TCR_Public/131113.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

          Wednesday, November 13, 2013, Vol. 17, No. 315


                            Headlines

250 AZ: Files First Amended Disclosure Statement
364 N.B.E.: Voluntary Chapter 11 Case Summary
37 FAIRINN: Assets to Be Sold at Trustee's Sale on Nov. 25
ADVANTAGE RENT A CAR: Seeks Final Approval of $36-Mil. Credit Line
AEMETIS INC: Incurs $8.3 Million Net Loss in Third Quarter

AFFINION GROUP: S&P Lowers CCR to 'CC' on Exchange Offer
AFFYMAX INC: Incurs $1.7 Million Net Loss in Third Quarter
ALLY FINANCIAL: Files Form 10-Q, Posts $91MM Net Income in Q3
AMERICAN AIRLINES: Reaches Settlement on Merger Lawsuit
AMERICAN AIRLINES: TWU Lauds DOJ Settlement on US Airways Merger

AMERICAN AIRLINES: Sees Key Passenger Metric Rise 6.6% in October
AMERICAN AXLE: Proposes to Offer $200 Million Notes Due 2019
AMERICAN CASINO: S&P Hikes CCR to 'B+' Following Refinancing
AMERICAN HERITAGE: S&P Affirms BB- Education Revenue Bonds Rating
APPVION INC: Posts $6.5 Million Net Income in Third Quarter

APPVION INC: Proposes to Amend $435 Million Credit Agreement
ARCAPITA BANK: Prominent Saudi Family Sues Over Stock Sale
BELL 660: Assets to Be Auctioned Off Dec. 19
BERKELEY, MO: S&P Lowers Certs of Participation Rating to 'BB+'
BIG SANDY: Has Jan. 7 Hearing to Confirm Liquidating Ch. 11 Plan

BIOEXX SPECIALTY: CCAA Stay Extended to Dec. 2
BIOEXX SPECIALTY: Romspen May Foreclose on Saskatoon Facility
BIOFUEL ENERGY: Thomas Edelman Held 4.9% Stake at Nov. 5
CAPMARK FINANCIAL: Earns $8.8 Mil. in Nine Months Ended Sept. 30
CARL'S PATIO: Oct. 29, 2013 Effective Date for Committee Plan

CBS I: Files Fourth Amended Disclosure Statement
CEDAR FAIR LP: S&P Raises CCR to 'BB'; Outlook Stable
CHOICE BUILDING: Case Summary & 20 Largest Unsecured Creditors
CONSOLIDATED CAPITAL: Highcrest Townhomes Sold for $20.2 Million
CROSSTEX ENERGY: Moody's Corrects Text on Oct. 21 Release

DETROIT, MI: Ambac Files Suit Over General Obligation Bonds
DETROIT, MI: Bond Insurers Sue for 'Unlawfully Diverting' Taxes
DOABA MOTEL: Trustee's Sale of Assets Set for Dec. 23
DOLE FOOD: S&P Lowers CCR to 'B-' Over Management Buyout
DUMA ENERGY: Sells 1.8 Million Shares to Settle $3.6 Million Debt

DUNE ENERGY: Incurs $30.4 Million Net Loss in Third Quarter
EDISON MISSION: Reports $448-Mil. Net Loss in Third Quarter
ELEPHANT TALK: Files Copy of Investor Presentation with SEC
ENGLOBAL CORP: Expands Contract with Department of Defense
EXIDE TECHNOLOGIES: Report $39.9-Mil. Net Loss in Sept. 30 Quarter

FIBERTOWER CORP: Plan Disclosures Revised for FCC Approval
FREESEAS INC: Issues Add'l 6.3-Mil. Settlement Shares to Crede
FRIENDFINDER NETWORKS: Can Employ BMC as Administrative Advisor
FRIENDFINDER NETWORKS: Can Employ Akerman as Conflicts Counsel
FRIENDFINDER NETWORKS: Can Employ Greenberg Traurig as Counsel

FURNITURE BRANDS: Delays Filing of Form 10-Q for Sept. 28 Quarter
FURNITURE BRANDS: Royce No Longer Owns Shares as of Aug. 31
GLOBAL AVIATION: Files Voluntary Chapter 11 Bankruptcy Petition
GLOBAL AVIATION: Case Summary & 20 Largest Unsecured Creditors
GOOD SAM: Has Cash Tender Offer for 11.50% Sr. Secured Notes

GROEB FARMS: March 31 Set as Governmental Unit's Bar Date
HAWAII OUTDOOR: Creditors Committee Has Opposition to Sale
HAWAII OUTDOOR: Sole Shareholder KDC Has Full-Payment Plan
HAZEL INVESTMENTS: Voluntary Chapter 11 Case Summary
HD SUPPLY: Reports $720 Million Net Sales in August

HIGH MAINTENANCE: Nov. 14 Hearing on Exclusivity Extension
HORIZON LINES: Posts $4.1 Million Net Income in 3rd Quarter
HOSPITALITY STAFFING: Has Court Clearance to Auction Assets Dec. 6
INFINIA CORP: Creditors' Panel Hires Parsons Behle as Counsel
INFINIA CORP: Has Final OK to Obtain $5.4-Mil. in DIP Financing

INFINITY ENERGY: Reports $15K Net Income for Q3 Ended Sept. 30
INFINITY ENERGY: Incurs $639,000 Net Loss in Third Quarter
INSPIREMD INC: Files Copy of Slide Presentation with SEC
INFUSYSTEM HOLDINGS: To Issue Third Quarter Results on Nov. 12
INT'L FOREIGN EXCHANGE: Hires CDG Group to Provide CFO

INT'L FOREIGN EXCHANGE: Files List of Top Unsecured Creditors
ISC8 INC: Has New Streamlined Capital Structure
JOURNAL REGISTER: Schneller Asks Court to Reconsider Plan Order
K-V PHARMACEUTICAL: Appoints Janet Vergis to Board of Directors
KEMET CORP: Files Form 10-Q, Incurs $13.1MM Net Loss in Q2

LEHMAN BROTHERS: Cowen's Funds Expect to Recover LBIE Claims
LEVEL 3: Files Form 10-Q, Incurs $21 Million Net Loss in Q3
LIBERACE FOUNDATION: Plan Outline Hearing Continued Until Nov. 13
LIFE CARE: Plan Deadline Moved to Feb. 14; In Talks With Creditors
LONE PINE: Proofs of Claim Due Today

LONGVIEW POWER: Asks OK for $150MM Secured Priming DIP Financing
MAXCOM TELECOMUNICACIONES: Raises US$119.7-Mil. in Capital
MAXIM CRANE: S&P Rates New $325 Million 2nd Lien Term Loan 'B'
METRO AFFILIATES: Employs Akin Gump as Bankruptcy Counsel
MI PUEBLO: Needs More Time to Decide on Headquarters Lease

MILLER AUTO: Huron Helps Secure New $18MM Revolving Credit Line
MONARCH COMMUNITY: Incurs $754,000 Net Loss in Third Quarter
MONTANA ELECTRIC: Fergus Coop Wants Chapter 11 Trustee Removed
MOONLIGHT BASIN: Regulatory Approval of Asset Sale Sought
MOORE FREIGHT: Has Until Jan. 21 to Solicit Plan Votes

NASSAU TOWER: FNA and Pro Cap Object to Plan of Reorganization
NATURAL MOLECULAR: U.S. Trustee Appoints 5-Member Committee
NATURAL MOLECULAR: Schedules Filing Deadline Extended to Nov. 20
NEWPAGE HOLDINGS: Reports $21-Mil. Net Income in Third Qtr.
NEXT 1 INTERACTIVE: Appointment of President and COO Ratified

NNN 3500: Counsel Hires Appraisal Unlimited as Expert
NNN 3500: Taps Mubeen Aliniazee as CRO
NNN 3500: CWCapital Wants Chapter 11 Cases Dismissed
NNN 3500: CWCapital Wants Stay Lifted to Enforce Rights
NNN 3500: CWCapital Objects to FAST-TRAK's Lift Stay Motion

NORTH MOUNTAIN COMMERCIAL: Trustee's Sale Set for Dec. 6
NORTHERN BEEF: Sale Hearing Scheduled for Nov. 14
ORMET CORP: Can Continue Operations Through Month's End
OVERLAND STORAGE: Has Investor Call on Tandberg Transaction
PANACHE BEVERAGE: Reincorporates as a Delaware Corporation

PATRIOT COAL: Court Schedules Dec. 17 Plan Confirmation Hearing
PATRIOT COAL: Incurs $124.9-Mil. Net Loss in Third Quarter
PATRIOT COAL: Inks Settlement Agreements With Peabody and Arch
PATRIOT COAL: Expects to Emerge from Bankruptcy in December
PEM THISTLE: Assets to Be Auctioned Off Dec. 20

PHYSIOTHERAPY ASSOCIATES: Files for Chapter 11 Bankruptcy
PHYSIOTHERAPY ASSOCIATES: Files Chapter 11 Bankruptcy Petition
POINSETTIA DRIVE: Assets to Be Sold at Nov. 13 Auction
PRIMCOGENT SOLUTIONS: Erchonia Wants Ch. 7, Not Dismissal
PROGRESSIVE WASTE: Moody's Ba1 CFR Unaffected by Debt Repricing

PULSE ELECTRONICS: Incurs $7.6 Million Net Loss in 3rd Quarter
QBEX ELECTRONICS: Files 5th Motion to Extend Plan Exclusivity
QUICKSILVER RESOURCES: Posts $10.6 Million Net Income in Q3
RADIAN GROUP: Posts Net Loss of $12.7-Mil. in Third Quarter
REAL ESTATE HOLDINGS: 6 Units at Airpark Partners Condo for Sale

RENAISSANCE ORANGE: Voluntary Chapter 11 Case Summary
REVSTONE INDUSTRIES: Court Appoints Stuart Maue as Fee Examiner
RUBY TUESDAY: Moody's Lowers Rating on $250MM Notes to 'Caa1'
S&P PHOENIX: Public Auction of Assets Set for Dec. 23
SEACOR HOLDINGS: S&P Rates $200MM Convertible Notes 'BB-'

SECUREALERT INC: Sapinda Asia Held 39.8% Stake at Sept. 30
SEVEN COUNTIES: Deming Malone to Prepare Report on Benefit Plans
SHELBOURNE NORTH WATER: Developer Agrees to Put Project to Ch. 11
SLC HOSPITALITY: Voluntary Chapter 11 Case Summary
SOJOURNER INVESTMENT: Has Until Nov. 30 to File Schedules

SPECTRASCIENCE INC: Inks Subscription Agreements with 2 Investors
STELLAR BIOTECHNOLOGIES: Grants 495,000 Stock Options to D&Os
STEREOTAXIS INC: Ex-Rights Date for Rights Offering on Nov. 4
SUNTECH POWER: Gives Update Regarding Restructuring Process
TGGT HOLDINGS: S&P Raises Issue-Level Rating to 'B+'

THERAPEUTICSMD INC: Incurs $7.7-Mil. Net Loss in Third Quarter
TMT GROUP: Bankruptcy Judge Orders Mediation
TRAINOR GLASS: Wants Cash Collateral End Date Extended to Jan. 15
TRAINOR GLASS: Chapter 11 Plan Defective, Says WARN Class Claimant
TRAINOR GLASS: Bond Safeguard Balks at Plan's Improper Releases

U.S. CONCRETE: Moody's Assigns B3 CFR & Rates $200MM Notes Caa1
U.S. CONCRETE: S&P Assigns 'B' CCR & Rates $200MM Notes 'B'
UNIFIED 2020: Amends Plan; Has $23.5MM Stalking Horse Offer
UNIFIED 2020: Gets Sixth Interim Order to Use Cash Collateral
UNIFIED 2020: Nov. 14 Initial Hearing on Bank's Stay Relief Bid

UNIVERSAL HEALTH: Settlement Agreement With BankUnited Approved
USEC INC: Incurs $44.3 Million Net Loss in Third Quarter
VALENCE TECHNOLOGY: VP Sales R. Adleman Resigns Effective Nov. 30
WESTERN FUNDING: Judge to Hold Hearing on Case Dismissal Nov. 13
WOOTON GROUP: Simon Replies to Opposition to Hayes Motion

WORLD IMPORTS: Committee Can Retain Fox Rothschild as Counsel
WORLD IMPORTS: Can Access Banks' Cash Collateral Until Nov. 15
WPCS INTERNATIONAL: Amends December 2012 Convertible Notes
YSC INC: Court Okays Hiring of Danielle Kim as Accountant

* Hedge Funds Are Muscling Into Munis
* Moody's: Homebuilding Sector Outlook Positive Despite Slowdown
* Business Owners See Signs of Economic Recovery in Chicago

* Tiger Group Appoints Michael McGrail as Chief Operating Officer

* Upcoming Meetings, Conferences and Seminars


                            *********


250 AZ: Files First Amended Disclosure Statement
------------------------------------------------
250 AZ, LLC, filed a First Amended Disclosure Statement for its
First Amended Plan of Reorganization dated Nov. 4, 2013.

The First Amended Disclosure Statement updates information on the
Debtor's case including data on Chiquita Center and the litigation
Columbia Development Corporation vs. City of Cincinnati, et al.,
Case No. A1201721.

The First Amended Disclosure Statement also modifies language on
the summary of the Plan.  According to the Disclosure Statement,
the development parcels held by the Debtor are at the juncture of
becoming marketable and sustainable once the conditional zoning
issues are resolved.  It will be necessary for the Debtor to
provide, and it intends to provide, a subsidy to the Claim of the
first mortgage holder during the first 18 months of the Plan as it
develops the ground leasing program or build to suit program that
will be attractive for these parcels.  The Debtor also during the
time period necessary to complete the development of the Quick
Trip store and negotiate new leases or buildings on the other
parcels subsequent to obtain permanent zooming on the property on
the corner of La Cholla and Magee in Tucson.

The Plan is paying the allowed secured claim of the first mortgage
holder on each rental property and on the development parcels.

Under the Plan, in addition to the payments of the allowed secured
claims, the Debtor will pay to the Class 15 unsecured creditors
who file timely proofs of claim a Pro Rata share of the funds paid
to that class.  The Debtor is paying a minimum of $10,000 to the
Class 15 General Unsecured crediors per year over the five year
period of the Plan.  Those creditors would receive nothing in a
liquidation, according to the Debtor.

The Debtor is represented by:

    BREEN OLSON & TRENTON, LLP
    Dennis M Breen, III, Esq.
    John E Olson, Esq.
    4720 North Oracle Road, Suite 100
    Tucson, AZ 85705
    Tel: (520) 742-0808
    E-mail: John@botlawfirm.com
            Dennis@botlawfirm.com

A full-text copy of the First Amended Disclosure Statement dated
Nov. 4, 2013, is available for free at:

             http://bankrupt.com/misc/250_AZ_1ds.pdf

                        About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., and John
E. Olson, Esq. at Breen Olson & Trenton, LLP as counsel.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


364 N.B.E.: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 364 N.B.E. Corp.
        159 Adelphi Street
        Brooklyn, NY 11205

Case No.: 13-46771

Chapter 11 Petition Date: November 11, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Nancy Hershey Lord

Debtor's Counsel: Scott Markowitz, Esq.
                  TARTER KRINSKY & DROGIN LLP
                  1350 Broadway, 11th Floor
                  New York, NY 10018
                  Tel: (212) 216-8000
                  Fax: 212-216-8001
                  Email: smarkowitz@tarterkrinsky.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Nadav Ben-Eliezer, president.

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


37 FAIRINN: Assets to Be Sold at Trustee's Sale on Nov. 25
----------------------------------------------------------
Real property assets of 37 FairInn Tucson LLC will be sold to the
highest bidder at a public auction slated for Nov. 25, at 11:30
a.m.  The auction will be held at the East entrance of the New
Courts Building in Tucson, Arizona.

The assets consist of Lot 4, of Tucson Airport Plaza, a
subdivision of Pima County, in Arizona, as well as buildings,
fixtures, other personal properties and easement rights.

The assets serve as collateral to debt owed to the beneficiary,
U.S. Bank N.A., as trustee, successor-in-interest to Bank of
America N.A., as trustee, successor to Wells Fargo Bank N.A., as
trustee, for the registered holders of CD 2006-CD2 Commercial
Mortgage Pass-Through Certificates c/o C-III Asset Management LLC.
The original principal balance is $4,750,000.

Michelle Ghidotti Gonsalvez, Esq., is assisting U.S. Bank, as
beneficiary, to collect the debt.

The Trustee may be reached at:

     Michelle Ghidotti Gonsalvez, Esq.
     THE LAW OFFICES OF MICHELLE GHIDOTTI
     5120 E. La Palma Ave., Ste. 206
     Anaheim Hills, CA  92807
     Telephone: (949) 354-2601
     Sales Line: 714-573-1965
     Reinstatement Line: 714-508-7373
     E-mail: mghidotti@ghidottilaw.com
     http://www.priorityposting.com/


ADVANTAGE RENT A CAR: Seeks Final Approval of $36-Mil. Credit Line
------------------------------------------------------------------
Franchise Services of North America Inc. on Nov. 8 provided the
following update on the previously-announced bankruptcy
proceedings of the Company's wholly-owned subsidiary, Simply
Wheelz LLC, which does business as Advantage Rent A Car, in the
United States Bankruptcy Court for the Southern District of
Mississippi.

On November 7, 2013, the Court entered interim orders authorizing
Simply Wheelz to, among other things: (i) make payments to certain
critical vendors, (ii) assume executory contracts with certain
online travel agents, (iii) honor prepaid reservations from its
customers, (iv) pay employee and independent contractor wages and
associated taxes and benefits, and (v) make certain airport
concession payments, in each case in accordance with the terms and
conditions of the respective order.

On November 8, 2013, the Court entered an interim order approving
a US$20 million line of credit facility for Simply Wheelz.

Simply Wheelz is scheduled to appear before the Court on
December 3, 2013 to request final approval of a $36 million line
of credit and other matters approved to date.

                           About FSNA

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

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

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

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


AEMETIS INC: Incurs $8.3 Million Net Loss in Third Quarter
----------------------------------------------------------
Aemetis, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $8.28 million on $56.68 million of revenues for the three
months ended Sept. 30, 2013, as compared with net income of $20.66
million on $53.40 million of revenues for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $27.69 million on $123.46 million of revenues as
compared with net income of $2.55 million on $141.88 million of
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $93.38
million in total assets, $110.06 million in total liabilities and
a $16.68 million total stockholders' deficit.

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

                        http://is.gd/zwlEyG

                           About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.

McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about Aemetis, Inc.'s ability to continue as a going concern
following the annual results for the year ended Dec. 31, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations and its cash flows from
operations are not sufficient to cover debt service requirements.

The Company reported a net loss of $4.3 million on $189.0 million
of revenues in 2012, compared with a net loss of $18.3 million on
$141.9 million of revenues in 2011.  As of June 30, 2013, the
Company had $96.54 million in total assets, $107.01 million in
total liabilities, and a $10.47 million total stockholders'
deficit.


AFFINION GROUP: S&P Lowers CCR to 'CC' on Exchange Offer
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Affinion Group Holdings Inc. to 'CC' from 'CCC+'.
The rating outlook is negative.

At the same time, S&P lowered its issue-level ratings on Affinion
Group Holdings' 11.625% senior notes due 2015 and Affinion Group
Inc.'s 11.5% senior subordinated notes due 2015 to 'CC' from
'CCC-'.  The recovery rating on this debt remains '6', indicating
S&P's expectation for negligible (0%-10%) recovery for noteholders
in the event of a payment default.

In addition, S&P placed its issue-level rating on Affinion Group
Inc.'s senior secured credit facility and 7.875% senior notes due
2018 on CreditWatch with negative implications.

If the company is unsuccessful in completing the exchange offer,
S&P will likely raise the corporate to 'CCC' from 'CC', which
would result in the ratings on the unaffected issues being lowered
by one notch, given its current recovery ratings on the issues.

The rating downgrade follows Affinion Group Holdings' announcement
that it is offering to exchange its 11.625% senior notes due 2015
and its operating subsidiary Affinion Group Inc.'s 11.5% senior
subordinated notes due 2015 for debt due in 2018.  If the company
completes the transaction, S&P would view it as distressed and
tantamount to a default, given Affinion Group Holdings' limited
ability to service its November 2014 interest payment and
refinance $680 million of debt due 2015.  If the alternative to
such tenders is a general default, investors or counterparties
could fare even worse, and S&P believes that this possibility may
motivate them to accept the offer.

The company is offering to exchange Affinion Group Inc.'s 11.5%
senior subordinated notes due 2015 for 13.5% notes due 2018 issued
by a newly created holding company, Affinion Investments LLC, at
an exchange rate of 102% of face value.  The company is also
offering to exchange the 11.625% senior unsecured notes due 2015
at Affinion Group Holdings for 14.5% pay-in-kind notes due 2018 at
a rate of 100% of face value, with warrants for common equity.

In addition, the company is proposing to amend its senior secured
credit facility to permit the transaction, relax the secured
leverage financial covenant, and remove the term loan springing
maturity provision.

Upon completion of the tender, S&P would lower the corporate
credit rating to 'SD' (selective default) and the tendered issue-
level ratings to 'D'.  As soon as possible thereafter, S&P will
reassess Affinion Group's post-transaction capital structure.  It
is S&P's preliminary expectation that, in the event the tender
offers are completed, it would not raise the corporate credit
rating higher than the previous 'CCC+' level.  S&P acknowledges
that the transaction addresses near-term liquidity and debt
maturity concerns and reduces cash interest expense.  However, S&P
remains concerned about the company's ability to reverse weak
operating performance in light of pressure on its domestic
membership business from financial institution reregulation and
the viability of the company's highly leveraged capital structure,
despite growth in its smaller loyalty products business and
international operations.


AFFYMAX INC: Incurs $1.7 Million Net Loss in Third Quarter
----------------------------------------------------------
Affymax, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.69 million on $0 of total revenue for the three months ended
Sept. 30, 2013, as compared with a net loss of $24.63 million on
$13.60 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 $12.99 million on $1.36 million of total revenue as
compared with a net loss of $25.14 million on $79.57 million of
total revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $15.54
million in total assets, $16.41 million in total liabilities and a
$869,000 total stockholders' deficit.

                        Bankruptcy Warning

"We have experienced significant operating losses since inception.
We expect to continue to incur operating losses.  Our only source
of potential proceeds are milestone payments from Takeda related
to a reintroduction of OMONTYS which is highly uncertain.  We may
never generate additional revenues and, even if we do generate
revenue in the future, we may never achieve or sustain
profitability.

"If Takeda is unable to identify quickly the causes of the OMONTYS
safety concerns or raise additional funds when required or on
acceptable terms, we may have to:

   * discontinue operations;

   * relinquish some or all of our existing rights to OMONTYS
     milestones, royalties or other existing rights; or

   * pursue alternatives such as sale of the Company or its
     assets, a corporate merger, wind-down of operations or even
     bankruptcy proceedings," the Company said.

                           Going Concern

"Because we have not made an irrevocable decision to liquidate,
the accompanying condensed financial statements have been prepared
under the assumption of a going concern basis that contemplates
the realization of assets and liabilities in the ordinary course
of business.  Operating losses have been incurred each year since
inception, resulting in an accumulated deficit of $556.7 million
as of September 30, 2013.  Nearly all of our revenues to date have
come from our collaboration with Takeda.  As a result of the
February 23, 2013 nationwide voluntary recall of OMONTYS and the
suspension of all marketing activities, there is significant
uncertainty as to whether we will have sufficient existing cash to
fund our operations for the next 12 months.  Our liabilities
exceed our assets.  Given our limited resources, there is no
assurance that we will be able to reduce our operating expenses
enough to meet our existing and future obligations and conduct
ongoing operations.  If we do not have sufficient funds to
continue operations, we could be required to liquidate our assets,
seek bankruptcy protection or other alternatives.  Any failure to
dispel any continuing doubts about our ability to continue as a
going concern could adversely affect our ability to enter into
collaborative relationships with business partners.  These matters
raise substantial doubt about our ability to continue as a going
concern," the Company said in the Report.

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

                         http://is.gd/ouMP40

                           About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California.  In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S.  The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.


ALLY FINANCIAL: Files Form 10-Q, Posts $91MM Net Income in Q3
-------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $91 million on $2.03 billion of total financing revenue and
other interest income for the three months ended Sept. 30, 2013,
as compared with net income of $384 million on $1.86 billion of
total financing revenue and other interest income for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $257 million on $6 billion of total financing revenue
and other interest income as compared with a net loss of $204
million on $5.39 billion of total financing revenue and other
interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $150.55
billion in total assets, $131.49 billion in total liabilities and
$19.06 billion in total equity.

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

                         http://is.gd/3yzSwI

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of $157
million during the prior year.


AMERICAN AIRLINES: Reaches Settlement on Merger Lawsuit
-------------------------------------------------------
Jack Nicas and Brent Kendall, writing for The Wall Street Journal,
reported that an antitrust settlement with the U.S. government
removed the last major hurdle to a $16 billion merger between AMR
Corp. and US Airways Group Inc. while only slightly hobbling the
global airline industry's new colossus in some of its key markets.

According to the report, the settlement agreement, announced on
Nov. 12, ended a monthslong standoff between the airlines and the
U.S. Justice Department, and averted an antitrust trial set for
later this month that posed risks for both sides.

As part of the deal, which still requires a judge's approval, US
Airways and AMR, parent of American Airlines, agreed to give up
space at several key airports across the U.S. and promised to
retain their big hubs, the report related.

Despite the planned divestments, antitrust and airline-industry
experts said the settlement was a victory for the airlines, the
report further related.  The pair now aim to complete their merger
by December, creating American Airlines Group Inc., the world's
largest airline.

US Airways Chief Executive Doug Parker, who will lead the combined
carrier, said in an interview that the concessions were "not
material enough to offset what we said the day we announced,"
which was that the merger would create more than $1 billion in
total annual cost savings and revenue gains, the report added.

                      About American Airlines

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

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

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 AIRLINES: TWU Lauds DOJ Settlement on US Airways Merger
----------------------------------------------------------------
Transport Workers Union of America Air Transport Director Garry
Drummond on Nov. 12 issued a statement on the Settlement between
American Airlines, US Airways and the U.S. Department of Justice.

Mr. Drummond said "We're pleased that an agreement between
American Airlines, US Airways and the Department of Justice has
been reached.  The DoJ's actions in recent weeks were the
equivalent of hitting a pause button on workers' wages, benefits
and job security.

"[Tues]day's announcement will allow TWU members at American
Airlines to gain long-delayed raises.  Negotiations for our
members at US Airways have been in limbo as a result of the DoJ's
actions, those talks can now move forward.  We also can begin to
move forward on working out final details related to combining the
two airlines' work groups."

"As a result of [Tues]day's announcement, the merger will now move
forward, but many critical details related to airline workers
remain to be addressed.  We're not done yet."

Transport Workers Union of America (TWU) represents 200,000
workers and retirees, primarily in commercial aviation, public
transportation and passenger railroads.  The union is an affiliate
of the AFL-CIO.

                     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 AIRLINES: Sees Key Passenger Metric Rise 6.6% in October
-----------------------------------------------------------------
Nathalie Tadena, writing for Daily Bankruptcy Review, reported
that American Airlines parent AMR Corp. said passenger revenue per
available seat mile -- an important performance metric for the
industry -- jumped 6.6% in October from a year earlier.

According to the report, consolidated PRASM for October totaled
13.40 cents per available seat mile, an all-time high for any
October in American's history, the company said.

The metric was hurt by the government shutdown, which reduced
revenue by $20 million and reduced PRASM by 1.1 percentage points,
the company said, the report related.  The year-over-year
comparison, however, was aided by 2.7 points from operational
disruptions last year that hurt bookings.

In a letter to American employees, Chairman and Chief Executive
Tom Horton said the latest month was the company's busiest October
ever and operational performance set multiple records, including
10 days with no cancellations and an October record for completion
factor, the report further related.

Traffic on a consolidated basis was up 4.4%, while the carrier's
capacity increased 4.3%, the report said.  The percentage of seats
filled -- known as load factor -- edged up slightly to 82.4% from
82.3%.

                      About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN AXLE: Proposes to Offer $200 Million Notes Due 2019
------------------------------------------------------------
American Axle & Manufacturing, Inc., is offering $200,000,000 of
5.125 percent notes due Feb. 15, 2019.  Interest payment are due
every February 15 and August 15, with the first interest payment
payable on  Aug. 15, 2014.  The Notes will be guaranteed by
American Axle & Manufacturing Holdings, Inc. and certain
subsidiaries.  A copy of the free writing prospectus is available
for free at http://is.gd/UZ91N2

                         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.


AMERICAN CASINO: S&P Hikes CCR to 'B+' Following Refinancing
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Las Vegas-based American Casino & Entertainment
Properties LLC (ACEP) to 'B+' from 'B' and removed the rating from
CreditWatch, where it was placed with positive implications on
June 10, 2013.

In addition, S&P assigned the company's $230 million senior
secured credit facilities its issue-level rating of 'BB', with a
recovery rating of '1', indicating its expectation for very high
(90% to 100%) recovery for lenders in the event of a payment
default.  The credit facilities consist of a $15 million senior
secured revolving credit facility due 2018 and a $215 million
senior secured term loan due 2020.

At the same time, S&P assigned ACEP's $120 million second-lien
term loan its 'B-' issue-level rating, with a recovery rating of
'6', indicating its expectation for negligible (0% to 10%)
recovery for lenders in the event of a default.

S&P's rating assignments follow its review of final documentation.

ACEP used proceeds from the transactions to repay its outstanding
$338 million 11% senior secured notes.  As a result, S&P withdrew
its issue-level and recovery ratings on the senior secured notes.

The upgrade reflects S&P's reassessment of the company's financial
risk profile as "aggressive" following its refinancing transaction
earlier this year.  The refinancing improves the company's EBITDA
coverage of interest to over 2x from the mid-1x area prior to the
transactions, and extends the company's maturities.  Additionally,
S&P expects leverage will improve to below 5x by the end of 2014
through relatively stable EBITDA generation, required debt
amortization, and an excess cash flow sweep.

S&P's assessment of ACEP's business risk profile as "weak"
reflects the disadvantaged location of the Stratosphere (its
largest revenue-generating property) on the Las Vegas Strip,
limited geographic diversity across its portfolio of properties,
and our expectation for modest revenue growth in the Las Vegas
market over the next few years.  Still, ACEP benefits from some
diversity of cash flow because it owns and operates four casinos
in Nevada: three in Las Vegas (Stratosphere, Arizona Charlie's
Decatur, and Arizona Charlie's Boulder) and one in Laughlin
(Aquarius Casino Resort, which S&P believes is one of the top
assets in its market).


AMERICAN HERITAGE: S&P Affirms BB- Education Revenue Bonds Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative and affirmed its 'BB-' long-term rating on the
California Municipal Finance Authority's education revenue bonds
series 2006A, issued on behalf of the American Heritage Education
Foundation (AHEF) for Heritage K-8 Charter School and Escondido
Charter High School (all three together compose the Heritage
Education).

"The revision to a stable outlook reflects the improvement in
operations of the two charter schools, Heritage and Escondido,
which lease property from AHEF," said Standard & Poor's credit
analyst Robert Dobbins.  "Since violating the debt service
covenant in fiscal 2011, the two charter schools, on a combined
basis, have generated two consecutive years of strong operating
margins and maximum annual debt service coverage.  Furthermore,
the combined cash level of all three organizations has increased
to a point that we view as very strong for the rating category.
In our opinion, the financial profile is consistent with a higher
rating," added Mr. Dobbins.

Nevertheless, Standard & Poor's believes the 'BB-' rating remains
appropriate due to substantial enterprise profile and legal risks.

The American Heritage Education Foundation is a California non-
profit public benefit corporation organized for the purpose of
providing benefits to the educational programs and services at two
schools in Escondido: the Escondido Charter High School and
Heritage K-8 Charter School.  Escondido Charter High School was
founded in 1996 to establish a California public charter school
and was incorporated in 2001.  Escondido's original charter was
approved by the Escondido Union High School District in 1996 and
has been renewed three times; it is up for renewal again in April
2015.  In 2003, a kindergarten through grade 8 sister school --
Heritage K-8 Charter School -- was opened to serve as a feeder
facility for the high school under a charter with the Escondido
Union Elementary District.


APPVION INC: Posts $6.5 Million Net Income in Third Quarter
-----------------------------------------------------------
Appvion reported net income of $6.46 million on $202.87 million of
net sales for the three months ended Sept. 29, 2013, as compared
with net income of $516,000 on $210.74 million of net sales for
the three months ended Sept. 30, 2012.

For the nine months ended Sept. 29, 2013, the Company reported a
net loss of $10.28 million on $615.20 million of net sales as
compared with a net loss of $111.32 million on $644.27 million of
net sales for the nine months ended Sept. 30, 2012.

The Company's balance sheet at Sept. 29, 2013, showed $558.92
million in total assets, $931.51 million in total liabilities and
a $372.58 million total deficit.

