains pending.  On May 31,
2013, the Debtor filed its motion to estimate claim of NOV to
determine if any liability is owed to NOV with respect to the NOV
Litigation.  The Court recently conducted a seven-day trial on
Debtor's motion to estimate the claim of NOV and objection to that
claim.  Closing arguments concluded on Oct. 16, 2013, and the
Court has requested briefing from the parties.

The deadline for responsive briefing is Nov. 3, 2013, which is
after the Nov. 1, 2013 exclusivity period deadline.  Once briefing
is completed, the Court will need sufficient time to render its
decision in this matter.  Once an order is entered, the Debtor
will then need time to prepare and finalize a plan of
reorganization which provides for treatment of its creditors,
including of any allowed claim of NOV.

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort. Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


MUD KING: Court Extends Deadline to Decide on CJC Lease
-------------------------------------------------------
The Hon. Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas has approved the agreed stipulation
between Mud King Products, Inc., and CJC Investments General
Partners, LLC, extending the deadline for the Debtor to assume or
reject the Debtor's lease with CJC through the effective date of a
confirmed Chapter 11 plan.

In August 2011, the Debtor entered into a 120-month lease
agreement with CJC for the lease of a 50,000 sq. ft operating
facility located at 15211 Woodham Drive, Houston, Texas.  The
Leased Premises is where the Debtor operates its business.  The
monthly base rental payments are $17,000 for months 1-24 of the
lease, $18,000 for months 25-48, $18,900 for months 49-60, $19,845
for months 61-84, and $21,829,50 for months 85 through the
remainder of the CLC Lease.  In addition, the Debtor is required
to pay CAM and other associated charges under the CJC Lease.  The
Debtor is current in its post petition obligations under the CJC
Lease, Melissa A. Haselden, Esq., at Hoover Slovacer LLP, the
attorney for the Debtor, said.

The deadline for the Debtor to assume or reject the CJC Lease was
Nov. 1, 2013, which was also the previous deadline for the Debtor
to file its plan.  However, the Court has granted an extension of
the exclusivity period to file a plan.  The Debtor, according to
Ms. Haselden, is not prepared to assume or reject the CJC Lease
until its plan has been confirmed.

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort. Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


NEXSTAR BROADCASTING: Grant Co. Deal No Impact on Moody's B2 CFR
----------------------------------------------------------------
Moody's says that the announced plan of Nexstar Broadcasting
Group, Inc. to acquire the stock of Grant Company, Inc., which
owns seven television stations in four markets, for $87.5 million
will not impact the B2 corporate family rating or positive outlook
of Nexstar Broadcasting, Inc.  Moody's does not believe the
acquisition will meaningfully impact credit metrics, and it will
enhance scale and geographic diversification.

Moody's expects the company to fund the transaction with a
combination of internally generated cash and increased debt. Based
on the approximately 5 times purchase price multiple, Moody's does
not believe it will significantly alter the company's leverage,
estimated at 5.2 times debt-to-EBITDA on a two year average basis
through September 30 and pro forma for all announced transactions.

The acquisition expands the company's scale and improves
geographic diversification, with the addition of seven television
stations in four markets, all of which are new markets.
Furthermore, cost and revenue synergies will contribute to EBITDA
growth, in Moody's opinion. Finally, Grant operates duopolies in
three of its markets, and the combination with Nexstar will create
a duopoly in Quad Cities, Iowa, in line with Nexstar's focus on
duopolies and the related operating efficiencies.

Moody's will evaluate the impact of any new financing on ratings
for existing debt as details of the likely long term financing
structure become more clear.

Based in Irving, Texas, Nexstar owns, operates, programs or
provides sales and other services to 75 television stations and 19
related digital multicast signals reaching 44 markets or
approximately 14.6% of all U.S. television households, and its
last twelve months revenue through September 30 was $480 million.
Pro-forma for the completion of all announced transactions and
reflecting the dissolution of JOA in Rochester NY at year end,
Nexstar's portfolio will increase to 102 television stations in 54
markets reaching approximately 15.5% of all U.S. television
households with estimated two year average revenue of about $600
million.


NGL ENERGY: S&P Affirms 'BB-' Corp. Credit Rating, Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on NGL Energy Partners LP (NGL) and maintained the
stable outlook.  At the same time, S&P revised the senior
unsecured recovery rating to '4' from '3', indicating its
expectations for average (30% to 50%) recovery in the event a
payment default occurs.  The rating on the senior unsecured notes
is unchanged at 'BB-'.

"We revised our recovery ratings to reflect the additional draw on
the company's credit facilities to fund the acquisition of the
Gavilon assets," said Standard & Poor's credit analyst Mike
Llanos.  "We believe the proposed transaction benefits NGL's
consolidated credit profile because it increases the partnership's
scale and geographic and cash flow diversity.  At the same time,
we believe that the assets will marginally improve NGL's contract
tenor in the crude logistics business."

Standard & Poor's ratings on NGL reflects a high percentage of
fee-based cash flow, a lack of long-term contracts, and the
partnership's limited track record operating a collection of
separate and distinct businesses in highly competitive markets.
The ratings also reflect moderate financial leverage, an
aggressive growth strategy, and the credit constraints inherent to
the master limited partnership structure.

The stable outlook reflects S&P's expectation that NGL will
successfully integrate its recent acquisitions, maintain adequate
liquidity, and keep an adjusted debt-to-EBITDA ratio in the low-
to mid-3x range.


NORTH AMERICAN LIFTING: Moody's Gives B2 CFR, Rates $475MM Debt B1
------------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to North American Lifting
Holdings, Inc.(dba TNT Crane & Rigging, Inc. -- subsidiary of the
holding company). Moody's also assigned B1 ratings to the
company's proposed $475 million first lien credit facilities
(including $75 million revolving credit facility) and a Caa1
rating to the proposed $170 million second lien term loan. The
ratings outlook is stable. This is the first time Moody's assigns
ratings to North American Lifting Holdings, Inc.

The proceeds from the $400 million first lien term loan due 2020
and $170 million second lien term loan due 2021 along with $204
million common equity contribution, will be used for the
acquisition of TNT Crane & Rigging from Odyssey Investment
Partners by First Reserve. The acquisition multiple is around 8.3
times EBITDA.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):

Corporate Family Rating, assigned B2;

Probability of Default Rating, assigned B2-PD;

$75 million first lien revolving credit facility, due 2018,
assigned B1 (LGD3, 36%);

$400 million first lien term loan, due 2020, assigned B1 (LGD3,
36%);

$170 million second lien term loan, due 2021, assigned Caa1 (LGD5,
89%);

The ratings outlook is stable.

Ratings Rationale:

The B2 Corporate Family Rating reflects TNT Crane & Rigging's weak
projected credit metrics including high debt leverage of 6.1x at
the close of the transaction, low interest coverage (EBIT/interest
expense) of 1.1x and limited free cash flow generation with free
cash flow to debt of around 5% over the next 12-18 months. Because
of the credit metrics, the company is weakly positioned in the B2
rating category. Additionally, the B2 Corporate Family Rating
considers the company's small revenue base of around $280 million
for 2013 and limited geographic reach as it operates only in few
states (largely along the Gulf Coast area) and has no exposure to
international markets. The acquisitive nature of the company is
also a concern as free cash flow could be used toward acquisitions
rather than debt repayment thus limiting the ability to obtain
debt/EBITDA ratio that is more in line with the B2 Corporate
Family Rating.

At the same time, the B2 Corporate Family Rating benefits from TNT
Crane & Rigging's recurring revenue stream as well as revenue
visibility. About 70% of the company's revenue is recurring in
nature because most of the company's projects are related to
turnaround work. Additionally, the rating considers the company's
long-term customer base and moderate customer concentration with
top ten customers representing about 25% of revenues with no
customer representing more than 4% of revenues. Moreover, the
tailwinds in the company's energy end markets should help grow
revenue base and improve credit metrics over the next 12-18
months. The company's end markets are diversified and as a percent
of revenues exploration and production (E&P) represents 24%,
Refining 20%, Power 12% and Petrochemical 11%, all other markets
are less than 10%. Moody's also recognizes TNT Crane and Rigging's
good liquidity profile supported by its $75 million revolving
credit facility (expected to be fully available during 2014) and
covenant-lite structure of the credit facilities. Further, the
company has a relatively young fleet with an average age of 7
years. Because the company made significant capital investments in
2013 resulting in negative free cash flow, Moody's anticipates
that in 2014 growth CAPEX will moderate leading to a positive free
cash flow generation.

The stable outlook reflects Moody's expectation that the company's
credit metrics will improve in 2014 aided by positive industry
conditions.

The ratings could be downgraded if the company is not able to
delever below 6 times over the next year, if free cash flow
generation continues to be negative, and interest coverage
(EBIT/interest expense) falls below 1x on a sustained basis.
Moreover, if the company decides to engage in shareholder friendly
policies or major acquisitions that weaken credit metrics, the
ratings could be downgraded.

While unlikely in the near term, the ratings could be upgraded if
the company increases its revenue size, deleverages below 4.5
times and generates consistent positive free cash flow/debt of
above 8%.

TNT Crane and Rigging, Inc. is a pure-play operated & maintained
lifting services provider in North America focused on the energy
infrastructure, upstream and industrial end markets with 21
branches spanning the Gulf Coast and Southeastern United States.
Revenues for 2013 are expected to be around $280 million.


NORTH AMERICAN LIFTING: S&P Assigns 'B' Corp. Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to North American Lifting Holdings Inc., the parent
company of TNT Crane & Rigging Inc. (not rated).  The outlook is
stable.  At the same time, S&P assigned its 'B' issue rating to
the company's proposed $475 million senior secured first-lien
credit facility.  The recovery rating is '3', indicating S&P's
expectation of meaningful (50%-70%) recovery in a payment default
scenario.  The facility includes a $75 million revolver, which
will be undrawn at closing, and a $400 million term loan.  S&P
also assigned its 'CCC+' issue rating (two notches below the
corporate credit rating) to the company's proposed $170 million
second-lien term loan.  The company intends to use the proceeds
from the new debt to fund the acquisition.

"The ratings reflect our assessment of TNT's business risk profile
as 'weak,' characterized by limited end market and geographic
diversity in the niche lifting services industry," said Standard &
Poor's credit analyst Sarah Wyeth.  S&P expects the company to
experience modest organic growth primarily due to stable demand
for maintenance services in energy-related markets.  S&P also
expect the company to continue to generate EBITDA margin of more
than 30%, partly as a result of synergies from recent
acquisitions.  After investing in equipment, free cash flow will
be modest, and S&P believes that the company will use most of it
to make acquisitions. This will result in leverage remaining
higher than 5x through 2014.

"The stable outlook reflects our expectation that the company will
benefit from steady demand for maintenance services in 2014 and
2015, which should support modest top-line growth and stable
margins higher than 30%," said Ms. Wyeth.  "We also expect TNT to
use the majority of its free cash flow to fund acquisitions.  This
should result in debt to EBITDA of 5x-6x."

S&P could lower the rating if dynamics in TNT's energy-related end
markets weaken, resulting in maintenance activity declining, and
leverage increasing to and remaining higher than 6x.

S&P could raise the rating if TNT end markets remain stable and if
the company maintains its profitability while pursuing a less
aggressive financial policy, resulting in leverage declining to
less than 5x.


OCEANSIDE MILE: Has Nod to Use Cash Collateral Until Nov. 14
------------------------------------------------------------
The Hon. Barry Russell of the U.S. Bankruptcy Court for the
Central District of California has approved the stipulation
entered into by Oceanside Mile LLC, First-Citizens Bank & Trust
Company and Mayo Group, LLC, allowing the Debtor to use the cash
collateral until Nov. 14, 2013.

A copy of the budget is available for free at:

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

As reported by the Troubled Company Reporter on Oct. 30, 2013,
First-Citizens previously objected to the Debtor's request to use
cash collateral, complaining that the protection proposed by the
Debtor was inadequate.  First-Citizens stated that the Debtor must
first obtain its consent to the use of its cash collateral on
terms agreeable to First-Citizens.

In a stipulation dated Oct. 24, 2013, First-Citizens and the Mayo
Group each consents to the Debtor's use of prepetition collateral,
junior collateral and replacement collateral constituting cash
collateral.  May Group waives any entitlement to adequate
protection as a result of the Debtor's use of cash collateral,
while First-Citizens is entitled to adequate protection for the
diminution, if any, in the value of its interests in the
prepetition collateral.

As adequate protection, First-Citizens is granted replacement
liens in all assets and property of the Debtor.  To the extent the
Replacement Liens granted to First-Citizens do not provide First-
Citizens with adequate protection from any diminution in the value
of First-Citizens' interests in the prepetition collateral
occurring from and after the Petition Date, First-Citizens will
have an allowed superpriority claim to the extent of the
diminution.  By Nov. 15, 2013, the Debtor will make an interest
payment in the amount of $27,803.13 to First-Citizens.

First-Citizens is represented by:

      Craig H. Averch, Esq.
      Roberto J. Kampfner, Esq.
      633 West Fifth Street, Suite 1900
      Los Angeles, CA 90071
      Tel: (213) 620-7700
      Fax: (213) 452-2329
      E-mail: caverch@whitecase.com
              rkampfner@whitecase.com

                      About Oceanside Mile

Oceanside Mile LLC filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  The Debtor estimated assets of at
least $10 million and liabilities of at least $1 million.  Judge
Barry Russell presides over the case.

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

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


ORMET CORP: Industrial Investment Bank Hiring Approved
------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Ormet's motion to retain Industrial Investment Banking Group, a
part of Seaport Group Securities, as consultant for a retainer fee
of $100,000 at the following hourly rates: senior managing
director at $600, managing director at 500 and analyst at 250.

As previously reported, "Seaport is well-qualified to assist the
Debtors on the matters for which the Debtors propose to retain it.
Seaport's professionals have extensive experience analyzing,
structuring, negotiating and effecting financial projections,
evaluating business operations, properties, financial conditions
and prospects, developing strategies for accomplishing proposed
transactions, assessing valuations, providing expert testimony,
and other expert and financial advisory support necessary to fully
analyze the Hannibal CBA (Collective Bargaining Agreement) and
provide services related to the Debtors' negotiations with the
United Steelworkers. The Debtors believe that Seaport has the
expertise, and is uniquely positioned, to provide the requested
services in their chapter 11 cases in an efficient manner."

                         About Ormet Corp.

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

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

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

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

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

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

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


ORMET CORP: Objections to Proposed Hannibal CBA Changes Filed
-------------------------------------------------------------
BankruptcyData reported that multiple parties -- including the
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
Allied Industrial and Service Workers International Union (United
Steelworkers) and the U.S. Secretary of Labor -- filed with the
U.S. Bankruptcy Court separate objections to Ormet's emergency
motion for entry of an order authorizing interim relief from
various terms of the Hannibal collective bargaining agreement and
from certain retiree benefit obligations, pursuant to 11 U.S.C.
Section 1113(e) and 1114(h).