Mark Richards, Appvion's chairman, president and chief executive
officer, said third quarter results were most significantly
affected by the Company's disappointing manufacturing performance.
Storm-related power outages and an equipment failure reduced
operating performance at the Company's manufacturing facilities in
Appleton, WI and Roaring Spring, PA.  The Company has also
experienced complications as it works to complete the transition
to base paper supplied by Domtar.  Those challenges reduced
production yields and caused other operating inefficiencies.

"Completing the entire transition process is proving more
difficult and costly than we anticipated," said Richards.
"However, we are doing much to improve our execution and address
these temporary challenges."

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

                         http://is.gd/GJoIs6

                          About Appvion, Inc.

Appleton, Wisconsin-based Appvion -- http://www.appvion.com/--
creates product solutions through its development and use of
coating formulations, coating applications and Encapsys(R)
microencapsulation technology.  The Company produces thermal,
carbonless and security papers and Encapsys products.  Appvion has
manufacturing operations in Wisconsin, Ohio and Pennsylvania,
employs approximately 1,700 people and is 100 percent employee-
owned.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


APPVION INC: Proposes to Amend $435 Million Credit Agreement
------------------------------------------------------------
Appvion, Inc., formerly Appleton Papers Inc., announced that it is
seeking consent from the lenders under Appvion's $435 million
credit agreement, dated as of June 28, 2013, to amend certain
provisions of the Credit Agreement.  If approved, those amendments
would allow Appvion to issue up to $275 million second lien senior
secured debt securities.  The net proceeds of any such potential
issuance of Debt Securities will be used solely (i) to redeem all
of Appvion's outstanding 9 3?4 Percent Senior Subordinated Notes
due 2014 and 11.25 Percent Second Lien Notes due 2015, (ii) to pay
the redemption premium with respect to the 11.25 Percent Notes,
(iii) to pay the fees and expenses related to the redemption of
the Existing Notes and the potential issuance of Debt Securities,
and (iv) to the extent there is any amount remaining, for general
corporate purposes.

                        About Appvion, Inc.

Appleton, Wisconsin-based Appvion -- http://www.appvion.com/--
creates product solutions through its development and use of
coating formulations, coating applications and Encapsys(R)
microencapsulation technology.  The Company produces thermal,
carbonless and security papers and Encapsys products.  Appvion has
manufacturing operations in Wisconsin, Ohio and Pennsylvania,
employs approximately 1,700 people and is 100 percent employee-
owned.

The Company's balance sheet at Sept. 29, 2013, showed $558.92
million in total assets, $931.51 million in total liabilities and
a $372.58 million total deficit.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.


ARCAPITA BANK: Prominent Saudi Family Sues Over Stock Sale
----------------------------------------------------------
Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported
that members of Saudi Arabia's wealthy Baeshen family, who control
one of the Middle East's leading tea purveyors, are suing the
reorganized Arcapita Bank for the return of millions of dollars
they'd earmarked for the bank's aborted stock sale.

Law360 reported that a the Baeshen family, which owns the Rabea
Tea brand, sued Arcapita in New York bankruptcy court over $3.5
million the family says it invested with the bank for a rights
offering that never occurred and that it says should now be
returned.

The Baeshen family says they invested approximately $10 million in
Arcapita accounts, $3.5 million of which was designated for a
stock sale that was ultimately canceled, according to the Law360
report.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013, according to papers filed with the U.S. Bankruptcy Court for
the Southern District of New York on Sept. 17, 2013.


BELL 660: Assets to Be Auctioned Off Dec. 19
--------------------------------------------
A trustee's sale of the assets of Bell 660 Corporation will be
held Dec. 19, 2013, at 11:00 a.m.  The assets will be sold to the
highest bidder at public auction at the main steps of the Superior
Court Building, 201 West Jefferson, in Phoenix, Arizona.

The assets include real and personal property located at 660 W.
Bell Road, in Phoenix, Arizona 85023.  The assets serve as
collateral to the debt in the amount of $1,943,000 owed to Western
Alliance Bank, as successor by merger to Centennial Bank.

The trustee requires bidders to submit a $10,000 deposit in the
form of a cashier's check.

The trustee may be reached at:

     Lawrence C. Petrowski
     STINSON MORRISON HECKER LLP
     1850 N. Central Avenue, Suite 2100
     Phoenix, AZ 85015
     Tel: 602-279-1600
     E-mail: lpetrowski@stinson.com


BERKELEY, MO: S&P Lowers Certs of Participation Rating to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issuer
credit rating (ICR) to 'BBB-' from 'BBB' on Berkeley, Mo. and its
long-term rating on the city's outstanding certificates of
participation (COPs) to 'BB+' from 'BBB-'.  The outlook is stable.

Standard & Poor's also assigned its 'BBB-' long-term rating, with
a stable outlook, to the city's series 2013 general obligation
(GO) bonds.

Securing the series 2013 GO bonds is an unlimited-tax GO pledge.
Voters approved the bond issuance in April, 2013, and proceeds
with be used, along with cash on hand, to construct a new police
station.  The COPs, secured by semiannual lease rental payments,
were issued to finance a new city hall and fire station, both of
which serve as assets backing the lease.  The city has pledged to
annually appropriate lease rental payments from any legally
available funds before the conclusion of its fiscal year on
June 30.  A debt service reserve in the amount of $600,000 (more
than 1x maximum November semiannual rent) provides additional
security, as well as liquidity in the event of a delayed budget
adoption.  S&P rates the COPs one notch below the 'BBB-' ICR given
annual appropriation risk and lack of a full faith and credit
pledge.  The 'BB+' rating is based on S&P's expectation that the
city will use any and all legally available revenues to meet lease
payments.

"The downgrade is based on our new local GO criteria and reflects
weak liquidity and management, which we expect to continue," said
Standard & Poor's credit analyst John Sauter, "since, in our view,
Berkeley's management team has experienced significant turnover,
as well as political instability and gridlock, which has led to
mounting financial pressures in recent years."  Budget
flexibility, budgetary performance, and liquidity have all
deteriorated, and are pressuring the city's ability to support
both operations and debt service.  Weak management has resulted in
the lack of what S&P considers a sustainable long-term plan to
funding debt service on the COPs.

The 'BBB-' ICR also reflects S&P's view of Berkeley's:

   -- Very weak budget flexibility, with audited fiscal 2012
      general fund reserves at 2.9% of expenditures and unaudited
      fiscal 2013 reserves at 0.2%;

   -- Weak budgetary performance, with both general fund and total
      governmental funds deficits in fiscal 2012, as well as
      deficits for unaudited fiscal 2013;

   -- Very weak debt and contingent liabilities profile, including
      underfunding of the police and fire pension plan with no
      specific plans to address at this time.

   -- Very weak economy, despite the benefits of participation in
      the broad and diverse St. Louis metropolitan statistical
      area (MSA);

"The stable outlook is based on our expectation that Berkeley will
maintain sufficient liquidity and reserves to meet operating costs
and debt service over the two-year outlook period," added
Mr. Sauter, "which includes balances in the general, capital
projects, parks and stormwater, and building funds."  However, S&P
would likely lower the rating if budget flexibility and
performance or liquidity further weaken due to an inability to
cover ongoing expenditures with current revenues, regardless of
the economic development sales (EDS) tax legality.  In S&P's view,
the ability to meet debt service over the long term, without
spending down reserves, likely depends on spending reductions.

If the EDS tax is ruled eligible for debt service and the council
approves its use, or if significant budget modifications are made
that result in consistent budgetary performance, including
coverage of debt service, a higher rating may result.  However,
rating improvement ultimately hinges on improved liquidity and
S&P's view of stability in management, including a higher
commitment to the long-term viability of funding debt service on
the COPs.


BIG SANDY: Has Jan. 7 Hearing to Confirm Liquidating Ch. 11 Plan
----------------------------------------------------------------
The hearing to approve the confirmation of Big Sandy Holding
Company's Liquidating Chapter 11 Plan will be held on Jan. 7,
2014, at 9:30 a.m.

As reported in the TCR on Sept. 9, 2013, under the Plan proposed
by Big Sandy, all four classes of claims are impaired and holders
of those claims will receive pro rata distribution of cash from
the estate.  Holders of Class 1 (General Unsecured Claims), Class
2 (Sub. Debt's Unsecured Claims) and Class 3 (TruPS Unsecured
Claims) will recover an estimated 3.25% to 18.25% of the allowed
claim amount, while holders of Class 4 (Equity Interests) will
recover nothing.

The Debtor anticipates having $1.3 million in cash on hand as of
the effective date of the Plan.  A portion of this cash will be
used for post-confirmation expenses and professional fees.  Big
Sandy has also filed federal income tax returns for several years
seeking refunds of approximately $22 million in the aggregate.
Recoveries from litigation could be available to supplement
returns to creditors under the Plan.

A full-text copy of the Disclosure Statement dated Aug. 22, 2013,
is available for free at:

          http://bankrupt.com/misc/BIGSANDYds0822.pdf

                      About Big Sandy Holding

Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended.  Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.

Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.
Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.  In its petition, Big Sandy estimated $10 million to
$50 million in assets and debts.  The petition was signed by Dan
Allen, chairman/CEO/president.

In February 2013, the Bankruptcy Court authorized Big Sandy to
sell substantially all of its assets -- essentially 100% of the
issued and outstanding capital stock of its wholly owned bank
subsidiary, Mile High Banks -- to Strategic Growth Bancorp
Incorporated, the successful bidder.  The total consideration
includes $5,500,000 (payable via (a) offsetting all amounts
outstanding under the DIP Loan Agreement on the closing date, (b)
$3,000,000 to the broker and (c) the remaining amounts to the
Debtor), the allocation of the tax refund, the assumption of the
assumed contract liabilities and the recapitalization of the Bank.
The Strategic transaction would recapitalize the Bank in
accordance with regulatory requirements -- by up to $90 million.

Richard A. Wieland, U.S. Trustee for Region 19, was unable to form
an official committee of unsecured creditors in the Debtor's
case.


BIOEXX SPECIALTY: CCAA Stay Extended to Dec. 2
----------------------------------------------
The Hon. Justice Morawetz of the Ontario Superior Court of Justice
(Commercial List), issued an order extending the stay of
proceedings against Bioexx Specialty Proteins Ltd. and Bioexx
Proteins of Saskatoon Inc. from Oct. 31 to Dec. 2, 2013.

Bioexx Specialty Proteins Ltd. and Bioexx Proteins of Saskatoon
Inc. commenced proceedings under the Companies' Creditors
Arrangements Act, R.S.C. 1985, c. C-36, as Amended ("CCAA"), on
Oct. 1, 2013, and were granted initial creditor protection that
same day.

BDO Canada Limited was appointed as the monitor to oversee
Bioexx's business and financial affairs, pursuant to an order of
the Ontario Superior Court of Justice (Commercial List).  BDO
Canada LLP, a Canadian limited liability partnership, is a member
of BDO International Limited, a UK company limited by guarantee,
and forms part of the international BDO network of independent
member firms.

The monitor may be reached at:

     Peter Naumis, B. Comm., CIRP
     BDO Canada Limited
     1 City Centre Drive, Suite 1040
     Mississauga, ON L5B 1M2
     Tel: 905-615-6207
     Fax: 905-615-1333
     E-mail: pnaumis@bdo.ca


BIOEXX SPECIALTY: Romspen May Foreclose on Saskatoon Facility
-------------------------------------------------------------
At the behest of Bioexx Specialty Proteins Ltd. and Bioexx
Proteins of Saskatoon Inc., the Ontario Superior Court of Justice
(Commercial List), lifted the stay provisions in the Court's
Initial Order to permit Romspen Investment Corporation, Bioexx's
secured creditor, to immediately initiate foreclosure action over
the property located at 33 Peter Avenue, North Corman Industrial
Park in Saskatoon, Saskatchewan.

The Court also lifted the stay to permit Romspen and/or Ag-West
Bio Inc., another secured creditor, to immediately issue notices
of sale with respect to:

     -- all unsold equipment of the Applicants currently or
        formerly located at the Saskatoon Facility; and

     -- all of the Applicants' patents, patents pending, and
        proprietary technologies.

The Applicants were directed to immediately pay C$500,000 to the
monitor, which sum will be held by the monitor in trust for
Romspen and Ag-West pending the determination of the validity and
priority of the respective securities held.

Bioexx Specialty Proteins Ltd. and Bioexx Proteins of Saskatoon
Inc. commenced proceedings under the Companies' Creditors
Arrangements Act, R.S.C. 1985, c. C-36, as Amended ("CCAA"), on
Oct. 1, 2013, and were granted initial creditor protection that
same day.

Peter Naumis, B. Comm., CIRP, at BDO Canada Limited was appointed
as the monitor to oversee Bioexx's business and financial affairs,
pursuant to an order of the Ontario Superior Court of Justice
(Commercial List).



BIOFUEL ENERGY: Thomas Edelman Held 4.9% Stake at Nov. 5
--------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Thomas J. Edelman disclosed that as of
Nov. 5, 2013, he beneficially owned 266,500 shares of common stock
of BioFuel Energy Corp. representing 4.9 percent of the shares
outstanding.  Mr. Edelman previously reported beneficial ownership
of 410,000 common shares or 7.5 percent equity stake as of
Oct. 15, 2013.  A copy of the amended regulatory filing is
available for free at http://is.gd/ShEPdq

                        About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

Biofuel Energy disclosed a net loss of $46.32 million on $463.28
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.36 million on $653.07 million of net sales
during the prior year.

As of June 30, 2013, the Company had $239.65 million in total
assets, $194.20 million in total liabilities and $45.44 million in
total equity.

Grant Thornton LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company incurred a net loss of $46.3 million during the year
ended Dec. 31, 2012, is in default under the terms of the Senior
Debt Facility, and has ceased operations at its Fairmont ethanol
facility.  These conditions, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.

                        Bankruptcy Warning

"Although the Company intends to diligently explore and pursue any
number of strategic alternatives, we cannot assure you that it
will be able to do so on terms acceptable to the Company or to the
lenders under the Senior Debt Facility, if at all.  In addition,
in either the case of a transfer of the assets of the Operating
Subsidiaries to the lenders under the Senior Debt Facility or a
sale of one or both of our plants ...  we cannot assure you as to
what value, if any, may be derived for shareholders of the Company
from such transfer or sale.  The lenders under the Senior Debt
Facility could also elect to exercise their remedies under the
Senior Debt Facility and take possession of their collateral,
which could require us to seek relief through a filing under the
U.S. Bankruptcy Code," according to the Company's annual report
for the year ended Dec. 31, 2012.


CAPMARK FINANCIAL: Earns $8.8 Mil. in Nine Months Ended Sept. 30
----------------------------------------------------------------
Capmark Financial Group Inc. on Nov. 7 issued its Quarterly Report
as of and for the three and nine months ended September 30, 2013.
The Company reported consolidated net income of $8.8 million and
$54.0 million for the three and nine months ended September 30,
2013, respectively.  The Company also reported consolidated total
assets of $0.9 billion, consolidated total liabilities of $0.3
billion, and stockholders' equity of $0.5 billion as of September
30, 2013.

Highlights for the third quarter were:

   -- Total cash received from asset collections and revenue was
$74 million.  Included in the total cash received, the Company
realized total proceeds of $54 million from the monetization of
loan and REO assets and investment securities and $16 million of
distributions from real estate equity and debt funds.

   -- The Company achieved consolidated income of $9 million
primarily as a result of net gains on investments and real estate
of $12 million and interest income of $5 million partially offset
by $10 million of noninterest expense.  The net gains included a
$12 million realized gain on interests in a collateralized debt
obligation that were sold.

   -- The Company paid a cash distribution of $1.65 per share on
September 27, 2013 to shareholders of record on September 23,
2013, bringing aggregate distributions to shareholders since
emergence from bankruptcy to $23.15 per share.

   -- The Company continued to reduce its staffing levels
commensurate with the reduction in assets, reducing its staff from
90 employees at year end to 49 at September 30, 2013.

   -- On September 25, 2013 the FDIC issued an order determining
that Capmark Bank is not engaged in the business of receiving
deposits and therefore its deposit insurance will terminate on
December 31, 2013.

Consolidated Balance Sheet

The Company had consolidated total assets of $0.9 billion and $2.9
billion as of September 30, 2013 and December 31, 2012,
respectively, primarily comprised of a portfolio of loans, real
estate, real estate-related assets and cash and cash equivalents.
Assets totaling $0.1 billion and $1.4 billion were held at Capmark
Bank and $149.4 million and $253.5 million were associated with
discontinued operations as of September 30, 2013 and December 31,
2012, respectively.

The Company had consolidated total liabilities of $0.3 billion and
$1.5 billion as of September 30, 2013 and December 31, 2012,
respectively.  Total liabilities of $0.3 billion and $1.5 billion
included secured and other borrowings of $173.1 million and $219.8
million as of September 30, 3013 and December 31, 2012,
respectively, which are related to assets that are no longer owned
by the Company but recognized on the Company's balance sheet as
financings as result of accounting for certain transfers of
financial assets.  Capmark Bank had liabilities of $6.2 million
and $1.0 billion and liabilities associated with discontinued
operations were of $79.1 million and $114.7 million as of
September 30, 2013 and December 31, 2012, respectively.  Capmark
Bank had no Federal Deposit Insurance Corporation -insured deposit
liabilities as of September 30, 2013.  As of December 31, 2012,
Capmark Bank's liabilities were primarily comprised of these
deposit liabilities.

Total stockholders' equity was $0.5 billion as of September 30,
2013 as compared to $1.3 billion as of December 31, 2012.  The
reduction was primarily due to the $867.1 million of cash
distributions to the Company's common stockholders in the nine
months ended September 30, 2013.

Consolidated Results of Operations

The Company had income from continuing operations before income
taxes of $9.5 million in the three months ended September 30,
2013, primarily due to $14.3 million of noninterest income and
$5.3 million of interest income on loans held for sale and
investment securities available for sale partially offset by $9.6
million of noninterest expense.  Noninterest income of $14.3
million primarily included $11.9 million of realized gains on the
sale of interests in a collateralized debt obligation and $1.6
million of income and unrealized gains on equity investments.
Noninterest expense of $9.6 million included $5.9 million of
compensation and benefits costs and $4.4 million of professional
fees.  Interest expense of $0.6 million primarily included $2.1
million of contractual interest expense from deposit liabilities
at Capmark Bank offset by $1.7 million from the accretion of the
fresh start accounting premium for the deposit liabilities.

The Company had income from continuing operations before income
taxes of $62.6 million in the nine months ended September 30,
2013, primarily due to $85.1 million of noninterest income and
$23.8 million of interest income partially offset by $42.0 million
of noninterest expense and $4.3 million of interest expense.  The
$85.1 million of noninterest income primarily included $36.8
million of realized gains on the dispositions of real estate
investments, $26.1 million of realized gain on the redemption and
sale of interests in collateralized debt obligations, $15.3
million of realized gains on full or partial dispositions of loans
held for sale and $5.8 million due primarily to unrealized gains
on equity investments.  Interest income in the nine months ended
September 30, 2013 included the recognition of $5.5 million of
previously deferred interest on loans held for sale.  The $42.0
million of noninterest expense included $21.2 million of
compensation and benefits costs and $16.0 million of professional
fees.  The $4.3 million of interest expense primarily included
$20.9 million of contractual interest expense from deposit
liabilities at Capmark Bank offset by $17.4 million from the
accretion of the fresh start accounting premium for the deposit
liabilities.

Liquidity

As of September 30, 2013, the Company's continuing operations had
$152.7 million in total cash and cash equivalents (including
restricted cash), of which $64.1 million was held by Capmark Bank
and $88.6 million was held by its other subsidiaries.

The Company's primary sources of liquidity are expected to be (1)
principal and interest payments on loans, (2) proceeds from the
sale of loans, including discounted payoffs received in connection
with loan workout efforts, (3) distributions received from equity
investments, (4) proceeds from the sale of real estate and (5)
sales of other assets in its portfolio.  The Company expects to
generate sufficient liquidity to meet its needs for cash in its
operations over the next 12 months, including paying its operating
expenses.

Cash from consolidated VIEs is from entities that are no longer
owned by the Company but continue to be recognized on the
Company's balance sheet because derecognition criteria under GAAP
have not been met.  On August 2, 2013, the Company received $6.4
million of cash from the reserves for disputed administrative and
priority claims.  The cash release was due to the resolution of
administrative and priority claims.

The Company paid a cash distribution of $1.65 per share on
September 27, 2013 to shareholders of record on September 23,
2013.  Information with respect to the tax treatment of the
distribution to shareholders can be found on the Company's website
at http://www.capmark.com

The Company will consider making additional distributions to
shareholders of cash in excess of working capital needs and
expects to make a distribution in the fourth quarter of 2013;
however, the specific timing and amount of any distribution have
not been determined.

Capmark Bank distributed $157.1 million, $4.9 million, $34.7
million and $36.8 million in cash to CFGI in February, May, August
and November 2013, respectively.

Supplemental Financial Information

The Company's Quarterly Report as of and for the three and nine
months ended September 30, 2013 and 2012 and related supplemental
financial information may be found on the Company's website --
http://www.capmark.com-- under the heading "Financial Reporting."

Investor Conference Call

The Company will hold a conference call for investors to be
broadcast live over the Internet on November 12, 2013 at 2:00 p.m.
Eastern Time regarding the topics addressed in this news release
and the Quarterly Report as of and for the three and nine months
ended September 30, 2013 and 2012 and related supplemental
financial information.  To listen to the conference call, please
go to the Company's website -- http://www.capmark.com-- under the
heading "Investor Relations" at least fifteen minutes prior to the
scheduled start time to register and download and install any
necessary audio software.  For those who are unable to listen to
the live broadcast, an archived replay will be available on the
website for a period of time.  Investors who have questions for
the Company's management can participate in the conference call by
dialing the following:

   -- Toll free number: (877) 254-2825
   -- Conference ID#: 97811259

                      About Capmark Financial

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

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

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

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

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

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

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

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


CARL'S PATIO: Oct. 29, 2013 Effective Date for Committee Plan
-------------------------------------------------------------
The effective date of the Official Committee of Unsecured
Creditors' Second Amended Joint Plan of Liquidation of CP
Liquidating, Inc., CPW Liquidating, Inc., and T436 Liquidating,
Inc., occurred on Oct. 29, 2013.

All applications for professionals for compensation and
reimbursement of expenses in connection with the Chapter 11 cases
prior to the Effective Date are administrative expense claims and
are due within 30 days after the Effective Date.

A copy of the Notice of Effective Date of the Plan is available at
http://bankrupt.com/misc/carl'spatio.doc379.pdf

As reported in the TCR on Oct. 24, 2013, the U.S. Bankruptcy Court
for the District of Delaware confirmed on Oct. 15, 2013, the
Committee's Plan.  A copy of the Confirmation Order is available
at: http://bankrupt.com/misc/carl'spatio.doc374.pdf

The Plan provides for up to 4.7% recovery on allowed claims.  The
Plan embodies a Stipulation of Settlement negotiated among the
Debtors, the Creditors Committee, the Buyer of substantially all
of the Debtors' assets and the Debtors' Lender.  The Settlement
provides for a pool of three particular "assets" to be set aside
for the benefit of unsecured claims and the administrative claims
of the Committee's professionals -- (1) cash totaling $140,000,
consisting of the sum of $25,000 received from the Lender and the
sum of $115,000 received from the Buyer; (2) all claims that may
be asserted against the Debtors' directors' and officers'
liability insurance policy and any other insurance policies; and
(3) all avoidance action claims.  A full-text copy of the Second
Amended Disclosure Statement dated Aug. 30, 2013, is available for
free at:

     http://bankrupt.com/misc/CARLSPATIO_2ndAmdDSAug30.PDF

                      About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
had 68 employees.  The company leases all its locations and does
not own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  Bayard, P.A., represents the Debtor in
its restructuring efforts.  BGA Management, LLC, doing business as
Alliance Management, serves as financial advisor, and Epiq
Bankruptcy Solutions LLC serves as claims and noticing agent.

Carl's Patio disclosed $6,228,725 in assets and $13,054,583 in
liabilities as of the Chapter 11 filing.  The Debtor owes $2.19
million on a secured revolver, and $3.01 million on a term loan
from Fifth Third.  The Debtor also has $600,000 of subordinated
debt.

The Official Committee of Unsecured Creditors is represented Cross
& Simon, LLC's Christopher P. Simon, Esq. and Kevin S. Mann, Esq.,
as well as Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow,
LLP's Henry G. Swergold, Esq. and Clifford A. Katz, Esq.  CBIZ
Accounting Tax and Advisory of New York, LLC and CBIZ, Inc., are
the panel's financial advisors.


CBS I: Files Fourth Amended Disclosure Statement
------------------------------------------------
CBs I, LLC, filed with the U.S. Bankruptcy Court for the District
of Nevada on Nov. 6, 2013, a fourth amended disclosure statement
describing its Chapter 11 Plan of Reorganization, a copy of which
is available at http://bankrupt.com/misc/CBS_I_4ds.pdf

The Fourth Amended Disclosure Statement defined an additional
term, "grace period." It refers to the period of time from the
payment due date that the Debtor may make a payment without
triggering any applicable default or cure provisions.  The Debtor
has a grace period of 5 days, or through the 15th day of each
month, to make monthly payments to its U.S. Bank Secured Loan.

Terms of the Plan were previously reported in the Troubled Company
Reporter on Oct. 1, 2013.  Under the Plan filed in the Debtor's
case, holders of other general unsecured claims will receive
payment of 100% of their claims to be paid in six months after
entry of the confirmation order with simple interest at a rate
of 3%.

                          About CBS I, LLC

CBS I, LLC, filed for Chapter 11 protection (Bankr. D. Nev. Case
No. 12-16833) on June 7, 2012.  The Company is a limited liability
company whose sole asset consists of 71,546 square feet of gross
rentable building area on a site containing 206,474 net square
feet or 4.74 acres, located at 10100 West Charleston Boulevard, in
Las Vegas, Nevada.  The Debtor is owned by Jeff Susa (25%),
Breslin Family Trust (25%), M&J Corrigan Family Trust (25%) and
S&L Corrigan Family Trust (25%).

The Debtor scheduled assets of $19,356,448 and liabilities of
$19,422,805.  Judge Mike K. Nakagawa presides over the case.  Jeff
Susa signed the petition as manager.

The bankruptcy filing came after U.S. Bank, trustee for holders of
the $16.4 million mortgage, initiated foreclosure proceedings and
filed a lawsuit May 24, 2012, in Clark County District Court
asking that a receiver be appointed to take control of the
Summerlin building in Howard Hughes Plaza at 10100 West Charleston
Blvd., just west of Hualapai Way.

Larson & Zirzow LLC has replaced Marquis Aurbach Coffing as the
Debtor's general bankruptcy counsel after one of its lawyers
involved in the case, Zachariah Larson, Esq. --
zlarson@lzlawnv.com -- moved to form his own law firm.  Dimitri P.
Dalacas, Esq., at Flangas McMillan Law Group, in Las Vegas,
represents the Debtor as special counsel.


CEDAR FAIR LP: S&P Raises CCR to 'BB'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Sandusky, Ohio-based theme park operator Cedar Fair L.P
to 'BB' from 'BB-'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's $885 million senior credit facility (consisting of a
$255 million revolver due 2018 and a $630 million term loan due
2020) to 'BBB-' from 'BB+'.  The recovery rating on the facility
remains '1', indicating S&P's expectation for very high (90% to
100%) recovery for lenders in the event of a payment default.

In addition, S&P raised its issue-level rating on Cedar Fair's
senior unsecured notes (consisting of $405 million senior
unsecured notes due 2018 and $500 million senior unsecured notes
due 2021) to 'B+' from 'B'.  The recovery rating on the notes
remains '6', indicating S&P's expectation for negligible (0% to
10%) recovery for lenders in the event of a payment default.

The upgrade reflects S&P's expectation that Cedar Fair will
sustain lease-adjusted debt to EBITDA below 4x and funds from
operations to debt above 20%, reflecting its expectation for
continued EBITDA growth through 2014 and its belief that
management will size distributions in line with cash flow
generation and not borrow significantly to return capital to
shareholders.  These leverage measures are in line with an
improved "significant" financial risk profile.  In the nine months
ended September 2013, Cedar Fair's revenue increased 6% and EBITDA
increased 11%, reflecting good expense management and a 6%
increase in per capita spending across the company's portfolio of
parks.  As a result, total lease-adjusted debt to EBITDA and FFO
to debt improved to 3.7x and about 20%, respectively, from 4.1x
and 17% in 2012.  Furthermore, S&P anticipates that debt to EBITDA
in the mid- to high-3x area and FFO to debt just above 20% in
2014.  This represents an adequate leverage cushion, in S&P's
view, compared with 4x and 20% leverage thresholds, respectively,
that S&P believes is in line with the significant financial risk
profile and 'BB' corporate credit rating on Cedar Fair.

S&P's 'BB' corporate credit rating on Cedar Fair reflects its
assessment of the company's business risk profile as "fair," and
its assessment of the company's financial risk profile as
"significant," according to its criteria.


CHOICE BUILDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Choice Building Supplies of Westchester Co. Inc.
        677 Nepperhan Avenue
        Yonkers, NY 10703

Case No.: 13-23859

Chapter 11 Petition Date: November 11, 2013

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

Judge: Hon. Robert D. Drain

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  DELBELLO DONNELLAN WEINGARTEN WISE &
                  WIEDERKEHR, LLP
                  One North Lexington Avenue
                  White Plains, NY 10601
                  Tel: (914) 681-0200
                  Fax: (914) 684-0288
                  Email: jpasternak@ddw-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Carl Manison, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb13-23859.pdf


CONSOLIDATED CAPITAL: Highcrest Townhomes Sold for $20.2 Million
----------------------------------------------------------------
Consolidated Capital Institutional Properties/2, LP, owns a 100
percent interest in CCIP/2 Highcrest, L.L.C., ("Company").  The
Company owned Highcrest Townhomes ("Highcrest"), a 176-unit
apartment complex located in Woodridge, Illinois.  On Oct. 30,
2013, the Company sold Highcrest to a third party, Highcrest
Apartments, LLC (the "Purchaser"), for a total sales price of
$20,175,000 less a credit to the Purchaser of $15,000 related to
inspection issues.  Highcrest was the Company's sole investment
property and the Registrant's interest in the Company was its sole
remaining investment.

In accordance with the terms of the Consolidated Capital's
partnership agreement, the Registrant's general partner is
currently evaluating the cash requirements of the Registrant to
determine what portion of the net sales proceeds will be available
to distribute to the Registrant's partners.

                     About Consolidated Capital

Greenville, South Carolina-based Consolidated Capital
Institutional Properties/2, LP's investment property consists of
one apartment complex in Wood Ridge, Illinois.  The general
partner of the Partnership is ConCap Equities, Inc.

The Partnership's balance sheet at June 30, 2013, showed
$8.75 million in total assets, $11.59 million in total
liabilities, and a partners' deficit of $2.84 million.


CROSSTEX ENERGY: Moody's Corrects Text on Oct. 21 Release
---------------------------------------------------------
Moody's Investors Service corrected certain text to its Oct. 21,
2013 release on Crosstex Energy LP.  Moody's added the text "B1-PD
Probability of Default Rating (PDR)" in the first sentence of the
first paragraph.

The revised sentence reads: Moody's Investors Service placed
Crosstex Energy LP's B1 Corporate Family Rating (CFR), B1-PD
Probability of Default Rating (PDR), and B2 senior unsecured notes
rating on review for upgrade following the signing of definitive
agreements to combine substantially all of Devon Energy's (Devon,
Baa1 negative) US midstream assets with Crosstex's assets to form
a new midstream business.


DETROIT, MI: Ambac Files Suit Over General Obligation Bonds
-----------------------------------------------------------
Ambac Assurance Corporation on Nov. 8 disclosed that it has filed
a lawsuit against the City of Detroit in the United States
Bankruptcy Court, Eastern District of Michigan, Southern Division,
asking that the City be required to segregate the property taxes
pledged to pay the City's general obligation bonds insured by
Ambac Assurance.  David Dubrow of Arent Fox, Ambac Assurance's
counsel, commented: "Michigan's state law could not be more clear:
the City is required to segregate the pledged property taxes and
then only use them to pay debt service on the bonds.  And
bankruptcy law is equally clear on such matters: Michigan law must
be followed."

                            About Ambac

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose subsidiaries, including its principal
operating subsidiary, Ambac Assurance, Everspan Financial
Guarantee Corporation, and Ambac Assurance UK Limited, provided
financial guarantees and other financial services to clients in
both the public and private sectors globally.  Ambac Assurance,
including the Segregated Account of Ambac Assurance (in
rehabilitation), is a guarantor of public finance and structured
finance obligations.  Ambac Financial Group, Inc. is also
exploring opportunities involving the development or acquisition
of new financial services businesses.  Ambac Financial Group
Inc.'s common stock trades on the NASDAQ Global Select Market.


DETROIT, MI: Bond Insurers Sue for 'Unlawfully Diverting' Taxes
---------------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
municipal bond insurers are accusing Detroit of illegally spending
certain tax money on the city's operations instead of repaying
about $370 million worth of bonds that the city borrowed to pay
for improvement projects.

Neil Munshi in Chicago and Vivianne Rodrigues in New York, writing
for The Financial Times, reported that two of the largest insurers
of Detroit's general obligation bonds have sued the city in a
federal bankruptcy court, claiming a proposal by the city's
emergency manager to forgo payments to bondholders is illegal.

According to the Financial Times, the case is the latest challenge
against Detroit in recent weeks as the city's eligibility for
Chapter 9 bankruptcy is being debated in federal courts. A verdict
is expected this week.

Assured Guaranty Municipal Corp and National Public Finance
Guarantee Corp allege that the city is "unlawfully diverting
voter-approved" taxes meant for "the sole purpose of paying
principal and interest" on unlimited tax GOs, according to the
joint complaint filed on Nov. 8, the Financial Times related.

On October 1, the city defaulted on $9.3m in interest payments due
to investors of tax unlimited GO bonds, forcing the two insurers
to pay bondholders, according to the complaint, the Financial
Times noted.

                   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.


DOABA MOTEL: Trustee's Sale of Assets Set for Dec. 23
-----------------------------------------------------
Real and personal property of Doaba Motel Inc. in Glendale,
Arizona, will be sold to the highest bidder at an auction set for
Dec. 23, 2013, at 11:00 a.m.  The auction will be held at the main
steps of the Superior Court Building in Phoenix.

The assets are located at 7885 W. Camp Bello Dr., Glendale,
Arizona 85308.  The assets serve as collateral to the debt in the
amount of $3,350,000 owed to Western Alliance Bank, as successor
by merger to Centennial Bank.

The trustee requires bidders to submit a $10,000 deposit in the
form of cashier's check.

The trustee for the assets may be reached at:

      Lawrence C. Petrowski, Esq.
      STINSON MORRISON HECKER LLP
      1850 N. Central Avenue, Suite 2100
      Phoenix, AZ 85004
      Tel: 602-279-1600


DOLE FOOD: S&P Lowers CCR to 'B-' Over Management Buyout
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Westlake Village, Calif.-based Dole Food Co. Inc. by one
notch to 'B-' from 'B'.  At the same time, S&P removed its ratings
on the company from CreditWatch, where they had been placed with
negative implications on June 11, 2013, following the company's
announcement that it was being acquired by David H. Murdock, the
company's chairman of the board and chief executive officer.  The
outlook is stable.

At the same time, S&P affirmed its 'B-' rating on the company's
senior secured $750 million five-year term loan B and 'CCC+'
rating on the company's $300 million 5.5-year senior secured
junior-lien notes.  The recovery ratings remain unchanged at '3'
and '5', respectively.

S&P has also withdrawn its ratings on the company's senior secured
$180 million revolver and $675 million term loan B, which have
been fully repaid.

"We believe Dole's increased debt levels following this
acquisition leave it with a weaker financial risk profile, and
management and governance deficiencies contribute to a weaker
business risk profile, supporting the lower corporate credit
rating," said Standard & Poor's credit analyst Jeff Burian.

The stable outlook reflects S&P's expectation that Dole will
maintain adequate liquidity, improve EBITDA in 2014, and gradually
reduce leverage closer.  S&P could lower the rating if the company
adopts more aggressive financial policies, and/or if operating
performance does not improve.  Although unlikely over the outlook
period, S&P could raise the ratings if the company's credit
measures improve such that it revises its financial risk profile
to "aggressive" and our assessment of Dole's management and
governance improves.


DUMA ENERGY: Sells 1.8 Million Shares to Settle $3.6 Million Debt
-----------------------------------------------------------------
Effective on Oct. 31, 2013, Duma Energy Corp. completed a shares-
for-debt private placement involving the sale of an aggregate of
1,859,879 shares of the Company at a deemed subscription price of
$1.93 per share, in settlement of an aggregate of $3,589,567 owed
by the Company to the shares-for-debt purchaser.

The Company relied on an exemption from registration under the
United States Securities Act of 1933, as amended, provided by Rule
506 of Regulation D, based on representations and warranties
provided by the shares-for-debt purchaser of the shares in the
subscription agreement entered into between the shares-for-debt
purchaser and the Company.

                         About Duma Energy

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

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


DUNE ENERGY: Incurs $30.4 Million Net Loss in Third Quarter
-----------------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $30.36 million on $13.70 million of total revenues for the
three months ended Sept. 30, 2013, as compared with a net loss of
$1.39 million on $13.44 million of total revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $34.91 million on $43.57 million of total revenues as
compared with a net loss of $4.10 million on $39.94 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $252.02
million in total assets, $117.49 million in total liabilities and
$134.52 million in total stockholders' equity.

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

                         http://is.gd/CfQeM9

                          About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.


EDISON MISSION: Reports $448-Mil. Net Loss in Third Quarter
-----------------------------------------------------------
Edison Mission Energy and Midwest Generation, LLC, filed with the
U.S. Securities and Exchange Commission a combined quarterly
report on Form 10-Q report for the three- and nine-month periods
ended Sept. 30, 2013.

Edison Mission Energy and subsidiaries reported a net loss of
$448 million on $385 million of operating revenues for the three
months ended Sept. 30, 2013, compared with a net loss of
$162 million on $340 million of operating revenues for the three
months ended Sept. 30, 2012.

EME reported a net loss of $614 million on $1.007 billion of
operating revenues for the nine months ended Sept. 30, 2013,
compared with a net loss of $348 million on $1.007 billion of
operating revenues for the nine months ended Sept. 30, 2012.

EME's consolidated balance sheet at Sept. 30, 2013, showed
$7.054 billion in total assets, $6.795 billion in total
liabilities, and equity of $259 million.

Midwest Generation, LLC, and subsidiaries, reported a net loss of
$471 million on $232 million of operating revenues from marketing
affiliate for the three months ended Sept. 30, 2013, compared with
a net loss of $12 million on $253 million of operating revenues
from marketing affiliate for the three months ended Sept. 30,
2012.

Midwest Generation reported a net loss of $619 million on
$614 million of operating revenues from marketing affiliate for
the nine months ended Sept. 30, 2013, compared with a net loss of
$63 million on $699 million of operating revenues from marketing
affiliate for the nine months ended Sept. 30, 2012.
Midwest Generation's consolidated balance sheet at Sept. 30, 2013,
showed $1.833 billion in total assets, $783 million in total
liabilities, and equity of $1.050 billion.

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

http://is.gd/Sc0OVd

                       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.


ELEPHANT TALK: Files Copy of Investor Presentation with SEC
-----------------------------------------------------------
Elephant Talk Communications Corp. will hold upcoming
presentations relating to the Company and its recent developments.
The form of slide show presentation used by management of the
Company to describe the business is available for free at:

                        http://is.gd/fuiL9q

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
March 31, 2013, showed $34.47 million in total assets, $18.29
million in total liabilities, and $16.18 million in total
stockholders' equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


ENGLOBAL CORP: Expands Contract with Department of Defense
----------------------------------------------------------
ENGlobal's wholly-owned subsidiary, ENGlobal Government Services,
Inc., based in Tulsa, Oklahoma, has been awarded an additional
delivery order on one of its existing multi-year contracts from
the U.S. Department of Defense.  The value of the award to
ENGlobal from the Space and Naval Warfare Systems Center (SSC)
Atlantic is estimated to be approximately $7 million.

As previously reported in July 2012, ENGlobal was awarded an
indefinite-delivery/indefinite-quantity (ID/IQ), cost-plus/fixed-
fee contract for technical and maintenance services for automated
tank gauging and automated fuel handling equipment (AFHE).  Under
the scope of the new delivery order, ENGlobal expects to perform
engineering and design services to maintain, repair, or rebuild
the fuel handling equipment of the Naval Supply Fleet Logistics
Command Center in Pearl Harbor, Hawaii.

"We are successfully being awarded a steady mix of business,
including this delivery order by the U.S. Department of Defense,"
said Mr. William A. Coskey, P.E., chairman and chief executive
officer of ENGlobal.  "The Company is focused on improving the
profit mix of its operations and maintaining overhead discipline.
We are excited about our growth potential after recent
divestitures, together with select project opportunities.  We
believe this strategy, plus our strong financial condition, puts
us in a good competitive position going forward."

                           About Englobal

Houston-based ENGlobal Corporation (Nasdaq: ENG) is a provider of
engineering and related project services primarily to the energy
sector throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and
Engineering.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of advanced
automation, control, instrumentation and process analytical
systems.  The Engineering segment provides consulting services for
the development, management and execution of projects requiring
professional engineering, construction management, and related
support services.

The Company's balance sheet at June 29, 2013, showed
$59.37 million in total assets, $33.64 million in total
liabilities, and stockholders' equity of $25.74 million.

"For most of 2012, the Company had operated under difficult
circumstances.  For the year ended Dec. 29, 2012, the Company
reported a net loss of approximately $33.6 million that included a
non-cash charge of approximately $16.9 million related to a
goodwill impairment and a non-cash charge of approximately
$6.8 million related to a valuation allowance established in
connection with the Company's deferred tax assets.  During 2012,
its net borrowings under its revolving credit facilities increased
approximately $10.5 million to fund its operations.  Due to
challenging market conditions, its revenues and profitability
declined during 2012.  Although the Company implemented a profit
improvement plan in the fourth quarter of 2012, the results of
that plan are not expected to be fully realized until later this
year.  These circumstances raised substantial doubt about the
Company's ability to continue as a going concern," the Company
said in its quarterly report for the period ended June 29, 2013.


EXIDE TECHNOLOGIES: Report $39.9-Mil. Net Loss in Sept. 30 Quarter
------------------------------------------------------------------
Exide Technologies and subsidiaries filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $39.9 million on $697.8 million of net
sales for the three months ended Sept. 30, 2013, compared with a
net loss of $13.8 million on $711.7 million of net sales for the
three months ended Sept. 30, 2012.

The Company reported a net loss of $131.2 million on
$1.380 billion of net sales for the six months ended Sept. 30,
2013, compared with a net loss of $120.4 million on $1.405 billion
of net sales for the six months ended Sept. 30, 2012.

The Company's balance sheet at Sept. 30, 2013, showed
$2.100 billion in total assets, $2.049 billion in total
liabilities, and stockholders' equity of $50.6 million.

A copy of the Form 10-Q is available at http://is.gd/trL4Bs

                   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.


FIBERTOWER CORP: Plan Disclosures Revised for FCC Approval
----------------------------------------------------------
FiberTower Corp., et al., filed with the U.S. Bankruptcy Court for
the Northern District of Texas on Oct. 28, 2013 a Revised
Disclosure Statement for the Debtors' First Amended Joint
Chapter 11 Plan dated Sept. 27, 2013.

The Plan contemplates a restructuring and reorganization of the
Debtors.  In summary, the principal terms of the Plan are as
follows: (i) the holders of the 2016 Notes will receive one
hundred percent (100%) of the common equity in Reorganized
FiberTower, in the form of shares of New FiberTower Common Stock;
and (ii) Reorganized FiberTower will receive one hundred percent
(100%) of the New FiberTower Subsidiary Equity Interests in
Reorganized FiberTower Network Services and Reorganized FiberTower
Licensing, and Reorganized FiberTower Licensing will receive one
hundred percent (100%) of the New FiberTower Subsidiary Equity
Interests in Reorganized FiberTower Spectrum, such that the
Debtors' corporate structure will effectively remain in place
following the Effective Date.

Holders of Allowed General Unsecured Claims will receive no
distribution under the Plan.

The section concerning FCC Approval of Spectrum Portfolio Transfer
on VIII. A.3 is replaced entirely, as follows:

"No transfer of control to the Reorganized Debtors of any license
issued by the FCC (including those in the Spectrum Portfolio) may
take place prior to the issuance of FCC regulatory approval for
such transfer of control pursuant to applicable FCC regulations.
The continued validity of the forty-nine (49) wide-area licenses
in the 24 GHz and/or 39 GHz bands that are not subject to the
Application for Review and Petition for Reconsideration pending
before the FCC depends, among other things, on compliance with a
variety of FCC rules.  Under FCC rules, a license may be
terminated if there is a permanent discontinuance of service.  FCC
staff has informally indicated that it has some questions about
whether the facilities authorized by those licenses have been
"permanently discontinued," and it has asked for additional
information concerning the licenses.  For nine (9) of the
licenses, the Commission is reviewing substantial service showings
filed by FiberTower and has asked for additional information
concerning those showings.  There can be no assurance that the FCC
will grant such consent to some or all of Debtors' FCC licenses on
a timely basis, or that the FCC will not impose additional
regulatory conditions in connection with such a transfer."

A copy of the Revised Disclosure Statement is available at:

http://bankrupt.com/misc/fibertower.doc981.pdf


                      About FiberTower Corp.

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

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

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

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

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

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

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

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

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

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

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


FREESEAS INC: Issues Add'l 6.3-Mil. Settlement Shares to Crede
--------------------------------------------------------------
FreeSeas Inc. issued and delivered to Crede 6,291,016 settlement
shares pursuant to the terms of the Exchange Agreement approved by
the Supreme Court of the State of New York, County of New York,
on Oct. 9, 2013, in the matter entitled Crede CG III, Ltd. v.
FreeSeas Inc., Case No. 653328/2013.

The total number of shares of Common Stock to be issued to Crede
pursuant to the Exchange Agreement will equal the quotient of (i)
$11,850,000 divided by (ii) 78 percent of the volume weighted
average price of the Company's Common Stock, over the 75-
consecutive trading day period immediately following the first
trading day after the Court approved the Order (or such shorter
trading-day period as may be determined by Crede in its sole
discretion by delivery of written notice to the Company), rounded
up to the nearest whole share.  About 5,059,717 of the Settlement
Shares were issued and delivered to Crede on Oct. 10, 2013, and an
aggregate of 22,467,524 Settlement Shares were issued and
delivered to Crede between Oct. 11, 2013, and Oct. 30, 2013.

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

                        http://is.gd/HbLhtP

                        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.


FRIENDFINDER NETWORKS: Can Employ BMC as Administrative Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
FriendFinder Networks Inc., et al., permission to employ BMC
Group, Inc., as administrative advisor for the Debtors on the
terms and conditions set forth in accordance with the terms and
conditions set forth in the Services Agreement by and between the
Debtors and BMC, dated Sept. 3, 2013, nunc pro tunc to the
Petition Date.

BMC also serves as claims and noticing agent for the Debtors under
28 U.S.C. Section 156(c).  As explained in the motion to employ
BMC as administrative advisor for the Debtors, administration of
the Debtors' cases will require BMC to perform duties outside the
scope of 28 U.S.C. Section 156(c).

As reported in the TCR on Sept. 24, 2013, to help manage
administrative tasks with respect to the thousands of creditors,
equity security holders and other parties in interest that are
expected to be involved in the Debtor's Chapter 11 Cases in a
cost-efficient manner, the Debtors require the specialized
services that BMC offers.  BMC has the expertise, experience and
personnel to assist the Debtors in managing the administrative
tasks that flow from such large and complex cases.

                    About FriendFinder Networks

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

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

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

U.S. Bankruptcy Judge Christopher Sontchi approved the company's
disclosure statement, a description of the reorganization plan, at
a hearing on Nov. 5 in Wilmington, Delaware.

FriendFinder will seek court approval of its reorganization plan
to exit bankruptcy at a hearing scheduled for Dec. 16.  Objections
to the plan have to be filed by Dec. 9.


FRIENDFINDER NETWORKS: Can Employ Akerman as Conflicts Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
FriendFinder Networks Inc., et al., permission to employ Akerman
Senterfitt LLP as special corporate and conflicts counsel to the
Debtors, nunc pro tunc as of the Petition Date.

As reported in the TCR on Sept. 24, 2013, FriendFinder Networks
filed with the Bankruptcy Court a motion to retain Akerman
Senterfitt as special corporate and conflicts counsel at hourly
rates ranging from $220 to $695.

The motion explains, "Because of Akerman's extensive experience
and knowledge in the fields of corporate law, business litigation
and bankruptcy, Akerman is well-suited for the type of
representation that the Debtors require.  Greenberg and Akerman
will carefully coordinate their efforts and clearly delineate
their duties to prevent any duplication of efforts.  The Debtors
believe that rather than resulting in extra expense to their
estates, the efficient coordination of efforts between Akerman and
Greenberg will greatly add to the effective administration of
these Chapter 11 cases.  Thus, the Debtors believe that Akerman's
employment is in best interest of the debtors, their estates, and
their creditors."

                    About FriendFinder Networks

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

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

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

U.S. Bankruptcy Judge Christopher Sontchi approved the company's
disclosure statement, a description of the reorganization plan, at
a hearing on Nov. 5 in Wilmington, Delaware.

FriendFinder will seek court approval of its reorganization plan
to exit bankruptcy at a hearing scheduled for Dec. 16.  Objections
to the plan have to be filed by Dec. 9.


FRIENDFINDER NETWORKS: Can Employ Greenberg Traurig as Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
FriendFinder Networks Inc., et al., permission to employ Greenberg
Traurig, LLP, as counsel to the Debtors, nunc pro tunc as of the
Petition Date.

As reported in the TCR on Oct. 3, 2013, the following
professionals will take a primary role in representing the Debtors
and will be paid the following hourly rates:

Nancy A. Mitchell, Esq. -- mitchelln@gtlaw.com       $795
David D. Cleary, Esq. -- clearyd@gtlaw.com           $535
Dennis A. Meloro, Esq. -- melorod@gtlaw.com          $513
Matthew L. Hinker, Esq. -- hinkerm@gtlaw.com         $463
Paul T. Martin, Esq. -- martinpt@gtlaw.com           $423
Kevin Garland, Esq. -- garlandk@gtlaw.com            $333
Ari Newman, Esq. -- newmanar@gtlaw.com               $319
Doreen Cusumano, senior paralegal                    $288
Elizabeth Thomas, paralegal                          $234

Other attorneys and paralegals will render services to the Debtors
as needed.  Generally, Greenberg Traurig's hourly rates are in the
following ranges: $350 to $1,145 for shareholders, $265 to $1,050
for Of counsel, $130 to $725 for associates, and $65 to $335 for
legal assistants/paralegals.  The firm will also be reimbursed its
necessary out-of-pocket expenses.

Ms. Mitchell, a shareholder at Greenberg Traurig, LLP, in New
York, assures the Court that it is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.  Prior to the Petition Date, Greenberg Traurig received
from the Debtors an advance payment retainer totaling $250,000, a
portion of which has been applied in satisfaction of prepetition
fees and expenses incurred by the firm on behalf of the Debtors.
Greenberg Traurig currently holds a retainer in the approximate
amount of $351,450.

                    About FriendFinder Networks

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

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

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

U.S. Bankruptcy Judge Christopher Sontchi approved the company's
disclosure statement, a description of the reorganization plan, at
a hearing on Nov. 5 in Wilmington, Delaware.

FriendFinder will seek court approval of its reorganization plan
to exit bankruptcy at a hearing scheduled for Dec. 16.  Objections
to the plan have to be filed by Dec. 9.


FURNITURE BRANDS: Delays Filing of Form 10-Q for Sept. 28 Quarter
-----------------------------------------------------------------
Furniture Brands International, Inc., disclosed in a regulatory
filing Friday that it has determined that it is unable to file its
quarterly report on Form 10-Q for the quarter ended Sept. 28,
2013, in a timely manner and that it does not expect to be able to
file the Form 10-Q within the five-day extension permitted by the
rules of the United States Securities and Exchange Commission.

According to the Company, due to the demands associated with the
bankruptcy filing and related activities, including a proposed
sale of substantially all of the Company's assets under Section
363 of the Bankruptcy Code, the Company has been unable to
complete the preparation of the Form 10-Q.

                       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.


FURNITURE BRANDS: Royce No Longer Owns Shares as of Aug. 31
-----------------------------------------------------------
Royce & Associates, LLC, filed on Nov. 5, 2013, Amendment No. 4 to
the Schedule 13G (CUSIP No. 360921209) to disclose that as of Aug.
31, 2013, it holds 0 number of shares of Furniture Brands
International, Inc.'s Company Stock.  A copy of the Schedule 13G
Amendment No. 4 is available at http://is.gd/Ddfc7h

                       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.


GLOBAL AVIATION: Files Voluntary Chapter 11 Bankruptcy Petition
---------------------------------------------------------------
Global Aviation Holdings, Inc., the largest commercial provider of
charter air services to the US Military and a major provider of
worldwide commercial global passenger and cargo air transportation
services, on Nov. 12 that the Company and its subsidiaries,
including its two operating airlines World Airways and North
American Airlines, have filed voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware.  The Company
has taken this action to strengthen its balance sheet and gain
financial flexibility as it continues to realign its operations.
The Company intends to continue to operate during the
reorganization process.

As part of the reorganization, the Company is taking steps to
align its cost structure with the realities of market demand.  The
Company expects to reduce its workforce accordingly by
approximately 16% of the employees over the next 90 days.

"We intend to use the reorganization process to help implement our
plan to lower costs, stabilize our businesses, grow revenue and
diversify our product lines," said John Graber, Chief Executive
Officer.  "We have taken a number of steps to improve our
operations over the past few months and we were making great
progress; however, the continued worldwide downturn in commercial
freight markets coupled with the military's decision to
immediately curtail its cargo expansion flying has made it
necessary for us to undertake this court-supervised
reorganization.  We believe that this reorganization will enable
us to reduce our debt and implement operational changes, while
maintaining our commitment to safety, compliance and reliable
customer service."

He continued, "We appreciate the ongoing dedication of our
employees, whose hard work is critical to our success and the
future of our company.  Regrettably, as a result of a necessary
reduced fleet size and as a part of this reorganization, jobs will
be impacted.  We are committed to treating those who are affected
with the respect and dignity they deserve.  We will support them
as best we can in their transition."

In conjunction with its reorganization, the Company has obtained
debtor-in-possession (DIP) financing from its first lien lenders.
On Court approval, the new financing and cash generated from the
Company's ongoing operations will be used to support the business
during the reorganization process.

The Company has filed various motions with the Court in support of
its reorganization, including requesting authorization to continue
paying employee wages and providing health care and other
benefits.  The Company has also asked for authority to continue
existing customer programs and intends to pay vendors for goods
and services provided after the filing date of November 12, 2013.

The Company has established a toll-free Restructuring Information
Hotline for interested parties, at (877) 726-6511 in North America
or internationally at (424) 236-7251.  Additional information is
available on the Company's website at http://www.glah.comCourt
filings and other documents related to the reorganization
proceedings are available on a separate website administered by
the Company's claims agent, KCC, at http://www.kccllc.net/GLAH

                  About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- is the
parent company of North American Airlines and World Airways.
North American Airlines, founded in 1989, operates passenger
charter flights using B767-300ER aircraft.  Founded in 1948, World
Airways -- http://www.woa.com-- operates cargo and passenger
charter flights using B747-400 and MD-11 aircraft.


GLOBAL AVIATION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Global Aviation Holdings Inc.
        101 World Drive
        Peachtree City, GA 30269

Case No.: 13-12945

Pending bankruptcy cases filed by affiliated debtors:

        New ATA Investment Inc.
        New ATA Acquisition Inc.
        World Air Holdings, Inc.
        World Airways, Inc.
        North American Airlines, Inc.
        Global Shared Services, Inc.

Type of Business: Commercial Provider of Charter Air
                  Transportation for the U.S. Military

Chapter 11 Petition Date: November 11, 2013

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

Debtor's Counsel: Christopher A. Ward, Esq.
                  POLSINELLI PC
                  222 Delaware Avenue, Suite 1101
                  Wilmington, DE 19801
                  Tel: 302-252-0920
                  Fax: 302-252-0921
                  Email: cward@polsinelli.com

                     - and -

                  HAYNES AND BOONE, LLP

Debtor's          Imperial Capital, LLC
Restructuring
Advisors:

Estimated Assets: $500 million to $1 billion

Estimated Liabilities: $500 million to $1 billion

The petition was signed by William A. Garrett, executive vice
president & chief financial officer.

List of Debtor's 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
DFAS-CO/FPS/F                       Trade Debt      $4,187,628
Barbara Calogero
DFAS-Columbus Center
Columbus, OH 43218

International Lease                 Trade Debt      $2,971,975
Finance Corp
1999 Avenue of the
Stars, 39th Floor
Los Angeles, CA 90067

Israel Aerospace Industries Ltd     Trade Debt      $2,440,187
Ben Gurion International Airport
Tel Aviv 70100 Israel

GECAS                               Trade Debt      $2,049,488
3860 E. Holmes Road
Memphis, TN 38118

Aircastle Advisor LLC               Trade Debt      $1,675,760
300 First Stamford Place
Stamford, CT 06902

Castle 2003-2 B LLC                 Trade Debt      $1,489,506
c/o Wilmington Trust
Wilmington, DE 19890-1605

Aquila Aircraft Leasing, Ltd        Trade Debt      $1,229,989
c/o Vedder Price, PC
1633 Broadway, 47th Floor
New York, NY 10019

DSSN 3801 LI CRAF                   Trade Debt      $1,078,463
3802 Limestone Field Site
Indianapolis, IN 46226

Lufthansa Tecknik                   Trade Debt        $784,843
Clemens Geercken
801 Brickell Ave., Ste 500
Miami, FL 33131

Hapag-Lloyd                         Trade Debt        $779,286
Gladys Lopez
401 E. Jackson St, Ste 3200

Tampa, FL 33602

Pratt & Whitney Group                 Trade Debt      $703,826
Tom Dorian
400 Main Street
East Hartford, CT 06108

Jeppesen                              Trade Debt      $429,215
PO Box 840864
Dallas, TX 75284

United Aviation Services              Trade Debt      $363,474
Jay Ammar Husary
PO Box 54482, Dubai
Airport Zone, Dubai UAE

UTi United States, Inc.               Trade Debt      $341,639
3717 Wilson Road, SE
Suite 100
Atlanta, GA 30354

GE Capital Modular Space              Trade Debt      $326,422
PO Box 641596
Pittsburgh, PA 15264

Eurocontrol                           Trade Debt      $274,565
Elitza Dentcheva, Central Route
Charges Office, Rue de la Fusee 96
Brussels, B-1130 Belgium

Maryland Aviation Administration      Trade Debt      $257,892
PO Box 8766
Baltimore, MD 21240

Troutman Sanders, LLP                 Trade Debt      $242,004
PO Box 933652
Atlanta, GA 31193

Aercap Aviation Solutions             Trade Debt      $235,562
100 NE 3rd Ave., Ste. 800
Fort Lauderdale, FL 33301

Eurocontrol ? Ing Belgium              Trade Debt     $211,521
Elitza Dentcheva, Central
Route Charges
Office, Rue de la Fusee 96
Brussels, B-1130 Belgium

Nordam Repair Division                 Trade Debt     $203,301
PO Box 732060
Dallas, TX 75373

Aeroturbine, Inc.                      Trade Debt     $198,310
2323 NW 82nd Ave
Miami, FL 33122

Team SAI M&E Solutions LLC             Trade Debt     $170,998
1003 Virginia Ave.
Atlanta, GA 30354

The Boeing Company                     Trade Debt     $170,755
PO Box 3707
Seattle, WA 98124

Honeywell                              Trade Debt     $135,448
21380 Network Place
Chicago, IL 60673

Pan Am International Flight Academy    Trade Debt     $134,575
Gregory Darrow
5000 NW 36th St.
Miami, FL 33122

Curtis Power Company                   Trade Debt     $130,785
205 High Ridge Road
Stamford, CT 06905

Unical Aviation                        Trade Debt     $122,411
4775 Irwindale Ave.
Irwindale, CA 91706

Skytech Aviation, Inc.                 Trade Debt     $112,762
4100 NW 10th Ave., Ste. 101
Oakland Park, FL 33309

AT&T                                   Trade Debt     $111,538
PO Box 105068
Atlanta, GA 30348


GOOD SAM: Has Cash Tender Offer for 11.50% Sr. Secured Notes
------------------------------------------------------------
Good Sam Enterprises, LLC, has commenced a tender offer to
purchase for cash any and all of its outstanding 11.50 Percent
Senior Notes due 2016.  Under the terms of the Offer, holders of
the Notes who validly tender and do not withdraw their Notes prior
to 5:00 p.m., Eastern Standard Time (EST), on Nov. 19, 2013, will
receive $1,092.75 per $1,000  principal amount of Notes (the
"Total Consideration"), which is equal to (i) $1,042.75 per $1,000
principal amount of Notes validly tendered and accepted for
payment prior to the Early Tender Deadline plus (ii) an early
tender payment of $50.00 per $1,000 principal amount of Notes
validly tendered and accepted for payment.  Accrued interest up
to, but not including, the applicable payment date of the Notes
will be paid in cash on all Notes validly tendered and accepted
for payment.  A summary of the Offer is outlined below:

CUSIP No.                    38211PAA7

Outstanding                  $325,574,000
Principal
Amount

Title of Security            11.50% Senior Secured Notes due 2016

Tender Offer                 $1,042.75
Consideration(1)

Early Tender                 $50
Payment (2)

Total Consideration(1)(2)(3) $1,092.75

The Offer is scheduled to expire at 11:59 p.m. EST, on Dec. 4,
2013, unless extended or earlier terminated.  Tendered Notes may
be withdrawn at any time on or prior to 5:00 p.m. EST, on Nov. 19,
2013, unless that time is extended by the Company.  Tenders of
Notes may not be withdrawn after the Withdrawal Deadline except to
the extent required by applicable law.  Payment for Notes validly
tendered and not validly withdrawn on or prior to the Early Tender
Deadline will be made promptly following the Early Tender Deadline
(expected to be on or about Nov. 20, 2013).  Payment for Notes
validly tendered after the Early Tender Deadline will be made
promptly following the Expiration Date (expected to be on or about
Dec. 5, 2013).  Holders of Notes that are validly tendered after
the Early Tender Deadline and on or prior to the Expiration Date,
and accepted for payment, will receive only the Tender Offer
Consideration set forth in the table above and not the Early
Tender Payment.

Completion of the Offer is conditioned upon receipt of debt
financing on terms satisfactory to the Company and in an amount
which will be sufficient to fund the purchase of Notes validly
tendered in the Offer and to satisfy and discharge the indenture
under which the Notes were issued in accordance with its terms by
depositing the redemption price in trust.  The Offer is also
subject to the satisfaction or waiver of certain other conditions
as set forth in the Offer to Purchase.

The complete terms and conditions of the Offer are set forth in an
Offer to Purchase that is being sent to holders of the Notes.
Holders are urged to read this document carefully before making
any decision with respect to the Offer.

Holders may obtain copies of the Offer to Purchase from the
Information Agent and Tender Agent for the Offer, D.F. King & Co.,
Inc., at (212) 269-5550 (banks and brokers) and (800) 207-3158
(all others).

Goldman, Sachs & Co. is serving as the Dealer Manager for the
Offer.  Questions regarding the Offer may be directed to Goldman,
Sachs & Co., Liability Management Group at (800) 828-3182 (toll
free) or (212) 357-0215 (collect).

Neither the Company, the Dealer Manager, the Information Agent and
Tender Agent nor any other person makes any recommendation as to
whether holders of Notes should tender their Notes, and no one has
been authorized to make such a recommendation.

                           About Good Sam

Ventura, Calif.-based Affinity Group Holding, Inc., now known as
Good Sam Enterprises, LLC, is a holding company and the direct
parent of Affinity Group, Inc.  The Company is an indirect wholly-
owned subsidiary of AGI Holding Corp, a privately-owned
corporation.  The Company is a member-based direct marketing
organization targeting North American recreational vehicle owners
and outdoor enthusiasts.  The Company operates through three
principal lines of business, consisting of (i) club memberships
and related products and services, (ii) subscription magazines and
other publications including directories, and (iii) specialty
merchandise sold primarily through its 78 Camping World retail
stores, mail order catalogs and the Internet.

Good Sam reported net income of $9.37 million in 2012, as compared
with net income of $3.90 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $251.32 million in total assets,
$487.52 million in total liabilities and a $236.20 million total
member's deficit.

                           *     *     *

Affinity Group Inc. carries 'B3' long term corporate family and
probability of default ratings, with 'stable' outlook, from
Moody's Investors Service.

As reported in the Troubled Company Reporter on November 9, 2010,
Standard & Poor's Ratings Services assigned Affinity Group Inc.'s
proposed $325 million senior secured notes due 2016 its
preliminary 'B-' issue-level rating.  Following the close of the
proposed transaction, S&P expects to assign a 'B-' corporate
credit rating to Affinity Group Inc., and withdraw S&P's current
'D' corporate credit rating on Affinity Group Holding Inc.  A
portion of the proceeds of the new notes will be used, in
conjunction with cash contributions from Holding's parent, to
repay in full $88 million of senior notes that are currently
outstanding at Holding.

S&P said the expected 'B-' corporate credit rating on Affinity
Group reflects S&P's expectation that, following the proposed
refinancing transaction, adjusted debt leverage will be reduced by
about 1x, the company will not have any meaningful near-term debt
maturities, and the company will generate some discretionary cash
flow (albeit minimal).  Still, credit measures will remain
relatively weak, as adjusted debt leverage will remain above 6.0x
(S&P's operating lease adjustment adds about a turn to leverage),
and S&P expects interest coverage to remain in the low- to mid-
1.0x area over the intermediate term.