The Secretary asserts, "The Secretary specifically objects to the
Emergency Motion because the Debtors seek to remove their
obligations to employees under terms of the Employee Retirement
Income Security Act of 1974, as amended, 29 U.S.C. section 1001
('ERISA'), including the provisions of the Consolidated Omnibus
Budget Reconciliation Act, 29 U.S.C. section 1161 ('COBRA'). The
Emergency Motion seeks to modify the collective bargaining
agreement between the Debtors and the Steelworkers covering hourly
employment at the Hannibal Smelter (the 'Hannibal CBA'), in part,
by stating, 'COBRA will not be offered to any employees because
the benefits underlying the program will not be funded under the
Budget.' To the extent the Debtors continue to offer a group
health plan, they are obligated under ERISA to provide COBRA
benefits, which can be funded exclusively by the contributions of
former employees."

                         About Ormet Corp.

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

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

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

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

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

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

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


OSX BRASIL: Files for Bankruptcy Protection in Rio de Janeiro
-------------------------------------------------------------
Luciana Magalhaes, Emily Glazer and Rogerio Jelmayer, writing for
The Wall Street Journal, reported that OSX Brasil SA, the ship
building company of troubled tycoon Eike Batista, filed for
bankruptcy protection, the second such filing for a commodities
empire that crumbled this year as losses piled up and investor
confidence plummeted.

"Parts of Mr. Batista's empire were a house of cards, and now they
are falling," said Guilherme Figueiredo, a fund manager at M.Safra
& Co. in Sao Paulo who helps oversee $1.97 billion in assets, the
WSJ report.

The move on Nov. 11 at a Rio de Janeiro court follows a default
and bankruptcy filing last month for Mr. Batista's flagship oil
firm OGX Petroleo e Gas Participacoes SA, according to the WSJ
report.  The firm went public in 2008 for $4.1 billion but failed
to produce nearly any of the up to 10.8 billion barrels it claimed
to have. Recently, OGX declared several of its once promising
fields were actually duds.

The collapse of OGX sent shockwaves across the rest of Mr.
Batista's companies, which included five interlinking mining,
port, oil, energy and ship building firms taken public over a
frenetic six-year stretch starting in 2006, the report related.
The hardest hit by the oil company collapse is OSX, the ship
builder he set up to build oil platforms and lease them to OGX.
OSX had essentially one customer, his oil company OGX; when one
went down, so did the other.

Mr. Batista, a 57-year-old former powerboat racer and mining
executive, has sought to sell off big stakes in parts of his
conglomerate deemed healthier, such as a power generation company
called Eneva SA and a company called LLX Logistica SA building a
super-port near Rio de Janeiro, the report said.  Mr. Batista's
companies all had three letter names ending in 'X', to signify
multiplication of wealth.


PATRIOT COAL: Creditors to Vote on Bankruptcy Exit Plan
-------------------------------------------------------
Nick Brown, writing for Reuters, reported that Patriot Coal Corp
said on Nov. 6 it received court permission to send its bankruptcy
exit plan to creditors for a vote, positioning it to leave Chapter
11 by year's end.

According to the report, the company said in a statement that a
bankruptcy judge in St. Louis approved the plan outline, allowing
it to be sent to creditors for their assessment of the overall
plan. The milestone comes after months of wrangling in which
Patriot fought with its unionized workforce, as well as former
parent Peabody Energy Corp, over how to cut costs.

Under the plan, retiree benefits would be reduced, while current
workers would absorb cuts in salary, vacation time and other
perks, the report related.  Healthcare benefits would be
transferred to an outside trust. The company would operate after
bankruptcy with the help of $576 million in funding from Barclays
Plc and Deutsche Bank AG.

The court also approved a rights offering backstopped by
Knighthead Capital Management, Patriot said, the report added.
The offering, announced last month, will raise $250 million in new
capital.

"Today's actions by the court represent important milestones on
Patriot's path to emergence as a strong, well-capitalized
competitor in the coal industry," Bennett Hatfield, Patriot's
chief executive, said in the Nov. 6 statement.

                        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.


PLY GEM HOLDINGS: Amends Asset-Based Credit Facility with UBS
-------------------------------------------------------------
Ply Gem Holdings, Inc., Ply Gem Industries, Inc., a wholly-owned
subsidiary of the Company, and Ply Gem Canada, Inc., Gienow Canada
Inc., and Mitten Inc., entered into an amended and restated senior
secured asset-based revolving credit agreement with UBS Securities
LLC, as joint lead arranger and joint bookrunner, Wells Fargo
Capital Finance, LLC, as syndication agent, joint lead arranger,
joint bookrunner and co-collateral agent, UBS AG, Stamford Branch,
as U.S. administrative agent and U.S. collateral agent, UBS AG
Canada Branch, as Canadian administrative agent and Canadian
collateral agent, and a syndicate of financial institutions and
institutional lenders.

The ABL Facility provides for revolving credit financing of up to
$250 million subject to borrowing base availability, with a
maturity of five years, including sub-facilities for letters of
credit, swingline loans and borrowings in Canadian dollars and
United States dollars.  $200 million of the ABL Facility is
available to Ply Gem Industries and $50 million is available to
the Canadian Borrowers.  In addition, the ABL Facility provides
that the revolving commitments may be increased to $350 million,
subject to certain terms and conditions.

The borrowing base at any time equals the sum (subject to certain
eligibility requirements, reserves and other adjustments) of:

   * 90 percent of the eligible credit card receivables;

   * 85 percent of the net amount of eligible receivables; and

   * 85 percent of the net orderly liquidation value of eligible
     inventory

All borrowings under the ABL Facility will be subject to the
satisfaction of customary conditions, including absence of a
default and accuracy of representations and warranties.

Borrowings under the ABL Facility bear interest at a rate per
annum equal to, at Ply Gem Industries' option, either (a) a base
rate determined by reference to the higher of (1) the corporate
base rate of the Administrative Agent, as established at its
Stamford Branch, and (2) the federal funds rate plus 0.5 percent
or (b) a Eurodollar rate determined by reference to the costs of
funds for U.S. dollar deposits for the interest period relevant to
such borrowing adjusted for certain additional costs, in each case
plus an applicable margin.  The initial applicable margin for
borrowings under the ABL Facility is 0.75 percent for base rate
loans and 1.75 percent for Eurodollar rate loans.  The applicable
margin for borrowings under the ABL Facility will be subject to
step ups and step downs based on average excess availability under
that facility.  Swingline loans will bear interest at a rate per
annum equal to the base rate plus the applicable margin.  In
addition to paying interest on outstanding principal under the ABL
Facility, Ply Gem Industries is required to pay a commitment fee,
in respect of the unutilized commitments thereunder, which fee
will be determined based on utilization of the ABL Facility
(increasing when utilization is low and decreasing when
utilization is high).  The commitment fee is 0.375 percent when
the Company's average excess availability is greater than $100
million for the last fiscal quarter and 0.25 percent when the
Company's average availability is less than or equal to $100
million for the last fiscal quarter.  Ply Gem Industries must also
pay customary letter of credit fees equal to the applicable margin
on Eurodollar loans and agency fees.

The ABL Facility has an initial term of five years.  However, the
ABL Facility will mature on (i) the date which is three months
prior to the maturity date of Ply Gem Industries' existing 8.25
Percent Senior Secured Notes due 2018 unless, on or prior to that
date, the Senior Secured Notes have been repaid, refinanced or the
maturity date thereof extended, in each case, to a date that is at
least six months later than the Stated Maturity Date and (ii) the
date which is three months prior to the maturity date of Ply Gem
Industries' existing 9.375 Percent Senior Notes due 2017 unless,
on or prior to that date, the Senior Notes have been repaid,
refinanced or the maturity date thereof extended, in each case, to
a date that is at least six months later than the Stated Maturity
Date.

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

                        http://is.gd/0hwFEs

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as
compared with a net loss of $84.50 million in 2011.  The Company's
balance sheet at June 29, 2013, showed $1.10 billion in total
assets, $1.17 billion in total liabilities and a $70.18
million total stockholders' deficit.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


RAPID-AMERICAN: Exclusive Plan Filing Period Extended to March 4
----------------------------------------------------------------
Judge Stuart M. Bernstein further extended Rapid-American
Corporation's exclusive plan filing period through March 4, 2014.
The Debtor is also granted an extension of its exclusive
solicitation period through May 5, 2014.

                   About Rapid-American Corp.

Rapid-American Corp. filed for Chapter 11 bankruptcy protection in
Manhattan (Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to
deal with debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor disclosed assets in excess of $4,446,261 and unknown
liabilities.

The Official Committee of Unsecured Creditors retained Caplin &
Drysdale, Chartered, as counsel.

Young Conaway Stargatt & Taylor, LLP represents Lawrence
Fitzpatrick, the Future Claimants' Representative, as counsel.


REALOGY CORP: Posts $110 Million Net Income in Third Quarter
------------------------------------------------------------
Realogy Holdings Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $110 million on $1.55 billion of net revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $33
million on $1.28 billion of net revenues for the same period a
year ago.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $122 million on $4.04 billion of net revenues as
compared with a net loss of $249 million on $3.46 billion of net
revenues for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $7.18
billion in total assets, $5.50 billion in total liabilities and
$1.67 billion in total equity.

"We had an outstanding third quarter," said Richard A. Smith,
Realogy's chairman, chief executive officer and president.  "Our
29% increase in year-over-year homesale transaction volume
exceeded the 26% sales volume increase reported by the National
Association of Realtors.  While industry observers anticipated
that the mortgage rate environment would slow the housing
recovery, we now believe the exact opposite occurred -- it
accelerated.  In our view, the strong volume increase was driven
by a combination of pent-up demand, relatively low inventory and a
shift in homebuyer preference to purchase existing homes over new
homes due to the ability to lock in mortgage rates for the shorter
period it takes to close on an existing home purchase over a new
home."

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

                        http://is.gd/gGnqoN

                        About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.  Realogy Holdings
and Realogy Group incurred a net loss of $441 million on $4.09
billion of net revenues in 2011, following a net loss of $99
million on $4.09 billion of net revenues for 2010.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RESIDENTIAL CAPITAL: Panel May Retain Quest as Consultant
---------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Residential Capital LLC sought and obtained
authority from the Court to retain Quest Turnaround Advisors, LLC,
as consultant.

The Debtors' Chapter 11 Plan contemplates the creation of a
liquidating trust to be governed by the Liquidating Trust Board
and operated by a Liquidating Trust Manager.  Quest has been
selected by the "consenting claimants" as the term is defined
under the Plan to serve as the Liquidating Trust Manager upon the
effective date of the Plan, and, pursuant to the Liquidating Trust
Agreement, will have responsibility for managing the wind-down of
the Debtors' operations and assets and effectuating distribution
to creditors.

In contemplation of confirmation and the establishment of the
Liquidating Trust, the Committee unanimously determined that the
retention of Quest as its liquidation consultant is necessary to
ensure an orderly and efficient wind-down process and in the best
interest of the estates.

Jeffrey A. Brodsky, co-founder and managing editor of Quest, will
serve as consultant to the Committee during the Chapter 11 Cases.
The hourly rate for Mr. Brodsky is $795.  To the extent Quest
determines that the Chapter 11 Cases require the services of
additional employees, it may utilize additional support staff,
with hourly rates ranging from $400 to $795.

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

Mr. Brodsky assures the Court that his firm is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Creditors' Committee's.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Panel Taps Carter Ledyard as Consultant
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Residential Capital LLC filed papers, seeking
the Court's authority to employ Carter Ledyard & Milburn LLP as
consultant and James Gadsden, Esq. -- gadsden@clm.com -- as an
expert witness in connection with the adversary proceeding titled
Official Committee of Unsecured Creditors v. UMB Bank, N.A., and
Wells Fargo Bank, N.A., Ad. No. 13-01277(MF)(Bankr. S.D.N.Y.).

Mr. Gadsden, according to the Creditors' Committee, is an expert
on trust indentures and related security agreements.  As expert
witness, he would provide opinions as to the custom, usage and
industry practice concerning the scope of property that is to be
included or excluded as collateral under security agreements when
said collateral is freed from the conditions of the security
agreement.

Mr. Gadsden currently charges $825 per hour for his expert
services.  The paralegal who has assisted him and will assist him
is billed at an hourly rate of $215.  Associates who have assisted
and will assist him are billed at an hourly rate of between $250
and $270.  The firm will also be reimbursed for any necessary out-
of-pocket expenses.

Mr. Gadsden assures the Court that his firm is a disinterested
person as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the
Committee's.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Settles Disputes Over Some Ocwen Deals
-----------------------------------------------------------
Residential Capital LLC et al., Ambac Assurance Corporation and
the Segregated Account of Ambac Assurance Corporation entered into
a court-approved stipulation resolving disputes arising from the
transfer of certain transactions to Ocwen Loan Servicing, LLC.

Under the stipulation, the Debtors and Ambac agree that the cure
amount that the Debtors will pay to Ambac is $750,000 in the event
the Ambac transactions are transferred and a certain amount in the
event not all of the transactions are transferred to Specialized
Loan Servicing, LLC.  In the event of a transfer of the
transactions under the asset purchase agreement, Ambac will be
paid 80% of the purchase price required to be paid by Ocwen for
the MSRs.

David W. Dykhouse, Esq., and Brian P. Guiney, Esq., at PATTERSON
BELKNAP WEBB & TYLER LLP, in New York, serve as counsel for
Ambac.

Norman S. Rosenbaum, Esq., and James A. Newton, Esq., at MORRISON
& FOERSTER LLP, in New York, serve as counsel for the Debtors.

Jennifer C. DeMarco, Esq., and Adam Lesman, Esq., at CLIFFORD
CHANCE US LLP, in New York, serve as counsel for Ocwen.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Court OKs Accord in NJ Carpenters Class Suit
-----------------------------------------------------------------
Michael S. Etkin, Esq., at Lowenstein Sandler LLP, in New York,
notified Judge Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York that Judge Harold Baer of the U.S.
District Court for the Southern District of New York entered an
order and final judgment approving the partial settlement of the
securities class action styled as New Jersey Carpenters Health
Fund, et al., on Behalf of Themselves and All Others Similarly
Situated v. Residential Capital, LLC, et al., Case No. 08-CV-8781
(HB)(S.D.N.Y.).

The settlement, which is embodied in the Joint Chapter 11 Plan
proposed by the Debtors and the Official Committee of Unsecured
Creditors, provides that the NJ Carpenters Claims is settled for
$100,000,000.  The class action arose out Residential Capital,
LLC's soured mortgage-backed securities, some $37.66 billion worth
of investments that went bad in the collapse of the housing
market.

The lead plaintiff and the consolidated securities class action is
also represented by Joel Haims, Esq., Kenneth Eckstein, Esq.,
Michael Keats, Esq., Jeffrey Lipps, Esq., Joel Laitman, Esq., and
Christopher Lometti, Esq., at LOWENSTEIN SANDLER LLP, in New York.

The hearing on the Plaintiffs' motion for class certification is
adjourned to Dec. 17, 2013, at 10:00 a.m. (ET) before Bankruptcy
Judge Glenn.  Objections are due Dec. 10.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Throws Final Punches in Interest Row
---------------------------------------------------------
Law360 reported that Residential Capital LLC on Nov. 6 told a
bankruptcy judge that a group of junior secured noteholders
seeking $342 million in additional payouts have failed to show
that the scope of the liens they hold on ResCap's assets is as
expansive as they claim.