GROEB FARMS: March 31 Set as Governmental Unit's Bar Date
---------------------------------------------------------
In the Chapter 11 case of Groeb Farms, Inc., the U.S. Bankruptcy
Court for the Eastern District of Michigan, Southern Division, (i)
established Nov. 4, 2013, as the date by which general creditors
were to file proofs of claim, including claims arising under
Section 503(b)(9) of the Bankruptcy Code; and (ii) March 31, 2014,
as the date by which governmental creditors must file proofs of
claim.

Groeb Farms will return to the Court on Nov. 21, 2013, at
1:30 p.m., for a hearing to approve the Disclosure Statement
explaining its Plan of Reorganization.  Responses and objections,
if any, to the approval of the Disclosure Statement must be filed
so as to be actually received on or before Nov. 15, 2013.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/groebfarms.doc0023.pdf

As reported in the TCR on Oct. 17, 2013, to bolster its
restructuring efforts, the Debtor executed separate restructuring
support agreements with Honey Financing Company, LLC, an affiliate
of Peak Rock Capital; its senior subordinated debt holders, Argosy
Investment Partners II, L.P., and Marquette Capital Fund I, LP;
and the interim class action co-lead counsel in the consolidated
putative class action pending in the U.S. District Court for the
Northern District of Illinois.

Pursuant to the Honey Financing RSA, Honey Financing agreed, among
other things, to provide the DIP Facility up to the amount of
$27 million, the Exit Facility, and vote to accept the Plan by
balloting in favor of the Plan.

The Plan distributes all of the equity in the Reorganized Debtor
to both the Debtor's Senior Lender, HC Capital Holdings 0909A,
LLC, as assignee of Wells Fargo Bank, National Association, and
the Debtor's DIP Lender; satisfies senior subordinated debts with
new notes and warrants; distributes proceeds of Causes of Action
to unsecured creditors; cancels prior equity Interests; and
continues the business of the Debtor.

All classes of claims, except for unsecured convenience class
claims, are impaired under the Plan.

On the effective date, the Reorganized Debtor will issue new
equity for distribution to holders of DIP Facility Claims and
Senior Loan Claims.  In no event will more than $10 million of DIP
Facility Claims and Senior Loan Claims in the aggregate be
satisfied with the New Equity.

The Reorganized Debtor will also issue new subordinated notes and
new warrants; provided, however, that the aggregate amount of the
New Subordinated Notes will not exceed $3 million and the
aggregate amount of the New Warrants will not exceed 13% of the
New Equity.

                       About Groeb Farms

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

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


HAWAII OUTDOOR: Creditors Committee Has Opposition to Sale
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Hawaii Outdoor
Tours, Inc., filed with the U.S. Bankruptcy Court for the District
of Hawaii on Nov. 4, 2013, its limited opposition to the proposed
sale of the substantially all of Hawaii Outdoor Tours, Inc.'s
assets.

The Committee explains: "If the Motion is granted, the
estate will be left administratively insolvent as the proceeds
from the sale of Debtor's assets will be used to pay (1) the real
estate broker; (2) the Trustee and his counsel; and (3) First
Citizens Bank.  No money will be available to pay other
administrative claims, including for the attorneys' fees and costs
of Committee counsel or to pay any dividend whatsoever to
unsecured creditors.  The Motion, which calls for a sale of
substantially all of Debtor's assets, the payment of certain
claims (but not all administrative claims) and the dismissal of
the case, is essentially a de facto plan that could not be
confirmed under Section 1129.

"Thus, unless there is overbidding in an amount sufficient to
result in a dividend to unsecured creditors, or, unless one or
more of the secured creditors carve out a sufficient amount of
their proceeds to pay Committee counsel fees and a dividend to
unsecured creditors, the Motion should be denied.  Further, even
were the Court to grant the Motion and approve the sale of assets
and assignment of Lease No. S-5844, this case should not be
immediately dismissed."

                        County of Hawaii

Interested Party County of Hawaii filed a response.  It asserts:

"The County of Hawaii has issued two Orders of Violation with
respect to conditions at the Naniloa Hotel.  These Orders of
Oct. 8, 2013, and Oct. 28, 2013, provide for civil fines as set
forth in the Orders.  The County has also issued Notices of
Violation of May 9, 2013, June 25, 2013, Oct. 10, 2013, and the
Second Declaration of Gantry Andrade regarding the violations of
the Fire Code.

"It is the County's position that these regulatory fines are 11
U.S.C. Section 503(b) administrative expense priority claims and
must be paid as administrative expenses as provided for in the
Trustee's Motion by way of a distribution from the Administrative
Expense Fund.

"County of Hawaii, submits that the Trustee authorized to assume
and assign the DLNR Lease and sell assets of the estate on the
following conditions:

  (1) the existing civil fines as per the Orders of Oct. 8, 2013,
and Oct. 28, 2013, and any other fines incurred before the closing
are administrative expenses and must be paid pursuant to the
Administrative Expense Fund;

  (2) that if the DLNR Lease is assigned and the Estate's property
sold, the County's Notices of Violations and Orders continue in
place, and if there is a 11 U.S.C. Section 363(f) sale, the sale
is not free of the "interests" of the County of Hawaii.

  (3) the "AS IS" provision of the Purchase and Sale Agreement
requires the Buyer take the Naniloa and other property of the
Estate subject to the County of Hawaii's Notices of Violation and
Orders of Oct. 8, 2013, and Oct. 28, 2103, and any other Notices
of Violation and Orders issued by the County prior to closing."

A copy of The County of Hawaii's Response to the Trustee's Motion
is available at http://bankrupt.com/misc/hawaiioutdoor.doc512.pdf

                          Sale of Assets

As reported in the TCR on Oct. 28, 2013, David C. Farmer, Chapter
11 Trustee of Hawaii Outdoor Tours, Inc., sought the Bankruptcy
Court's approval of the sale of substantially all of the Debtor's
assets to an entity formed by America Asia Travel Center Inc.,
Ramesh Manchanda, and Nirmal Kumar.

The Trustee also sought approval of the assignment, without the
consent of any party, of the assumed, unexpired leasehold interest
under that certain State of Hawaii DLNR General Lease No. S-5844
dated Jan. 20, 2006 (the "Hotel Lease"), free and clear of liens
and encumbrances.

The Purchaser agreed to purchase the Hotel Assets for the amount
of $3,500,000.  The Purchaser also agreed to pay all amounts
necessary to cure defaults under the DLNR Lease, in an amount not
to exceed $1,500,000, so that the DLNR Lease may be assumed and
assigned.  Further, the Purchaser will replace a performance bond
in favor of the DLNR to secure the DLNR Lease in the amount of two
times the annual rent, which bond amount currently is about
$1,000,000.

The Trustee also sought authorization of partial distribution of
the sales proceeds to: (a) pay all usual and customary closing
costs paid by the Seller as provided in the PSA; (b) fund a
reserve, subject to mutual agreement with First-Citizens
Bank in an amount that the Trustee believes is appropriate for
allowed administrative expense claims and the Trustee's
professional expenses; (c) compensation under 11 U.S.C. Section
326 to the Trustee, in the reduced amount to which the Trustee and
First-Citizens have agreed; and (d) the balance to First-Citizens
on account of its senior lien secured by the Hotel.

The Trustee, after closing of the sale and final determination of
administrative expense claims, will seek dismissal of the case
because there will not be any funds nor other property remaining
to be administered under the Court's jurisdiction.

A copy of the terms of sale is available for free at:

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

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Naniloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortar alone was valued in excess of
$35 million by First Regional's appraiser and the insurance
company.

Bankruptcy Judge Robert J. Faris oversees the case.  Ramon J.
Ferrer, Esq., represents the Debtor as counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents secured creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.

Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.


HAWAII OUTDOOR: Sole Shareholder KDC Has Full-Payment Plan
----------------------------------------------------------
Ken Direction Corporation, the sole shareholder of Hawaii Outdoor
Tours, Inc., filed with the U.S. Bankruptcy Court for the District
of Hawaii on Nov. 4, 2013, a proposed plan of reorganization for
the Debtor.  The Plan contemplates the full payment to both
secured and unsecured creditors of the Debtor on the Plan's
effective date.

The source of about $14,000,000 in funds for the Plan will be the
proceeds from the sale of real estate owned by HPAC, LLC, to the
Shalom Amar Revocable Trust 2000 by way of a 1031 exchange.  HPAC,
LLC is an affiliated company of the Proponent.

KDC will retain its shares of common stock in the Reorganized
Debtor.

A copy of KDC's Plan for the Debtor is available at:

        http://bankrupt.com/misc/hawaiioutdoor.doc515.pdf

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Naniloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Naniloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortar alone was valued in excess of
$35 million by First Regional's appraiser and the insurance
company.

Bankruptcy Judge Robert J. Faris oversees the case.  Ramon J.
Ferrer, Esq., represents the Debtor as counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents secured creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.

Timothy J. Hogan, Esq., represents David C. Farmer, the Chapter 11
Trustee, as counsel.

Christopher J. Muzzi, Esq., at Tsugawa Biehl Lau & Muzzi, LLLC,
represents the Official Committee of Unsecured Creditors as
counsel.


HAZEL INVESTMENTS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Hazel Investments LP
        1451 High Street, Suite 215
        Washington, MO 63090

Case No.: 13-44254

Chapter 11 Petition Date: November 10, 2013

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Debtor's Counsel: Nicholas A. Franke, Esq.
                  THE FRANKE LAW FIRM LLC
                  P.O. Box 270592
                  St. Louis, MO 63127
                  Tel: 314-458-6331
                  Fax: 314-480-7234
                  Email: nfranke@frankelawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Douglas E. Hazel, president, Hazel of
Nevada, Inc., general partner of Debtor.

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


HD SUPPLY: Reports $720 Million Net Sales in August
---------------------------------------------------
HD Supply Holdings, Inc., reported fiscal 2013 monthly net sales
of $720 million in August, $690 million in September and an
estimated $885 million in October.  The October net sales are
preliminary estimates.  Monthly net sales for the same periods in
fiscal 2012 were $676 million in August, $639 million in September
and $831 million in October.  The fiscal 2013 year-over-year
monthly net sales growth was 6.5 percent, 8.1 percent and an
estimated 6.5 percent in August, September and October,
respectively.  Excluding the impact of acquisitions and the Crown
Bolt and The Home Depot, Inc., contract amendment, fiscal 2013
year-over-year monthly net sales growth was 5.8 percent, 7.3
percent and an estimated 5.8 percent in August, September and
October, respectively.  The Company's fiscal months for August,
September and October in both years included four weeks, four
weeks and five weeks, respectively.

"Our preliminary estimate for third quarter sales reflects solid
execution in the midst of market uncertainties," said Joe
DeAngelo, CEO of HD Supply.  "Our sales growth continues to
outpace our estimates of market growth, despite continued
sluggishness in non-residential, increased softness in utility and
increased uncertainty in municipal end-markets, all of which we
expect to be a headwind for the remainder of our fiscal year.  As
we navigate through these market conditions, our focus remains on
controllable execution.  We will invest for growth while at the
same time reducing costs across our businesses, enabling us to
continue strengthening our leadership positions in our attractive
markets."

Baird's 2013 Industrial Conference

DeAngelo gave a presentation at Baird's 2013 Industrial Conference
in Chicago on Wednesday, November 6 at 9:30 am Central.  A live
webcast of this presentation will be available on HD Supply's
investor relations site at hdsupply.com.  A replay will be
available shortly after the conclusion of the live presentation.
The presentation was furnished to the U.S. Securities and Exchange
Commission on a Form 8-K, a copy of which is available at:

                        http://is.gd/xZGaso

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

For the 12 months ended Feb. 3, 2013, the Company incurred a net
loss of $1.17 billion on $8.03 billion of net sales, as compared
with a net loss of $543 million on $7.02 billion of net sales for
the 12 months ended Jan. 29, 2012.  As of Aug. 4, 2013, the
consolidated balance sheet showed $6.58 billion in total assets,
$7.34 billion in total liabilities and a $753 million total
stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HIGH MAINTENANCE: Nov. 14 Hearing on Exclusivity Extension
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
convene a hearing on Nov. 14, 2013, at 9:00 a.m., to consider the
motion filed by High Maintenance Broadcasting LLC, and GH
Broadcasting, Inc., for extension of exclusivity periods.

As reported in the Troubled Company Reporter on Oct. 21, 2013, the
Debtors requested that the Court extend their exclusive periods to
file a plan of reorganization and solicit acceptances of that plan
until Jan. 6, 2014, and March 7, 2014, respectively.

Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, the attorney
for the Debtors, said the Debtors require 45-day extensions of the
exclusivity period and the confirmation period so that they may
continue their turnaround efforts while negotiating and developing
the terms of a confirmable plan of reorganization.  The Debtors
are engaged in good-faith negotiations with their largest
creditors regarding the terms of a plan.

The Debtors were scheduled to participate in mediation in Dallas,
Texas, on Oct. 24, 2013, with their largest creditors.  "The
Debtors are hopeful of making meaningful progress toward a
consensual plan of reorganization at mediation.  However, the
terms of a plan will depend, to some degree, on both the outcome
of the Debtors' ongoing negotiations with its largest lenders and
the degree to which the Debtors are able to increase their revenue
over during the remainder of 2013," Mr. Neligan said.

The Debtors, according to Mr. Neligan, have been exploring
alternatives to a traditional plan of reorganization, including a
sale of substantially all of the Debtors' assets.  They have held
negotiations with various parties and anticipate that those
negotiations will continue while the Debtors prepare and propose a
plan.

                       About High Maintenance

High Maintenance Broadcasting, LLC, owns and operates the
television broadcasting station KUQI (Channel 38), which is
licensed in Corpus Christi, Texas.

On June 17, 2013, an involuntary petition for relief (Bankr.
S.D. Tex. Case No. 13-20270) was filed against High Maintenance by
Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy,
Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises,
LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J.
Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family,
Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section
303 of the Bankruptcy Code.

An involuntary petition under Chapter 11 of the U.S. Bankruptcy
Code was also filed against GH Broadcasting, Inc., on July 2,
2013.  GH Broadcasting owns and operates television broadcast
stations KXPX CA and KTOV LP, which are licensed in Corpus
Christi, Texas.

On July 24, 2013, the Debtors filed responses to the involuntary
petition, in which they assented to the entry of an order for
relief.  The Court entered on July 25, 2013, consensual orders for
relief in each of the Debtors' cases.  On Aug. 1, 2013, the Court
entered an order for the joint administration of the cases.

The Debtors' counsel are Patrick J. Neligan Jr., Esq., and John D.
Gaither, Esq., at Neligan Foley LLP.


HORIZON LINES: Posts $4.1 Million Net Income in 3rd Quarter
-----------------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $4.08 million on $273.66 million of operating revenue for the
quarter ended Sept. 22, 2013, as compared with net income of $1.85
million on $279.60 million of operating revenue for the quarter
ended Sept. 23, 2012.

For the nine months ended Sept. 22, 2013, the Company reported a
net loss of $17.77 million on $777.93 million of operating revenue
as compared with a net loss of $76.72 million on $813.89 million
of operating revenue for the nine months ended Sept. 23, 2012.

The Company's balance sheet at Sept. 22, 2013, showed $642.85
million in total assets, $675.01 million in total liabilities and
a $32.16 million total stockholders' deficiency.

"Horizon Lines third-quarter adjusted EBITDA increased 29.6% over
the same period a year ago, driven largely by reduced vessel
charter expense, increased non-transportation revenue, lower dry-
dock transit and crew-related expenses and reduced overhead," said
Sam Woodward, president and chief executive officer.  "The factors
driving adjusted EBITDA growth were partially offset by reduced
fuel recovery and certain contractual and inflationary increases
in operating expenses more than offsetting a modest improvement in
rates, net of fuel.  Results represent the third consecutive
quarter with double-digit percentage growth in adjusted EBITDA
over prior-year results, adding further momentum to our
improvement of Horizon Lines' financial performance."

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

                        http://is.gd/piX2VA

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HOSPITALITY STAFFING: Has Court Clearance to Auction Assets Dec. 6
------------------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that a
bankruptcy judge has cleared Hospitality Staffing Solutions to
auction its assets Dec. 6, with a lead offer from an investor
group that includes private equity firm Littlejohn & Co.

               About Hospitality Staffing Solutions

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

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

The sale transaction is subject to higher and better offers.

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

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


INFINIA CORP: Creditors' Panel Hires Parsons Behle as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Infinia
Corporation and Powerplay Solar I, LLC, seeks authorization from
the U.S. Bankruptcy Court for the District of Utah to retain
Parsons Behle & Latimer as counsel to the Committee.

The Committee requires Parsons Behle to:

   (a) represent the Committee in its investigation of, analysis
       of, and consultations with the Debtor concerning the
       history, operation, and liquidation of the Debtor's
       businesses and assets and the administration of the
       Debtor's cases;

   (b) represent the Committee and the interests of unsecured
       creditors in negotiations toward, and the confirmation and
       consummation of, any reorganization plan;

   (c) represent the Committee and the interests of unsecured
       creditors in all matters before the Court in this case; and

   (d) perform all other necessary legal services that are in the
       best interest of the Committee and the unsecured creditors
       of the Debtor.

J. Thomas Beckett will be primarily responsible for Parsons
Behle's representation of the Committee.  His billing rate is $450
per hour. Other attorneys and paraprofessionals will assist on an
as-needed basis.

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

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

Parsons Behle can be reached at:

       J. Thomas Beckett, Esq.
       PARSONS BEHLE & LATIMER
       One Utah Center
       201 South Main Street, Suite 1800
       PO Box 45898
       Salt Lake City, UT 84145-0898
       Tel: (801) 532-1234
       E-mail: tbeckett@parsonsbehle.com

                      About Infinia Corp.

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

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

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


INFINIA CORP: Has Final OK to Obtain $5.4-Mil. in DIP Financing
---------------------------------------------------------------
On Oct. 11, 2013, the U.S. Bankruptcy Court for the District of
Utah entered a final order authorizing Infinia Corporation and
PowerPlay Solar I, LLC, to obtain postpetition secured DIP
Financing of up to $5,400,000 from Atlas Global Investment
Management LLP, as administrative agent and collateral agent, and
the DIP Lenders.  The Debtors are also authorized to use
collateral (including, without limitation, cash collateral).  A
copy of Final DIP Financing Order is available at:
http://bankrupt.com/misc/infiniacorp.doc99.pdf

                         About Infinia Corp.

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

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

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


INFINITY ENERGY: Reports $15K Net Income for Q3 Ended Sept. 30
--------------------------------------------------------------
Infinity Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net income of $155,784 for the three months ended
Sept. 30, 2013, compared to a net income of $4.19 million for the
same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $4.77
million in total assets, $5.74 million in total liabilities, and
stockholders' deficit of $16.15 million.

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

                       http://is.gd/NpSmn0

                      About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.


INFINITY ENERGY: Incurs $639,000 Net Loss in Third Quarter
----------------------------------------------------------
Infinity Energy Resources, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a loss applicable to common shareholders of $639,477
for the three months ended Sept. 30, 2013, as compared with income
applicable to common shareholders of $3.48 million for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
loss applicable to common shareholders of $4.34 million as
compared with income applicable to common shareholders of $2.13
million for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $4.76
million in total assets, $5.74 million in total liabilities,
$15.17 million in total redeemable, convertible preferred stock,
and a $16.15 million total stockholders' deficit.

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

                        http://is.gd/NpSmn0

                      About Infinity Energy

Overland Park, Kansas-based Infinity Energy Resources, Inc., and
its subsidiaries, are engaged in the acquisition and exploration
of oil and gas properties offshore Nicaragua in the Caribbean Sea.

Infinity Energy disclosed net income of $2.90 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.52 million
during the prior year.

EKS&H LLLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses, has no on-going
operations, and has a significant working capital deficit, which
raises substantial doubt about its ability to continue as a going
concern.


INSPIREMD INC: Files Copy of Slide Presentation with SEC
--------------------------------------------------------
InspireMD, Inc., intends, from time to time, to present or
distribute to the investment community and utilize at various
industry and other conferences a slide presentation, a copy of
which is available for free at http://is.gd/E9egQq

                          About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

InspireMD incurred a net loss of $29.25 million for the year ended
June 30, 2013, as compared with a net loss of $17.59 million
during the prior year.  The Company's balance sheet at June 30,
2013, showed $20.74 million in total assets, $4.64 million in
total liabilities and $16.10 million in total equity.


INFUSYSTEM HOLDINGS: To Issue Third Quarter Results on Nov. 12
--------------------------------------------------------------
InfuSystem Holdings, Inc., will issue results for the third
quarter of 2013 on Tuesday, Nov. 12, 2013, at approximately 7:00
a.m. Eastern Time.

The Company will also conduct a conference call for investors on
Tuesday, Nov. 12, 2013, at 9:00 a.m. Eastern Time to discuss third
quarter performance and results.  To participate in this call,
please dial in toll-free (877) 261-8992 and use the confirmation
number 36056983.

A replay of the call will be available via the Company's Web site
for 90 days following the call at:

                 http://www.infusystem.com/investors

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
as compared with a net loss of $45.44 million in 2011.  As of
June 30, 2013, the Company had $75.75 million in total assets,
$34.94 million in total liabilities and $40.80 million in
total stockholders' equity.


INT'L FOREIGN EXCHANGE: Hires CDG Group to Provide CFO
------------------------------------------------------
International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P. ask for permission
from the U.S. Bankruptcy Court for the Southern District of New
York to employ CDG Group, LLC to provide crisis management
services and employ Michael Meenan as chief restructuring officer,
nunc pro tunc to Oct. 17, 2013.

CDG Group and Mr. Meenan will provide restructuring and crisis
management services as requested by the Debtors and described in
the Engagement Agreement , including, but not limited to the
following:

   (a) serve as a principal contact with the Debtors' creditors
       with respect to the Debtors' financial and operational
       matters;

   (b) gather and analyze data, including the Debtors' existing
       indebtedness, interview appropriate management and evaluate
       the Debtors' existing liquidity, financial forecasts and
       budgets;

   (c) evaluate the feasibility of strategic alternatives being
       considered by the Debtors given their current operating
       businesses, current capital structure and business
       prospects;

   (d) manage the liquidation of the Debtors' assets, including
       communicating with potential interested parties;

   (e) assist the Debtors in their preparation for any necessary
       filing under the U.S. Bankruptcy Code; and

   (f) perform such other services and analyses relating to the
       foregoing and as the parties hereto mutually agree.

As set forth in the engagement agreement, CDG Group will bill the
Debtors for its services and those of Mr. Meenan.  A monthly fee
equal to $75,000 for the first month and $50,000 for each month
thereafter.

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

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

CDG Group can be reached at:

       Michael Meenan
       CDG GROUP, LLC
       645 Fifth Avenue, 11th floor
       New York, NY 10022
       Tel: (212) 813-1709
       Fax: (212) 813-0580
       E-mail: mmeenan@cdggroup.com

         About International Foreign Exchange Concepts

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

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

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


INT'L FOREIGN EXCHANGE: Files List of Top Unsecured Creditors
-------------------------------------------------------------
International Foreign Exchange Concepts Holdings, Inc., and
International Foreign Exchange Concepts, L.P. submitted to the
Bankruptcy Court a list that identifies its top 20 unsecured
creditors.

Creditors with the three largest claims are:

  Entity                 Nature of Claim        Claim Amount
  ------                 ---------------        ------------
Asset Management          Unsecured note        Approximately
Finance LLC                                     $34,000,000
c/o Schulte Roth Zabel LLP
919 Third Avenue New York,
New York 10022

Go to Premium             Trade debt            $377,103
Finance
P.O. Box 4312
Woodland Hills, CA
9l 365

Rothstein Kass            Professional fees      $55,500
1350 Avenue of the
Americas
New York, NY
10019

A copy of the creditors' list is available for free at:

                        http://is.gd/b4wi1o

           About International Foreign Exchange Concepts

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

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

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


ISC8 INC: Has New Streamlined Capital Structure
-----------------------------------------------
ISC8 Inc. raised an additional $5.14 million, exchanged more than
$35 million of debt, and substantially changed its capital
structure to benefit shareholders and management.

"This financing and recapitalization are important developments
for ISC8," noted ISC8 Chairman Bob Wilson.  "We have raised funds,
significantly reduced debt, incentivized management and simplified
the capital structure to produce a balance sheet that should be
more attractive to ISC8's investors, customers and employees.  By
taking these actions, we are now in a better position to execute
on the Company's strategic vision."

Wilson continued, "These key events will allow us to move forward
in closing sales and advancing our product road map.  This is a
vital step on our path toward building ISC8 into a key player in
the cybersecurity marketplace."

In a transaction that closed Nov. 1, 2013, the Company raised
$5.14 million by issuing 514 shares of its newly created Series D
Convertible Preferred Stock.  Each share of the Series D Preferred
has a face value of $10,000; does not pay a dividend; and is
convertible into 238,095 shares of the Company's common stock
(reflecting a conversion ratio of $0.042 per share).  As
additional consideration for the purchase of each share of Series
D Preferred, purchasers also received a one-year warrant to buy
59,523 shares of the Company's common stock for $0.084 per share.

In connection with these transactions, certain holders of
approximately $14.4 million of the Company's Junior Subordinated
Convertible Notes have agreed to forgive this debt in exchange for
approximately 100 million restricted stock units, which vest if
the daily closing price on the Company's common stock meets or
exceeds $0.143 per share.  Additionally, certain holders of
approximately $21.3 million of the Company's senior debt have
agreed to convert such debt into the Series D Preferred offering,
receiving approximately 2,129 shares of Series D Preferred along
with warrants to purchase approximately 127 million additional
shares of the Company's common stock at $0.084 per share.

Also as a result of the Series D offering, the Company made
significant modifications to its Loan and Security Agreement with
Partners for Growth, updating loan covenants and extending the
maturity date under the Loan Agreement to Dec. 13, 2014.  In
return, ISC8 has made a $2 million repayment on the loan and has
agreed to deposit $500,000 with PFG as collateral for the loan.
PFG also purchased shares of the Company's Series D Preferred and
modified its Guaranty Agreement with the Company.

To better align employee incentives under the new capital
structure, the Company has cancelled prior employee incentive
stock options and has issued approximately 145 million new shares
with a strike price of $0.042 per share.

The Series D offering was conducted by San Francisco-based Griffin
Partners, LLC, an advisor and affiliated investor of the Company.
Further details of the Series D offering, including an Investor
Rights Agreement and Voting Agreement changing the size and make-
up of the Company's Board of Directors, are included in an 8K
filed with the SEC.

Additional information is available for free at:

                        http://is.gd/a9osL4

                          About ISC8 Inc.

Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, California, expressed substantial doubt about ISC8 Inc.'s
ability to continue as a going concern.  The independent auditors
noted that as of Sept. 30, 2012. the Company has negative working
capital of $10.1 million and a stockholders' deficit of
$35.4 million.

The Company reported a net loss of $19.7 million on $4.2 million
of revenues in fiscal 2012, compared with a net loss of
$15.8 million on $5.2 million of revenues in fiscal 2011.  The
Company's balance sheet at March 31, 2013, showed $4.71 million in
total assets, $47.74 million in total liabilities and a
$43.02 million total stockholders' deficit.


JOURNAL REGISTER: Schneller Asks Court to Reconsider Plan Order
---------------------------------------------------------------
James Schneller, a potential creditor in the Chapter 11 cases of
Pulp Finish I Company, et al., will present a motion for
reconsideration of the U.S. Bankruptcy Court for the Southern
District of New York's order confirming the proposed plan of
reorganization of the Debtors on Nov. 26, 2013.

Any responses, objections or other responses to the motion should
be filed so as to be received on or before Nov. 21, 2013.

Mr. Schneller requests reconsideration or amendment of the order
for lack of compliance with the Bankruptcy Code because the plan
does not comply with all provisions of 11 U.S.C. Section
1129(a)(1).

Mr. Schneller explains, "The Court's disallowance and expungement
of claim based on a case in defamation and deprival of civil
rights pending in a Pennsylvania state court, was ordered without
prejudice to seek reconsideration, upon any reversal of the order
in debtor's prior Chapter 11 case refusing to lift the permanent
injunction and/or re-open the case.  Appeal from the order denying
reconsideration or reargument (Case 09-10769 Item 991) and the
order denying petitioner's petition to reopen the prior Chapter 11
case of debtors and/or to lift the permanent injunction, and
movant's appeal is pending, USDC SNY No. 13-6554 (see also No. 13-
6555).

"On July 2, 2013, the Debtors filed their Joint Chapter 11 Plan of
Reorganization and the Disclosure Statement.

"Applicant was permitted argument at the hearing on disclosure
statement pursuant to movant's objections to proposed disclosure
statement and voting and solicitation procedures.

"The Court filed the Order approving the Disclosure Statement and
Voting and Solicitation Procedures, for Joint Chapter 11 Plan of
Reorganization in the order dated Aug. 29, 2013, subsequent to
changes authorized at hearing.

"Applicant has appealed the order issued in the Journal Register
Chapter 11 case No. 09-10769 denying leave to appeal denial forma
pauperis on appeal by way of a motion to the District Court for
leave to appeal in forma pauperis, with an election to appeal to
the District Court, on Aug. 12, 2013, and a Designation of
Contents and Statement of Issues, and a formal Notice of Appeal on
Aug. 20, 2013.  The matter has been transferred to the District
Court.

"Applicant has lodged removal of the state court defamation and
civil rights action in the Bankruptcy Court for the Eastern
District of Pennsylvania, Docket No. 13-529, and forma pauperis
was granted in an order dated Oct. 16, 2013.  Applicant had filed
on Aug. 5, 2013, a removal notice of their state court action in
the District Court for the Eastern District of Pennsylvania, but
that Court has declined the removal notice, and a request to
transfer to the bankruptcy judges.

"Applicant moves for amendment of judgment and for relief from
judgment or order.

"The Court has made no findings or conclusions regarding the
objections filed by applicant despite the fact that some of them
were applicable to the matter as a whole, and some, specific to
applicant, were nevertheless pertinent to confirmation in
general."

                     About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- was
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  JRC was managed by Digital First Media and is
affiliated with MediaNews Group, Inc., the nation's second largest
newspaper company as measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal was subject to higher and better offers.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

Gerald C. Bender, Esq., at Lowenstein Sandler LLP, represented the
Official Committee of Unsecured Creditors.  FTI Consulting, Inc.,
served as financial advisor.

The Journal Register bankruptcy has been renamed Pulp Finish I
Co., after the estate sold the newspaper business to lender and
owner Alden Global Capital Ltd., mostly in exchange for $114.15
million in secured debt and $6 million cash.  After debts with
higher priority are paid, what's left from the cash and a $630,000
tax refund represents most of unsecured creditors' recovery.
There were no bids to compete with Alden's offer.  Alden paid off
financing for the bankruptcy and assumed up to $22.8 million in
liabilities, thus taking care of most trade suppliers who
otherwise would have ended up as unsecured creditors.  In
addition, the lenders waived their deficiency claims, so
recoveries by unsecured creditors won't be diluted.


K-V PHARMACEUTICAL: Appoints Janet Vergis to Board of Directors
---------------------------------------------------------------
K-V Pharmaceutical Company disclosed Tuesday the appointment of
Janet Vergis to its Board of Directors.  Ms. Vergis currently
serves as the Executive-In-Residence at Warburg Pincus, LLC.
Previously, she was the CEO of OraPharma, Inc., where she led the
OraPharma's successful turnaround.  Prior to her role at
OraPharma, Ms. Vergis managed a $6 billion portfolio at Johnson &
Johnson as President of Janssen Pharmaceuticals, McNeil
Pediatrics, and Ortho-McNeil Neurologics.  Ms. Vergis also
contributed to a number of Johnson & Johnson companies during her
career, serving as a member of company management boards for more
than 10 years and holding positions of increasing responsibility
in research and development, new product development, sales, and
marketing.

"Janet has a proven track record with some of the leading
pharmaceutical companies in the world," said Greg Divis, KV CEO.
"Her extensive knowledge and valuable insights will help guide us
as our company continues to pursue helping women achieve healthier
lives and healthier pregnancies."

"With more than 25 years of pharmaceutical leadership experience
and longstanding success growing and developing businesses, Janet
will be a tremendous asset to the KV Board and complements the
skill sets of our other Board members," said Joseph M. Mahady,
Chairman of the KV Board of Directors.

Janet Vergis is the final appointment to KV's new Board of
Directors.  The Company recently appointed former President of
Wyeth Pharmaceuticals, Inc., Joseph Mahady, as its new Board
Chair, and two Board members: Gregory Norden, former Senior Vice
President and Chief Financial Officer for Wyeth Corporation, and
James M. Goldfarb, MD, MBA, Director of Infertility Services of
the University Hospitals of Cleveland Health Systems and Clinical
Professor of Reproductive Biology at Case Western Reserve
University (CWRU) School of Medicine.  The recently-announced
Directors join Joe McInnis, Managing Director of Greywolf Capital
Management LP, Steve Nielson of Susquehanna International Group,
and Greg Divis, President and Chief Executive Officer of KV
Pharmaceutical on the Board to shape the Company's role in
advancing women's health as it builds upon its portfolio of FDA-
approved medications.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori
R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KEMET CORP: Files Form 10-Q, Incurs $13.1MM Net Loss in Q2
----------------------------------------------------------
Kemet Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $13.09 million on $212.74 million of net sales for the three
months ended Sept. 30, 2013, as compared with a net loss of $24.92
million on $215.99 million of net sales for the same period during
the prior year.

For the six months ended Sept. 30, 2013, the Company reported a
net loss of $48.23 million on $415.46 million of net sales as
compared with a net loss of $42.67 million on $439.62 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $880.21
million in total assets, $642.30 million in total liabilities and
$237.90 million in total stockholders' equity.

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

                          http://is.gd/ATvQyL

                            About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

                            *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1
from B2 and the Probability of Default Rating to Caa1-PD from B2-
PD based on Moody's expectation that KEMET's liquidity will be
pressured by maturing liabilities and negative free cash flow due
to the interest burden and continued operating losses at the Film
and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Simpsonville,
S.C.-based KEMET Corp. to 'B-' from 'B+'.

"The downgrade is based on continued top-line and margin pressures
and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.


LEHMAN BROTHERS: Cowen's Funds Expect to Recover LBIE Claims
------------------------------------------------------------
For the third quarter 2013, Cowen Group, Inc. reported a GAAP net
income of $3.6 million, or $0.03 per share, as compared to a GAAP
net loss of $10.6 million,

Peter A. Cohen, Chairman and CEO of Cowen Group said, "In what
continues to be a challenging market, we are proud to report a
profitable third quarter and another record revenue quarter. This
is a result of the progress we have made in elevating the results
in each of our operating businesses. The broker dealer benefited
from a favorable capital raising environment for equities and had
its best quarter for debt raising. At Ramius, we continue to raise
assets, produce solid investment performance and launch new
products, including the Ramius Event Driven Equity Fund, our
fourth alternative mutual fund."

"In September 2013, Ramius' legacy multi-strategy funds received a
significant distribution from Lehman Brothers International
(Europe) ("LBIE") which was subsequently distributed to the funds'
investors in respect of the Omnibus Trust Asset claims held by our
funds.  As a creditor of LBIE, we proactively joined the unsecured
creditors' committee of LBIE and, in coordination with the
Administrator, worked diligently for five years towards a novel
solution that would ensure that our clients' assets would be
recovered.  The resulting distribution from LBIE was a landmark
event of Lehman's global bankruptcy, and our funds expect to
recover in excess of 100% of the value of the claims registered in
September 2008."

                        About Cowen Group

New York-based Cowen Group, Inc. -- http://www.cowen.com/-- a
Delaware corporation formed in 2009, is a diversified financial
services firm and, together with its consolidated subsidiaries,
provides alternative investment management, investment banking,
research, and sales and trading services through its two business
segments: Ramius LLC and Cowen and Company, LLC.

                      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.


LEVEL 3: Files Form 10-Q, Incurs $21 Million Net Loss in Q3
-----------------------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $21 million on $1.56 billion of revenue for the three
months ended Sept. 30, 2013, as compared with a net loss of $166
million on $1.59 billion of revenue for the same period during the
prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $123 million on $4.71 billion of revenue as compared
with a net loss of $366 million on $4.76 million of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $12.85
billion in total assets, $11.70 billion in total liabilities and
$1.14 billion in total stockholders' equity.

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

                        http://is.gd/YSjulI

                     About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

                           *     *     *

In October 2012, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.  LVLT's ratings recognize, in
part, the de-leveraging of the company's balance sheet resulting
from its acquisition of Global Crossing Limited (GLBC).

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIBERACE FOUNDATION: Plan Outline Hearing Continued Until Nov. 13
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada, in a minute
entry for hearing held on Oct. 30, 2013, continued until Nov. 13,
2013, at 9:30 a.m., the hearing to consider the adequacy of the
Disclosure Statement explaining Liberace Foundation for the
Creative and Performing Arts' Liquidating Plan of Reorganization.

On May 10, the Debtor received Court authorization to sell its
property located at 1775 East Tropicana Avenue, Las Vegas, Nevada.
Shortly thereafter the Debtor sold the property for the purchase
price of $2,300,000.  As reported by the Troubled Company Reporter
on Aug. 19, 2013, the Plan disclosed that the undisputed portion
of the Disputed Claim of US Bank in Class 1 was paid out of the
Property sale proceeds upon closing.  The disputed portion will be
paid out of the remaining Property sale proceeds pursuant to the
agreement of the parties or a court order determining the Allowed
amount of the disputed portion.

The total estimated amount of the General Unsecured Claims in
Class 2 asserted against the Debtor is $38,655.25.  Class 2 Claims
will be paid in full in Cash, from the funds held in the Debtor's
Nevada Trust account, on the Effective Date.

The Liberace Revocable Trust, the Equity Interest Holder in
Class 3 will be retaining its equity interests, and thus, is
unimpaired by the Plan.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/liberacefoundation.doc134.pdf

Nedda Ghandi, Esq., at Ghandi Law Offices, in Las Vegas, Nevada,
represents the Debtor.  Hamid R. Rafatjoo, Esq., at Venable LLP,
in Los Angeles, California, and Jon T. Pearson, Esq., at Ballad
Spahr LLP, in Las Vegas, Nevada, represent U.S. Bank.

                    About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  Brownstein
Hyatt Farber Schreck, LLP serves as special counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIFE CARE: Plan Deadline Moved to Feb. 14; In Talks With Creditors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
extended Life Care St. Johns, Inc.'s exclusive periods to file a
plan of reorganization until Feb. 14, 2014, and solicit
acceptances for that Plan until April 15, 2014.

The Debtor noted that it has engaged in negotiations with its
bondholders and unsecured creditors, which negotiations have
resulted in a consensual path for exiting the Chapter 11
reorganization.  In this relation, it needed more time to (i)
implement the recommendations of the outside consultants; (ii)
prepare the financial projections upon which a restructuring may
be based; (iii) solicit offers and letters of intent from
prospective purchasers; (iv) accommodate the due diligence needs
of prospective purchasers and investors; and (v) formulate exit
strategy.

                 About Life Care St. Johns

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  Navigant Capital Advisors, LLC,
acts as the Debtor's financial advisor.  American Legal Claim
Services, LLC, serves as claims and noticing agent.

The Committee of Creditors Holding Unsecured Claims appointed in
the bankruptcy case of Life Care St. Johns, Inc., is represented
by Akerman Senterfitt's David E. Otero, Esq., and Christian P.
George, Esq., in Jacksonville, Florida.

Bruce Jones signed the petition as CEO.  The Debtor estimated
assets of at least $10 million and debts of at least $50 million.


LONE PINE: Proofs of Claim Due Today
------------------------------------
Canadian claimants of Lone Pine Resources Canada Ltd., Lone Pine
Resources (Holdings) Inc., Lone Pine Resources Inc., Wiser Oil
Delaware LLC and Wiser Delaware LLC, have until today, Nov. 13,
2013, at 5:00 p.m. to file proofs of claim.  Claims which are not
received by the monitor by the claims bar date will be barred and
extinguished forever.

The Canadian court-appointed monitor may be reached at:

     PricewaterhouseCoopers Inc.
     #3100, 111 - 5 Avenue SW
     Calgary, AB T2P 5L3
     Attn: Susan Shabluk
     Tel: 403-509-7366
     Fax: 403-781-1825
     E-mail: Susan.l.shabluk@ca.pwc.com

                   About Lone Pine Resources

Calgary, Canada-based Lone Pine Resources Inc. is an independent
oil and gas exploration, development and production company with
operations in Canada.  The Company's reserves, producing
properties and exploration prospects are located in the provinces
of Alberta, British Columbia and Quebec, and in the Northwest
Territories.  The Company is incorporated under the laws of the
State of Delaware.

Lone Pine Resources Canada Ltd., Lone Pine Resources (Holdings)
Inc., Lone Pine Resources Inc., Wiser Oil Delaware LLC and Wiser
Delaware LLC entered bankruptcy protection in Canada on Sept. 25,
2013, under the Companies' Creditors Arrangement Act and received
an initial protection order from an Alberta court the same day.
They simultaneously filed for Chapter 15 protection in Delaware in
the United States (Bankr. D. Del. Case No. 13-12487) to seek
recognition of the CCAA proceedings.

Lone Pine is being advised by RBC Capital Markets, Bennett Jones
LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in
connection with the restructuring, with Wachtell, Lipton, Rosen &
Katz LLP providing independent advice to the Company's board of
directors.  The Supporting Noteholders are being advised by
Goodmans LLP and Stroock & Stroock & Lavan LLP.


LONGVIEW POWER: Asks OK for $150MM Secured Priming DIP Financing
----------------------------------------------------------------
Longview Power, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to enter a final order authorizing the
Debtors to obtain up to $150 million in senior, secured, priming
post-petition financing, including an up to $30 million letter of
credit subfacility, from a group consisting of many of the largest
lenders under the Longview Credit Agreement, and to use cash
collateral.

According to the Debtors, the facility has been sized to meet both
the Debtors' working capital needs, the costs of the Chapter 11
cases, and the cost of repairs necessary to fix the Power Plant.

The DIP Facility converts into an Exit Facility (in the same
amount) upon consummation of a Chapter 11 Plan.  Among other
things, the term sheet attached to the Financing Term Sheet (the
"Plan Term Sheet") provides:

  * In exchange for the Longview Credit Agreement Claims, and
depending upon how much of the Financing Facility is used, each
holder of such claim will receive its pro rata share of up to 90%
of the new common equity interests (the "New Common Interests");

  * The remaining New Common Interests will be issued to the DIP
Lenders as part of the DIP Lender Fee;

  * The Debtors will obtain approval of the proposed DIP Facility
by Nov. 21, 2013; and

  * The following case milestones:

    * Filing of Plan and Disclosure Statement: Nov. 12, 2013

    * Filing of motion to draw down on
      Foster Wheeler LCs:                      Nov. 28, 2013

    * Filing of Claims Estimation Motion:      Dec. 11, 2013

    * Entry of an order approving
      Disclosure Statement:                    Dec. 22, 2013

    * Commencement of hearing
      with regard to Claims Estimation Motion: Feb. 8, 2014

    * Commencement of hearing
      to confirm Plan:                         Feb. 12, 2014

    * Entry of Confirmation Order:             Feb. 19, 2014

    * Effective Date:                          March 7, 2014

The Debtors also ask the Bankruptcy Court for authorization to
terminate the Synthetic L/C Facility so as (a) to permit cash held
in the Synthetic L/C Deposit Account in excess of Synthetic L/C
Exposure to be returned to the Longview Lenders in accordance with
the terms of the Longview Credit Agreement and (b) to permit cash
otherwise collateralizing Synthetic Letters of Credit to be
returned to the Longview Lenders in accordance with the terms of
the Longview Credit Agreement as such Synthetic Letters of Credit
are reissued or replaced with letters of credit issued under the
Replacement L/C Facility.

The DIP Facility Termination Date will be the earliest of (a) the
Scheduled Termination Date (the date that is the 24 month
anniversary of the date upon the Closing occurs), (b) the
consummation of any sale of a material portion of the Debtors'
assets pursuant to Section 363 of the Bankruptcy Code, (c) the
substantial consummation of a plan of reorganization and which for
purposes hereof will be no later than the Effective Date of a plan
of reorganization filed in the Chapter 11 cases that is confirmed
pursuant to an order entered by the Court and (d) the acceleration
of the loans and the termination of the commitment with respect to
the DIP Facility in accordance with the DIP Loan Documents.

The DIP Loans will bear interest at LIBOR plus 7.50% with a LIBOR
floor of 1.50% or the Base Rate plus 6.50% with a Base Rate floor
of 2.50%.  During the continuance of an Event of Default, the DIP
Loans will bear interest at an additional 2% per annum.

A copy of the Motion, including a summary of the material terms of
the Financing Term Sheet is available at:

           http://bankrupt.com/misc/longview.doc392.pdf

                     About Longview Power LLC

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

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

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


MAXCOM TELECOMUNICACIONES: Raises US$119.7-Mil. in Capital
----------------------------------------------------------
As part of the completed Chapter 11 plan of reorganization of
Maxcom Telecomunicaciones, S.A.B. de C.V., the Company conducted a
capital increase, which was approved at a shareholders meeting
held Oct. 2, 2013.

The total shares subscribed and paid were 1,619,700,750 shares of
Series A common stock for which Maxcom received US$119,712,723, or
Ps.$1,565,710,731.  The plan equity sponsors -- Ventura Capital
Privado, S.A. de C.V., Trust Number 1387 (acting through Banco
Invex S.A., Institucion de Banca Multiple, Invex Grupo
Financiero), Javier Molinar Horcasitas, and Enrique Castillo
Sanch‚z Mejorada -- purchased 675,620,794 of the shares for
US$49,935,400, or Ps.$653,100,103, pursuant to the terms of a
recapitalization agreement dated July 3, 2013, between Maxcom and
the Plan Equity Sponsors.

Investors other than the Plan Equity Sponsors purchased
944,079,956 of the shares for US$69,777,323, or Ps.$912,610,628.

U.S. dollar amounts paid in respect of Series A common stock are
based on the U.S. Dollar/Mexican Peso exchange rate reported by
Banco de Mexico on Nov. 1, 2013.

Pursuant to the terms of the Indenture governing Maxcom's Step-Up
Senior Notes due 2020, Maxcom will use 50% of the capital
contributions in excess of the Plan Equity Sponsors' capital
contribution to make an offer to repurchase the Notes, but only to
the extent such amount exceeds US$5,000,000.  As a result, Maxcom
anticipates it will use approximately US$32,388,661 to make an
offer to repurchase Notes.  The terms of the Indenture provide
that the offer price will be 85% of the principal amount of the
Notes (i.e. US$850 per $1,000 aggregate principal amount) in cash.

                           About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No.
13-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.

In September 2013, the U.S. bankruptcy court entered an order
confirming the Company's prepackaged Chapter 11 plan of
reorganization.  Confirmation of the Plan was fully-consensual:
the only class of creditors entitled to vote overwhelmingly voted
in favor of the Plan and no party objected to confirmation of the
Plan.  The Plan was declared effective in October 2013.


MAXIM CRANE: S&P Rates New $325 Million 2nd Lien Term Loan 'B'
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' issue-level
rating and '4' recovery rating to Pittsburgh-based Maxim Crane
Works L.P.'s proposed six-year $325 million second-lien term loan.
The '4' recovery rating reflects S&P's expectation for average
recovery prospects (30%-50%) in the event of a payment default.
The company expects to use the proceeds pay a dividend to
shareholders, refinance its $250 million senior secured notes, and
pay transaction-related expenses.

The 'B' corporate credit rating and stable rating outlook on Maxim
Crane remain unchanged.  The rating on Maxim Crane reflects S&P's
view of the company's "weak" business risk profile and "highly
leveraged" financial risk profile.  S&P's assessment of the
company's business risk profile reflects its participation in the
cyclical, highly competitive, and fragmented crane rental
industry.  The company's status as the largest and only coast-to-
coast provider of cranes and lifting equipment rentals in North
America only partly offset these negative factors, in S&P's view.
S&P expects that Maxim Crane's profitability will gradually
improve as the nonresidential construction market continues to
recover.

S&P considers Maxim Crane's financial risk profile to be "highly
leveraged."  Pro forma for the proposed transaction, total debt to
EBITDA (adjusted to include operating leases) was about 6.5x.
Although this is weaker than S&P's expectation for the rating
(total debt to EBITDA of 5x-6x for the rating), it believes that
the company's credit measures will improve over the next 12-18
months, with total debt to EBITDA of less than 6x.  Maxim Crane's
credit metrics should gradually improve due to debt reduction,
free cash flow generation, and profit expansion.  Furthermore,
with the proposed transaction, S&P expects Maxim Crane's liquidity
to remain adequate and that it will avoid any issues with its
springing financial covenant.  Upon closing of the proposed
transaction, S&P expects to withdraw the issue-level and recovery
ratings on the $250 million senior secured notes.

RATINGS LIST

Maxim Crane Works L.P.
Corporate Credit Rating                 B/Stable/--

New Rating

Maxim Crane Works L.P.
$325 million second-lien term loan      B
  Recovery Rating                        4


METRO AFFILIATES: Employs Akin Gump as Bankruptcy Counsel
---------------------------------------------------------
Metro Affiliates, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Akin Gump Strauss Hauer & Feld LLP, as attorneys.

Akin Gump has informed the Debtors that it will bill at its
standard hourly rates which currently are: $515 to $1,220 for
partners; $455 for $880 for counsel; $295 for $770 for associates;
and $125 for $325 for paraprofessionals.

The current hourly rates for the Akin Gump attorneys with primary
responsibility for this matter are:

   Scott L. Alberino, Esq.               $875
   Lisa G. Beckerman, Esq.             $1,000
   Rachel Ehrlich Albanese, Esq.         $775
   Kristen M. Howard, Esq.               $600

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

Ms. Beckerman, a member of the firm of Akin Gump Strauss Hauer &
Feld LLP, assures the Court that her firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.

Ms. Beckerman discloses that in the one year before the Petition
Date, Akin Gump has received payment in the amount of $2,000,000
for services rendered to the Debtors and their affiliates.  At the
outset of the retention, Akin Gump received an advance payment
retainer of $1,000,000.  On September 30, 2013, Akin Gump billed
the Debtors for services rendered in connection with restructuring
services and Chapter 11 preparation prepetition in the amount
$258,858, which amount was offset against the advance payment
retainer.  On October 17, 2013, Akin Gump billed the Debtors for
services rendered in connection with restructuring services and
Chapter 11 preparation prepetition in the amount $557,089, which
amount was also offset against the advance payment retainer.  On
October 21, 2013, Akin Gump received an advance payment retainer
of $500,000.  On October 29, 2013, Akin Gump received an advance
payment retainer of $500,000.

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.


MI PUEBLO: Needs More Time to Decide on Headquarters Lease
----------------------------------------------------------
Mi Pueblo San Jose, Inc., entered into a stipulation with Cha Cha
Enterprises, LLC, amending the motion to extend the time to assume
or reject non-residential real property leases to include the
headquarters lease and space rental.

As reported by the Troubled Company Reporter on Nov. 1, 2013, Mi
Pueblo asked the U.S. Bankruptcy Court for the Northern District
of California to extend the time within which it may assume or
reject a non-residential real property lease for an additional 90
days through and including Feb. 17, 2013.

On Oct. 30, 2013, Mi Pueblo filed an amended motion to extend the
time to assume or reject non-residential real property leases to
include the omitted headquarters lease and space rental.  Mi
Pueblo said in the Oct. 30 court filing that in its previous
motion, it listed five leases with Cha Cha Enterprises, LLC, and
seven sub-leases with Cha Cha for which it seek an extension of
time to assume or reject.  Mi Pueblo inadvertently omitted a sixth
lease and a space rental agreement.  The omitted lease is a month-
to-month lease between Cha Cha and Mi Pueblo for Mi Pueblo's
headquarters at 1775 Story Road, Suite 120 and Suite 170 and the
Space Rental Agreement is month-to-month between Cha Cha and Mi
Pueblo for an accounting office on the second floor of 1745 Story
Road.

The parties stipulate that (i) Cha Cha consents to including the
Headquarters Lease and Space Rental in the Motion and Amended
Motion, and waives any noticing requirements; and (ii) Cha Cha
consents to an extension of time to Feb. 17, 2014, for Mi Pueblo
to assume or reject the Headquarters Lease and Space Rental.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MILLER AUTO: Huron Helps Secure New $18MM Revolving Credit Line
---------------------------------------------------------------
Huron served as Interim Management and Financial Advisor to
Miller Auto Parts & Supply Co. helping it secure an $18,000,000
Revolving Line of Credit provided by First Capital.  The financing
solution provided the company improved availability to grow the
business and execute its turnaround plan.

               About Miller Auto Parts & Supply Co.

Miller Auto Parts & Supply Co. is an auto parts wholesaler and
distributor with 27 locations throughout Georgia, Maryland,
Pennsylvania, and West Virginia.

                          About Huron

Huron -- http://www.huronconsultinggroup.com-- offers the
experience and capabilities to assist companies, boards of
directors, investors and lenders identify and execute strategies
that unleash economic and strategic value.  Huron's consultants
provide senior level involvement and extensive industry experience
to drive economic value.  The firm's experienced leadership,
management depth and flexible staffing model allow it to
efficiently lead projects ranging from middle market to large
company assignments.  It draws on career experience gathered from
operations, lending, investment banking, portfolio and asset
management, public accounting and management consulting to provide
practical business solutions.


MONARCH COMMUNITY: Incurs $754,000 Net Loss in Third Quarter
------------------------------------------------------------
Monarch Community Bancorp, Inc., reported a loss of $754,000 for
the quarter ended Sept. 30, 2013, compared to a loss of $615,000
for the same period in 2012.

Monarch Community Bancorp also reported net loss available to
common shareholders for the first nine months of 2013 of $2.1
million compared to net loss available to common shareholders $1.5
million for the same period a year ago.

"We are pleased with the significant progress of the bank,
particularly in the successful raising of the $16.5 million in
investor funds and the decrease in problem loans.  In addition, we
are looking forward to the benefits of our planned $1.3 million
reduction in annual ongoing expenses, as announced in our October
2, 2013 press release," stated Richard J. DeVries, president and
CEO of Monarch Community Bank and Monarch Community Bancorp, Inc.
"These accomplishments reflect a disciplined approach to the
management of the bank and position us for future growth and
profitability."

Total assets were $167.9 million at Sept. 30, 2013, compared to
$190.3 million at Dec. 31, 2012.

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

                        http://is.gd/82gyWl

                      About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

Plante & Moran, PLLC, in Auburn Hills, Michigan, expressed
substantial doubt about Monarch Community's ability to continue as
a going concern following the 2011 financial results.  The
independent auditors noted that the Corporation has suffered
recurring losses from operations and as of Dec. 31, 2011, did not
meet the minimum capital requirements as established by the
regulators.


MONTANA ELECTRIC: Fergus Coop Wants Chapter 11 Trustee Removed
--------------------------------------------------------------
Fergus Electric Cooperative, Inc., asks the U.S. Bankruptcy Court
to terminate the appointment of Lee A. Freeman as the chapter 11
trustee for Southern Montana Electric Generation and Transmission
Cooperative, Inc.

Fergus said the circumstances which necessitated the appointment
of a Chapter 11 Trustee no longer exist. Thus, there is no longer
any reason to incur the extraordinary expense of a Chapter 11
Trustee and his professionals in this matter.

On November 14, 2011, the Debtor, through counsel Malcolm H.
Goodrich, filed its "Joinder with U.S. Trustee on behalf of Debtor
for Appointment of Trustee," whereby it consented to the U.S.
Trustee's motion for appointment of a trustee.  On November 29,
2011, the Court entered its order appointing Lee A. Freeman to
serve as the Chapter 11 Trustee pursuant to 11 U.S.C. Sec.
1104(d).

Fergus said it is undisputed that the reason the Chapter 11
Trustee was appointed, with the consent of the members of Montana
Electric, was that the Board of Trustees for the Debtor (comprised
of a representative of each Member) was deadlocked and, thus,
could not properly manage the bankruptcy.  Apparently the only
thing that the Members could agree on was that a case trustee was
required.  After appointment, the Trustee worked diligently and
has, until recently, been a benefit to this proceeding and the
Debtor's estate. However, the sole reason for the Trustee's
appointment from the start -- deadlock among the Members -- no
longer exists. Thus, circumstances have changed, obviating the
need for a Chapter 11 Trustee. The Trusteeship should be
terminated.

Fergus noted that the Members have recently come to unanimous
agreement on one matter -- they all agree that the Debtor should
be liquidated. Now that the Members are unanimous in their belief
that the Debtor should be wound up and liquidated, there is no
reason for the Trustee to remain in place.  On October 18, 2013,
the Members filed the Member Cooperatives' Plan of Liquidation for
the Debtor, asking the Court to approve a plan to wind-up and
liquidate the Debtor.

Ironically, however, the Chapter 11 Trustee is now the one
standing in the way of the Debtor exercising its right to
liquidate.  Indeed, according to Fergus, if the Trustee were not
in place, the Debtor would have had the exclusive right to file a
Chapter 11 liquidating plan or would have the right to convert
this case to a Chapter 7 liquidation.  However, instead of
allowing the Debtor to liquidate, the Trustee is attempting to
force a reorganization on the Debtor that has no possibility of
success.  Given the factual realities of the situation, it is
difficult to comprehend how the Trustee's plan is feasible, as
required by 11 U.S.C. Sec. 1129(a)(11).  Despite this, the Trustee
is plowing ahead with his plan, forcing the Estate to incur
millions of unnecessary dollars in cash collateral payments and
litigation expenses.

From all appearances, Fergus continued, the Chapter 11 Trustee is
now marching in lock-step with the secured creditors, Prudential
and Woodmen, and is fighting the battles of those secured
creditors.  Of course, the Members' rate-paying customers are
footing the bill for the Trustee to fight against the Members'
right to liquidate the Debtor.  In an even crueler twist, the
Members rate-paying customers are also paying for the attorneys of
Prudential. Thus, the rural Montana customers of the Members are
footing the bill for two groups of extremely high-cost
professionals who are attempting to prevent the Members from
exercising their right to liquidate the Debtor.

Fergus contends that Prudential and other noteholders are
perfectly capable of fighting their battles on their own and there
is no reason, at this point, to have the added expense and
complication of a Trustee who is attempting to prevent the Members
from exercising their right to liquidate.  The Trustee should be
removed and the Debtor liquidated, whether through confirmation of
the Members' liquidating plan, or through a conversion to a
Chapter 7 liquidation.  The discussion at this point should be
about how to best liquidate -- time and money should not be wasted
on attempting to force an unfeasible reorganization.

Trent M. Gardner, Esq., at Goetz, Baldwin & Geddes, P.C. is the
attorney for Fergus Electric.

                      About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


MOONLIGHT BASIN: Regulatory Approval of Asset Sale Sought
---------------------------------------------------------
MB MT Owner LLC (Applicant) on September 11, 2013, filed a
consolidated application for approval of sale and transfer of
membership interest in MT Moonlight Basin Water & Sewer LLC.

The sole member and manager of MB MT Owner LLC is MB MT
Acquisition LLC (Purchaser), which is controlled by CrossHarbor
Capital Partners LLC.

MB MT Acquisition has contracted to acquire substantially all of
the assets of MT Moonlight Basin Resort LLC (Seller).  One of the
assets sought to be acquired is the membership interest in MT
Moonlight Basin Water and Sewer LLC (MB Water and Sewer), which is
a privately owned water and wastewater public utility, operating
in the Moonlight Basin Resort area of Big Sky, Montana.

MB Water and Sewer presently serves 301 customers.  MB MT Owner
states that the Bankruptcy Court has ordered the Moonlight Basin
Assets be sold.  MB MT Owner suggested that regardless of the
transfer of membership interest, MB Water and Sewer will not
change and shall continue to use the same lines, facilities, and
personnel to provide service.  MB further states, the Water and
Sewer will remain a standalone entity.

A copy of MB Water and Sewer's filing is available for inspection
at the Public Service Commission (PSC), 1701 Prospect Avenue, P.O.
Box 202601, Helena, Montana 59620-2601, and the Montana Consumer
Counsel (MCC), 111 North Last Chance Gulch, Suite 1B, P.O.
Box^201703, Helena, Montana 59620-1703, telephone (406) 444-2771.
The MCC is available and may be contacted to assist and represent
the interests of the consuming public in this matter. Any
interested person who is directly affected by MB Water and Sewer's
filing before the PSC and who wanted to be a party to the docket
had the opportunity to file a Petition to Intervene with the PSC
no later than Oct. 15, 2013.

MB Water and Sewer is represented by:

     Michael Green, Esq.
     CROWLEY FLECK PLLP
     900 North Last Chance Gulch, Suite 200
     Helena, MT 59601

According to an August 2013 report by Jason Bacaj, of the Bozeman
Daily Chronicle, CrossHarbor Capital Partners and Boyne Resorts
formed a venture to acquire Moonlight.  CrossHarbor already
acquired the Yellowstone Club and Big Sky Resort.  They plan to
combine the ski operations of Big Sky Resort and Moonlight to
create a ski resort with more than 5,700 skiable acres, 4,350
vertical feet and 23 chairlifts.  CrossHarbor and Boyne had
partnered earlier in the summer to purchase Big Sky area resort
Spanish Peaks out of bankruptcy for $26.1 million.

                       About Moonlight Basin

Ennis, Montana-based Moonlight Basin Ranch LP and affiliates Lone
Mountain Food & Beverage, LLC, Moonlight Lodge, LLC, Moonlight
Golf, LLC, Moonlight Spa, LLC, Moonlight Basin, LLC, and Moonlight
Basin Mezz, LLC, each filed for Chapter 11 bankruptcy protection
(Bankr. D. Mont. Case Nos. 09-62327 to 09-62332; 09-62334) on
Nov. 18, 2009.  Craig D. Martinson, Esq., and James A. Patten,
Esq., who have offices in Billings, Montana, assisted the Debtors
in their restructuring efforts.

In its amended schedules, Moonlight Basin Ranch LP disclosed
$45,519,089 in assets and $97,407,467 in liabilities as of the
petition date.

Treeline Springs, LLC, and Mountain Top Construction Company, LLC,
filed for Chapter 11 protection (Bankr. D. Mont. Case No.
09-62368, 09-62370) on Nov. 23, 2009.

The Debtors, together with their nondebtor affiliates, operated
the Moonlight Basin Resort, a ski and golf community situated on
more than 8,000 acres of land at the north face of Lone Mountain
in Big Sky, Montana, approximately 50 miles from Bozeman, Montana.

The Debtors sought bankruptcy protection after Lehman Brothers
foreclosed on an outstanding $170 million loan.

On Jan. 19, 2012, the Second Amended Joint Chapter 11 Plan of
Moonlight Basin Ranch L.P. and its debtor affiliates was declared
effective.  The Chapter 11 Plan provides for the transfer of
substantially all of the Debtors' assets to Lehman Brothers
Holdings Inc. and Lehman Commercial Paper Inc. in satisfaction to
the Lenders' prepetition secured claims.  Alvarez & Marshal, which
oversees Lehman's own bankruptcy estate, operated the Resort while
it continued to search for a buyer.


MOORE FREIGHT: Has Until Jan. 21 to Solicit Plan Votes
------------------------------------------------------
The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee extended until Jan. 21, 2014, Moore
Freight Service, Inc., et al.'s time to solicit acceptances for
the Amended Joint Plan of Reorganization dated Sept. 16, 2013.

As reported in the Troubled Company Reporter on Oct. 3, 2013,
Branch Banking and Trust Company objected to the treatment of its
claim, which is grouped in Class 6.3 Claim in the Debtors' Amended
Plan.  BB&T told the Court that by Agreed Order dated Feb. 12,
2013, stay relief was granted and BB&T took possession of the
vehicle and sold the same in a commercially reasonable manner.
BB&T amended its Claim on May 10, 2013, to reflect its unsecured
deficiency balance due and owing after sale of the vehicle.  The
unsecured claim is in the sum of $10,751.

According to papers filed with the Court, the obligation of Moore
Freight to BB&T is guaranteed by Dan R. Moore.  Section 10.5 of
the Amended Plan, however, prohibits BB&T from collecting sums due
and owing from the guarantor Dan R. Moore.

BB&T said a plan of reorganization cannot impact a creditor's
rights with respect to third-party guarantors of the debtor's
obligations to the creditor, unless the creditor consents to such
treatment.  BB&T cited In re: Monroe Well Serv., Inc., 80 B.R.324,
334-35 (Bankr. E. D. Pa. 1987).

                         Amended Plan

The Amended Plan contemplates the continuation of the Debtors'
business, payment in full of Allowed Secured Claims, and a fair
distribution to unsecured creditors, which distribution Debtor
believe far exceeds the amount unsecured creditors would receive
in the event of a Chapter 7 liquidation.

Each Holder of an allowed unsecured claim in Class 35 will receive
its Pro rata share of (i) $80,000 on the Effective Date of the
Plan; (ii) $600,000, payable in installments of $50,000 each on
July 1 and November 1 of each calendar year beginning in 2014; and
(iii) one-third of any additional recovery from Pilot Flying J.

Dan Moore and Judith Moore will retain all of their ownership
interests in Debtors as consideration for the existing and
continuing personal guaranties of several of Debtors'
obligations.  The ownership interests of SJ Strategic Investments
LLC and Norene Nichols (or her heirs) in Moore Freight will be
terminated upon Confirmation, unless on or before the Confirmation
Date, these remaining equity security holders contribute capital
to Moore Freight in a pro rata amount equal to the total debt
guaranteed by Dan Moore and Judith Moore, which amounts will be
used to fund payments provided for in the Plan.

According to the Amended Disclosure Statement, the Debtors' Cash
on hand as of the Petition Date and Cash generated from the
operation of business after the Petition Date will be sufficient
to make all payments due on the Effective Date.  Cash generated
from the operation of business after the Effective Date, after
service of Exit Financing, will generate sufficient cash flow to
make all payments due under the Plan.