According to the report, the Debtors raised the arguments during
their final plea to the judge to find that the JSNs are not
entitled to the hundreds of millions in post-petition interest on
the debt they hold.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

ResCap's Chapter 11 reorganization plan is set for approval at a
Nov. 19 confirmation hearing.  Most ResCap creditors support the
plan, which is financed in part by a $2.1 billion settlement
contribution from Ally.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVEL AC: Mulls Sale 6 Months After Bankruptcy Exit
---------------------------------------------------
Christopher Palmeri, writing for Bloomberg News, reported that
Revel AC Inc. said it's exploring strategic options, such as a
possible sale, and restructuring its loans, six months after the
$2.6 billion Atlantic City casino emerged from bankruptcy.

According to the report, the New Jersey casino, owned by investors
who took over in May, hasn't decided on any specific deal and
can't be certain one will occur, according to a statement on
Nov. 8.  The company also said it obtained $75 million in
additional financing.

Once owned by Morgan Stanley, the Revel Casino Hotel opened last
year with the New Jersey resort city's casinos in a downward
spiral, buffeted by competition from neighboring states, the
lingering effects of nationwide drop in gambling and later
hurricane Sandy, the report related.  Revel filed for Chapter 11
bankruptcy protection in March, 11 months after opening.

Atlantic City has seen casino revenue shrink 40 percent over the
past six years as neighboring states expanded their gambling
offerings, the report said.  The parent of the Atlantic Club
Casino Hotel, formerly the Atlantic City Hilton, filed for
bankruptcy court protection on Nov. 6.

Revel said on Nov. 8 that it doubled the size its first-lien
credit agreement to $150 million, the report further related.
Proceeds will be used to pay off a $58 million revolving loan and
for working capital.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

The Official Committee of Unsecured Creditor retained Christopher
A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at
Polsinelli PC as counsel.

Revel AC Inc. on May 21 disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11
of the United States Bankruptcy Code.  Through the restructuring
plan, which has been approved by both the U.S. Bankruptcy Court
for the District of New Jersey (Camden) and the New Jersey Casino
Control Commission, Revel has reduced its outstanding debt by
approximately $1.2 billion, or 82%, and its annual interest
expense on a cash basis by $98 million, or 96%.


RIH ACQUISITIONS: Atlantic Club Casino Files in New Jersey
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Atlantic Club Casino Hotel in Atlantic City, New
Jersey, filed a Chapter 11 petition on Nov. 6 in Camden, New
Jersey, designed to sell the property "in the near term."

According to the report, the property has 801 rooms, 75,000 square
feet of gaming space, and seven restaurants. Last year, revenue of
$103.8 million resulted in a $43.3 million net loss. For the first
nine months of this year, revenue of $88.6 million threw off a
$7.4 million loss before interest, taxes, and deprecation.

The ultimate parent, Resorts International Holding LLC, acquired
the project along with three others in 2005 from Caesar's
Entertainment Inc. and Harrah's Entertainment Inc. The others were
sold or given to secured lenders, leaving Atlantic Club with no
secured debt.

When a sale fell through this year, the owners saw no alternative
to bankruptcy given their unwillingness to fund losses and buyers'
reluctance to purchase the property without protection from
bankruptcy court. A sale while in bankruptcy requires approval
from state gaming regulators.

Liabilities include $5.7 million in taxes and $1.7 million on
capital leases. There is $9 million in accounts payable and $16.6
million in accrued expenses on the balance sheet, according to a
court filing.

The casino rebranded itself for appeal to local gamblers, devoting
70 percent of the gaming space to so-called penny slots.

The bankruptcy will be financed with a $15 million secured loan
provided by an affiliate of Northlight Financial LLC. The loan
will pay 11.75 percent interest.

The Revel casino, also in Atlantic City, emerged from Chapter 11
in May with a reorganization plan approved by the bankruptcy judge
in Camden.

The assets and debt of the Atlantic Club are both less than
$50 million, according to the petition

The case is In re RIH Acquisitions NJ LLC, 13-34483, U.S.
Bankruptcy Court, District of New Jersey (Camden).


RIH ACQUISITIONS: Atlantic Club Casino Secures $6MM Interim Loan
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Atlantic Club Casino Hotel in Atlantic City, New
Jersey, secured interim approval for $6 million in financing to
support a Chapter 11 reorganization begun Nov. 6 in Camden, New
Jersey.

According to the report, there will be a hearing on Dec. 2 for
final approval of the entire $15 million secured loan from
Northlight Financial LLC.  The loan pays 11.75 percent interest.

Bankruptcy was designed to sell the property "in the near term."

The facility has 801 rooms, 75,000 square feet of gaming space,
and seven restaurants, generating revenue of $103.8 million last
year. The 2012 net loss was $43.3 million. In the first three
quarters this year, revenue of $88.6 million resulted in a $7.4
million loss before interest, taxes, depreciation and
amortization.

The ultimate parent, Resorts International Holding LLC, acquired
the project along with three others in 2005 from Caesar's
Entertainment Inc. and Harrah's Entertainment Inc. The others
casinos were sold or given to secured lenders, leaving Atlantic
Club with no secured debt.

The Atlantic City property required Chapter 11 protection because
a sale fell through.

                      About RIH Acquisitions

RIH Acquisitions NJ LLC, dba The Atlantic Club Casino Hotel,
sought protection under Chapter 11 of the Bankruptcy Code on
Nov. 6, 2013 (Case No. 13-34483, Bankr. D.N.J.).  The case is
assigned to Judge Gloria M. Burns.

The Debtor's counsel is Michael D. Sirota, Esq., at COLE, SCHOTZ,
MEISEL, FORMAN & LEONARD, in Hackensack, New Jersey.

Liabilities include $5.7 million in taxes and $1.7 million on
capital leases, according to a court filing. There is $9 million
in accounts payable and $16.6 million in accrued expenses on the
balance sheet.  The assets and debt of the Atlantic Club are both
less than $50 million, according to the petition.


ROSETTA RESOURCES: Moody's Rates $450MM Sr. Unsecured Notes B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Rosetta
Resources, Inc.'s proposed $450 million senior unsecured notes.
The company expects to use the net proceeds from the offering will
be used to repay borrowings under its revolving credit facility
and for general corporate purposes. The rating outlook is
positive.

Ratings Rationale:

The B2 rating for the proposed senior notes reflects their
unsecured nature and therefore subordination to the senior secured
credit facility's potential priority claim to the company's
assets. The company has an $800 million senior secured revolving
credit facility due 2018. The size of the potential senior secured
claims relative to the unsecured notes outstanding results in the
senior notes being notched one rating below the B1 CFR under
Moody's Loss Given Default Methodology.

The proposed notes offering will provide additional liquidity for
Rosetta as it ramps up its drilling and development in the Eagle
Ford and in its recently acquired acreage in the Permian Basin.
The new senior notes will push leverage on daily production just
over $30,000, and Moody's expects it to remain around that level
as Rosetta most likely will outspend cash flow in the next couple
of years as it develops its new core area in the Permian Basin.
With its liquids production, Rosetta is generating decent price
realizations and cash margins, which offsets the impacts of
increases in leverage on production and reserves.

The B1 CFR reflects Rosetta's relatively low debt leverage, its
strong cash margins, a growing proportion of liquids production,
and its competitive finding and development (F&D) costs. The
rating also considers the company's high quality Eagle Ford and
Permian Basin asset base with its sizable potential and drilling
inventory.

The positive outlook reflects Moody's expectation that Rosetta
will successfully integrate the acquired Permian assets and will
continue to grow its reserves and production on a sustainable
basis while maintaining its conservative financial profile.
Moody's expects leverage to compress over time through organic
production growth. An upgrade could result should average daily
production increase to 55,000 Boe per day while maintaining debt
on production below $27,000 per Boe. Moody's could downgrade the
ratings should debt on production exceed $33,000 per Boe for a
sustained period and if capital productivity declines to the
extent that Rosetta's leveraged full-cycle ratio drops below 1.5x,
or if liquidity deteriorates.

Rosetta's SGL-2 Speculative Grade Liquidity rating reflects good
liquidity through the end of 2014. Pro forma for the revolver pay
down following the notes issuance, it would have ended third
quarter 2013 with roughly $239 million of cash and full
availability under the company's secured borrowing base revolving
credit facility. The borrowing base was increased to $800 million
in April 2013 and the maturity was extended to 2018. With a
projected 2013 capital spending budget of roughly $900 million,
Rosetta will be outspending cash flow, but the availability under
its revolver will be more than sufficient to fund any shortfall.
Revolver covenants include a minimum current ratio of 1.0x and a
maximum debt/EBITDAX ratio of 4.0x. As of September 30, Rosetta
was in compliance with these covenants.

Rosetta Resources Inc. is an independent exploration and
production company headquartered in Houston, Texas.


ROSETTA RESOURCES: S&P Rates $450 Million Unsecured Notes 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
issue rating (the same as the corporate credit rating) to Houston-
based exploration and production (E&P) company Rosetta Resources
Inc.'s proposed $450 million unsecured note offering due 2022.
S&P has assigned a '4' recovery rating to this debt, indicating
its expectation of average (30% to 50%) recovery, in the event of
a payment default.  S&P's 'B+' corporate credit rating and stable
outlook on Rosetta remains unchanged.

Rosetta Resources Inc. is using proceeds from this offering to
repay borrowings on its credit facility and for general corporate
purposes.

"The ratings on Rosetta Resources Inc. reflect our view of the
company's relatively small proven reserve base relative to peers,
aggressive growth strategy, and substantial proportion of
undeveloped reserves," said Standard & Poor's credit analyst Marc
Bromberg.

S&P's ratings incorporate its assessment of the company's "weak"
business risk profile, "aggressive" financial risk profile, and
"adequate" sources of liquidity.  S&P's ratings also reflect its
view of the company's exposure to robust crude oil prices, low
cost position, and healthy credit protection measures.

RATINGS LIST

Rosetta Resources Inc.
Corporate Credit Rating               B+/Stable/--

New Rating

Rosetta Resources Inc.
$450 Mil. Unsecured Notes Due 2022   B+
   Recovery Rating                    4


RR DONNELLEY: Moody's Rates New $350MM Sr. Unsecured Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service rated RR Donnelley & Sons Company's new
$350 million senior unsecured notes Ba3. RR Donnelley's corporate
family rating (CFR) and probability of default ratings (PDR)
remain unchanged at Ba2 and Ba2-PD, respectively. Ratings of the
company's senior secured credit facility and senior unsecured
notes also remain unchanged at Baa2 and Ba3, respectively, and RR
Donnelley's speculative grade liquidity rating remains unchanged
at SGL-2 (good). The outlook remains negative.

Proceeds from the new $350 million 10-year senior unsecured notes
will be used to fund a portion of the recently announced ~$705
million acquisition of Consolidated Graphics, which, as previously
stated, is ratings-neutral because pro form leverage remains
substantially unchanged (it being noted that pre-funding the
acquisition will cause nominal leverage to spike).

The following summarizes rating actions and RR Donnelley's
ratings:

Issuer: R.R. Donnelley & Sons Company

Assignments:

Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4 - 65%)

Ratings/Outlook Actions:

Corporate Family Rating, unchanged at Ba2

Probability of Default Rating, unchanged at Ba2-PD

Speculative Grade Liquidity Rating, unchanged at SGL-2

Senior Secured Credit Facility, unchanged at Baa2 (LGD1, 6%)

Senior Unsecured Regular Bond/Debenture, unchanged at Ba3 (LGD4 -
65%)

Senior Unsecured Shelf, unchanged at (P)Ba3

Outlook, Unchanged at Negative

Ratings Rationale:

RR Donnelley is weakly positioned at the Ba2 level because of
elevated leverage and very weak industry fundamentals evidenced by
stalled revenue growth. Given the implication that EBITDA growth
will also stagnate, management implemented more conservative Debt-
to-EBITDA policies, and the rating assumes significant debt
repayment as efforts to restore financial flexibility unfold.
Moody's expects management to apply virtually all of the company's
nearly $300 million of annual free cash flow (Moody's estimated)
towards debt reduction for the foreseeable future; the Ba2 CFR
rating assumes repayment of the $258 million maturity in April
2014. The rating continues to benefit from the company's resilient
cash flow profile; during the 2008/2009 recession, despite 2009
revenue being 15% less than in 2008 and despite a 34% EBITDA
decline, the company remained cash flow positive.

Rating Outlook:

Given the potential of a change in management's de-leveraging
commitment as well as accelerating declines in the broadly-defined
commercial printing industry, the outlook is negative.

What Could Change the Rating - Up:

Presuming stronger industry fundamentals and solid liquidity,
positive outlook or ratings actions could result from Moody's-
adjusted free cash flow-to-Debt (FCF/TD) to increasing on a
sustainable basis into the 10%-to- 15% range. At that level of
FCF, Moody's-adjusted Debt-to-EBITDA would likely be in the 3.0x-
to-3.5x range.

What Could Change the Rating - Down:

Interruption of delivering towards 3.75x Moody's-adjusted Debt-to-
EBITDA by 2015 could result in a CFR downgrade, as would adverse
liquidity developments, a downwards revision in existing financial
guidance or a more than 2.5% decrease in annual organic revenue.

Corporate Profile:

Headquartered in Chicago, Illinois, R.R. Donnelley & Sons Company
(RR Donnelley) is North America's largest commercial printing
company, with annual revenues of approximately $10.3 billion of
which 74% comes from North American operations while 26% is
international. RR Donnelley provides pre-media, printing,
logistics and business process outsourcing products and services.


RUBY TUESDAY: Demoted to B3 on Declining Same-Store Sales
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ruby Tuesday Inc., a restaurant operator and
franchiser, has a B3 corporate rating this week after a one-level
downgrade issued Nov. 8 by Moody's Investors Service.

According to the report, the rating for the $250 million in senior
unsecured notes fell one space also, to Caa1.

Moody's attributed the downgrade to "weak same-store sales
performance over the last few quarters." Improvement will be
difficult to achieve, Moody's said, in view of "soft consumer
spending and competitive pressures throughout the industry."

For the past year, cash flow didn't cover interest expense,
Moody's observed.

The Maryville, Tennessee-based company operates under brand names
Ruby Tuesday and Lime Fresh Mexican Grill.

The $235 million in 7.625 percent senior unsecured notes due 2020
traded at 3:37 p.m. on Nov. 8 for 95 cents on the dollar, to yield
8.646 percent, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.

For the fiscal first quarter, ended Sept. 30, Ruby Tuesday
reported a $21.8 million net loss on $289.7 million revenue. The
loss from continuing operations in the quarter was $21.9 million.

For fiscal 2013, the net loss was $39.4 million on revenue of
$1.251 billion.


SAN BERNARDINO, CA: CalPERS Again Seeks Appeal of Ch. 9 Status
--------------------------------------------------------------
Law360 reported that California's state pension system on Nov. 7
again urged a California bankruptcy judge to certify its appeal to
the Ninth Circuit of an order allowing the city of San Bernardino
to move forward with its bankruptcy, saying the appeals court's
precedent is inconsistent with the judge's ruling.

According to the report, the decision comes after the California
Public Employees' Retirement System challenged the bankruptcy
judge's decision in October, saying the judge improperly glossed
over key requirements for granting Chapter 9 protection.