A copy of the Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/moorefreight.doc794.pdf

                    About Moore Freight Service
                      and G.R.E.A.T. Logistics

Moore Freight Service, Inc. and G.R.E.A.T. Logistics Inc. sought
Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 12-08921 and
12-08923) in Nashville on Sept. 28, 2012.  Moore Freight is a
freight service company specializing in flat gas transportation.
Founded in 2001, Moore is the largest commercial flat glass
logistics firm in the U.S.  It operates in the U.S., Canada and
Mexico.  GLI does not have any operations other than the limited,
occasional freight brokerage services currently provided to Moore
Freight.

Bankruptcy Judge Keith M. Lundin oversees the cases.  Attorneys at
Harwell Howard Hyne Gabbert & Manner, P.C., serve as counsel.  LTC
Advisory Services LLC serves as the Debtor's financial advisors.
Moore Freight estimated assets and debts of $10 million to $50
million.  CEO Dan R. Moore signed the petitions.

Counsel for the Debtor's pre-bankruptcy and DIP lender, Marquette
Transportation Finance, Inc., are Linda W. Knight, Esq., at
Gullett, Sanford, Robinson & Martin, PLLC; and Thomas J. Lallier,
Esq., at Foley & Mansfield PLLP.


NASSAU TOWER: FNA and Pro Cap Object to Plan of Reorganization
--------------------------------------------------------------
On Oct. 17, 2013, FNA Jersey Lien Services, LLC, and U.S. Bank
Cust for Pro Cap III, LLC, each filed objections to the Plan of
Reorganization and Disclosure Statement for Nassau Tower
Realty, LLC, filed Sept. 27, 2013.

FNA, the owner of a tax sale certificate secured by the Debtor's
real property commonly known as and located at 704 Howe Street,
Point Pleasant, Ocean County, New Jersey, Block 275.01, Lot 17,
says the Debtor's Plan of Reorganization and Disclosure Statement
fails to provide for payment of FNA's claim and therefore FNA
objects to the Plan as proposed.

Pro Cap, the owner of a tax sale certificate secured by the
Debtor's real property commonly known as and located at 1 Robbins
Parkway, Toms River, Ocean County, New Jersey, Block 668, Lot 13,
assets that the Debtor's Plan of Reorganization and Disclosure
Statement fails to provide for payment of Pro Cap's claim and
therefore Pro Cap objects to the Plan as proposed.

As reported in the TCR on Oct. 8, 2013, the Plan may provide for
the Debtor to reorganize by continuing to operate, to liquidate by
selling assets of the estate, or a combination of both.

The Plan sets forth four classes of secured creditors.  Sovereign
Bank will retain its secured claim and its secured claim will be
unaffected by the Plan.

Likewise, Ocean First Bank will retain its secured claim and its
secured claims will be unaffected by the Proponent's Plan.

The Plan proposes to pay the secured claim of TD Bank in full from
the proceeds of the sale of certain properties subject to its
mortgage, and the turn over to TD Bank, for Fair Value Credit, of
certain properties subject to the mortgage of TD Bank.  In
addition, Nassau Tower Holdings, LLC, a co-borrower with the
Debtor for the loans from Sovereign Bank and TD Bank, will also be
turning over properties to TD for Fair Value Credit.

The Debtor proposes that the municipal taxing authorities with
liens on properties that are sold or refinanced will be paid from
the proceeds of sale and the proceeds of the refinance loans.  As
to properties which the Debtor turns over to TD Bank the Plan
provides that the municipal taxing authorities will retain their
liens thereon.

General unsecured claims will be paid in full from the proceeds of
refinance loans to be obtained by the Debtor.

Interest holders will retain their interests in the Debtor.

On the Effective Date, the Debtor will deliver deeds to TD Bank
for properties to be turned over for Fair Value Credits on or
before the Effective Date, the Debtor will sell the properties to
be sold and complete the refinance transactions.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/nassaurealty.doc71.pdf

                      About Nassau Tower

Princeton, N.J.-based Nassau Tower Realty, LLC, filed for
Chapter 11 relief on (Bankr. D. N.J. Case No. 13-24984) on July 9,
2013.  The Hon. Judge Michael B. Kaplan presides over the case.
Paul Maselli, Esq., and Kimberly Pelkey Sdeo, Esq., at Maselli
Warren, P.C., represent the Debtor as counsel.  The Debtor
estimated assets of $10 million to $50 million and debts of
$10 million to $50 million.

The Debtor is the owner of 17 parcels of real estate.  It owns
13 parcels in New Jersey, 3 parcels in Pennsylvania, one parcel in
Maine.  Most of the properties generate income in the form of
rents paid by tenants.

The petition was signed by Louis Mercatanti, officer of Nassau
Holdings, Inc.


NATURAL MOLECULAR: U.S. Trustee Appoints 5-Member Committee
-----------------------------------------------------------
Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a
five-member Committee of Unsecured Creditors in the Chapter 11
case of Natural Molecular Testing Corporation:

1. AutoGenomics, Inc.
   Attn: Ken Czaja, Chief Financial Officer
   2980 Scott Street
   Vista, CA 92081
   Tel: (760) 477-2248, ext. 302
   Fax: (760) 477-2252
   E-mail: kczaja@autogenomics.com

2. Camber Health Partners
   Attn: Stephanie Bloomfield, Attorney
   GORDON THOMAS HONEYWELL
   1201 Pacific Avenue, Suite 2100
   Tacoma, WA 98402
   Tel: (253) 620-6514
   Fax: (253) 620-6565
   E-mail: sbloomfield@gth-law.com

3. GenoPath Solutions, LLC
   Attn: William M. Hancock, Attorney
   WOLFE, JONES, CONCHIN, WOLFE, HANCOCK & DANIEL, LLC
   905 Bob Wallace Avenue
   Huntsville, AL 35801
   Tel: (256) 534-2205
   Fax: (256) 519-6691
   E-mail: bankruptcy@wolfejones.com

4. Pharmacogenomics Testing, LLC
   Attn: Charlie Rodkey, President
   25806 Lewis Ranch Road
   New Braunfels, TX 78132
   Tel: (210) 218-8610
   E-mail: crrodkey@gmail.com

5. Honolulu Blue Ventures
   Attn: Jim Grossi, Managing Member
   25 Ionia SW, Suite 503
   Grand Rapids, MI 49503
   Tel: (248) 425-3880
   E-mail: jgrossi@hbvusa.com

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


NATURAL MOLECULAR: Schedules Filing Deadline Extended to Nov. 20
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
has given Natural Molecular Testing Corp. until Nov. 20, 2013, to
file its schedules of assets and liabilities.

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


NEWPAGE HOLDINGS: Reports $21-Mil. Net Income in Third Qtr.
-----------------------------------------------------------
NewPage Holdings Inc. on Nov. 7 reported its financial results for
the third quarter of 2013.

Net income in the third quarter of 2013 was $21 million compared
to a net loss of $47 million in the third quarter of 2012.  The
increase was primarily driven by improved gross margin and lower
reorganization items from the prior-year quarter.

Net sales in the third quarter of 2013 were $780 million compared
to $803 million in the third quarter of 2012, a decline of 3
percent.  The decrease was primarily the result of lower sales
volume of paper and lower average paper prices, partially offset
by improved mix.

Operating cash flows in the third quarter of 2013 were $7 million,
which included $2 million of bankruptcy-related payments.
Operating cash flows in the third quarter of 2012 were $13
million, which included $17 million of bankruptcy-related
payments.  For the nine months ended September 30, 2013, the
company used $16 million of cash in operations, which included $60
million of bankruptcy-related payments. For the nine months ended
September 30, 2012, the company used $35 million of cash in
operations, which included $51 million of bankruptcy-related
payments and a $38 million interest payment on pre-petition debt.

Adjusted EBITDA (see Reconciliation of Net Income (Loss) to EBITDA
and Adjusted EBITDA below) was $85 million in the third quarter of
2013 compared to $58 million in the third quarter of 2012.

"Overall, our third quarter financial results are in line with our
expectations," said George F. Martin, president and chief
executive officer for NewPage.  "A weaker commercial environment
was largely offset by reduced controllable costs and lower
inflation."

NewPage ended the third quarter with $292 million of total
liquidity, consisting of $288 million of availability under the
revolving credit facility and $4 million of available cash and
cash equivalents.  "During the third quarter, we maintained a
strong liquidity position," said Jay A. Epstein, senior vice
president and chief financial officer.  "In the fourth quarter,
due to the seasonal nature of our business, we expect finished
goods inventory to decline.  We will continue to focus on managing
our working capital."

Lower year over year prices reflect the continuing decline in
demand for printing and writing paper.  As reported by the Pulp
and Paper Products Council or PPPC, North American demand for
printing and writing papers declined 1.8 percent for the first
nine months of the year compared to the same timeframe in 2012.

Costs of sales declined during the third quarter on a year over
year basis by $63 million.  Decreased volume and lower pension,
depreciation and maintenance expenses were offset somewhat by
inflation. Inflation was lower than expected for the quarter
driven largely by lower latex prices and lower wood costs.

                      Basis of Presentation

The implementation of the Chapter 11 plan and the application of
fresh start accounting materially changed the carrying amounts and
classifications reported in the company's consolidated financial
statements and resulted in it becoming a new entity for financial
reporting purposes.  Accordingly, the company's consolidated
financial statements for periods prior to December 31, 2012 will
not be comparable to its consolidated financial statements as of
December 31, 2012 or for periods subsequent to December 31, 2012.
References to "Successor" or "Successor Company" refer to NewPage
Holdings on or after December 31, 2012, after giving effect to the
implementation of the Chapter 11 plan and the application of fresh
start accounting.  References to "Predecessor" or "Predecessor
Company" refer to NewPage prior to December 31, 2012.

                       About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.

NewPage successfully completed its financial restructuring and has
officially emerged from Chapter 11 bankruptcy protection pursuant
to its Modified Fourth Amended Chapter 11 Plan, confirmed on
Dec. 14, 2012, by the U.S. Bankruptcy Court for the District of
Delaware in Wilmington.


NEXT 1 INTERACTIVE: Appointment of President and COO Ratified
-------------------------------------------------------------
The appointment of Deborah Linden, age 58, as the president, chief
operating officer and a director of Next 1 Interactive, Inc., and
the chief operating officer and a director of Realbiz Media Group
Inc., was ratified by the Board of Directors of the Company and
the Board of Directors of Realbiz and in connection with her
appointment, Ms. Linden entered into a three-year employment
agreement with Next 1 Interactive and Realbiz.  Pursuant to the
Linden Agreement, Ms. Linden will be entitled a monthly payment of
$5,000 cash and $12,000 in stock (30,000 shares of the Company's
Series C Preferred Stock and 600,000 of the Company's shares of
common stock) for the first 90 days after the date of the Linden
Agreement and thereafter if the parties determine to continue the
Agreement she will receive an annual base salary for the first
year of $200,000, increasing to $250,000 in the second year.  Ms.
Linden will be issued a bonus of up to 2 percent of the
consolidated EBITDA of the two companies up to a maximum of
$150,000 paid in shares of the Company's stock for each year of
the Agreement, such bonus earned at the end of each year.  The
Linden Agreement also includes confidentiality obligations, non-
compete and non-solicitation provisions.

If Ms. Linden's employment is terminated for any reason, she or
her estate as the case may be, will be entitled to receive the
accrued base salary, vacation pay, expense reimbursement, bonus
and any other entitlements accrued by her through the date of
termination to the extent not previously paid; provided, however,
that if her employment is terminated (1) by the Company other than
for Cause, disability or death or by Ms. Linden for Good Reason
then the Company will continue to pay her the Accrued Obligation
for a period of 90 days (2) by reason of her death then the
Company will continue to pay the Accrued Obligations through the
date of death or (3) by reason of Disability, then the Company
will continue to pay her Accrued Obligations earned through the
calendar month of the termination .

Deborah Linden, 58, co-founded Island One Resorts in 1981 and
served as CEO of the timeshare development and management company
until its sale in 2011 and continued as a consultant through the
transition until October 2013.  At its height, the $100 million
annual company had a 1,250 person staff; over 65,000 vacation
owners; a points-based vacation club; 12 homeowners associations;
and nine resorts throughout Florida and the Caribbean.  An active
volunteer to the American Resort Development Association (ARDA),
she has spearheaded many timeshare industry initiatives in the
arenas of legislation, sales, marketing, ethics and education.
Her leadership includes over 20 years on the Board of Directors;
10 years on the Board Executive Committee; Chairman of the Board
from 1993-1995; and Chairman of the Vacation Timesharing Council
from 1990-1993.  Ms. Linden's contributions to business
development and community outreach have been recognized with
numerous awards, including ARDA's 2000 Circle of Excellence
Lifetime Achievement; Ernst & Young 2006 Entrepreneur of the Year,
Florida Real Estate & Construction; and Dynetech-Crummer 2006
Entrepreneur of the Year, $50+ million category.  Ms. Linden is
Chairman of the Board of DL Foundation, which performs community
outreach initiatives benefiting children's charities, the
community, disaster victims and families in crisis.

Effective Oct.29, 2013, Phil Bliss resigned as the Company's chief
information officer and director.

                      About Next 1 Interactive

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

Next 1 Interactive disclosed a net loss attributable to the
Company of $4.19 million on $987,115 of total revenues for the
year ended Feb. 28, 2013, as compared with a net loss attributable
to the Company of $13.65 million on $1.29 million of total
revenues for the year ended Feb. 29, 2012.  The Company's balance
sheet at Aug. 31, 2013, showed $4,218,292 in total assets,
$17,299,426 in total liabilities, and stockholders' deficit of
$13,081,134.

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

                         Bankruptcy Warning

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


NNN 3500: Counsel Hires Appraisal Unlimited as Expert
-----------------------------------------------------
NNN 3500 Maple 26 LLC and its debtor-affiliates are asking the
Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the Northern
District of Texas to authorize the Debtors' counsel, Andrews Kurth
LLP, to retain Appraisals Unlimited as an appraisal expert.

Appraisals Unlimited will, among other things, appraise the value
of the Debtors' property on behalf of Andrews Kurth and provide
report to Andrews Kurth summarizing such appraisal.

Appraisals Unlimited will be paid an aggregate sum of $1,750
payable by Andrews Kurth out of the retainer fee it held in these
Chapter 11 cases.

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

The Court will hold a hearing on the engagement on Nov. 19, 2013,
at 2:00 p.m.

Appraisals Unlimited can be reached at:

       George E. Jordan
       Appraisals Unlimited
       1439 Waterside Dr
       Dallas, TX 75218
       Tel: (214) 320-5906

                        About NNN 3500

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.


NNN 3500: Taps Mubeen Aliniazee as CRO
--------------------------------------
NNN 3500 Maple 26 LLC and its debtor-affiliates seek authorization
from the Hon. Harlin D. Hale of the U.S. Bankruptcy Court for the
Northern District of Texas to employ Mubeen M. Aliniazee as chief
restructuring officer, nunc pro tunc to Aug. 29, 2013.

Mr. Aliniazee has been serving as the CRO of each Debtor in order
to assist the Debtors in the management of these Chapter 11 cases.
Among other things, Mr. Aliniazee has assisted the Debtors with:

   (a) the preparation of each Debtor's petition, and related
       filings, statement of financial affairs and schedule of
       assets and liabilities;

   (b) the preparation of numerous motions and other pleadings in
       connection with these Chapter 11 cases; and

   (c) the Debtors' meetings with the U.S. Trustee and creditors.

Mr. Aliniazee will be paid a flat fixed fee of $2,500 per Debtor,
which shall be payable by the Debtors' upon the confirmation of a
Chapter 11 plan in these Chapter 11 cases, without the necessity
of a fee application.  Such flat fee arrangement shall cover all
of the time and expenses incurred by Mr. Aliniazee in connection
with his services as CRO of each Debtor.

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

The Court will hold a hearing on the engagement on Nov. 19, 2013,
at 2:00 p.m.

Mr. Aliniazee can be reached at:

       Mr. Mubeen M. Aliniazee
       COMMERCIAL WORKOUT CONSULTING, LLC
       8083 E Michelle Dr
       Scottsdale, AZ 85255-5424

                        About NNN 3500

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.


NNN 3500: CWCapital Wants Chapter 11 Cases Dismissed
----------------------------------------------------
U.S. Bank National Association, as Trustee, successor-in-interest
to Bank of America, N.A., as Trustee for the Registered Holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-C23, by and through CWCapital
Asset Management LLC, solely in its capacity as Special Servicer,
asks the Bankruptcy Court to dismiss the jointly administered
Chapter 11 bankruptcy cases of NNN 3500 Maple 26, LLC, and its
affiliates.

On or about Dec. 27, 2005, Wachovia Bank, National Association
made a loan in the original principal amount of $47,000,000 to NNN
3500 Maple, LLC, and NNN 3500 Maple VF 2003, LLC.  The Loan is
evidenced by a Promissory Note dated as of Dec. 27, 2005.

The Note is secured by a Deed of Trust, Security Agreement and
Fixture Filing dated as of Dec. 27, 2005, which was recorded in
the Official Records of the Dallas County Clerk's Office on
Jan. 9, 2006, as Instrument Number 200600008238, encumbering an
18-story office building located at 3500 Maple Avenue, Dallas
Texas.

According to the Debtors, the Property is owned by 33 tenant in
common entities, including the Debtors and Maple 26 (collectively,
the "TIC Investors").  Each of the TIC Investors is obligated
under the Note and holds a percentage ownership interest in the
Property.  The Debtors collectively hold an 80.38 percent interest
in the Property.

The TIC Investors are in default under the Loan Documents as a
result of, among other things, the failure to make the monthly
debt service payment due on Oct. 11, 2012.  The Debtors are
jointly and severally liable for the entire amount due under the
Note and the related Loan Documents.

CWCapital asserts that the bankruptcy case was filed to delay the
Dec. 4, 2012 foreclosure of the Property.

According to CWCapital, the bankruptcy cases should be dismissed
for lack of good faith and a Chapter 11 plan in the Debtors' cases
cannot be confirmed in a case filed by fewer than all of the TIC
Investors.

CWCapital maintains dismissal is in the best interest of the
creditors bacause:

   (i) there are no assets available to distribute to any
       unsecured creditor;

  (ii) there are no rights that would be lost if the case is
       dismissed rather than converted; and

(iii) dismissal would maximize the estate's value because it
       would avoid the costs associated with a complicated no-
       asset Chapter 7 bankruptcy case.

"Given the serial filings employed by the Debtors to delay
foreclosure and the obvious accompanying bad faith, the Bankruptcy
Case should be dismissed, with prejudice to re-filing for 180
days," CWCapital tells the Court.

Attorneys for CWCapital are:

     Frederick W. H. Carter, Esq.
     Gregory A. Cross, Esq.
     Christopher R. Mellott, Esq.
     VENABLE LLP
     750 E. Pratt Street, Suite 900
     Baltimore, Maryland 21202
     Tel: (410) 244-7400
     Fax: (410) 244-7742
     E-mail: crmellott@venable.com
             fwcarter@venable.com

                - and -

    Steven R. Smith, Esq.
    PERKINS COIE LLP
    2001 Ross Avenue, Suite 4225
    Dallas, Texas 75201
    Tel: (214) 965-7702
    Fax: (214) 965-7752
    E-mail: SteveSmith@perkinscoie.com

A hearing on this matter will be held on Nov. 19, 2013, at 2:00
p.m.

                           About NNN 3500

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.


NNN 3500: CWCapital Wants Stay Lifted to Enforce Rights
-------------------------------------------------------
U.S. Bank National Association, as Trustee, successor-in-interest
to Bank of America, N.A., as Trustee for the Registered Holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-C23, by and through CWCapital
Asset Management LLC, solely in its capacity as Special Servicer,
asks the Bankruptcy Court to lift the automatic stay under Section
362(a) of the Bankruptcy Code to allow the Trust to enforce its
rights and remedies against the Property as provided for in the
Loan Documents and applicable law.

On or about Dec. 27, 2005, Wachovia Bank, National Association
made a loan in the original principal amount of $47,000,000 to NNN
3500 Maple, LLC, and NNN 3500 Maple VF 2003, LLC.  The Loan is
evidenced by a Promissory Note dated as of Dec. 27, 2005.

The Note is secured by a Deed of Trust, Security Agreement and
Fixture Filing dated as of Dec. 27, 2005, which was recorded in
the Official Records of the Dallas County Clerk's Office on
Jan. 9, 2006, as Instrument Number 200600008238, encumbering an
18-story office building located at 3500 Maple Avenue, Dallas
Texas (the "Property").

According to the Debtors, the Property is owned by 33 tenant in
common entities, including the Debtors and Maple 26 (collectively
the "TIC Investors").  Each of the TIC Investors is obligated
under the Note and holds a percentage ownership interest in the
Property.  The Debtors collectively hold an 80.38 percent interest
in the Property.

The TIC Investors are in default under the Loan Documents as a
result of, among other things, the failure to make the monthly
debt service payment due on Oct. 11, 2012.  The Debtors are
jointly and severally liable for the entire amount due under the
Note and the related Loan Documents.

According to CWCapital, the Trust is entitled to stay relief
because the Debtors lack equity in the Property and the Property
is not necessary for an effective reorganization that is
reasonably in prospect.  Moreover, CWCapital maintains that the
Debtor filed the Bankruptcy Case in bad faith.

"By filing the Bankruptcy Case, the Debtors are providing the non-
debtor TIC Investors the benefits of the automatic stay without
themselves filing for bankruptcy protection and subjecting
themselves and their assets and liabilities to the jurisdiction of
this Court.  This is contrary to the purposes of the Bankruptcy
Code and constitutes grounds for relief from the automatic stay,"
CWCapital asserts.

A hearing on this matter is scheduled for Nov. 19, 2013, at 2:00.

                           About NNN 3500

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.


NNN 3500: CWCapital Objects to FAST-TRAK's Lift Stay Motion
-----------------------------------------------------------
U.S. Bank National Association, as Trustee, successor-in-interest
to Bank of America, N.A., as Trustee for the Registered Holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2006-C23, by and through CWCapital
Asset Management LLC, solely in its capacity as Special Servicer,
is opposing the motion to modify stay to file mechanics and
materials lien filed by FAST-TRAK Construction, Inc.

The Debtors are indebted to the Trust pursuant to a Promissory
Note dated as of Dec. 27, 2005, which evidences a loan in the
original principal amount of $47 million.  The Note is secured by,
among other things, a Deed of Trust, Security Agreement and
Fixture Filing dated as of Dec. 27, 2005, which was recorded in
the Official Records of the Dallas County Clerk's Office on
Jan. 9, 2006, as Instrument Number 200600008238, encumbering an
18-story office building located at 3500 Maple Avenue, Dallas
Texas.

Pursuant to, among other things, the Deed of Trust, the Trust has
held its first priority lien in and security interest on the
Property since 2005.

According to the Debtors, the Property is owned by 33 tenant in
common entities, including the Debtors (the "TIC Investors").
Each of the TIC Investors is obligated under the Note and holds a
percentage ownership interest in the Property.  The Debtors
collectively hold an 80.38 percent interest in the Property.

FAST-TRAK asserts that it performed build-out services in the
amount of $52,991 pursuant to a contract dated June 4, 2013, that
it entered with TIC Properties, LLC, as agent for the TIC
Investors.

CWCapital contends the relief requested is unnecessary, legally
meaningless and the Court should therefore deny the Motion.
Alternatively, any order granting the Motion should unequivocally
decree that FAST-TRAK's lien is junior and subordinate to the
Trust's first-priority lien in and security interest in the
Property, CWCapital adds.

"FAST-TRAK is requesting relief from the stay to perform an act
that will have no effect on the character of its claim and will
grant it no greater rights against the Property, Maple 26 or any
of the other TIC Investors than it already has," CWCapital tells
the Court.

                           About NNN 3500

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District Of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.


NORTH MOUNTAIN COMMERCIAL: Trustee's Sale Set for Dec. 6
--------------------------------------------------------
Real and personal properties of North Mountain Commercial Center
LLC will be sold to the highest bidder at a public auction set for
Dec. 6, 2013, at 10:00 a.m.  The auction will be held at the law
offices of Quarles & Brady LLP in Phoenix, Arizona.

North Mountain Commercial Center is based in Beverly Hills,
California.  The assets to be sold are located at 13615 North 35th
Avenue, Phoenix, Arizona 85029, and include a portion of The
Northwest Quarter, buildings, certain contracts and rights.

The assets serve as collateral of Coastline RE Holdings Corp. of
Los Angeles, California, with respect to debt in the original
principal balance of $2,071,720.

The trustee for the assets is John S. Craiger, Esq., at Quarles &
Brady LLP.  The trustee and his counsel may be reached at:

     John S. Craiger, Esq.
     Elizabeth A. Hibbs, Esq.
     QUARLES & BRADY LLP
     Renaissance One
     Two North Central Avenue
     Phoenix, AZ 85004-2391
     Tel: 602-229-5200
     E-mail: Elizabeth.hibbs@quarles.com


NORTHERN BEEF: Sale Hearing Scheduled for Nov. 14
-------------------------------------------------
The Hon. Charles L. Nail, Jr., bankruptcy judge for the U.S.
Bankruptcy Court for the District of South Dakota, granted in part
and denied in part Northern Beef Packers Limited Partnership's
sale motion, as it relates to the procedures for the solicitation
of bids.

The Debtor sought to sell its operating assets, free and clear of
liens, claims, encumbrances, and interest for a purchase price of
$12,500,000, or such higher amount as may be bid at the auction.

White Oak Global Advisors, LLC, in its capacity as agent for the
Debtor's senior secured prepetition lenders, is deemed a qualified
bidder and may make a combination bid of credit and cash.

The auction will be held at 1:15 p.m. on Dec. 5, 2013, in the
assigned courtroom, U.S. Courthouse, 400 South Phillips Avenue,
Sioux Falls, South Dakota.

Bids will be accepted from Qualified Bidders.  The bidding will
begin at $12,750,000.  Any Qualified Bidder may raise that bid and
subsequent bids in increments of $250,000.

A hearing to consider approval of the Sale Motion is scheduled for
Nov. 14, 203.

Any party wishing to become a qualified bidder entitled to
participate in the auction will, among other things:

   i. execute and provide to the Court, not later than the time of
      the auction, a written statement that:

        A. the bidder makes a cash bid of not less than
           $12,750,000;

        B. the bidder has the financial wherewithal to timely
           close the sale;

        C. the bidder will complete, at its own expense, any
           regulatory filings that may be required under
           applicable law in connection with the Sale;

        D. the bidder has not colluded, and will not collude, with
           any other party with respect to the Auction or the
           Sale; and

        E. sets forth any affiliation between the bidder and any
           person or entity with business operations that relate
           to the operation of any "packer," as defined in the
           Packers and Stockyards Act, 1921.

  ii. provide a copy of any necessary resolutions approving the
      bidder's purchase of the Operating Assets and identifying
      individuals  authorized to appear on behalf of and act for
      the bidder for all purposes related to the auction and the
      sale; and

iii. make, before Dec. 5, 2013, a deposit of $1,275,000 in the
      form of a wire transfer to a bank account specified by the
      Debtor and the U.S. Trustee and provide a written proof to
      the Court at the Auction OR bring to the Auction a certified
      check for $1,275,000 from an FDIC-insured institution.

                       Bid Procedures opposed

Prior to the entry of the Court's order, Zhou Yan and Zhang
Xuening, direct creditors of the Debtor, and the Ad Hoc Committee
of EB-5 Investors, of which Zang and Zhou are members, filed an
objection to the portion of the "Bid Procedures" of the sale
motion.  The EB-5 Committee Members assert that the $12.75 million
purchase price is shockingly low.  In addition to the minimum
price concerns, grave concerns also arise from questions about the
$24 million "Yield Maintenance" add-on to White Oak's claim and
from multiple refusal by White Oak, the Official Trade Committee,
and the Debtor to clarify the issue.  The EB-5 Committee Members
also expressed concerns over about White Oak's right to credit
bid.

The EB-5 Committee Members seek to reserve their right to object
to or raise any matter regarding the Debtor's selection of the
Successful Bidder, following the Auction, including raising any
matter regarding whether or not the party selected by the Debtor
presented the "highest and best" bid for the Debtor's assets based
on the interest of the EB-5 Committee Members and the Debtor's
estate.

In a separate filing, Limited Partner Gao Changchun (GC), which
holds proxies of several partners in SDIF Limited Partnership
(LP6), objects to the credit bid aspect of the bid procedures
proposed by the Debtor on three primary grounds:

   (1) The Subordination Agreement under which LP6 allegedly
       subordinated its approximately $35 million obligation to
       White Oak to the extent of $40-45 million appears to be
       invalid.

   (2) White Oak's claim, if superior to LP6's lien, is subject to
       avoidance to the extent of all sums beyond the reasonably
       valuable consideration that White Oak granted.

   (3) White Oak has not pointed the Court or the parties to the
       language in its voluminous loan documents that provides for
       a "yield maintenance" charge of $24,195,098 added to the
       loan.

GC asserts that to allow White Oak to credit bid would be
premature and would predetermine resolution of these issues in
favor of White Oak.

         About Northern Beef Packers Limited Partnership

Northern Beef Packers Limited Partnership, which operates a beef
processing facility that opened in October 2012, filed for
Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19,
2013.  Karl Wagner signed the petition as chief financial officer.
Judge Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least
$10 million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.  Steven H. Silton, Esq.,
at Cozen O'Connor serves as co-counsel.  Lincoln Partners Advisors
LLC serves as financial advisors.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors in the case.  Robbins, Salomon &
Patt, Ltd. serves as it lead counsel.  Patrick T. Dougherty serves
as its local counsel.

White Oak Global Advisors, LLC, is providing postpetition
financing.  White Oak has extended a $47 million credit bid for
the Debtor's assets.  White Oak is the Debtor's largest secured
creditor as of July 19, 2013, the petition date, with a disputed
claim of over $64 million.


ORMET CORP: Can Continue Operations Through Month's End
-------------------------------------------------------
Stephanie Gleason, writing for DBR Small Cap, reported that a
bankruptcy judge on Nov. 8 allowed Ormet Corp. to continue minimal
operations through the end of November as it attempts to complete
a sale of its Burnside, La., facility.

According to the report, absent that decision from Judge Mary
Walrath of the U.S. Bankruptcy Court in Wilmington, Del., Almatis
Inc. could have backed out of its offer to purchase the Burnside
facility for $37 million. The sale of that facility would preserve
more than 200 jobs and begin to repay the bankruptcy loan provided
to Ormet to fund its Chapter 11 case. That sale could close by the
end of the month.

Judge Walrath approved a budget that will permit Ormet to continue
to pay some expenses as they come due, which will support an
orderly winddown of the company and preventing a forced immediate
shut down, the report said.  She declined for now to convert the
case to a Chapter 7 liquidation, which would have placed a trustee
in control of the company going forward.

The budget drew ire from several creditor groups because it
doesn't address payment of approximately $20 million in
administrative claims, the report said.

American Electric Power Co. is only being paid on a go-forward
basis for power drawn since Oct. 31 under the terms of the
approved budget, the report further related.  AEP won't be paid
under this interim budget for power bills for July, September and
October totalling approximately $10 million.

                         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.


OVERLAND STORAGE: Has Investor Call on Tandberg Transaction
-----------------------------------------------------------
Overland Storage, Inc., entered into an Acquisition Agreement with
Tandberg Data Holdings S.a r.l., a private limited liability
company incorporated under the laws of the Grand Duchy of
Luxembourg and Tandberg shareholders FBC Holdings S.a r.l. and
Tandberg Data Management S.a r.l.  The Acquisition Agreement
contemplates a series of transactions pursuant to which the
Company will acquire from the Tandberg shareholders all of the
capital stock of Tandberg.  If the Acquisition is completed,
Tandberg will become a wholly-owned subsidiary of the Company.

In connection with the Acquisition, the Company conducted an
investor conference call on Nov. 1, 2013, at 4:30 p.m. ET (1:30
p.m. PT) to discuss the Acquisition.  A transcript of the
conference call is available for free at http://is.gd/GJwQFD

                        About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.  The Company's balance
sheet at June 30, 2013, showed $31.40 million in total assets,
$41.69 million in total liabilities and a $10.29 million total
shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


PANACHE BEVERAGE: Reincorporates as a Delaware Corporation
----------------------------------------------------------
Pursuant to the Agreement and Plan of Merger, dated as of Oct. 29,
2013, by and between, Panache Beverage, Inc., a Florida
corporation and Panache Beverage, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company, effective as of Oct. 29,
2013, the Company merged with and into Panache, with Panache being
the surviving entity.  As a result of the Reincorporation Merger,
the legal domicile of the Surviving Corporation is now Delaware.

The Merger Agreement and Reincorporation Merger were duly approved
by the Company's board of directors and by the written consent of
the holders of a majority of the Company's outstanding capital
stock entitled to vote thereon.

Pursuant to the terms of the Merger Agreement, (i) the Company
merged with and into Panache, with Panache being the Surviving
Corporation; (ii) Panache succeeded to the ownership of all of the
Company's assets, has the rights, power and privileges and assumed
all of the obligations of the Company; (iii) the Company's
existing directors and officers became the directors and officers
of Panache; and (iv) the certificate of incorporation and by-laws
of Panache now govern the Surviving Corporation.  In connection
with the Reincorporation Merger, the number of authorized shares
of common stock was decreased to 100,000,000 shares of common
stock, par value of $.001 per share.