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SCHUTJER BOGAR: Settles With Ex-Partner After Exiting Bankruptcy
----------------------------------------------------------------
Law360 reported that having exited bankruptcy, the Pennsylvania
health care law firm formerly known as Schutjer Bogar LLC reached
a settlement on Nov. 7 with an ex-partner and its former largest
client in a lawsuit launched after the partner left and took the
client along with her.

According to the report, while the terms of the settlement with
Kelly Kjersgaard Hayes and Kindred Nursing Centers East LLC were
confidential, Chad Bogar, the co-founder and CEO of the firm
rebranded as sb2, emphasized that the firm's financial situation
had transformed dramatically since it launched the suit.

The case is Schutjer Bogar, LLC v. Hayes et al., Case No. 1:13-cv-
00216 (M.D. Pa.) before Judge John E. Jones, III.

Schutjer Bogar, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 20, 2013 (Case No. 13-01434, Bankr. M.D.
Pa.).  The case is assigned to Judge Robert N. Opel, II.  The
Debtor's counsel is Lawrence G. Frank, Esq., at THOMAS, LONG,
NIESEN AND KENNARD, in Harrisburg, Pennsylvania.

The Debtor said it has estimated assets ranging from $500,001 to
$1,000,000 and estimated debts ranging from $1,000,001 to
$10,000,000.  The petition was signed by Chad Bogar and Brad
Schutjer, members.


SEANERGY MARITIME: Receives Delisting Notice From NASDAQ
--------------------------------------------------------
Seanergy Maritime Holdings Corp. received a Staff Delisting
Determination letter from the Nasdaq Stock Market LLC notifying
the Company that, due to non-compliance with the minimum $2.5
million stockholders' equity requirement for continued listing set
forth in Nasdaq Listing Rule 5550(b), trading of the Company's
common stock will be suspended unless the Company requests an
appeal of this delisting determination by Nov. 6, 2013.

The Company intends to timely request a hearing before a Nasdaq
Hearings Panel to appeal the delisting determination.  That
request will stay the suspension of trading and delisting of the
Company's common shares from the Nasdaq Capital Market pending the
Panel's decision after a hearing.  Under Nasdaq's Listing Rules,
the Panel may, in its discretion, grant an exception to the
continued listing standards for a maximum of 180 calendar days
from the date of the delisting determination.  However, there can
be no assurances that the Panel will grant such exception.  The
Company intends to present to the Panel the status of its
previously announced financial restructuring plan and its plan to
establish compliance with the minimum $2.5 million stockholders'
equity requirement.

Stamatis Tsantanis, the Company's chairman and chief executive
officer, stated: "Seanergy expected this determination letter and
looks forward to the hearing with the independent Panel to discuss
its plan to regain compliance.  In addition, the Company continues
to implement its ongoing restructuring plan, which aims to
establish a viable financial structure and ensure its ability to
participate in new investment opportunities."

                            About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, Ernst & Young (Hellas) Certified
Auditors Accountants S.A., in Athens, Greece, expressed
substantial doubt about Seanergy Maritime's ability to continue
as a going concern.  The independent auditors noted that the
Company has not complied with the principal and interest
repayment schedule and with certain covenants of its loan
agreements, which in turn gives the lenders the right to call the
debt.  "In addition, the Company has a working capital deficit,
recurring losses from operations, accumulated deficit and
inability to generate sufficient cash flow to meet its
obligations and sustain its operations."

The Company reported a net loss of US$193.8 million on US$55.6
million of net vessel revenue in 2012, compared with a net loss
of US$197.8 million on US$104.1 million of net vessel revenue in
2011.  The Company's balance sheet at June 30, 2013, showed $78.70
million in total assets, $194.01 million in total liabilities and
a $115.31 million total deficit.


SIMPLY WHEELZ: Catalyst to Acquire Advantage Rent a Car by Dec.
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Simply Wheelz LLC, the new owner of the Advantage
Rent A Car business, filed a petition for Chapter 11
reorganization on Nov. 5 and three days later received
authorization from the bankruptcy judge in Jackson, Mississippi to
borrow $14.8 million from Catalyst Capital Group Inc., the
intended buyer.

According to the report, there will be another hearing on Dec. 3
for approval of the entire loan package that could amount to $46
million.

The loan agreement requires having auction and sale procedures
approved by Nov. 22 and a hearing to approve sale by Dec. 17.

The loan agreement also requires that Toronto-based Catalyst be
the so-called stalking horse making the first bid at auction.
Catalyst will pay for the business in exchange for the bankruptcy
loan, up to $46 million.

                    About Simply Wheelz

Based in Ridgeland, Mississippi, Simply Wheelz is owned by
Franchise Services of North America NA, which acquired the
Advantage business and 24,000 vehicles early this year from
Hertz Global Holdings Inc. Hertz was required by antitrust
regulators to divest Advantage when taking over the Dollar
Thrifty business.  The vehicles are leased from Hertz, which gave
notice of termination of the lease on Nov. 2 following payment
default on Oct. 9.  Simply Wheelz said it lost $8.6 million on the
sale of 5,300 cars in the Hertz fleet. The contracts requires
Simply Wheelz to bear the risk of the residual value of the fleet.

Advantage has 72 locations in 33 states. It is the fourth-
largest rental car business in the U.S.

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code on Nov. 5, 2014 (Case No. 13-03332,
Bankr. S.D.Miss.).  The case is assigned to Judge Edward Ellingon.
The petition listed assets and debt both exceeding $100
million.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at BUTLER SNOW O'MARA STEVENS &
CANNADA, in Ridgeland, Mississippi.


SHELBOURNE NORTH WATER: Going Into Chapter 11 in Illinois
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owner of 2.2 acres in Chicago, intended as the
site for the tallest building in North America, bent to an
involuntary bankruptcy petition filed last month and consented on
Nov. 8 to being in Chapter 11 reorganization.

According to the report, from the site, Chicago Spire was to rise
2,000 feet (610 meters), under guidance of Irish developer Garrett
Kelleher and Spanish architect Santiago Calatrava.

The 150-story helix-shaped residential project never went beyond
being more than a hole in the ground, when construction halted
during the recession.

Creditors with $82 million in claims filed an involuntary Chapter
11 petition in October. The outcome was a compromise where the
owner, Shelbourne North Water Street LP, agreed to enter
bankruptcy.

The settlement requires transferring the case from Delaware to
Chicago. The owner will have the exclusive right for four months
to propose a reorganization plan. During that time, creditors are
precluded from seeking the appointment of a trustee, as part of
the settlement.

The bankruptcy was declared to be a single-asset real estate
reorganization with secured creditors automatically permitted to
foreclose unless Shelbourne files a plan by March 10 that has a
"reasonable possibility of being confirmed within a reasonable
time."

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Case Number 13-12652, Bankr. D.Del.).  The case
is assigned to Judge Kevin J. Carey.

The Petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.  The involuntary petition was filed by
RMW Acquisition Co., RMW CLP Acquisitions LLC, Thornton Tomasetti
Inc. and Cosentini Associates.


SML REALTY: Case Summary & Largest Unsecured Creditors
------------------------------------------------------
Debtor: SML Realty, LLC
        c/o Marie Carlino
        19 Castor Place
        Staten Island, NY 10312

Case No.: 13-46717

Chapter 11 Petition Date: November 8, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Kevin J Nash, Esq.
                  GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212) 301-6944
                  Fax: (212) 422-6836
                  Email: KNash@gwfglaw.com

Total Assets: $2.30 million

Total Debts: $1.05 million

The petition was signed by Marie Carlino, member.

NYC Dept of Tax and Finance is the lone entry in the list of 20
largest unsecured creditors, with a $61,507 unliquidated claim.


SPENDSMART PAYMENTS: Chord to Provide Accounting Solutions
----------------------------------------------------------
The SpendSmart Payments Company entered into an advisory agreement
with Chord Advisors, LLC, pursuant to which Chord will provide the
Company with comprehensive outsourced accounting solutions.  The
Company will pay Chord $7,500 per month.  The Company has also
agreed to issue Chord a vested stock option to purchase five
thousand shares of common stock at an exercise price of $2.00 per
share.  The Company's Chief Financial Officer, David Horin, is the
president of Chord.  The Agreement may be terminated by either
party.

On Oct. 28, 2013, Kim Petry resigned from her position as chief
financial officer, secretary and treasurer of the Company,
effective immediately.  Ms. Petry will be succeeded by David
Horin, who will serve as the Company's chief financial officer as
of Oct. 28, 2013.

Mr. Horin is currently the president of Chord Advisors, LLC, an
advisory firm that provides targeted financial solutions to public
(small-cap and mid-cap) and private small and mid-sized companies.
From March 2008 to June 2012, Mr. Horin was the chief financial
officer of Rodman & Renshaw Capital Group, Inc., a full-service
investment bank dedicated to providing corporate finance,
strategic advisory, sales and trading and related services to
public and private companies across multiple sectors and regions.
From March 2003 through March 2008, Mr. Horin was the Managing
Director of Accounting Policy and Financial Reporting at Jefferies
Group, Inc., a full-service global investment bank and
institutional securities firm focused on growth and middle-market
companies and their investors.  Prior to his employment at
Jefferies Group, Inc., from 2000 to 2003, Mr. Horin was a senior
manager in KPMG's Department of Professional Practice in New York,
where he advised firm members and clients on technical accounting
and risk management matters for a variety of public, international
and early growth stage entities.  Mr. Horin has a Bachelor of
Science degree in Accounting from Baruch College, City University
of New York.  Mr. Horin is also a Certified Public Accountant.

                         About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Company's balance sheet at June 30, 2013, showed $1.37 million
in total assets, $1.91 million in total liabilities, all current,
and a $540,393 total stockholders' deficiency.

For the year ended Sept. 30, 2012, the Company's audited
consolidated financial statements included an opinion containing
an explanatory paragraph as to the uncertainty of our Company's
ability to continue as a going concern.  Additionally, the Company
has incurred net losses through June 30, 2013, and has yet to
establish profitable operations.


SUNTECH POWER: Seeks Dismissal of Involuntary U.S. Bankruptcy
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Suntech Power Holdings Co., once the world's largest
solar-panel maker, filed court papers urging a judge to dismiss
the involuntary Chapter 7 bankruptcy petition filed in mid-October
by four holders of some of the $541 million in convertible notes.

According to the report, based in Wuxi, China, Suntech advances
several reasons why the involuntary bankruptcy is defective. Most
prominently, Suntech says that at least two of the four
involuntary petitioners acquired their claims expressly to file an
involuntary petition, an action prohibited in bankruptcy law.

Suntech points out that none of the petitioning Noteholders filed
a required statement saying they hadn't purchased the debt to file
an involuntary petition. The petitioning Noteholders include
Trondheim Capital Partners LP and Michael Meixler.

The court should dismiss the case "in the interests of creditors
and the debtor" under Section 305 of the Bankruptcy Code to ensure
there is no disruption of ongoing negotiations with holders of a
majority or more of the notes, Suntech said.

Dismissal of the involuntary petition will come to bankruptcy
court for a hearing on Dec. 12.

Suntech says the four creditors own only 0.27 percent of
outstanding debt. Suntech defaulted on the notes in March.

New York was also the wrong place to file, Suntech says, because
the company has no place of business or assets in the U.S.
Instead, the New York court should allow Suntech to proceed with
the bankruptcy it filed voluntarily in the Cayman Islands, the
company said. Eventually, Suntech said, the four creditors will be
allowed to vote on a reorganization to be proposed in the Cayman
Islands, where the company is incorporated.

                            About Suntech

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

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

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013 in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at TEITELBAUM & BASKIN LLP, in White
Plains, New York.


SUNTECH POWER: Takes Step Toward Final Wind-Down
------------------------------------------------
Reuters reported that China's Suntech Power Holdings Co Ltd., once
the world's largest maker of solar panels, filed for provisional
liquidation, signaling that it may go out of business after years
of steep declines in panel prices.

According to the report, Suntech's shares fell as much as 23
percent to $1.15 on the New York Stock Exchange on Nov. 6.

"We do think this is the end for Suntech," Raymond James analyst
Ryan Berney told Reuters.

Suntech filed for provisional liquidation in the Cayman Islands,
where it is incorporated, the report related.  A provisional
liquidation is an emergency procedure that a company can apply for
only after a petition to wind up has been presented at court.

Suntech also said it would consider pursuing a Chapter 15 filing
in the United States that would allow U.S. courts to recognize a
foreign bankruptcy as the main proceeding and block creditors from
seizing U.S. assets, the report further related.

                            About Suntech

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

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

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013 in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at TEITELBAUM & BASKIN LLP, in White
Plains, New York.


TEMPLAR ENERGY: Moody's Assigns B2 CFR & Rates New $700MM Loan B3
-----------------------------------------------------------------
Moody's Investors Service assigned a first time rating of B3 to
Templar Energy LLC's proposed $700 million second lien term loan.
Moody's also assigned a B2 Corporate Family Rating (CFR) and a B2-
PD Probability of Default rating to Templar. The outlook is
stable. Term loan proceeds will be used to finance a portion of
Templar's $1.0 billion acquisition of Forest Oil Corporation's
(FST, B2 negative) Anadarko Basin assets in the Texas/Oklahoma
Panhandle.

"Templar's asset acquisition will more firmly establish its
presence in the Anadarko Basin, a producing area Templar's
management has substantial technical and operating expertise in,"
commented Andrew Brooks, Moody's Vice President. "Acquisition
financing, as proposed, should not over-burden Templar with debt,
and should provide it adequate liquidity with which to fund its
growth objectives."

Ratings Assigned:

Templar Energy LLC

Corporate Family Rating, B2

Probability of Default, B2-PD

Second Lien Term Loan, B3

Outlook, Stable

Ratings Rationale:

Templar's B2 CFR reflects its relatively modest size, its limited
operating history and debt leverage that will approach $50,000 per
flowing barrel of oil equivalent (Boe) at closing. However, while
Templar as an operating entity was only established in December
2012, the acquired Anadarko Basin assets which will comprise the
bulk of the newly formed company, have been significantly de-
risked by Forest Oil and have producing lives which stretch back
many decades. Moreover, Templar management is well acquainted with
the technical and operating characteristics of the Anadarko Basin
in which it has operated a series of E&P companies over the past
two decades.

Privately owned Templar Energy was established in December 2012,
and is owned 65% by funds controlled by financial sponsors First
Reserve and 28% by Trilantic Capital Partners, together with a 5%
management stake. Through a series of acquisitions and drilling
activity, production reached an average 2,300 Boe per day in
2013's third quarter, with 22.5 million Boe of proved reserves as
of October 1. In October, Templar agreed to acquire Forest's
Anadarko Basin assets for $1.0 billion, comprised of approximately
100,000 net leasehold acres in the Texas/Oklahoma Panhandle, an
estimated 124 million Boe of proved reserves and 17,000 Boe per
day of production. The Anadarko Basin is characterized by multiple
stacked pay zones with 18 reservoirs producing a balanced mix of
liquids rich gas and crude oil. Key formations across the basin
include the Douglas, Tonkawa, Cleveland Sands, Granite Wash and
the Atoka. Pro forma for the acquisition, Templar's production
will approximate 45% natural gas, 32% natural gas liquids and 23%
oil. Upon the closing of the acquisition, company founder and CEO
Mr. David Le Norman will acquire for $125 million, finance and
hold through his wholly owned subsidiary, Le Norman Fund I, LLC, a
12.5% working interest in the acquired Anadarko Basin assets.

Templar's financing of its 87.5% of the Anadarko Basin acquisition
will comprise the $700 million second lien term loan, a $600
million senior secured revolving credit facility with an initial
$300 million borrowing base, under which approximately $91 million
will be outstanding at closing, and $131 million of contributed
equity. Pro forma for the closing of the acquisition, Templar will
have an estimated $209 million of liquidity available under its
secured borrowing base revolving credit facility with which to
fund the outspending of cash flow required to achieve projected
production growth. It is apparent that the borrowing base
commitment will need to be redetermined upward to fund continuing
capital spending. Notwithstanding the projected outspending of
cash flow, Moody's views Templar's liquidity as adequate.

The second lien term loan is rated one-notch below the B2 CFR due
to the prior ranking revolver in the capital structure, in
accordance with Moody's Loss Given Default methodology. To the
extent the company carries out its growth plan and increases it
revolving credit secured borrowring base commitment to a level
approaching $750 million, Templar's second lien term loan could
run the risk of double-notching. Moody's expects, however, that
the company will finance its growth on a relatively balanced basis
between first lien and second lien debt.

The outlook is stable based on the relatively low risk nature of
the acquired assets and Moody's view that relative debt leverage,
while high at the outset, will ratchet down as production gains
are realized. A rating downgrade would be considered should
Templar's debt leverage remain consistently at or above $50,000
per barrel of average daily production. A rating upgrade could be
considered should production levels reach 50,000 Boe per day with
debt on production falling below $35,000 per Boe.

Templar Energy, LLC is a privately owned independent E&P company
headquartered in Oklahoma City, Oklahoma.


TEMPLAR ENERGY: S&P Assigns 'B' CCR & Rates $700MM Loan 'B-'
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Oklahoma-based oil and gas E&P company Templar
Energy LLC.  The outlook is stable.

At the same time S&P assigned its 'B-' issue rating to Templar's
proposed $700 million senior secured second-lien term loan due
2020.  The recovery rating is '5', indicating S&P's expectation of
modest (10% to 30%) recovery in the event of a payment default.

S&P expects proceeds from the offering, and $81 million drawn on
the credit facility, to partially fund the acquisition of Texas
Panhandle assets from Forest Oil Corp.  Templar will fund the
remainder of the purchase price with $131 million in equity
contributed by private equity sponsors First Reserve (majority
owner) and Trilantic Capital Partners, management, and other
investors.

"The ratings on Templar reflect our assessment of the company's
'vulnerable' business risk, 'highly leveraged' financial risk, and
'adequate' liquidity," said Standard & Poor's credit analyst
Michael Tsai.  These assessments reflect Templar's small asset
base and production levels, lack of geographical diversification,
spending levels in excess of projected operating cash flows, and
the lack of audited historical financial statements.  The ratings
also reflect the company's balance between oil/natural gas liquids
and natural gas, an experienced management team, and expectations
for growth in reserves and production over the next 12 months.

Templar was formed in December 2012 to acquire and operate assets
focused primarily in the Anadarko Basin.  Including the Forest Oil
acquisition, the company's pro forma proved reserves should total
about 121 million barrels of oil equivalent (boe), of which 48%
are natural gas liquids and crude oil and 41% are developed, with
production of 16,400 boe per day.  The company has limited
geographic diversity with all its assets concentrated in the
Anadarko Basin in Texas and Oklahoma.  However, the company's
position is adjacent to multiple gathering and processing systems,
which provides redundancy and access to multiple markets.

The stable outlook reflects S&P's expectation that Templar will
maintain adequate liquidity and that debt leverage will decline to
about 4x over the next 12 months.

S&P could lower the rating if debt leverage exceeds 5x for a
sustained period, or if it assess liquidity as less than adequate,
most likely as the consequence of weaker-than-anticipated drilling
results.

S&P could consider an upgrade if Templar is able to successfully
execute its growth strategy such that debt leverage falls below
3x, while maintaining adequate liquidity.


THINKFILM LLC: Investor Says Bergstein Owes $590MM for Loan Fraud
-----------------------------------------------------------------
Law360 reported that an investor and business man hit film
financier David Bergstein with a fraud lawsuit in New Jersey
federal court on Nov. 6, seeking more than $590 million for
misrepresentations made about cash loans in connection with film
production for "Before the Devil Knows You're Dead" and other
titles.

According to the report, the lawsuit raises allegations that
Bergstein and his longtime business partner Ronal N. Tutor made
representations and false statements to trick plaintiff Paul
Parmar out of millions of dollars in connection with various loan
ventures.

The case is GRANGE CONSULTING GROUP et al v. BERGSTEIN et al.,
Case No. 3:13-cv-06768 (D.N.J.) before Judge Peter G. Sheridan.

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TMT GROUP: Sent to Mediate With Objecting Banks
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that unless TMT Group and bank lender are forced to
mediate, the bankruptcy reorganization of the Taiwanese owner of
16 oceangoing vessels is "destined for failure, at great cost to
the creditors, secured and unsecured alike," the official
creditors' committee said early last week.

According to the report, U.S. Bankruptcy Judge Marvin Isgur in
Houston heard the plea and by the week's end had sent the ship
owner and lenders into mediation.

The committee cited how the Asian banks responded to the Chapter
11 filing in June by asking Judge Isgur to dismiss the proceedings
for being filed in bad faith. They claimed TMT was a foreign
company with no connection to the U.S. and thus no right to
bankruptcy relief.

Judge Isgur denied the request, finding the cases were properly in
U.S. bankruptcy court. The banks appealed and in substance lost in
October when a U.S. district judge sided with Judge Isgur.  Having
temporarily taken the bankruptcy away from Judge Isgur, the
district judge sent the case back to bankruptcy court upon
agreeing with Judge Isgur's decisions.

The lenders initiated another fight over dismissal and continued
opposing approval of financing and use of cash. In the meantime,
the bankruptcy "hardly made any progress," the committee said.

So far, legal costs are some $20 million for TMT and the lenders,
whose lawyers are being paid by the ship owner. To this point,
TMT's lawyers "must defend the litigation without being paid," the
committee said.

Judge Isgur required the lenders and TMT to select a mediator by
Nov. 22, with mediation sessions "at the earliest practicable
date" in December or January.

To foster discussions, Judge Isgur commanded TMT to give the banks
the outline of a plan three weeks before mediation. The committee
must decide whether it supports TMT's proposal. If not, the
committee must hand out its term sheet three weeks in advance of
mediation.

Banks opposing TMT's bankruptcy include First Commercial Bank Co.,
Mega International Commercial Bank Co., Cathay United Bank and
Shanghai Commercial Savings Bank Ltd. The banks say the ships'
owners have "overwhelmingly if not entirely foreign creditors" and
the owner is a "foreign national."

Previously known as Taiwan Marine Transport Co., one of the
companies claimed to be based in Houston. The vessels carry varied
cargo, such as bulk, vehicles, ore and petroleum. The average age
of most is about 2.5 years, according to a court filing.

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.

TMT already filed a lawsuit in U.S. bankruptcy court aimed at
forcing creditors to release the vessels so they can return to
generating income.


TOLL BROTHERS: Moody's Affirms 'Ba1' CFR & Unsecured Notes Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Toll Brothers,
Inc., including its corporate family rating of Ba1, probability of
default rating of Ba1-PD, and the Ba1 rating on its various issues
of senior unsecured notes. The speculative grade liquidity rating
was revised down to SGL-2 from SGL-1. The rating outlook remains
stable.

Toll Brothers has signed a definitive agreement to purchase
Shapell Industries, a private California home builder with 5200
largely entitled lots, for approximately $1.6 billion. The company
intends to finance the transaction with draws from its existing
$1.035 billion senior unsecured revolving credit facility due 2018
and a combination of unsecured debt and equity issuances. Toll has
received a commitment for a $500 million, 364-day senior unsecured
revolving credit facility to enhance its liquidity until it can
pay down the draws under its existing revolver. The company
intends to issue equity before the transaction closes, and post-
closing, Toll intends to sell certain assets to reduce its
California land concentration and outstanding borrowings.

Pro forma for this acquisition, assuming that approximately $1.4
billion of the purchase price will be financed via new debt
issuances, total adjusted homebuilding debt/capitalization
increases from approximately 43% to 53%. (Moody's adds $128
million to reported debt in order to account for operating leases
and recourse joint venture debt).

The following actions were taken:

Affirmations:

Issuer: Toll Brothers, Inc.

Corporate Family Rating, Affirmed Ba1

Probability of Default Rating, Affirmed Ba1-PD

Issuer: Toll Brothers Finance Corp.

Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 (LGD4-53%)

Senior Unsecured Conv./Exch. Bond/Debenture, Affirmed Ba1 (LGD4-
53%)

Senior Unsecured Shelf , Affirmed (P)Ba1

Revisions:

Issuer: Toll Brothers, Inc.

Speculative Grade Liquidity Rating, Lowered to SGL-2 from SGL-1

The outlook remains stable.

Ratings Rationale:

The affirmation of Toll Brothers' ratings reflects the company's
improving operating results and expected quick post-closing
improvement in its credit metrics to return them to Ba1 levels,
supported by positive industry fundamentals. In addition, while
the acquisition temporarily strains Toll's balance sheet, it
simultaneously provides the company with an impressive, well-
located, largely entitled land position in a state with a limited
supply of finished and entitled lots and robust demand for new
homes.

The Ba1 corporate family rating considers the company's still good
liquidity profile, as captured in its SGL-2 rating, and its
performance in its high-density, mid- and high-rise tower
business, which has exceeded Moody's previous expectations. The
rating is also supported by Toll Brothers' leadership position in
its upper-end homebuilding niche, and an ability to greatly
restrict, or even shut off entirely, its land spend for relatively
long periods of time without incurring the need to race to catch
up when the market turns. This latter characteristic enables the
company generally to control how much cash flow it wishes to
generate or even whether it wishes the figure to be positive or
not. If anything, the Shapell acquisition enhances the company's
flexibility with regard to future land spend in California.

However, Moody's also recognizes the additional risk in the
company's business profile associated with the more volatile and
capital intensive high-rise and high-density mid-rise business,
the Gibraltar Capital business (which purchases distressed loan
and real estate asset portfolios), and its new investments in the
apartment development business. And, of course, if the California
market should turn quickly and sharply negative, the company's
ability to sell some of the Shapell land to reduce both its debt
and its overall California exposure would be impaired. This could
leave the company's debt leverage at an unacceptably high level
and weaken its liquidity.

The company's SGL-2 liquidity rating incorporates its currently
healthy cash position of approximately $824 million at October 31,
2013, substantial current availability under its $1.035 billion
revolver due 2018, and sizable, well-located land position in
numerous locales across the country that could be monetized if
needed. At the same time, liquidity is pressured by the company's
ambitious land spend and the expected usage of a large portion of
its current revolver to help finance the acquisition, which will
be partially mitigated by its lining up of a $500 million, 364-day
unsecured revolver.

The stable rating outlook reflects Moody's expectation that Toll
Brothers will return to a conservative capital structure within 12
months, maintain good liquidity, and preserve tight fiscal
discipline with regard to its high-rise and high-density mid-rise
business, to Gibraltar Capital, and to its investments in the
apartment development business. Additionally, Moody's expects that
the company will continue generating healthy revenue and net
income growth over the next two years and quickly restore credit
metrics that are supportive of the Ba1 rating.

The ratings could benefit if Moody's were to project that the
company's credit metrics will begin to resemble those of an
investment-grade homebuilder. Specifically, Moody's would need to
see adjusted homebuilding debt leverage declining below, and
remaining under, 40%, EBIT interest coverage comfortably above 6x,
GAAP gross margins improving to above 23%, and total revenue and
net income migrating steadily toward pre-recession levels.

Because the company, like its peers, is highly dependent on
consumer confidence and employment levels, the outlook could be
lowered if the economy were to enter into a double-dip downturn,
leading to a weakening in Toll Brothers' gross margins and net
income generation. In addition, post-transaction debt leverage
staying above 50% for more than a year or a substantial weakening
of liquidity could lead to a ratings downgrade. Similarly, if more
than $1.4 billion of new debt is issued to finance the acquisition
or to take advantage of strong market demand and/or less than $200
million of new equity is issued, the ratings could be downgraded.

Based in Horsham, Pennsylvania, Toll Brothers, Inc. is the
nation's leading builder of luxury homes, serving move-up, empty-
nester, and active adult buyers in 19 states and four regions
around the country. Total revenues and pretax income for the
trailing twelve month period ending July 31, 2013 were $2.3
billion and $178 million, respectively.


TOLL BROTHERS: S&P Affirms 'BB+' CCR After Shapell Acquisition
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB+'
corporate credit rating on Toll Brothers Inc. and its subsidiary,
Toll Brothers Finance Corp.  S&P also affirmed its 'BB+' issue-
level ratings on the company's senior notes.  The recovery rating
is unchanged at '3', which indicates S&P's expectation for a
meaningful (50% to 70%) recovery in the event of payment default.
The outlook is stable.

The rating affirmation follows Horsham, Pa.-based Toll Brothers'
recent announcement that it has agreed to acquire Shapell
Industries Inc. for $1.6 billion in cash.  S&P expects the
acquisition to close in the first quarter of 2014, subject to
customary closing conditions and regulatory approvals.

S&P's rating on Toll reflects the homebuilder's "satisfactory"
business risk profile, which is supported by a leading market
position in the luxury housing segment.  Toll's emphasis on move-
up and luxury new home buyers has enabled it to generally achieve
higher gross margins than most of its peers, in part due to higher
average sales prices and lower cancellations.

"We believe the Shapell acquisition will bolster Toll's California
market position, where its land position had been declining and
there is significant competition for lots," said Standard & Poor's
credit analyst George Skoufis.

The stable outlook reflects S&P's expectation that the company can
successfully deleverage the balance sheet through asset sales and
cash flow generation to meet or exceed its base case forecast and
is committed to further reducing leverage to 4.0x or lower.  S&P
would lower the rating if it believes leverage will instead remain
at 5x or higher over the next 12 to 18 months, which could be the
result of difficulty disposing of assets or weaker-than-expected
home sales and profitability.  S&P sees limited upside to the
rating at this time, given elevated debt to EBITDA metrics,
particularly following the closing of the Shapell acquisition,
growing capital needs, and an expanding appetite for vertical
construction projects.


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

Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the
world's largest dedicated toy retailer, with annual revenues of
around $11 billion.


TRAVEL LEADERS: Moody's Assigns 'B2' CFR & Rates $185MM Loan 'B1'
-----------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to Travel
Leaders Group's ("TLG") proposed $15 million first lien revolver
due 2018 and $170 million first lien term loan due 2019. Proceeds
from the term loan offering will be used to recapitalize the
company's ownership structure, as well as to repay existing debt.
At the same time, Moody's has assigned a first time Corporate
Family Rating (CFR) of B2 to TLG and a Probability of Default
Rating (PDR) of B3-PD. The ratings outlook is stable.