At the effective time of the Reincorporation Merger, each
outstanding share of the Company's common stock, $.001 par value,
automatically was converted into one share of common stock of
Panache, $.001 par value.  Shareholders are not required to
exchange their existing stock certificates, which now represent an
equivalent number of shares of Panache common stock.  Shareholders
wishing to exchange their stock certificates should to send them
to Guardian Registrar & Transfer, Inc., Exchange Processing, 7951
SW 6 Street, Suite 216, Plantation, FL, 33324 and should use
insured couriers for the return of their certificates.

The Reincorporation Merger did not result in any change in the
business of the Company and the Surviving Corporation continues to
maintain its principal offices at 150 Fifth Avenue, 3rd Floor, New
York, New York 10011.  The common stock of the Surviving
Corporation continues to trade on the OTCQB market under the
symbol "WDKA" and the securities of the Surviving Corporation
continue to be registered under Section 12(g) of the Securities
Exchange Act of 1934, as amended, by virtue of Rule 12g-3 of the
Exchange Act.

Loan Agreement Amendment

On Oct. 29, 2013, Panache entered into a Second Amendment to the
Amended and Restated Loan Agreement with Consilium Corporate
Recovery Master Fund, Ltd.  Prior to the Reincorporation Merger,
the Company, its affiliates and subsidiaries had entered into
previous loan transactions with Consilium, dated Dec. 21, 2012,
May 9, 2013, and Sept. 4, 2013, respectively, under which the
Company and its affiliates borrowed an aggregate of $7,500,000,
secured by certain assets and common stock.  Pursuant to the
Second Amendment, Panache, as successor by merger to the Company,
reconfirmed that it is the "Borrower" under the Previous Loan for
all purposes and reconfirmed its obligations under the Previous
Loan and that those obligations under said Previous Loan are in
full force and effect.

In connection with the Second Amendment Panache entered in a First
Amendment to Amended and Restated Trademark Assignment and
Security Agreement with the Lender, whereby Panache reconfirmed
that it is the "Borrower" under the Previous Loan, including that
certain Amended and Restated Loan Trademark Assignment and
Security Agreement with the Lender, and the other signatories to
the Amended Trademark Assignment reconfirmed their guarantees
under Previous Loan and that such obligations under said Previous
Loan are in full force and effect.

Modification to Rights of Security Holders

As a result of the Reincorporation Merger, each outstanding share
of Company common stock, $.001 par value, has been automatically
converted into one share of Panache common stock, par value $.001.
Upon completion of the Reincorporation Merger, each outstanding
certificate representing Company common stock is deemed, without
any action by the shareholder, to represent the same number of
share of Panache common stock.  Shareholders do not need to
exchange their stock certificates as a result of the
Reincorporation Merger.  Shareholders wishing to exchange their
stock certificates should to send them to Guardian Registrar &
Transfer, Inc., Exchange Processing, 7951 SW 6 Street, Suite 216,
Plantation, FL 33324 and should use insured couriers for the
return of their certificates.

Prior to the effective date of the Reincorporation Merger, the
Company's corporate affairs were governed by the corporate laws of
Florida.  The rights of its shareholders were subject to its
Articles of Incorporation, as amended, and its By-laws.  As a
result of the Reincorporation Merger, holders of the Company
common stock are now holders of Panache common stock, and their
rights as holders are governed by the General Corporation Law of
Delaware and the Delaware Certificate and Delaware By-laws.

A copy of the Agreement and Plan of Merger is available at:

                       http://is.gd/moI2Pq

                      About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

The Company's balance sheet at March 31, 2013, showed $2.7 million
in total assets, $6.0 million in total liabilities, and a
stockholders' deficit of $3.3 million.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its audit of the Company's financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital, and
has incurred losses from operations.


PATRIOT COAL: Court Schedules Dec. 17 Plan Confirmation Hearing
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri has
approved the Disclosure Statement explaining Patriot Coal Corp.,
et al.'s Joint Chapter 11 Plan of Reorganization.

Oct. 30, 2013, at 5:00 p.m. is established as the Voting Record
Date for determining (a) the creditors who are entitled to vote on
the Plan and (b) in the case of non-voting classes, the creditors
and interest holders that are to receive certain informational
materials.

The voting deadline is 4:00 p.m. on Dec. 10, 2013.  The
confirmation hearing will be held at 9:00 a.m. on Dec. 17, 2013.

                        About Patriot Coal

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

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

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
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.  A Third Amended Joint Chapter 11 Plan of
Reorganization and an explanatory disclosure statement was filed
on Nov. 4, 2013.


PATRIOT COAL: Incurs $124.9-Mil. Net Loss in Third Quarter
----------------------------------------------------------
Patriot Coal Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $124.9 million on $326.1 million of total
revenues for the three months ended Sept. 30, 2013, compared with
a net loss of $215.9 million on $448.2 million of total revenues
for the three months ended Sept. 30, 2012.

The Company reported a net loss of $340.5 million on
$1.088 billion of total revenues for the nine months ended
Sept. 30, 2013, compared with a net loss of $645.6 million on
$1.485 billion of total revenues for the nine months ended
Sept. 30, 2012.

The Company's consolidated balance sheet at Sept. 30, 2013, showed
$3.509 billion in total assets, $3.954 billion in total
liabilities, and a stockholders' deficit of $444.6 million.

A copy of the Form 10-Q is available at http://is.gd/riM8lh

                        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.  A Third Amended Joint Chapter 11 Plan of
Reorganization and an explanatory disclosure statement was filed
on Nov. 4, 2013.


PATRIOT COAL: Inks Settlement Agreements With Peabody and Arch
--------------------------------------------------------------
In a regulatory Form 8-K filing Friday, Patriot Coal Corp. and its
affiliates report that Patriot has entered into material
definitive agreements with Peabody Energy Corporation and its
affiliates, Arch Coal, Inc., and its subsidiaries and affiliates,
and a backstop rights purchase agreement with the Backstop Parties
identified as such in the backstop rights agreement.

Peabody Settlement Agreement

On Nov. 6, 2013, the U.S. Bankruptcy Court for the Eastern
District of Missouri approved, on the record, the settlement
agreement entered into on Oct. 24, 2013, among Patriot Coal
Corporation and its affiliates, Peabody Energy Corporation and its
affiliates and the United Mine Workers of America (the "UMWA"), on
behalf of itself and certain employees and retirees represented by
the UMWA, resolving various disputes among the three parties (the
"Peabody Settlement").  The Bankruptcy Court entered the order
approving the Peabody Settlement on Nov. 7, 2013.  As part of the
Peabody Settlement, Peabody agreed to, among other things, (i)
provide $310 million to the Voluntary Employee Benefit Association
(the "VEBA") that will assume obligations to provide healthcare
benefits to certain retirees represented by the UMWA; (ii) issue
and replace, as applicable, $126 million of letters of credit; and
(iii) provide credit support for Patriot's federal black lung
obligations.  The Peabody Settlement also provides for broad
mutual releases of claims and causes of action among the parties.
The Peabody Settlement is subject to certain conditions, including
the satisfaction of certain minimum liquidity standards by Patriot
and the effectiveness of Patriot's plan of reorganization and may
be terminated if a plan of reorganization that is consistent with
the Peabody Settlement is not effective by March 31, 2014.

Arch Coal Settlement

On Nov. 6, 2013, the Bankruptcy Court approved, on the record, the
settlement agreement entered into on Oct. 23, 2013, between
Patriot and the affiliates with which Patriot's Chapter 11 case is
being jointly administered and Arch Coal, Inc. and its
subsidiaries and affiliates resolving various disputes between the
parties (the "Arch Settlement").  The Bankruptcy Court entered the
order approving the Arch Settlement on Nov. 7, 2013.  As part of
the Arch Settlement, Arch agreed to (i) provide $5 million of cash
to Patriot; (ii) purchase Patriot's South Guffey reserve for
$16 million; and (iii) relieve Patriot of the obligation to post
$16 million of letters of credit for the next two years.  The Arch
Settlement provides for broad mutual releases of claims and causes
of action among the parties, is conditioned upon the effectiveness
of Patriot's plan of reorganization and will terminate if a plan
of reorganization that is consistent with the Arch Settlement is
not effective by March 31, 2014.

Backstop Commitment Agreement

On Nov. 6, 2013, the Bankruptcy Court approved, on the record, the
backstop rights purchase agreement entered into on Nov. 4, 2013,
between the Debtors and the Backstop Parties, and  consented to by
the Official Committee of Unsecured Creditors appointed in the
Chapter 11 case and the UMWA, which sets forth the terms of the
Backstop Parties' commitments, the rights offerings and related
financing transactions (the "Backstop Rights Purchase Agreement")
as contemplated by the Debtors' Third Amended Plan of
Reorganization filed with the Bankruptcy Court on Nov. 4, 2013.
The Bankruptcy Court entered the order approving the Backstop
Rights Purchase Agreement on Nov. 7, 2013.  Subject to certain
conditions, Knighthead Capital Management, LLC, has committed to
purchase, for the applicable subscription price, all of the notes
and warrants that are not purchased in the rights offerings up to
an aggregate subscription price of $250,025,000. The proceeds from
the rights offerings will be used toward the consummation of the
Plan of Reorganization.  In exchange for the backstop commitment,
Patriot has agreed to distribute to Knighthead (and any of the
other Backstop Parties under the Backstop Rights Purchase
Agreement, in accordance with their backstop commitment
percentage) rights to purchase up to 40% of the notes offered in
the rights offerings and up to 40% of the warrants offered in the
rights offerings, in the aggregate, for an aggregate subscription
price of $100,010,000.

The transactions contemplated by Backstop Rights Purchase
Agreement are subject to, among other things, (i) the Debtors
entering into definitive documentation for the exit financing
facilities; (ii) Patriot satisfying certain minimum liquidity
standards; and (iii) the VEBA having been funded with the amount
contemplated by the Backstop Rights Purchase Agreement to be
funded on the effective date of the Plan of Reorganization.

Notwithstanding approval by the Bankruptcy Court, the Backstop
Rights Purchase Agreement may be terminated by the Backstop
Parties if (i) there has been a material adverse change since
Oct. 9, 2013; (ii) the Bankruptcy Court enters an order confirming
a plan of reorganization other than the Plan of Reorganization;
(iii) the Debtors breach any representation, warranty or covenant
in the Backstop Rights Purchase Agreement in any material respect,
or it shall be reasonably apparent that the Debtors shall be
unable to satisfy each of the conditions to closing on or before
the effective date of the Plan of Reorganization, and such failure
or inability remains uncured or continues for a period of ten
business days following delivery of written notice thereof to the
Debtors by the Backstop Parties; (iv) the Debtors enter into or
seek Bankruptcy Court authority to enter into an alternative
transaction; or (v) the effective date of the Plan of
Reorganization shall not have occurred by Dec. 31, 2013.

A copy of the Peabody Settlement is available at:

http://is.gd/fqZ9xe

A copy of the Arch Settlement is available at:

                        http://is.gd/PblcmM

A copy of the Backstop Rights Purchase Agreement is available at:

                        http://is.gd/6jv6Ee

                        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.  A Third Amended Joint Chapter 11 Plan of
Reorganization and an explanatory disclosure statement was filed
on Nov. 4, 2013.


PATRIOT COAL: Expects to Emerge from Bankruptcy in December
-----------------------------------------------------------
In a press release, Patriot Coal Corporation announced that the
U.S. Bankruptcy Court for the Eastern District of Missouri has
confirmed that the Company's Disclosure Statement contains the
information necessary to enable creditors to vote on the Company's
Plan of Reorganization.  According to Patriot, it will immediately
commence the process to solicit votes on its Plan of
Reorganization as outlined in filings with the bankruptcy court.

The Court also authorized Patriot to move forward with the
proposed Rights Offerings in conjunction with the Plan of
Reorganization.  As previously announced, the Rights Offerings
will be fully backstopped by Knighthead Capital Management, LLC,
and certain affiliates.  Additionally, the Court approved an
agreement with leading financial institutions Barclays and
Deutsche Bank to arrange new exit financing and post-emergence
credit facilities of $576 million.  Finally, the Court approved
the Company's previously announced settlements with Peabody Energy
Corporation and Arch Coal, Inc.

"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," said Patriot President and Chief
Executive Officer Bennett K. Hatfield.  "Taken together, the
Rights Offering and the settlements with Peabody and Arch lay the
foundation for completion of our exit financing in the next few
weeks.  We remain on schedule for emergence from bankruptcy in mid
to late December."

                      Exit Facility Documents

The Bankruptcy Court has authorized Patriot Coal Corp., et al., to
enter into, execute, deliver under documents in connection with
the proposed exit financing from Barclays Bank PLC, Deutsche Bank
AG New York Branch ("DBNY") and Deutsche Bank Securities Inc.
("DBSI").  A copy of the Order is available at:
http://bankrupt.com/misc/patriotcoal.doc4966.pdf


On Nov. 7, 2013, the Bankruptcy Court authorized Patriot Coal to
enter into an agreement with the "rights offerings backstop
parties", authorizing the Debtors to conduct the rights offerings
in connection with the Debtors' Joint Chapter 11 Plan of
Reorganization.

A total of $250 million in aggregate principal amount of Notes and
an aggregate amount of Warrants to be determined by the Debtors
and the Backstop Parties will be offered in the Rights Offerings,
to be allocated to the Certified Eligible Holders and Backstop
Parties in the proportion of 60% and 40%, respectively.  The
aggregate subscription price for the Notes Rights will be
$250,000,000 and the aggregate subscription price for the Warrants
Rights will be $25.  Thus, the aggregate subscription price for
the Rights Offerings will be $250,000,025.

A copy of the Motion is available at:

         http://bankrupt.com/misc/patriotcoal.doc4834.pdf

                        About Patriot Coal

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

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

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 26, 2013.  A Third Amended Joint Chapter 11 Plan of
Reorganization and an explanatory disclosure statement was filed
on Nov. 4, 2013.


PEM THISTLE: Assets to Be Auctioned Off Dec. 20
-----------------------------------------------
The assets of PEM Thistle Landing H LLC and PEM Thistle Landing S
LLC will be sold to the highest bidder at auction set for Dec. 20,
2013, at 12:30 p.m.  The trustee for the assets will sell real and
personal property located at 4801 East Thistle Landing Drive, in
Phoenix, Arizona.  The assets serve as collateral to debt in the
amount of $37,000,000 owed to New York-based DOF IV REIT Holdings
LLC.

The trustee overseeing the sale is:

     Fidelity National Title Insurance Company
     15206 Ventura Blvd, Suite 216
     Sherman Oaks, CA 91403
     Tel: 818-501-9800


PHYSIOTHERAPY ASSOCIATES: Files for Chapter 11 Bankruptcy
---------------------------------------------------------
Katy Stech and Emily Glazer, writing for The Wall Street Journal,
reported that Physiotherapy Associates Inc. filed for Chapter 11
bankruptcy protection on Nov. 12 after its creditors accepted a
prepackaged debt-restructuring plan for the rehabilitation
services provider.

According to the report, the private-equity-backed company, based
in the Philadelphia suburb of Exton, Pa., has about 575 outpatient
clinics in 29 states. It filed for Chapter 11 protection in U.S.
Bankruptcy Court in Wilmington, Del., along with some 50
affiliates, listing assets of more than $500 million.

Under the company's plan, a bondholder group owed about $218
million would become the company's owner, according to people
familiar with the company, the report related.  The company
expects to take out a $144 million loan at the end of the
bankruptcy to pay for its operations, the people added.

The company said 100% of its senior lenders and 99.7% of its
bondholders voted to accept the prepackaged restructuring plan,
the report further related.

"This is an important step forward in our efforts to align our
capital structure with the strength of our operations and current
financial performance," the company's chief executive, Martin
McGahan, said in a news release, the report cited.  "The Company
is profitable and has positive cash flow -- this process relates
solely to the issue of restructuring the balance sheet."


PHYSIOTHERAPY ASSOCIATES: Files Chapter 11 Bankruptcy Petition
--------------------------------------------------------------
Physiotherapy Associates on Nov. 12 disclosed that it will pursue
a pre-packaged, court-supervised financial restructuring to
strengthen its balance sheet.  The financial restructuring is
expected to have no impact on the Company's operations or its
ability to continue providing high-quality service and patient
care and was unanimously supported by its senior secured lenders
and bondholders that submitted votes on the Company's prepackaged
plan.

Physiotherapy Associates elected to file voluntary petitions with
the U.S. Bankruptcy Court for the District of Delaware under
Chapter 11 of the United States Bankruptcy Code.  The Company
expects to use the restructuring process to reduce its outstanding
funded debt and enhance its financial flexibility so that it may
continue to invest in its business and take advantage of key
growth opportunities.

Martin McGahan, Chief Executive Officer of Physiotherapy
Associates, said, "This is an important step forward in our
efforts to align our capital structure with the strength of our
operations and current financial performance.  The Company is
profitable and has positive cash flow -- this process relates
solely to the issue of restructuring the balance sheet.  Providing
high-quality treatment remains our top priority and this process
will not compromise the safety and well-being of our patients.  We
will remain focused on executing key initiatives, including
providing the right products, tools and solutions to support our
employees, clinicians, referral sources and joint venture
partners.  We expect operations to continue in the ordinary course
and are committed to maintaining our relationships with vendors.
We look forward to using the restructuring process to better
position the Company for long-term success and profitability."

In advance of the filing, Physiotherapy Associates has received
approval of the financial restructuring plan from 100% of its
senior secured lenders and over 99.7% of its bondholders.

Physiotherapy Associates has filed a series of customary motions
with the Court to ensure the continuation of day-to-day
operations.  These motions, which the Company expects to be
granted, include requests to continue providing employee wages and
benefits and to pay suppliers in full under normal terms for goods
and services.

                           The Plan

Katy Stech and Emily Glazer, writing for The Wall Street Journal,
reported that Physiotherapy Associates filed for Chapter 11
bankruptcy protection on Nov. 12 after its creditors accepted a
prepackaged debt-restructuring plan for the rehabilitation
services provider.

According to the report, the private-equity-backed company, based
in the Philadelphia suburb of Exton, Pa., has about 575 outpatient
clinics in 29 states. It filed for Chapter 11 protection in U.S.
Bankruptcy Court in Wilmington, Del., along with some 50
affiliates, listing assets of more than $500 million.

Under the company's plan, a bondholder group owed about $218
million would become the company's owner, according to people
familiar with the company, the report related.  The company
expects to take out a $144 million loan at the end of the
bankruptcy to pay for its operations, the people added.

The company said 100% of its senior lenders and 99.7% of its
bondholders voted to accept the prepackaged restructuring plan,
the report further related.

                 About Physiotherapy Associates

Headquartered in Exton, Pennsylvania, Physiotherapy Associates --
http://www.physiocorp.com-- is one of the nation's foremost
providers of outpatient rehabilitation services.  The company
provides physical therapy, industrial rehabilitation, sports
medicine and orthotics and prosthetics services to millions of
patients each year across the United States.


POINSETTIA DRIVE: Assets to Be Sold at Nov. 13 Auction
------------------------------------------------------
Assets of Poinsettia Drive LLC, which serve as collateral to the
debt owed to NexTier Bank, will be sold at public auction to the
highest bidder on Nov. 13, 2013, at 10:00 a.m.  The auction will
be held at the offices of Gammage & Burnham PLC, Two North Central
Avenue, 15th Floor, Phoenix, Arizona.

The original principal balance of the debt is $940,000.

The property is located at 10221 N, Cave Creek Road, in Phoenix.

The trustee may be reached at:

     Gregory J. Gnepper
     GAMMAGE & BURNHAM PLC
     Two North Central Avenue, 15th Floor
     Phoenix, AZ 85004
     Tel: 602-256-0566
     E-mail: ggnepper@gblaw.com


PRIMCOGENT SOLUTIONS: Erchonia Wants Ch. 7, Not Dismissal
---------------------------------------------------------
Erchonia Corporation asks the Court to convert the Chapter 11 case
Primcogent Solutions, LLC, to a case under Chapter 7 of the
Bankruptcy Code.  The Motion serves as a joinder to the previously
filed motion by the U.S. Trustee.

However, Erchonia does not join or adopt paragraph 71 of the U.S.
Trustee's Motion and opposes dismissal of the case, even in the
alternative.  Moreover, Erchonia does not seek a separate hearing
but, instead, seeks a concurrent and consolidated hearing with the
Trustee's Motion.

As reported by the TCR on Sept. 20, 2013, the U.S. Trustee said
the Debtor cannot propose a plan of reorganization under which it
may reorganize, citing:

   1. The automatic stay has lifted as to substantially all of
      the Debtor's assets, and those assets have been sold at
      foreclosure.

   2. The Debtor's remaining significant assets are three causes
      of action, which may be prosecuted by a Chapter 7 trustee.

                    Debtor Conversion/Dismissal

Primcogent Solutions filed a limited objection to the U.S.
Trustee's motion to convert or, in the alternative, dismiss its
Chapter 11 case.

The Debtor says it is presently considering its options, including
whether to liquidate under a Chapter 11 plan or to convert its
case to Chapter 7, wherein the Erchonia Litigation would be
managed by a chapter 7 trustee.  A funded liquidating plan
pursuant to which the Debtor manages and oversees the Erchonia
Litigation will likely yield the greatest return to creditors, the
Debtor maintains.

The Debtor, however, is aware that a liquidation under Chapter 11
will require, among other things, additional funding.

The Debtor and principal parties-in-interest are currently
considering their options and plan to supplement this limited
objection in advance of the Nov. 14, 2013.

                    About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor disclosed $82,490,751 in assets
and $27,236,020 in liabilities as of the Chapter 11 filing.  Judge
D. Michael Lynn presides over the case.  Attorneys at Andrews
Kurth, LLP, serve as counsel to the Debtor.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,
Esq., at Patton Boggs, LLP.

Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D.
Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J.
Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington,
Coleman, Sloman & Blumenthal, LLP.

The Official Committee of Unsecured Creditors is represented by
Looper Reed & McGraw P.C., as counsel.


PROGRESSIVE WASTE: Moody's Ba1 CFR Unaffected by Debt Repricing
---------------------------------------------------------------
Moody's Investors Service commented that Progressive Waste
Solutions Ltd.'s proposed debt repricing is credit positive but
does not impact the company's Ba1 rating or stable outlook.

Progressive Waste Solutions Ltd. provides vertically integrated
non-hazardous solid waste services to commercial, industrial,
municipal and residential customers in Canada, the US South and
the US Northeast. Revenue for the last twelve months ended
September 30, 2013 exceeded $2 billion. The company is
headquartered in Toronto, Ontario, Canada.


PULSE ELECTRONICS: Incurs $7.6 Million Net Loss in 3rd Quarter
--------------------------------------------------------------
Pulse Electronics Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $7.58 million on $94.84 million of net sales for the
three months ended Sept. 27, 2013, as compared with a net loss of
$8.92 million on $88.23 million of net sales for the three months
ended Sept. 28, 2012.

For the nine months ended Sept. 27, 2013, the Company reported a
net loss of $19.93 million on $267.90 million of net sales as
compared with a net loss of $19.72 million on $282.75 million of
net sales for the nine months ended Sept. 28, 2012.

The Company's balance sheet at Sept. 27, 2013, showed $188.22
million in total assets, $235.14 million in total liabilities and
a $46.92 million total shareholders' deficit.

"Our operating performance for both revenue and non-GAAP operating
profit were within guidance again this quarter," said Pulse
Chairman and Chief Executive Officer Ralph Faison.  "We achieved
solid growth in our wireless segment as demand from certain
programs at our smartphone customers increased.  We also made
significant progress in the operating results of this segment.
Meanwhile, we had sequential operating profit improvements in our
network and power segments despite a muted demand environment.  We
continued to improve operational efficiencies and control
expenses.  This quarter we achieved a milestone $5 million in
adjusted EBITDA, representing our fourth consecutive increase, and
sixth increase in the last seven quarters, demonstrating the
continuous progress the Pulse team is making toward our target
operating model.

"I am very pleased that, as of the end of October, the majority of
our sites are now live on our new ERP system.  This implementation
has been a core component of our strategic turnaround plan, and
our fully-integrated, modern system promises to markedly improve
Pulse's customer service, operational effectiveness, and overall
organizational efficiency," continued Mr. Faison.  "I would like
to express my appreciation to the many Pulse employees around the
world, and particularly those directly engaged on the project, for
their tireless work over the many months of the implementation.
This was an incredibly complex undertaking, and everyone involved
should feel extremely proud of the successful transition they have
achieved."

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

                        http://is.gd/6zDbSP

                       About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.

As of June 28, 2013, the Company had $179.30 million in total
assets, $219.24 million in total liabilities and a $39.94 million
total shareholders' deficit.


QBEX ELECTRONICS: Files 5th Motion to Extend Plan Exclusivity
-------------------------------------------------------------
QBEX Electronics Corporation, Inc., et al., ask the U.S.
Bankruptcy Court for the Southern District of Florida to further
extend their exclusive periods to file and obtain acceptances of a
plan until Dec. 27, 2013, and Jan. 27, 2014, respectively.

This is the Debtors' fifth request for an extension.

The Debtors said that while significant progress has been made, a
reasonable amount of work remains to be completed.

                      About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, and
its affiliates, Qbex Colombia, S.A., and Comercializadora De
Productos Tecnologicos CPT Colombia SAS, are manufacturers,
assemblers and distributors of personal computers, notebooks,
tablets and compatible accessories, marketed throughout Latin
America under the QBEX brand.

QBEX Electronics filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 12-37551) on Nov. 15, 2012.  Judge Robert A. Mark
oversees the case.  Robert D. Peters, Esq., Robert A. Schatzman,
Esq., and Steven J. Solomon, Esq., at GrayRobinson, P.A., serve as
the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, 2012, listing $433,627 in
assets and $5,792,217 in liabilities.

Glenn D. Moses, Esq., and Michael L. Schuster, Esq., at Genovese
Joblove & Battista, P.A., represent the Official Committee of
Unsecured Creditors.  The Committee tapped Marcum, LLP, as its
financial advisors.


QUICKSILVER RESOURCES: Posts $10.6 Million Net Income in Q3
-----------------------------------------------------------
Quicksilver Resources Inc. reported net income of $10.57 million
on $153.11 million of total revenue for the three months ended
Sept. 30, 2013, as compared with a net loss of $790.52 million on
$118.18 million of totla revenue for the same period during the
prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $193.39 million on $447.31 million of total revenue as
compared with a net loss of $1.80 billion on $485.07 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.33
billion in total assets, $2.29 billion in total liabilities and a
$964.51 million total stockholders' deficit.

"Quicksilver continues to progress on our deleveraging plan.  We
have sold additional non-core assets and executed deals in West
Texas that give us significant exposure to new oil production
without near-term capital outlay," said Glenn Darden,
Quicksilver's chief executive officer.  "We are working on what we
believe will be a very attractive solution for our Horn River
properties, which are the assets in our portfolio with the most
potential."

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

                        http://is.gd/C8gAad

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


RADIAN GROUP: Posts Net Loss of $12.7-Mil. in Third Quarter
-----------------------------------------------------------
Radian Group Inc. on Nov. 7 reported a net loss for the quarter
ended September 30, 2013, of $12.7 million, or $0.07 per diluted
share, which included minimal combined net gains from the change
in fair value of derivatives and other financial instruments and
minimal net losses on investments.  Results for the quarter also
included a $22.0 million incurred loss initially booked for the
Freddie Mac Agreement announced in August and approximately $16.8
million of variable compensation expense directly related to the
company's stock price increase during the quarter.  The results
for the quarter compare to net income for the quarter ended
September 30, 2012, of $14.3 million, or $0.11 per diluted share,
which included combined net losses from the change in fair value
of derivatives and other financial instruments of $41.8 million
and net gains on investments of $84.7 million.  Book value per
share at September 30, 2013, was $5.17.

"We are pleased with Radian's improved financial performance this
year and the continued stability in the macroeconomic and business
environment," said Chief Executive Officer S.A. Ibrahim.  "The
$13.7 billion of new flow mortgage insurance business in the third
quarter was the second largest amount ever written in Radian's
more than 35 year history.  The high-quality business written
after 2008, which represents 57% of our primary risk in force, is
expected to generate attractive returns and position Radian for a
return to sustained profitability."

Capital and Liquidity Update

As previously announced in September, Radian Group contributed
$115 million of capital to Radian Guaranty in the third quarter,
in order to support the company's risk-to-capital position.
Radian Guaranty's risk-to-capital ratio was 19.8:1 as of September
30, 2013.  After the above-mentioned contribution of $115 million
to Radian Guaranty, Radian Group maintains approximately $700
million of currently available liquidity.

   -- As of September, 2013, Radian Guaranty's statutory capital
was $1.3 billion compared to $1.2 billion at June 30, 2013, and
$1.0 billion a year ago.

   -- In 2012, Radian Guaranty entered into two quota share
reinsurance agreements with the same third-party reinsurance
provider, in order to proactively manage its risk-to-capital
position.  On April 1, 2013, Radian reduced the amount of new
business ceded under the reinsurance agreements on a prospective
basis from 20 percent to 5 percent.  As of September 30, 2013, a
total of $2.6 billion of risk in force had been ceded under those
agreements.  On December 31, 2014, and on December 31, 2015,
Radian will have the option to recapture a portion of the business
that has been reinsured.

Third Quarter Highlights

   -- New mortgage insurance written (NIW) reached $13.7 billion
during the quarter, compared to $13.4 billion in the second
quarter of 2013 and $10.6 billion in the third quarter of 2012.
Radian wrote $3.5 billion in NIW in October 2013, compared to $4.0
billion in October 2012. -- The Home Affordable Refinance Program
(HARP) accounted for $1.8 billion of insurance not included in
Radian Guaranty's NIW total for the quarter.  This compares to
$2.4 billion in the second quarter of 2013, and $2.7 billion in
the third quarter of 2012.

   -- Of the $13.7 billion of new business written in the third
quarter of 2013, 71 percent was written with monthly premiums and
29 percent with single premiums.

   -- NIW continued to consist of loans with excellent risk
characteristics.

   -- Primary mortgage insurance risk-in-force at the end of the
third quarter consisted of 57 percent of business written after
2008 and, including HARP volume, was 68 percent of the total
portfolio.

   -- As previously announced, Radian Guaranty entered into a
Master Transaction Agreement with Freddie Mac on August 29, 2013.
The Agreement relates to a group of 25,760 first-lien mortgage
loans held by Freddie Mac that were insured by Radian Guaranty,
and were delinquent as of December 31, 2011. -- The Agreement
provides for the future treatment of these loans including claim
payments, loss mitigation activity and insurance coverage, and
eliminates Radian Guaranty's claim exposure on 9,756 loans that
were delinquent and 4,586 loans that were re-performing as of
July 31, 2013.  The Agreement caps Radian Guaranty's total
exposure on this group of loans, including loans that are
currently re-performing, to $840 million.  The maximum exposure of
$840 million is comprised of $625 million of claim payments
(consisting of $370 million claims paid on this population as of
July 12, 2013, and $255 million paid at closing) and $215 million
related to loss mitigation activity on the loans.

   -- On August 29, 2013, Radian Guaranty paid $255 million to
Freddie Mac to cover claim exposure on these loans, and had
previously paid $370 million of claims on these loans.  Radian
Guaranty also deposited $205 million in a collateral account to
cover future loss mitigation activity on these loans.  The amount
deposited in the collateral account represents $215 million, less
$10 million of loss mitigation activity that had become final
before the collateral account was established.  Amounts in the
collateral account will be released to Radian Guaranty to the
extent that Radian Guaranty rescinds, denies, curtails, or cancels
these loans and such amounts become final under the Agreement.  If
the loss mitigation activity that becomes final after the
collateral account was established does not accumulate to $205
million, any remaining funds will be paid to Freddie Mac.  Radian
Guaranty will continue to administer all claims submitted with
respect to these loans in accordance with its insurance policy for
these loans and in a manner consistent with its normal claims
handling practices.

   -- As of September 30, 2013, $137.3 million of submitted claims
had been rescinded, denied or curtailed but were not considered
final under the Agreement.  As of September 30, 2013, the amount
of insurance rescissions, claim denials or claim curtailments that
had become final in accordance with the Agreement was $12.4
million, which includes $2.4 million finalized after the
collateral account was established.

   -- The mortgage insurance provision for losses was $152.0
million in the third quarter of 2013, compared to $136.4 million
in the second quarter of 2013, and $171.8 million in the third
quarter of 2012. -- The $152.0 million provision for losses
includes approximately $22.0 million initially recorded in
connection with the Freddie Mac Agreement.  This is expected to be
fully offset by a reduction of incurred losses in future periods.
This future reduction of incurred losses will result from the
elimination of exposure to re-performing loans covered by the
transaction that we expect to re-default in the future and
ultimately become claims.

   -- The loss ratio in the third quarter for Radian Guaranty was
76.0 percent, compared to 68.9 percent in the second quarter of
2013, and 96.1 percent in the third quarter of 2012.