Ratings Rationale:

The B2 CFR reflects the sizeable debt levels that ensue from the
proposed refinancing transactions in support of the
recapitalization of the ownership structures. The rating also
takes into account the limited size of TLG's revenue base, and the
narrow scope of its operations, as it operates in a tightly-
defined niche market within the travel services landscape. TLG
revenues are generally commission-based, and are focused on the
high-end leisure and travel segments. As such, Moody's believes
that the company's business model entails risk associated with the
cyclical nature of these markets, as well as the evolving nature
of suppliers of travel service providers (primarily airlines and
hotels).

The ratings also consider the company recent history of stable
operating margins on growing revenue, which supports expectations
for strong cash flow generation and improvement of credit metrics
over the near term. Moody's also views positively TLG's long-
standing relationships with the major travel suppliers which,
along with a strong and defensible market position in the high-end
travel market, will be supportive of stable revenue growth going
forward.

On close of the planned refinancing transaction, TLG will carry
over $200 million of total debt (including Moody's standard
adjustments), which is substantial relative to the company's size.
However, on strong EBITDA margins, Moody's estimates current
metrics at the following levels: Debt to EBITDA at approximately
4.0 times; EBIT to Interest of over 3 times; and Free Cash Flow to
Debt of approximately 20%. These metrics are stronger than typical
for a B2 rating, which is important to offset the size and
business risk factors that constrain the ratings.

The $170 million term loan and the $15 million revolver are rated
B1, which is one notch above the CFR, as this class of debt
comprise all of the company's senior secured liabilities
considered under Moody's Loss Given Default ('LGD') methodology,
and is ranked above the company's unsecured non-debt liabilities
per this methodology.

Moody's believes that TLG will maintain a good liquidity position
in the near term, characterized by strong free cash flow that
should result from stable operating margins, minimal capital
investment requirements, and manageable working capital needs.
Moody's expects that the company will carry a cash balance of
approximately $20 million on close of the proposed transaction.
The proposed $15 million revolver is somewhat small though
adequately-sized for TLG's operations given limited expected
usage. This facility will be undrawn on close, and Moody's
believes it is likely that the revolver will remain undrawn over
the near term. Moody's expects the company to be compliant with
financial covenants prescribed under the credit facilities over
the near term.

The stable outlook reflects Moody's expectations of low single
digit revenue growth driven by stable demand in luxury leisure and
business travel end markets, modest deleveraging through debt
amortization payments and earnings growth, strong free cash flow
generation, as well as a maintenance of good liquidity.

Ratings or their outlook could be adjusted downward if revenue
levels decline materially due to weakness in any of its key
markets, or if the company were to face pressure on commissions or
volume from key travel suppliers. Lower ratings could also result
if the company were to undertake debt-financed acquisitions, or
implement aggressive shareholder return policies, such as a debt-
funded distribution initiative. Rating pressure could also occur
with metrics at the following levels: EBITDA margins below 20%;
Debt to EBITDA approaching 5 times; EBIT to Interest of less than
2 times; or Free Cash Flow to Debt of less than 5%.

Upward rating consideration could be warranted if the company
demonstrates steady revenue growth at improving operating margins.
The company would also need to expand its operating scope to gain
further benefits from scale and diversification, without a
material increase in debt. In particular, sustained Debt to EBITDA
of less than 3 times, EBIT to Interest in excess of 5 times and a
consistent track record of positive free cash flow generation
while maintaining robust cash reserves could warrant a ratings
upgrade.

Assignments:

Issuer: Travel Leaders Group, LLC

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B3-PD

Senior Secured Bank Credit Facility, Assigned B1 (LGD2, 28%)

Travel Leaders Group., headquartered in Plymouth, MN, manages
corporate, leisure, franchise, and consortia travel operations
under its network of diversified divisions and brands. Brands
include Tzell Travel Group, Protravel International, Nexion,
Vacation.com, Travel Leaders, Cruise Holidays, Cruise Specialists,
and Results! Travel.


UNIVAR N.V.: Bank Debt Trades at 1% Off
---------------------------------------
Participations in a syndicated loan under which Univar N.V. is a
borrower traded in the secondary market at 98.70 cents-on-the-
dollar during the week ended Friday, November 8, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.33
percentage points from the previous week, The Journal relates.
Univar N.V. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on June 30, 2017.  The bank debt
carries Moody's B2 rating and Standard & Poor's B+ rating.  The
loan is one of the biggest gainers and losers among 212 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

                         About Univar N.V.

Univar N.V. -- http://www.univarcorp.com/-- is one of the largest
distributors of industrial chemicals and providers of related
services to a diverse set of end markets in the US, Canada and
Europe.  In April 2007, the company purchased ChemCentral
Corporation, the fourth largest chemicals distributor in the US,
for a purchase price of about $650 million, which resulted in the
combined entities becoming the largest chemicals distributor in
North America.  The company had pro forma revenues (including
ChemCentral Corporation) of $8.3 billion for the LTM ended
June 30, 2007.


USEC INC: Incurs $44.3 Million Net Loss in Third Quarter
--------------------------------------------------------
USEC Inc. reported a net loss of $44.3 million on $303.8 million
of total revenue for the three months ended Sept. 30, 2013, as
compared with net income of $4.5 million on $563 million of total
revenue for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $87.2 million on $909 million of total revenue as
compared with a net loss of $116.3 million on $1.45 billion of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $1.70
billion in total assets, $2.16 billion in total liabilities and a
$462.1 million stockholders' deficit.

"Although we reported a net loss and a negative gross profit
margin, this was largely due to the significant amount of non-
production expenses related to the transition of the Paducah GDP,"
said John K. Welch, USEC president and chief executive officer.
"Without those substantial expenses, we would have reported a
gross profit for the quarter and year to date."

The Sept. 30, 2013, cash balance was $128.4 million, which
reflects repayment of the $83.2 million term loan in March 2013.

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

                         http://is.gd/ODZ4sX

                            About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012 as compared
with a net loss of $491.1 million in 2011.

PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of December 31, 2012, we had $530 million of convertible notes
outstanding.  A 'fundamental change' is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification described above did not trigger a fundamental change.
If a fundamental change occurs under the convertible notes, the
holders of the notes can require us to repurchase the notes in
full for cash.  We do not have adequate cash to repurchase the
notes.  In addition, the occurrence of a fundamental change under
the convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, the exercise of remedies
by holders of our convertible notes or lenders under our credit
facility as a result of a delisting would have a material adverse
effect on our liquidity and financial condition and could require
us to file for bankruptcy protection," according to the Company's
annual report for the year ended Dec. 31, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


UTSTARCOM HOLDINGS: Non-Binding Going Private Proposal Withdrawn
----------------------------------------------------------------
UTStarcom Holdings Corp. said that the Special Committee of its
Board of Directors has received a notice from one of the directors
of the Company, Mr. Hong Liang Lu, and entities affiliated with
him, and Shah Capital Opportunity Fund LP and Mr. Himanshu H.
Shah, that they have unanimously determined to withdraw the non-
binding going private proposal dated March 27, 2013.

The Company's Board of Directors also appointed Mr. Himanshu H.
Shah as a new director, effective Nov. 1, 2013.  Mr. Shah receives
no compensation for his directorship.  With Mr. Shah's
appointment, UTStarcom's Board of Directors will consist of eight
directors.

Mr. Shah currently serves as the founder, president and chief
investment officer of Shah Capital and he has more than twenty
years of experience in the global capital markets.  Mr. Shah
received his master of business administration degree from the
University of Akron and his bachelor of commerce degree from
Gujarat University in India.

Mr. William Wong, UTStarcom's chief executive officer, stated,
"UTStarcom is committed to continuing to execute its previously
announced strategic plan to transform the Company into a higher-
growth, more profitable business focused on providing next
generation media services and broadband equipment products."

"Also, we welcome Mr. Shah to the Board of Directors.  The full
Board looks forward to working closely together to drive our
strategic plan forward and to explore all appropriate
opportunities to maximize value for all our shareholders."

                        About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom Holdings Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F disclosing
a net loss of $35.57 million on $186.72 million of net sales for
the year ended Dec. 31, 2012, as compared with net income of
$11.77 million on $320.57 million of net sales for the year ended
Dec. 31, 2011.

The Company's balance sheet at June 30, 2013, showed $422.61
million in total assets, $249.57 million in total liabilities and
$173.03 million in total equity.


UTSTARCOM HOLDINGS: Himanshu Shah Owns 17.6% of Ordinary Shares
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Himanshu H. Shah and his affiliates disclosed
that as of Oct. 31, 2013, they beneficially owned 6,854,968
ordinary shares, par value US$0.00375 per share, of UTStarcom
Holdings Corp. representing 17.6 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/0PYoJ4

                       About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

UTStarcom Holdings reported a net loss of $35.57 million in 2012
as compared with net income of $11.77 million in 2011.  The
Company's balance sheet at June 30, 2013, showed $422.61 million
in total assets, $249.57 million in total liabilities and
$173.03 million in total equity.


VELO HOLDINGS: Fails to Stop States' Consumer Protection Query
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that direct marketer Velo Holdings Inc., renamed Velo ACU
LLC after emerging from bankruptcy reorganization in February,
didn't get to first base in trying to convince the bankruptcy
judge that investigations by attorneys general in Arkansas and
Florida amounted to a "thinly-veiled attempt to investigate"
pre-bankruptcy business practices.

According to the report, Velo wanted the two attorneys general
held in contempt for violating the Chapter 11 plan. U.S.
Bankruptcy Judge Martin Glenn in New York didn't buy the argument
and absolved the states' lawyer from accusations of violating the
plan.

After emerging from bankruptcy in February, Velo says it no longer
solicits new customers and only looks for new business from
existing customers. The two states initiated investigations in
mid-year, saying they wanted information about contacts with
customers after Velo emerged from bankruptcy in February.

Judge Glenn said the states are entitled to investigate whether
post-bankruptcy practices conform with consumer-protection law.
Judge Glenn also said he "never approved the debtors' ongoing
billing practices, which may run afoul of state deceptive
practices law."

Under the plan, first-lien lenders took ownership in exchange for
debt.

                        About Velo Holdings

V2V Corp. is a premier direct marketing services company,
providing individuals and businesses with access to a wide-variety
of consumer benefits in the United States, Canada, and the United
Kingdom.  V2V was founded in 1989 as a membership services company
that marketed its membership programs exclusively via
telemarketing and, after having nearly a decade of continued
growth, went public in 1996.  In 2007, V2V was acquired by a
consortium of private equity firms led primarily by investing
affiliates of One Equity Partners.

Norwalk, Connecticut-based Velo Holdings Inc. and various
affiliates, including V2V, filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case Nos. 12-11384 to 12-11386 and 12-11388 to 12-11398)
on April 2, 2012.  The debtor-affiliates are V2V Holdings LLC,
Coverdell & Company, Inc., V2V Corp., LN Inc., FYI Direct Inc.,
Vertrue LLC, Idaptive Marketing LLC, My Choice Medical Holdings
Inc., Adaptive Marketing LLC, Interactive Media Group (USA) Ltd.,
Brand Magnet Inc., Neverblue Communications Inc., and Interactive
Media Consolidated Inc.

Judge Martin Glenn presides over the case.  Lawyers at Dechert LLP
serve as the Debtors' counsel.  The Debtors' financial advisors
are Alvarez & Marsal Securities LLC.  The Debtors' investment
banker is Alvarez & Marsal North America, LLC.

Quinn Emanuel Urquhart & Sullivan, LLP, serves as the Debtors'
special counsel.  Epiq Bankruptcy Solutions serves as the
Debtors' claims agent.  Velo Holdings estimated $100 million to
$500 million in assets and $500 million to $1 billion in debts.
The petitions were signed by George Thomas, general counsel.

Lawyers at Willkie Farr & Gallagher LLP represent Barclays, the
First Lien Prepetition Agent and the DIP Agent.  The First Lien
Prepetition Agent and DIP Agent also has hired FTI Consulting,
Inc.  Sidley Austin LLP represents the Second Lien Prepetition
Agent.

Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Velo Holdings Inc., et al.

Velo Holdings Inc. was given signature by the bankruptcy judge on
a Jan. 23 confirmation order approving the reorganization plan for
the direct marketer.


WALTER ENERGY: Bank Debt Trades at 2% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 98.88 cents-on-
the-dollar during the week ended Friday, November 8, 2013,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents an increase
of 0.56 percentage points from the previous week, The Journal
relates.  Walter Energy Inc. pays 575 basis points above LIBOR to
borrow under the facility. The bank loan matures on March 14,
2018, and carries Moody's B3 rating and Standard & Poor's B
rating. The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                      About Walter Energy Inc

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

                            *     *     *

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


ZOGENIX INC: Incurs $10.8 Million Net Loss in Third Quarter
-----------------------------------------------------------
Zogenix, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $10.85 million on $7.16 million of total revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $19.28
million on $8.45 million of total revenue for the same period a
year ago.

For the nine months ended Sept. 30, 2013, the Company reported
a net loss of $45.24 million on $23.09 million of total revenue as
compared with a net loss of $46.74 million on $34.83 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $54.63
million in total assets, $68.52 million in total liabilities and a
$13.88 million total stockholders' deficit.

Roger Hawley, chief executive officer of Zogenix, stated, "The
recent FDA approval of Zohydro ER is a testament to the dedication
and expertise of our employees, and fulfills a critical need for
patients suffering with chronic pain.  Zohydro, the second product
that Zogenix has taken through clinical development, regulatory
review and approval, will allow us to further leverage our
established sales and marketing infrastructure.  Over the next
several months, we will focus on evaluating potential co-marketing
opportunities and completing pre-commercial activities for Zohydro
ER.  We expect to launch Zohydro ER in March 2014."

Mr. Hawley noted, "During the quarter, we continued to maintain
demand for Sumavel DosePro despite the reduction in force
announced in June that decreased the number of Zogenix sales reps
in the field.  In August, we began co-promoting Migranal, further
expanding our migraine business with another important treatment
option to offer physicians and the patients they serve."

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

                        http://is.gd/oyNCx4

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and lack of sufficient working capital which raise
substantial doubt about the Company's ability to continue as a
going concern.

Zogenix incurred a net loss of $47.38 million in 2012, as compared
with a net loss of $83.90 million in 2011.


* Defaulting Is No Waiver of Stern v. Marshall Rights
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a default judgment doesn't provide implied consent
for the entry of a final judgment in bankruptcy court on an issue
where the bankruptcy judge otherwise doesn't have final
adjudicatory power, U.S. District Judge Edgardo Ramos ruled on
Nov. 6.

According to the report, the trustee for a trust created under a
confirmed Chapter 11 plan sued in bankruptcy court alleging
fraudulent transfer claims against company insiders. None of the
defendants answered the complaint after it was served twice by
mail.

After a default judgment was entered, the defendants in substance
made a motion to vacate the default. In the process they raised a
defense about the power of the bankruptcy court under the Supreme
Court's Stern v. Marshall opinion two years ago.

The bankruptcy judge denied the motion for rehearing and entered
judgment. On appeal, the defendants won.

The trustee argued that defaulting amounted to implied consent
waiving defenses under Stern. Judge Ramos disagreed.

Judge Ramos said that courts finding waiver had cases where the
Stern defense wasn't raised until after trial and lengthy
pretrial proceedings. Thus, Judge Ramos said there was no implied
consent for entering a final judgment in bankruptcy court.

Consequently, Judge Ramos treated the bankruptcy court's rulings
as proposed findings of fact and conclusions of law, not as
final judgments reviewed under Section 158(a)(1) of the
Judiciary Code.

Judge Ramos went on to find that the default judgment should have
been vacated. He sent the case back to bankruptcy court for
further proceedings because vacating the default didn't
necessarily mean that the defendants had valid defenses defeating
the lawsuit.

The case is Ariston Properties LLC v. Messer (In re FKF3 LLC), 13-
bk-03310, U.S. Bankruptcy Court, Southern District of New York
(Manhattan).


* Web Addresses, Phone Number Aren't Estate Property
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a competitor has no standing to reopen a bankruptcy
and have the trustee sell property that wasn't scheduled and
therefore not abandoned automatically, U.S. District Judge Liam
O'Grady in Alexandria, Virginia, ruled on Nov. 7 in overturning
a decision in bankruptcy court.

According to the report, a company that ended up in Chapter 11
allegedly didn't schedule all of its property, such as computer
servers, Web addresses and telephone numbers. A competitor, after
the case was closed, filed papers to reopen the case.

The Chapter 7 trustee later held an auction where the competitor
came out on top with an offer of $28,000, outbidding officers of
the bankrupt company who had opened a business of their own using
property they believed to be abandoned.

Judge O'Grady first ruled that the competitor lacked the standing,
thus invalidating the subsequent sale.

The judge next examined individual items of property to
determine if they were or weren't scheduled and thus abandoned.

He said that servers fall within the rubric of "computers" listed
on the schedules and therefore were abandoned and beyond the
ability of the trustee to sell.

Looking to Virginia law, Judge O'Grady said that a customer has no
property interest in a Web address or phone number, thus taking
those items beyond the trustee's ability to sell. He said that
"subjective value does not equate to ownership under Virginia
law."

Even if the Web name and phone numbers were property and weren't
scheduled, they were executory contracts with the service
providers automatically rejected when they weren't assumed. Since
the underlying contracts went up in smoke, there was nothing for
the trustee to sell later.

The case is Alexandria Surveys LLC v. Alexandria Consulting Group
LLC, (In re Alexandria Surveys International LLC, 13-bk-00891,
U.S. District Court, Eastern of District Virginia (Alexandria).


* BofA Said in Settlement Talks over Credit Card Products
---------------------------------------------------------
Carter Dougherty, writing for Bloomberg News, reported that Bank
of America Corp. is negotiating with the Consumer Financial
Protection Bureau to settle allegations it deceived customers in
the sales of credit-card add-on products, according to two people
briefed on the talks.

The report related that a deal isn't imminent as the agency and
Charlotte, North Carolina-based Bank of America wrangle over the
terms of the settlement, the people said. One person said a
sticking point is the restitution the bank would pay to customers
who were charged for the products, which include credit monitoring
and debt cancellation products.

According to the report, a final agreement with Bank of America
could begin winding down an industry-wide investigation that the
consumer bureau started with its first enforcement action, against
Capital One Financial Corp. in July 2012. Capital One paid $210
million in penalties and restitution, and accepted restrictions on
how it markets the products.

Including Bank of America, the CFPB's investigation has reached
all of the top six credit-card issuers, which account for 68
percent of the market by loans outstanding, according to data
compiled by Bloomberg.

The agency also reached settlements with American Express Co.,
Discover Financial Services and JPMorgan Chase & Co., the report
related.  In March, Citigroup Inc. said it may face penalties from
U.S. regulators over the sale of the products.


* Bankruptcy Filings Show More Signs of Bottoming Out
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that bankruptcy filings in the U.S. remain on track to end
up at the fewest in five years. Statistics in October suggest
there might be an uptick in consumer bankruptcies in coming
months.

According to the report, the trend for business bankruptcies and
corporate reorganization remains down.

The approximately 90,000 bankruptcies of all types in October
brought the year's total to 892,000, a 13 percent decline from the
same period last year, according to data compiled from court
records by Epiq Systems Inc.

October's total filings were 17 percent more than September on a
daily basis, although 2.5 percent fewer than the same month in
2012.

Suggesting filings might mount in coming months, October recorded
the fourth highest this year and the most since May.

The approximately 3,500 commercial bankruptcies of all types in
October were the second-fewest in 2013 and 27 percent lower than
October 2012.

October this year had the fewest Chapter 11s of any October since
the recession. Chapter 11 is where larger companies reorganize or
sell assets. October basically tied for the fewest Chapter 11s in
2013. Chapter 11 filings can be more volatile, because one company
may file with 50 affiliates and each counts as a separate filing
statistically.

The states with the most bankruptcies per capita in October were
Tennessee, Georgia and Alabama. That order has held since earlier
this year, when Georgia replaced Alabama in second place.

Bankruptcies throughout the U.S. declined 14 percent in 2012 to
1.19 million from 1.38 million the year before.

The 2011 figure represented a 12 percent decline from the 1.56
million in 2010, the most since the record 2.1 million in 2005. In
the last two weeks before the laws tightened in 2005, 630,000
American sought bankruptcy protection.


* Moody's Says North American Telecom Bond Covenants Weakens
------------------------------------------------------------
High-yield bond covenants from North American telecommunications
companies have weakened relative to those from other non-financial
corporate sectors, Moody's Investors Service says in a new report,
"North American Telecom Bond Protection Has Deteriorated More Than
Market Peers." The deterioration suggests investors in telecom
bonds are accepting weaker protections than they were a year ago.

Fourteen telecom bonds issued since August 2012 had an average
covenant quality (CQ) score of 3.6 on Moody's five-point scale, in
which 1.0 denotes the strongest investor protections and 5.0, the
weakest. This compares with an average score of 3.1 for telecom
bonds issued before August last year.

"The overall CQ score for telecom bond covenants has weakened 17%
since August last year, while the larger universe of non-financial
company bonds weakened just 8% in the same period," says analyst
and author of the report, Mark Stodden.

Telecom deals rated B at issuance showed the biggest deterioration
across all rating categories, Stodden says, with the average CQ
score of B-rated issues declining 22% to 3.9 from 3.2 in August
2012. Covenant quality for Ba-rated and Caa-rated telco deals held
up slightly better, with their average overall CQ scores declining
by 12% and 15%, respectively. Meanwhile, for the North American
non-financial corporate sectors, lower-rated Caa issues led the
decline, falling 16%, while Ba-rated and B-rated deals only
weakened by 2% and 7%, respectively.

"The weakening of telcos' covenant quality in the past year can be
attributed to the decline in the change of control, debt
incurrence and lien components of Moody's covenant quality
scores," Stodden says. "The average score for change of control
protection for the telco sector fell by 41%, compared with 5% for
the overall market."

Investors in telco bonds have also received less debt incurrence
protection, with the average score weakening 17% versus 9% for the
overall North America market, while the score for lien protections
dropped 13% against the overall market's 5% decline.

Among telco deals, those from wireline companies offered far less
covenant protection, Moody's says. The average CQ score for the
wireline sub-sector weakened by 35% to 3.9 from 2.9 in August last
year.


* CFPB Puts Lawyers in Cross Hairs
----------------------------------
Jenna Greene, writing for The National Law Journal, reported that
if lawyers thought they'd escape scrutiny by the Consumer
Financial Protection Bureau -- think again.

The agency has filed more lawsuits against lawyers than almost any
other group, according to an analysis by The National Law Journal,
bringing six suits against legal services providers. Only the
banking industry -- also the subject of six suits by the CFPB --
was equally stung.

According to the report, the agency has asserted that debt-
collection lawyers are subject to its direct supervision,
including on-site examination of books and records.

When the consumer agency opened its doors in July 2011, banks,
mortgage companies and other lenders braced for lawsuits -- and
loudly complained about the new agency's powers. But lawyers were
quiet, seemingly unaware that they, too, could find themselves in
the CFPB's cross hairs, the report said.

It didn't take long for the consumer agency to tip its hand, the
report related.  The CFPB's first enforcement action was against
the Gordon Law Firm in Los Angeles and its founder Chance Gordon
in July 2012. Since then, suits against lawyers and law firm
support-service providers have been a major part of the CFPB's
docket.

What makes the actions so surprising is that the Dodd-Frank Act
that created the agency specifically exempts lawyers from CFPB
oversight, the report further related.  Section 1027 of the act
states that the agency "may not exercise any supervisory or
enforcement authority with respect to an activity engaged in by an
attorney as part of the practice of law."


* Cross-Border Insolvency & Chapter 11 Webinar Set for Dec. 10
--------------------------------------------------------------
Five restructuring professionals, including the Honorable Kevin J.
Carey, United States Bankruptcy Court, District of Delaware, will
define and discuss the complexity of cross-border insolvency and
Chapter 15 bankruptcy.  Joining Judge Carey will be:

   -- Thomas J. Salerno, Esq., Partner, Squire Sanders (US) LLP,
   -- Nava Hazan, Esq., Partner, Squire Sanders (US) LLP,
   -- Margot MacInnis, Managing Director, KRyS Global (Cayman
      Islands), and
   -- Michael Morrison, Partner, KPMG (Bermuda).

Ms. Hazan will lead a discussion on how Chapter 15 of the U.S.
Bankruptcy Code provides a mechanism for a company in a foreign
insolvency to seek injunctive relief against litigation in U.S.
courts or U.S. bankruptcy court assistance in the
administration and protection of its U.S. assets.

The panel will also address the topic of how Chapter 15 can be
used as a tool to bind creditors, including creditors in the
U.S., to the terms of a plan of reorganization approved by a
foreign court.

The event faculty will convene on Tuesday, December 10, 2013,
at 11:00 a.m., Eastern Time, to share their observations and
practice tips during a live 90-minute webinar.

Visit http://bankrupt.com/webinars/for more information and to
register for the webinar.


* Dodd-Frank Derivatives Momentum Threatened by Vacancies on CFTC
-----------------------------------------------------------------
Silla Brush, writing for Bloomberg News, reported that the top
U.S. derivatives regulator may dwindle to just two voting
commissioners and struggle to approve new rules unless the White
House and Senate can overcome political hurdles to fill the
vacancies by the end of the year.

According to the report, the Commodity Futures Trading Commission,
which is designed to have five members regulate trading by banks
including Goldman Sachs Group Inc. and JPMorgan Chase & Co., could
instead have only one Democrat and one Republican early next year.
The split would probably delay votes on contentious Dodd-Frank Act
regulations.

The possible gridlock comes as the agency tries to flex its powers
under the 2010 Dodd-Frank Act, which gave the commission oversight
of the $633 trillion swaps market after largely unregulated trades
helped fuel the credit crisis, the report said.

A two-member commission "creates some hurdles in terms of bringing
new significant rule changes or significant reviews," said Sharon
Brown-Hruska, who served at the CFTC from 2002 to 2006 and was
present when the agency had only two members, the report related.
More routine daily business could still proceed, said Brown-
Hruska, a visiting professor at Tulane University in New Orleans.

CFTC Chairman Gary Gensler's term expires at the end of the year,
while Bart Chilton, a Democratic commissioner, said last week that
he will also leave this year, the report further related.  A third
spot has been vacant since July when Jill E. Sommers, a
Republican, stepped down from the agency.


* Cross-Border Insolvency & Chapter 11 Webinar Set for Dec. 10
--------------------------------------------------------------
Five restructuring professionals, including the Honorable Kevin J.
Carey, United States Bankruptcy Court, District of Delaware, will
define and discuss the complexity of cross-border insolvency and
Chapter 15 bankruptcy.  Joining Judge Carey will be:

   -- Thomas J. Salerno, Esq., Partner, Squire Sanders (US) LLP,
   -- Nava Hazan, Esq., Partner, Squire Sanders (US) LLP,
   -- Margot MacInnis, Managing Director, KRyS Global (Cayman
      Islands), and
   -- Michael Morrison, Partner, KPMG (Bermuda).

Ms. Hazan will lead a discussion on how Chapter 15 of the U.S.
Bankruptcy Code provides a mechanism for a company in a foreign
insolvency to seek injunctive relief against litigation in U.S.
courts or U.S. bankruptcy court assistance in the
administration and protection of its U.S. assets.

The panel will also address the topic of how Chapter 15 can be
used as a tool to bind creditors, including creditors in the
U.S., to the terms of a plan of reorganization approved by a
foreign court.

The event faculty will convene on Tuesday, December 10, 2013,
at 11:00 a.m., Eastern Time, to share their observations and
practice tips during a live 90-minute webinar.

Visit http://bankrupt.com/webinars/for more information and to
register for the webinar.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------         ------   --------    -------
ABSOLUTE SOFTWRE   OU1 GR          126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE   ABT CN          126.4      (13.6)     (13.3)
ABSOLUTE SOFTWRE   ALSWF US        126.4      (13.6)     (13.3)
ACCELERON PHARMA   0A3 GR           48.4      (19.9)       6.2
ACCELERON PHARMA   XLRN US          48.4      (19.9)       6.2
ADVANCED EMISSIO   ADES US          87.0      (42.3)     (18.0)
ADVANCED EMISSIO   OXQ1 GR          87.0      (42.3)     (18.0)
ADVENT SOFTWARE    ADVS US         454.9     (133.8)     (83.4)
ADVENT SOFTWARE    AXQ GR          454.9     (133.8)     (83.4)
AIR CANADA-CL A    ADH GR        9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL A    AIDIF US      9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL A    AC/A CN       9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL A    ADH TH        9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    ADH1 GR       9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    AC/B CN       9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    AIDEF US      9,238.0   (3,470.0)    (452.0)
AIR CANADA-CL B    ADH1 TH       9,238.0   (3,470.0)    (452.0)
AK STEEL HLDG      AKS US        3,766.4     (211.8)     394.9
AK STEEL HLDG      AK2 GR        3,766.4     (211.8)     394.9
AK STEEL HLDG      AK2 TH        3,766.4     (211.8)     394.9
AK STEEL HLDG      AKS* MM       3,766.4     (211.8)     394.9
ALLIANCE HEALTHC   AIQ US          528.2     (131.1)      64.8
AMC NETWORKS-A     9AC GR        2,460.3     (680.1)     735.0
AMC NETWORKS-A     AMCX US       2,460.3     (680.1)     735.0
AMER AXLE & MFG    AYA GR        3,008.7     (101.6)     345.2
AMER AXLE & MFG    AXL US        3,008.7     (101.6)     345.2
AMR CORP           AAMRQ* MM    26,780.0   (7,922.0)     143.0
AMR CORP           ACP GR       26,780.0   (7,922.0)     143.0
AMR CORP           AAMRQ US     26,780.0   (7,922.0)     143.0
AMYLIN PHARMACEU   AMLN US       1,998.7      (42.4)     263.0
ANGIE'S LIST INC   ANGI US         109.7      (23.0)     (24.2)
ANGIE'S LIST INC   8AL GR          109.7      (23.0)     (24.2)
ARRAY BIOPHARMA    ARRY US         136.0      (21.9)      70.7
ARRAY BIOPHARMA    AR2 TH          136.0      (21.9)      70.7
ARRAY BIOPHARMA    AR2 GR          136.0      (21.9)      70.7
AUTOZONE INC       AZO US        6,892.1   (1,687.3)  (1,680.7)
AUTOZONE INC       AZ5 GR        6,892.1   (1,687.3)  (1,680.7)
AUTOZONE INC       AZ5 TH        6,892.1   (1,687.3)  (1,680.7)
BENEFITFOCUS INC   BNFT US          54.8      (43.9)      (3.6)
BENEFITFOCUS INC   BTF GR           54.8      (43.9)      (3.6)
BERRY PLASTICS G   BP0 GR        5,045.0     (251.0)     550.0
BERRY PLASTICS G   BERY US       5,045.0     (251.0)     550.0
BIOCRYST PHARM     BO1 GR           39.9       (9.0)      21.6
BIOCRYST PHARM     BCRX US          39.9       (9.0)      21.6
BIOCRYST PHARM     BO1 TH           39.9       (9.0)      21.6
BOSTON PIZZA R-U   BPZZF US        156.7     (108.0)      (4.2)
BOSTON PIZZA R-U   BPF-U CN        156.7     (108.0)      (4.2)
BRP INC/CA-SUB V   B15A GR       1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   BRPIF US      1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   DOO CN        1,768.0     (496.6)     (21.8)
BURLINGTON STORE   BUI GR        2,594.2     (421.3)     139.7
BURLINGTON STORE   BURL US       2,594.2     (421.3)     139.7
CABLEVISION SY-A   CVY GR        7,588.1   (5,565.5)     (14.0)
CABLEVISION SY-A   CVC US        7,588.1   (5,565.5)     (14.0)
CAESARS ENTERTAI   C08 GR       26,096.4   (1,496.8)     626.7
CAESARS ENTERTAI   CZR US       26,096.4   (1,496.8)     626.7
CAPMARK FINANCIA   CPMK US      20,085.1     (933.1)       -
CC MEDIA-A         CCMO US      15,296.5   (8,289.2)   1,259.4
CENTENNIAL COMM    CYCL US       1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US        1,186.2     (503.8)     164.1
CHOICE HOTELS      CZH GR          555.7     (484.7)      79.2
CHOICE HOTELS      CHH US          555.7     (484.7)      79.2
CIENA CORP         CIEN TE       1,727.4      (83.2)     763.4
CIENA CORP         CIE1 TH       1,727.4      (83.2)     763.4
CIENA CORP         CIE1 GR       1,727.4      (83.2)     763.4
CIENA CORP         CIEN US       1,727.4      (83.2)     763.4
COMVERSE INC       CNSI US         844.8       (9.4)      (6.1)
COMVERSE INC       CM1 GR          844.8       (9.4)      (6.1)
DIAMOND RESORTS    DRII US       1,073.5      (81.3)     682.4
DIAMOND RESORTS    D0M GR        1,073.5      (81.3)     682.4
DIRECTV            DTV US       20,921.0   (5,688.0)     622.0
DIRECTV            DTV CI       20,921.0   (5,688.0)     622.0
DIRECTV            DIG1 GR      20,921.0   (5,688.0)     622.0
DOMINO'S PIZZA     EZV TH          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     EZV GR          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     DPZ US          468.5   (1,322.2)      76.9
DUN & BRADSTREET   DNB US        1,838.5   (1,188.4)    (174.3)
DUN & BRADSTREET   DB5 TH        1,838.5   (1,188.4)    (174.3)
DUN & BRADSTREET   DB5 GR        1,838.5   (1,188.4)    (174.3)
DYAX CORP          DY8 GR           70.6      (38.8)      41.0
DYAX CORP          DYAX US          70.6      (38.8)      41.0
EASTMAN KODAK CO   KODK US       3,815.0   (3,153.0)    (785.0)
EASTMAN KODAK CO   KODN GR       3,815.0   (3,153.0)    (785.0)
EVERYWARE GLOBAL   EVRY US         340.7      (53.6)     134.8
FAIRPOINT COMMUN   FRP US        1,606.4     (400.5)      19.6
FERRELLGAS-LP      FEG GR        1,356.0      (86.6)     (21.3)
FERRELLGAS-LP      FGP US        1,356.0      (86.6)     (21.3)
FIFTH & PACIFIC    FNP US          846.2     (213.7)     (64.6)
FIFTH & PACIFIC    LIZ GR          846.2     (213.7)     (64.6)
FIREEYE INC        FEYE US         139.5      (45.0)     (13.1)
FIREEYE INC        F9E GR          139.5      (45.0)     (13.1)
FOREST OIL CORP    FST US        1,913.7      (67.4)    (129.4)
FOREST OIL CORP    FOL GR        1,913.7      (67.4)    (129.4)
FREESCALE SEMICO   1FS TH        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   1FS GR        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   FSL US        3,819.0   (4,526.0)   1,239.0
GENCORP INC        GY US         1,750.4     (142.6)     111.1
GENCORP INC        GCY TH        1,750.4     (142.6)     111.1
GENCORP INC        GCY GR        1,750.4     (142.6)     111.1
GLG PARTNERS INC   GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C   6GB GR          576.5      (37.0)     286.9
GLOBAL BRASS & C   BRSS US         576.5      (37.0)     286.9
GOLD RESERVE INC   GRZ CN           23.7       (0.1)     (17.3)
GOLD RESERVE INC   GDRZF US         23.7       (0.1)     (17.3)
GRAHAM PACKAGING   GRM US        2,947.5     (520.8)     298.5
HCA HOLDINGS INC   2BH GR       27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC   2BH TH       27,934.0   (7,485.0)   1,771.0
HCA HOLDINGS INC   HCA US       27,934.0   (7,485.0)   1,771.0
HD SUPPLY HOLDIN   5HD GR        6,587.0     (753.0)   1,281.0
HD SUPPLY HOLDIN   HDS US        6,587.0     (753.0)   1,281.0
HOVNANIAN ENT-A    HOV US        1,664.1     (467.2)     950.2
HOVNANIAN ENT-A    HO3 GR        1,664.1     (467.2)     950.2
HOVNANIAN ENT-B    HOVVB US      1,664.1     (467.2)     950.2
HUGHES TELEMATIC   HUTCU US        110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US         110.2     (101.6)    (113.8)
IMMUNE PHARMACEU   IMNP BY           1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   EPCTSEK EU        1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP SS           1.0      (16.2)      (8.9)
INFOR US INC       LWSN US       6,202.6     (476.4)    (417.5)
INSYS THERAPEUTI   NPR1 GR          22.2      (63.5)     (70.0)
INSYS THERAPEUTI   INSY US          22.2      (63.5)     (70.0)
IPCS INC           IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU   JE CN         1,505.7     (215.4)     (97.4)
JUST ENERGY GROU   JE US         1,505.7     (215.4)     (97.4)
JUST ENERGY GROU   1JE GR        1,505.7     (215.4)     (97.4)
L BRANDS INC       LTD TH        6,072.0     (861.0)     613.0
L BRANDS INC       LTD US        6,072.0     (861.0)     613.0
L BRANDS INC       LTD GR        6,072.0     (861.0)     613.0
LDR HOLDING CORP   LDRH US          78.7       (0.6)       9.6
LEE ENTERPRISES    LEE US          989.0     (102.6)     (11.9)
LIN MEDIA LLC      LIN US        1,221.8      (63.5)     (97.2)
LIN MEDIA LLC      L2M GR        1,221.8      (63.5)     (97.2)
LIN MEDIA LLC      L2M TH        1,221.8      (63.5)     (97.2)
LORILLARD INC      LLV TH        3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LLV GR        3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LO US         3,555.0   (2,042.0)   1,297.0
MACROGENICS INC    MGNX US          42.2      (10.9)       9.9
MACROGENICS INC    M55 GR           42.2      (10.9)       9.9
MANNKIND CORP      MNKD US         212.4     (152.4)    (234.6)
MANNKIND CORP      NNF1 TH         212.4     (152.4)    (234.6)
MANNKIND CORP      NNF1 GR         212.4     (152.4)    (234.6)
MARRIOTT INTL-A    MAQ GR        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAR US        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAQ TH        6,480.0   (1,409.0)    (776.0)
MARRONE BIO INNO   MBII US          25.6      (47.8)     (12.8)
MDC PARTNERS-A     MDZ/A CN      1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MD7A GR       1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MDCA US       1,365.7      (40.1)    (211.1)
MEDIA GENERAL-A    MEG US          749.9     (217.2)      36.8
MERITOR INC        MTOR US       2,477.0   (1,059.0)     278.0
MERITOR INC        AID1 GR       2,477.0   (1,059.0)     278.0
MONEYGRAM INTERN   MGI US        4,923.2     (116.3)      49.2
MORGANS HOTEL GR   MHGC US         580.7     (163.7)       9.9
MORGANS HOTEL GR   M1U GR          580.7     (163.7)       9.9
MPG OFFICE TRUST   MPG US        1,280.0     (437.3)       -
NATIONAL CINEMED   NCMI US         952.5     (224.6)     128.8
NATIONAL CINEMED   XWM GR          952.5     (224.6)     128.8
NAVISTAR INTL      IHR TH        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      NAV US        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR GR        8,241.0   (3,933.0)   1,329.0
NEKTAR THERAPEUT   NKTR US         412.8      (40.5)     144.1
NEKTAR THERAPEUT   ITH GR          412.8      (40.5)     144.1
NYMOX PHARMACEUT   NY2 TH            1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NYMX US           1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NY2 GR            1.4       (6.9)      (2.7)
OCI PARTNERS LP    OCIP US         438.9     (122.9)      72.2
OMEROS CORP        OMER US          23.1      (12.3)      10.4
OMEROS CORP        3O8 GR           23.1      (12.3)      10.4
OMTHERA PHARMACE   OMTH US          18.3       (8.5)     (12.0)
OPHTHTECH CORP     OPHT US          40.2       (7.3)      34.3
OPHTHTECH CORP     O2T GR           40.2       (7.3)      34.3
PALM INC           PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN   PDLI US         401.4       (1.3)      46.7
PDL BIOPHARMA IN   PDL TH          401.4       (1.3)      46.7
PDL BIOPHARMA IN   PDL GR          401.4       (1.3)      46.7
PHILIP MORRIS IN   PM1EUR EU    36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1 TE       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM FP        36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 TH       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 GR       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1CHF EU    36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PMI SW       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM US        36,795.0   (5,908.0)      (2.0)
PHILIP MRS-BDR     PHMO34 BZ    36,795.0   (5,908.0)      (2.0)
PLAYBOY ENTERP-A   PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US       1,102.0      (70.2)     194.4
PLY GEM HOLDINGS   PG6 GR        1,102.0      (70.2)     194.4
PROTALEX INC       PRTX US           2.0       (7.6)      (0.5)
PROTECTION ONE     PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US         474.4      (42.0)      99.0
QUINTILES TRANSN   Q US          2,842.0     (712.0)     382.8
QUINTILES TRANSN   QTS GR        2,842.0     (712.0)     382.8
RE/MAX HOLDINGS    RMAX US         238.1      (23.7)      31.5
RE/MAX HOLDINGS    2RM GR          238.1      (23.7)      31.5
REGAL ENTERTAI-A   RETA GR       2,608.4     (697.9)     (21.2)
REGAL ENTERTAI-A   RGC US        2,608.4     (697.9)     (21.2)
RENAISSANCE LEA    RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC       PRM US          208.0      (91.7)       3.6
REVLON INC-A       RVL1 GR       1,259.4     (619.8)     192.4
REVLON INC-A       REV US        1,259.4     (619.8)     192.4
RINGCENTRAL IN-A   3RCA GR          48.5      (20.7)     (22.8)
RINGCENTRAL IN-A   RNG US           48.5      (20.7)     (22.8)
RITE AID CORP      RAD US        7,169.0   (2,317.9)   1,943.6
RITE AID CORP      RTA GR        7,169.0   (2,317.9)   1,943.6
RURAL/METRO CORP   RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL   SBH US        1,925.8     (294.4)     503.5
SALLY BEAUTY HOL   S7V GR        1,925.8     (294.4)     503.5
SILVER SPRING NE   9SI TH          513.9      (88.9)      76.3
SILVER SPRING NE   9SI GR          513.9      (88.9)      76.3
SILVER SPRING NE   SSNI US         513.9      (88.9)      76.3
SUNESIS PHARMAC    RYIN TH          50.6       (5.8)      15.3
SUNESIS PHARMAC    RYIN GR          50.6       (5.8)      15.3
SUNESIS PHARMAC    SNSS US          50.6       (5.8)      15.3
SUNGAME CORP       SGMZ US           0.2       (2.0)      (2.0)
SUPERVALU INC      SVU US        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SJ1 TH        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SJ1 GR        4,738.0   (1,031.0)     154.0
TAUBMAN CENTERS    TCO US        3,438.8     (211.5)       -
TAUBMAN CENTERS    TU8 GR        3,438.8     (211.5)       -
THRESHOLD PHARMA   NZW1 GR         104.5      (25.2)      80.0
THRESHOLD PHARMA   THLD US         104.5      (25.2)      80.0
TOWN SPORTS INTE   T3D GR          408.9      (40.4)      (3.9)
TOWN SPORTS INTE   CLUB US         408.9      (40.4)      (3.9)
TROVAGENE INC-U    TROVU US          9.6       (2.5)       7.1
ULTRA PETROLEUM    UPL US        2,062.9     (441.1)    (266.6)
ULTRA PETROLEUM    UPM GR        2,062.9     (441.1)    (266.6)
UNISYS CORP        UIS US        2,237.7   (1,509.9)     411.6
UNISYS CORP        UIS1 SW       2,237.7   (1,509.9)     411.6
UNISYS CORP        UISCHF EU     2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 GR       2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 TH       2,237.7   (1,509.9)     411.6
UNISYS CORP        UISEUR EU     2,237.7   (1,509.9)     411.6
VECTOR GROUP LTD   VGR GR        1,121.0     (192.6)     316.7
VECTOR GROUP LTD   VGR US        1,121.0     (192.6)     316.7
VENOCO INC         VQ US           695.2     (258.7)     (39.2)
VERISIGN INC       VRS TH        2,330.0     (493.8)      97.7
VERISIGN INC       VRS GR        2,330.0     (493.8)      97.7
VERISIGN INC       VRSN US       2,330.0     (493.8)      97.7
VIRGIN MOBILE-A    VM US           307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS    WW6 GR        1,408.2   (1,509.4)     (79.8)
WEIGHT WATCHERS    WTW US        1,408.2   (1,509.4)     (79.8)
WEST CORP          WSTC US       3,480.7     (782.6)     349.0
WEST CORP          WT2 GR        3,480.7     (782.6)     349.0
WESTMORELAND COA   WLB US          939.8     (280.3)       4.1
WESTMORELAND COA   WME GR          939.8     (280.3)       4.1
XERIUM TECHNOLOG   XRM US          600.8      (35.1)     123.8
XOMA CORP          XOMA US          76.9      (16.9)      46.5
XOMA CORP          XOMA GR          76.9      (16.9)      46.5
XOMA CORP          XOMA TH          76.9      (16.9)      46.5


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***