   -- Mortgage insurance loss reserves were approximately $2.3
billion as of September 30, 2013, which decreased from $2.7
billion in the second quarter of 2013, and from $3.0 billion a
year ago.

   -- Primary reserves (excluding IBNR and other reserves) per
default were $27,202 as of September 30, 2013. This compares to
primary reserves per default of $27,293 as of June 30, 2013, and
$26,100 as of September 30, 2012.

   -- The total number of primary delinquent loans decreased by 17
percent in the third quarter from the second quarter of 2013, and
by 31 percent from the third quarter of 2012.  The total number of
primary delinquent loans at September 30, 2013, excludes loans
related to the Freddie Mac Agreement described above.  In
addition, the total number of primary delinquent loans decreased
by 2 percent in October.  The primary mortgage insurance
delinquency rate decreased to 7.8 percent in the third quarter of
2013, compared to 9.7 percent in the second quarter of 2013, and
12.6 percent in the third quarter of 2012.

   -- Total mortgage insurance claims paid of $519.3 million
consisted of $254.6 million related to the Freddie Mac Agreement
and $264.7 million of other claims paid in the quarter, compared
to $326.4 million in the second quarter of 2013, and $272.4
million in the third quarter of 2012.  The company expects
mortgage insurance net claims paid of $1.5 billion for the full-
year 2013.

   -- $28.1 million of other operating expenses in the third
quarter represented long-term incentive compensation, compared to
$19.0 million in the second quarter of 2013.  The expense in both
periods was impacted by an increase in the fair value of cash-
settled awards, which was driven primarily by an increase in the
company's stock price.  The component of the fair value change
that resulted from the stock price increase was $16.8 million in
the third quarter of 2013, compared to $7.0 million in the second
quarter of 2013.

   -- Radian Asset Assurance Inc. serves as an important source of
capital support for Radian Guaranty and is expected to continue to
provide Radian Guaranty with dividends over time. -- As of
September 30, 2013, Radian Asset had approximately $1.2 billion in
statutory surplus with an additional $0.4 billion in claims-paying
resources.

   -- Since June 30, 2008, Radian Asset has successfully reduced
its total net par exposure by 77 percent to $26.2 billion as of
September 30, 2013, including large declines in the riskier
segments of the portfolio.

   -- In response to recent questions regarding Radian's exposure
to the Commonwealth of Puerto Rico, the company has posted an
overview of its Puerto Rico exposures, which totals $453.4 million
as of September 30, 2013, under Company Statements in the
Investors section of Radian's website:
http://www.radian.biz/page?name=CompanyStatements

                        About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


REAL ESTATE HOLDINGS: 6 Units at Airpark Partners Condo for Sale
----------------------------------------------------------------
Assets of Real Estate Holdings One LLC will be sold to the highest
bidder at an auction set for Dec. 18, 2013, at 11:00 a.m.  The
auction will be held at the law offices of Faith Ledyard & Nickel
PLC.  The firm's Paul J. Faith, Esq., serves as trustee for the
assets.

The assets consist of Units 101, 105, 110, 115, 120 and 125 at
Airpark Partners Condominium at 16035 North 80th Street, in
Scottsdale, Arizona.  The assets serve as collateral to the debt
in the amount of $1,470,000  owed to National Loan Accquisitions
Company of Wilsonvile, Oregon.

The trustee may be reached at:

      Paul J. Faith, Esq.
      FAITH LEDYARD AND NICKEL PLC
      919 N. Dysart Road, Suite F
      Avondale, AZ 85323
      E-mail: pfaith@faithlaw.com


RENAISSANCE ORANGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Renaissance Orange Grove, L.L.C.
        11333 Juban Parc
        Denham Springs, LA 70726

Case No.: 13-11544

Chapter 11 Petition Date: November 11, 2013

Court: United States Bankruptcy Court
       Middle District of Louisiana (Baton Rouge)

Judge: Hon. Douglas D. Dodd

Debtor's Counsel: William S. Robbins, Esq.
                  620 Florida Street, Suite 1
                  P.O. Box 2348
                  Baton Rouge, LA 70821-2348
                  Tel: 225-343-7288
                  Fax: 225-709-9467
                  Email: wrobbins@stewartrobbins.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul S. Gerwin, manager.

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


REVSTONE INDUSTRIES: Court Appoints Stuart Maue as Fee Examiner
---------------------------------------------------------------
Revstone Industries LLC sought and obtained interim approval from
the U.S. Bankruptcy Court to employ and compensate Stuart Maue as
fee examiner to act as special consultant to the court for
professional fee and expense analysis and review.  This order
applies to:

   a. all professionals in these cases employed or to be employed;

   b. all members of official committee of the Debtor; and

   c. any claims for reimbursement of professional fees and
      expenses.

The Court has determine that, in conjunction with the appointment
of a fee examiner, it is necessary to establish uniform procedures
for the review, allowance and payment of fees and expenses of
applicants to ensure compliance with section 330 of the bankruptcy
code and other applicable rules and regulations.

The Fee examiner shall be responsible for general familiarity with
the docket in these chapter 11 cases.  The Fee Examiner shall
review and analyze in detail the monthly, interim, quarterly, and
final fee applications submitted by each applicant.

The total fees paid to the Fee examiner's ordinary and customary
hourly rates for service of this nature.

              About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


RUBY TUESDAY: Moody's Lowers Rating on $250MM Notes to 'Caa1'
-------------------------------------------------------------
Moody's Investors Service downgraded Ruby Tuesday Inc.'s Corporate
Family Rating (CFR) to B3 from B2 and Probability of Default
Rating (PDR) to B3-PD from B2-PD. In addition, Moody's lowered the
rating on Ruby Tuesdays $250 million 7.625% senior unsecured notes
due 2020 to Caa1 (LGD4, 64%) from B3 (LGD5, 74%). Moody's also
lowered the Speculative Grade Liquidity Rating to SGL-3 from SGL-
2. The rating outlook was changed to negative from stable.

Ratings Rationale:

The downgrade is driven by operating performance that has been
substantially weaker than Moody's prior expectations and
deteriorating debt protection metrics. For the twelve month period
ending September 3, 2013, credit metrics were weak with debt to
EBITDA of about 5.5 times and EBITA to interest expense of under
1.0 time. Given the expectation for continued soft consumer
spending and high level of promotions and discounts by
competitors, Moody's believes that debt to EBITDA could weaken to
over 6.5 times over the next 12 to 18 months.

The B3 Corporate Family Rating also reflects Ruby Tuesdays' weak
same store sales performance over last few quarters and the
expectation that same store sales -- particularly traffic -- could
remain under pressure over the intermediate term. The ratings are
supported by the company's high level of brand awareness, material
scale, a more strategic focus on advertising, promotions and cost
saving initiatives.

It is Moody's understanding that Ruby Tuesday is in the process of
finalizing a new four-year $50 million secured revolving credit
facility (not rated) to replace its existing $200 million
facility, which if successfully completed as proposed will provide
additional cushion under covenants. The downgrade of the SGL
rating to SGL-3 reflects expectations for diminished cash flow
generation and the smaller proposed revolver.

The negative outlook reflects Moody's view that despite Ruby
Tuesday's more strategic focus on menu offerings, cost saving
initiatives, and advertising, its ability to stabilize weak
traffic trends and reverse the deteriorating trend in
profitability will be challenging given soft consumer spending and
competitive pressure throughout the industry. The ratings and
negative outlook also incorporate Moody's view that the company
will successfully execute its proposed $50 million secured
revolving credit facility with reset covenants in the very near
term.

Factors that could result in downgrade include an inability to
stabilize negative traffic trends, a sustained deterioration in
credit metrics or a decline in liquidity. An inability to
successfully refinance its revolving credit facility or amend
existing covenants on favorable terms in the very near term could
also result in a downgrade.

Given the expectation that weak traffic trends will continue, a
higher rating over the intermediate term is unlikely. However,
factors that could result in an upgrade include a sustained
improvement in earnings driven by positive operating trends,
particularly a stabilization of traffic, and lower costs.
Specifically, an upgrade would require EBITA coverage of interest
expense above 1.75 times and debt to EBITDA of under 5.5 times on
a sustained basis. A higher rating would also require good
liquidity.

Ruby Tuesday, Inc, owns, operates and franchises restaurants under
the brand names Ruby Tuesday and Lime Fresh Mexican Grill. Annual
revenues are about $1.2 billion.


S&P PHOENIX: Public Auction of Assets Set for Dec. 23
-----------------------------------------------------
A trustee's sale of the assets of S&P Phoenix LLC will be held
Dec. 23, 2013, at 11:00 a.m.  The assets will be sold to the
highest bidder at public auction at the main steps of the Superior
Court Building, 201 West Jefferson, in Phoenix, Arizona.

The assets include real and personal property located at 2945 N.
Black Canyon Hwy., 2924 N. 29th Avenue, 2420 W. Thomas Road,
Phoenix, Arizona, 85015.  The assets serve as collateral to the
debt in the amount of $3,900,000 owed to Western Alliance Bank, as
successor by merger to Centennial Bank.

The trustee requires bidders to submit a $10,000 deposit in the
form of a cashier's check.

The trustee may be reached at:

     Lawrence C. Petrowski
     STINSON MORRISON HECKER LLP
     1850 N. Central Avenue, Suite 2100
     Phoenix, AZ 85015


SEACOR HOLDINGS: S&P Rates $200MM Convertible Notes 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue rating
to Fort Lauderdale, Fla.-based SEACOR Holdings Inc.'s $200 million
convertible notes due 2028.  S&P has assigned a '3' recovery
rating to this debt, indicating its expectation of meaningful (50%
to 70%) recovery, in the event of a payment default.  S&P's 'BB-'
corporate credit rating and stable outlook on the company remains
unchanged.

SEACOR plans to use net proceeds for general corporate purposes,
which includes working capital requirements and future capital
spending initiatives.  Pro forma for the convertible debt
issuance, we estimate pro forma unrestricted cash on hand will be
in excess of $500 million, and funded debt outstanding will be in
excess of $900 million, excluding operating lease obligations.

The ratings on SEACOR reflect S&P's assessment of the company's
"fair" business risk profile and its "aggressive" financial risk
profile.  The ratings incorporate the company's aggressive
leverage measures, its exposure to the volatile marine services
business, and the risks related to its acquisition and divestiture
program.  Partially mitigating these weaknesses, SEACOR has a
diversified business profile including exposure to dry bulk inland
barges and shipping services; S&P also considers SEACOR's
liquidity to be strong.

RATINGS LIST

SEACOR Holdings Inc.
Corporate credit rating                       BB-/Stable/--

Ratings Assigned
SEACOR Holdings Inc.
  $200 million convertible notes due 2028      BB-
   Recovery rating                             3


SECUREALERT INC: Sapinda Asia Held 39.8% Stake at Sept. 30
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Sapinda Asia Limited and Lars Windhorst
disclosed that as of Sept. 30, 2013, they beneficially owned
3,905,917 shares of common stock of SecureAlert, Inc.,
representing 39.8 percent of the shares outstanding.  Sapinda Asia
previously reported beneficial ownership of 970,120,201 common
shares or 62.7 percent equity stake as of Dec. 3, 2012.  A copy of
the amended regulatory filing is available at http://is.gd/GLM7ZO

                         About SecureAlert

Sandy, Utah-based SecureAlert, Inc., markets and deploys offender
management programs, combining patented GPS tracking technologies,
fulltime 24/7/365 intervention-based monitoring capabilities and
case management services.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended Sept. 30, 2012, citing
losses, negative cash flows from operating activities, notes
payable in default and an accumulated deficit, which conditions
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at June 30, 2013, showed
$27.63 million in total assets, $9.73 million in total
liabilities, and $17.90 million in total equity.


SEVEN COUNTIES: Deming Malone to Prepare Report on Benefit Plans
----------------------------------------------------------------
Seven Counties Services Inc. sought and obtained permission from
the U.S. Bankruptcy Court for leave to withdraw its "Motion for
Nunc Pro Tunc Authority to Employ and Compensate Deming Malone
Livesay & Ostroff CPAs Pursuant to 11 U.S.C. Sec. 1108."

Deming Malone Livesay & Ostroff CPAs is an accounting firm
providing auditing services to Seven Counties. Seven Counties has
compensated DMLO approximately $17,000 since the filing of the
petition for relief, as detailed in the DMLO Section 1108 Motion.
The U.S. Trustee objected to the DMLO Section 1108 Motion, and the
Court conducted an initial hearing on October 15, 2013.

Since the October 15 hearing, upon further investigation, tehe
Debtor's counsel has learned that DMLO's services to Seven
Counties are not limited to auditing, as represented in the DMLO
Section 1108 Motion.  DMLO, in addition to performing audits,
prepares Seven Counties' Form 990 income tax return and Form 5500,
a report filed concerning Seven Counties' employee benefit plans.
Seven Counties therefore intends for DMLO to be employed to
perform these services not pursuant to Section 1108 but pursuant
to Section 327(a).

Seven Counties intends to file a separate application to employ
DMLO pursuant to Section 327(a) to prepare these returns, and
requests withdrew the DMLO Section 1108 Motion.

Counsel for the Debtor can be reached at:

         David M. Cantor, Esq.
         Neil C. Bordy, Esq.
         Charity B. Neukomm, Esq.
         Tyler R. Yeager, Esq.
         James E. Mcghee III, Esq.
         SEILLER WATERMAN LLC
         22nd Floor-Meidinger Tower
         462 S. Fourth Street
         Louisville, Kentucky 40202
         Tel: (502) 584-7400
         Fax: (502) 583-2100
         E-mail: cantor@derbycitylaw.com
                 bordy@derbycitylaw.com
                 neukomm@derbycitylaw.com
                 yeager@derbycitylaw.com
                 mcghee@derbycitylaw.com


SHELBOURNE NORTH WATER: Developer Agrees to Put Project to Ch. 11
-----------------------------------------------------------------
Patrick Fitzgerald, writing for DBR Small Cap, reported that
embattled Irish developer Garrett Kelleher has agreed to put the
long-stalled Chicago Spire condominium project, once slated to be
North America's tallest building, into Chapter 11 bankruptcy
protection.

Law360 also reported that the developer of the aborted Chicago
Spire condominium tower -- which was to be the tallest building in
the Western Hemisphere -- has reached a deal with disgruntled
creditors to enter bankruptcy in Illinois, according to court
documents filed Friday.

According to the Law360 report, last month, Shelbourne North Water
Street LP, the developer owned by Irish real estate magnate
Garrett Kelleher, was hit with an involuntary bankruptcy petition
in Delaware by creditors led by The Related Cos. LP, which
recently acquired the delinquent $69.5 million mortgage on the
property.

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.


SLC HOSPITALITY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: SLC Hospitality Services, Inc.
        4465 S. Century Drive
        Murray, UT 84123

Case No.: 13-32818

Chapter 11 Petition Date: November 11, 2013

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. William T. Thurman

Debtor's Counsel: Lee Rudd, Esq.
                  716 East 4500 South, Ste. N240
                  P.O. Box 57782
                  Salt Lake City, UT 84157
                  Tel: (801) 268-2808
                  Fax: (866)724-6381
                  Email: leerudd@ruddlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Rupinder Dhillon, president.

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


SOJOURNER INVESTMENT: Has Until Nov. 30 to File Schedules
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has extended
to Nov. 30, 2013, the deadline for Sojourner Investment Group,
LLC, to file schedules of assets and liabilities and statements of
financial affairs.  On behalf of the Debtor, Allan D. NewDelman,
Esq., at Allan D. NewDelman, P.C., filed on Oct. 16, 2013, a
motion asking the Court to extend the deadline.

An involuntary Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00867) was filed on Jan. 22, 2013, against Sojourner Investment
Group, LLC, based in Tempe, Arizona.  The petitioners were Don
Davis, allegedly owed $14,000; Shannah Guenthner, allegedly owed
$5,000; and Timthy Sierakowski, allegedly owed $2,000.  Sojourner
Investment Group filed a voluntary Chapter 11 petition on June 6,
2013.


SPECTRASCIENCE INC: Inks Subscription Agreements with 2 Investors
-----------------------------------------------------------------
In a regulatory Form 8-K filing Friday, SpectraScience, Inc.
reports that on Oct. 25, 2013, and Nov. 1, 2013, the Company
entered into subscription agreements with two accredited
investors, pursuant to which the Purchasers purchased an aggregate
principal amount of $500,000 of 5% original issue discount
unsecured convertible debentures, initially convertible by
Purchasers into shares of the Company's common stock at a
conversion price equal to $0.045, subject to adjustment, together
with five-year warrants to purchase such number of shares of the
Company's common stock equal to 50% of the number of shares of
common stock initially issuable upon conversion of the Debentures,
at an exercise price equal to $0.09 per share, subject to
adjustment.  The conversion price of the Debentures and the
exercise price of the Warrants are subject to customary adjustment
provisions for stock splits, stock dividends, recapitalizations
and the like.

The Subscription Agreements contain certain customary subscriber
and Company representations and warranties, and certain risk
factors related to the private placement and the Company.
Each Debenture provides that the Company will pay interest to the
holder at an interest rate of 10% per annum on principal being
converted on any voluntary conversion date (as to that principal
amount then being converted), and will pay interest to the holder
at the same rate on the maturity date of Oct. 25, 2014, and
Nov. 4, 2014, respectively.  The Company may pay interest due
either in cash or, at its option, in shares of its common stock.
Each Debenture also contains certain customary negative covenants
and events of default, including the Company's failure to pay
principal and interest, material defaults under the other
transaction documents, bankruptcy, and the Company's failure to
deliver common stock certificates after a conversion date.
Finally, each Debenture provides that, to be effective, any action
taken pursuant to the Debentures, including but not limited to
amendments, waivers or declaration of defaults (which shall
accelerate payment of principal, interest, and all other amounts
owing on each Debenture), requires the affirmative consent of
holders of 25% in outstanding aggregate principal amount of
Debentures.

The Warrants are exercisable at an exercise price equal to $0.09
per share until the Warrant termination date of Oct. 25, 2018, and
Nov. 4, 2018, respectively.  The Warrants contain a cashless
exercise provision.  In the event the Purchaser exercises the
Warrants on a cashless basis, the Company will not receive any
proceeds.

A copy of the Form 8-K is available at http://is.gd/d5laoK

                       About SpectraScience

SpectraScience, Inc. (OTC QB: SCIE) is a San Diego based medical
device company that designs, develops, manufactures and markets
spectrophotometry systems capable of determining whether tissue is
normal, pre-cancerous or cancerous without physically removing
tissue from the body.  The WavSTAT(TM) Optical Biopsy System uses
light to optically scan tissue and provide the physician with an
immediate analysis.

                           *     *     *

As reported in the TCR on April 25, 2013, McGladrey LLP, in Des
Moines, Iowa, in its report on the Company's financial statements
for the year ended Dec. 31, 2012, said that the Company has
suffered recurring losses from operations and its ability to
continue as a going concern is dependent on the Company's ability
to attract investors and generate cash through issuance of equity
instruments and convertible debt.  "This raises substantial doubt
about the Company's ability to continue as a going concern."


STELLAR BIOTECHNOLOGIES: Grants 495,000 Stock Options to D&Os
-------------------------------------------------------------
Stellar Biotechnologies, Inc., announced the grant of incentive
stock options to directors, officers, and a consultant to purchase
an aggregate of 495,000 common shares in the capital of the
Company, exercisable at a price of US$1.83 per share for a period
of seven years.  The options are granted in accordance with the
Company's Share Option Plan and will vest in stages over a period
of 18 months, with one-third vesting immediately and one-third
vesting each 12 and 18 months following the date of grant.  This
will bring the total number of options outstanding to 6,463,868
with 1,366,133 remaining available for grant under the Plan.

The grant of stock options is subject to approval by the TSX
Venture Exchange.

                            About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at May 31, 2013, showed $2.23 million
in total assets, $5.35 million in total liabilities and a $3.11
million total shareholders' deficiency.

"Without raising additional financial resources or achieving
profitable operations, there is substantial doubt about the
ability of the Company to continue as a going concern," the
Company said in its quarterly report for the period ended May 31,
2013.


STEREOTAXIS INC: Ex-Rights Date for Rights Offering on Nov. 4
-------------------------------------------------------------
Pursuant to its previously-announced rights offering, all
stockholders and certain warrant holders of Stereotaxis, Inc.,
received subscription rights to purchase one share of common stock
at a price of $3.00 per share for every three shares of stock that
they held as of the record date of Oct. 31, 2013, at 5:00 pm New
York City time.  Stereotaxis announced that the NASDAQ Capital
Market has established Monday, Nov. 4, 2013, as the "ex-rights"
date for the rights offering.  The ex-rights date is the date on
which Stereotaxis's common stock began to trade without the rights
and the rights began to trade separately from the common stock.
Between the record date and the ex-rights date, the rights traded
together with the shares of common stock.  The rights are listed
on the NASDAQ Capital Market under the symbol "STXSR," and will
continue to be so listed until the expiration of the rights
offering.

The subscription rights will be exercisable until 5:00 p.m. New
York City time, on Nov. 21, 2013.  Stereotaxis may, subject to
certain limitations, extend the rights offering, but does not
currently intend to do so.

                          About Stereotaxis

Based in St. Louis, Missouri, Stereotaxis, Inc., is a manufacturer
and developer of a suite of navigation systems in interventional
surgical procedures.  The Company's Epoch Solution is used in the
treatment of arrhythmias and coronary artery disease.

As of June 30, 2013, the Company had $23.99 million in total
assets, $49.63 million in total liabilities and a $25.63 million
total stockholders' deficit.


SUNTECH POWER: Gives Update Regarding Restructuring Process
-----------------------------------------------------------
Suntech Power Holdings Co., Ltd., disclosed it has filed an
application for a provisional liquidation with the Grand Court of
the Cayman Islands, the jurisdiction of its incorporation.

In the event the Grand Court grants the Company's application,
restructuring professionals selected by the Company would be
appointed to work with the Company's Board of Directors to
continue progressing a restructuring of the Company.  By
commencing such proceeding in the Cayman Islands, the Company will
have the benefit of protection and additional time to complete
negotiations and conclude the restructuring in the best interests
of all stakeholders.  The Company will consider pursuing a Chapter
15 filing in the United States following the grant of the
application in the Cayman Islands to obtain similar protections in
the United States.

As previously announced on Aug. 30, 2013, the Company has reached
an understanding with its Creditor Working Group led by Clearwater
Capital Partners and Spinnaker Capital Limited which includes
implementing a recapitalization plan that contemplates a scheme of
arrangement.  The principal components of the restructuring scheme
would include, among other things, the exchange of outstanding
debt into the Company's equity and the introduction of a new
strategic investor that will provide necessary funding to complete
the restructuring process.

The Company will continue to work to progress the restructuring
efforts in conjunction with the interests of all stakeholders and
in cooperation with all parties.

                            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.


TGGT HOLDINGS: S&P Raises Issue-Level Rating to 'B+'
----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue-
level rating on Texas-based midstream energy company TGGT Holdings
LLC's senior secured credit facilities to 'B+' from 'B'.  S&P also
revised the recovery rating on the debt to '2' from '3'.  S&P's
'B' corporate credit rating on TGGT is unaffected.

The actions follow a change in the maturity and amortization of
the term loan.  The '2' recovery rating indicates S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default.  The higher recovery rating
reflects lower priority claims as well as less senior debt
outstanding at the time of default.

The rating outlook remains stable, reflecting S&P's view that the
company will continue to have adequate liquidity to execute on its
expansion strategy in the Haynesville/Bossier shale region, and
that the company will maintain its total debt to EBITDA at less
than 4x (including any non-common equity interests).

RATINGS LIST

TGGT Holdings LLC
Corp. credit rating         B/Stable/--
                            To      From
Rating Raised; Recovery Rating Revised
Senior secured              B+      B
Recovery Rating             2       3


THERAPEUTICSMD INC: Incurs $7.7-Mil. Net Loss in Third Quarter
--------------------------------------------------------------
TherapeuticsMD, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $7.67 million on $2.29 million of net revenues for the three
months ended Sept. 30, 2013, as compared witha net loss of $4.25
million on $1.03 million of net revenues for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $20.04 million on $5.91 million of net revenues as
compared with a net loss of $29.39 million on $2.57 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $68.47
million in total assets, $6.39 million in total liabilities and
$62.08 million in total stockholders' equity.

Robert G. Finizio, co-founder and chief executive officer, stated,
"We are pleased with the progress of our clinical initiatives for
our three hormone-candidate products and look forward to making
continued headway to support our goal of bringing innovative
women's healthcare products to market.  The recognition that we
received by NAMS for our innovative poster, underscoring the
potential benefits of our combination product, the significant
hire of Dr. Sebastian Mirkin and a solid balance sheet creates
strong, positive momentum for TXMD."

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

                        http://is.gd/cgNsZL

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

                        http://is.gd/aA8WKp

                        About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.


TMT GROUP: Bankruptcy Judge Orders Mediation
--------------------------------------------
Stephanie Gleason, writing for DBR Small Cap, reported that a
bankruptcy-court judge ordered the parties in TMT Group's Chapter
11 case into mediation to get the case back on track.

Law360 also reported that a Texas bankruptcy judge ordered TMT
Group into mediation with its secured lenders in order to avoid
extensive and costly litigation and come up with a consensual plan
that will guide the shipping company out of Chapter 11.

According to the Law360 report, U.S. Bankruptcy Judge Marvin Isgur
told the secured lenders to select three candidates to mediate by
Nov. 15 and TMT and its official committee of unsecured creditors
to select one of the three candidates by Nov. 22.

                           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.


TRAINOR GLASS: Wants Cash Collateral End Date Extended to Jan. 15
-----------------------------------------------------------------
Trainor Glass Company asks the U.S. Bankruptcy Court for the
Northern District of Illinois to further extend the termination
date of the Court's April 10, 2012 Final Cash Collateral/DIP
Financing Order authorizing Debtor to: (A) use cash collateral;
(B) incur postpetion debt; and (c) grant adequate protection and
provide security and other relief to First Midwest Bank.

The postpetition lender and the Debtor have agreed that the
definition of Termination Date should be amended to read:

   "At the Postpetition Lender's election, the earlier to occur
    of: (a) the date on which Postpetition Lender provides, via
    facsimile or overnight mail, written notice to counsel for the
    Debtor and counsel for the Committee of the occurrence and
    continuance of an Event of Default; and (b) Jan. 15, 2014,
    unless the Postpetition Lender shall have agreed in writing to
    a Budget providing for the use of Cash Collateral beyond
    Jan. 15, 2014."

The Official Committee of Unsecured Creditors supports the motion.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  George P.
Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David
A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick,
Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel.

Thomas, Feldman & Wilshusen LLC serves as the Debtor's local Texas
counsel.  The Police Law Group serves as local Michigan counsel.
Arnold & Arnold, LLP, serves as local Colorado counsel.  Thompson
Hine LLP serves as local Maryland counsel.  Kasimer & Annino,
P.C., serves as local Virginia counsel.

High Ridge Partners, Inc., serves as the Debtor's financial
consultant.  The Debtor has tapped Cole, Martin & Co., Ltd., to
render certain auditing services related to the Debtor's 401(k)
and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: Chapter 11 Plan Defective, Says WARN Class Claimant
------------------------------------------------------------------
Katherine McNeel, as the Court appointed representative claimant
of the class of 281 former employees of Trainor Glass Company, so
certified by the U.S. Bankruptcy Court for the Northern District
of Illinois on Feb. 28, 2013, objects to the adequacy and approval
of the Disclosure Statement dated Sept. 9, 2013, with respect to
the Joint Plan of Liquidation filed by Trainor and the Official
Committee of Unsecured Creditors.

McNeel says that Trainor's Disclosure Statement is inadequate
because, among other things, the Plan Proponents propose a plan
(i) that is defective on its face in that it fails to afford the
WARN Act claims their due priority status; (ii) misleadingly
ignores the priority status of the WARN Act claims; (iii) fails to
accurately describe the WARN class; (iv) misleadingly describes
the treatment of class 2 claims; and (v) fails to provide an
adequate liquidation analysis to allow parties in interest to
determine why the case should not be converted to a Chapter 7
case.

McNeel relates that on Feb. 21, 2012, the Debtor ceased all
operations and terminated all employees.  "In particular, Debtor
closed each of the Facilities, which resulted in the termination
without cause of more than 200 of Debtor's employees who worked at
or reported to the Facilities.  Contrary to its express
obligations under the Worker Adjustment and Retraining
Notification Act, 29 U.S.C. Sections 2101, et seq., Debtor failed
to provide any those terminated employees advance written notice
of the order to close the Facilities."

On March 21, 2012, McNeel filed an adversary proceeding against
Trainor asserting claims under the WARN Act.  According to the
Representative Claimant of the Warn Class of Trainor, determining
that such claims were procedurally to be addressed through the
claims administration process, the Court dismissed the adversary
proceeding with leave to file a proof of claims.  As contemplated
by the Court's dismissal order, on July 26, 2012, McNeel filed a
class proof of claim for the recovery of sixty days' wages and
benefits for each similarly situated employee who was terminated
on or about Feb. 21, 2012, from their employment at the Facilities
as part of, or as the reasonably expected consequence of, the
"plant closings" of the Facilities and who did not receive sixty
days' advance written notice of the order to close the Facilities
as required by the WARN Act.

                       The Chapter 11 Plan

As reported in the TCR on Sept. 13, 2013, the Debtor and the
Official Committee of Unsecured Creditors submitted to Bankruptcy
Court a Disclosure Statement explaining the Plan Proponents' Joint
Plan of Liquidation for the Debtor dated Sept. 9, 2013.  According
to the Disclosure Statement, the key aspects of the Joint Plan
include the Debtor's liquidation and wind-down and the formation
and operation of a Trainor Liquidating Trust that will be charged
with: (i) liquidating the Debtor's remaining assets; (ii) pursuing
claims and Causes of Action on behalf of the Debtor's Creditors;
(iii) analyzing and reconciling Claims that have been filed
against the Debtor's Estate; and (iv) making distributions on
account of Allowed Claims in accordance with the Joint Plan and
the Liquidating Trust Agreement executed pursuant to the Joint
Plan.

The Debtor's existing equity interests will be canceled under the
Joint Plan, and the Debtor's Equity Security Holders will receive
no distributions on account of their existing Interests in the
Debtor.

The cost of distributing the Joint Plan and Disclosure Statement
well as the costs, if any, of soliciting acceptances, will be paid
from property of the estate.  The professional fees of the
Debtor's counsel and the Committee's counsel are not contingent
upon the acceptance of the Joint Plan, and are payable as a
cost of administration, upon Bankruptcy Court approval.

A copy of the Disclosure Statement is available for free at:

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

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  George P.
Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David
A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick,
Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel.

Thomas, Feldman & Wilshusen LLC serves as the Debtor's local Texas
counsel.  The Police Law Group serves as local Michigan counsel.
Arnold & Arnold, LLP, serves as local Colorado counsel.  Thompson
Hine LLP serves as local Maryland counsel.  Kasimer & Annino,
P.C., serves as local Virginia counsel.

High Ridge Partners, Inc., serves as the Debtor's financial
consultant.  The Debtor has tapped Cole, Martin & Co., Ltd., to
render certain auditing services related to the Debtor's 401(k)
and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: Bond Safeguard Balks at Plan's Improper Releases
---------------------------------------------------------------
Bond Safeguard Insurance Co. and Lexon Insurance Co. object to the
Disclosure Statement for the Joint Plan of Liquidation of Trainor
Glass Company on the basis that the Disclosure Statement fails to
comply with 11 U.S.C. Section 1125, and the corresponding Debtor's
and Official Committee of Unsecured Creditors' Joint Plan of
Liquidation that it purports to describe cannot be confirmed so
the Disclosure Statement must be rejected.

As of the Petition Date, the Debtor was a party to a number of
ongoing construction contracts.  Many of the Contracts required
the Debtor to provide a payment bond and a performance bond in
connection with the Contracts as security for the Debtor's
performance and payment of the laborers and materialmen providing
labor and materials under the Contracts. B ond Safeguard is the
surety on a variety of payment, performance and similar bonds
issued on behalf of the Debtor.

According to Bond Safeguard, the Disclosure Statement cannot be
approved in its current form as it does not contain sufficient
information upon which a creditor can make an informed decision,
contains improper releases, and does not contain financial
projections to support the contention that Chapter 7 liquidation
is not more advantageous.

A copy of the objection is available at:

        http://bankrupt.com/misc/trainor.doc1520.pdf

                       The Chapter 11 Plan

As reported in the TCR on Sept. 13, 2013, the Debtor and the
Official Committee of Unsecured Creditors submitted to Bankruptcy
Court a Disclosure Statement explaining the Plan Proponents' Joint
Plan of Liquidation for the Debtor dated Sept. 9, 2013.  According
to the Disclosure Statement, the key aspects of the Joint Plan
include the Debtor's liquidation and wind-down and the formation
and operation of a Trainor Liquidating Trust that will be charged
with: (i) liquidating the Debtor's remaining assets; (ii) pursuing
claims and Causes of Action on behalf of the Debtor's Creditors;
(iii) analyzing and reconciling Claims that have been filed
against the Debtor's Estate; and (iv) making distributions on
account of Allowed Claims in accordance with the Joint Plan and
the Liquidating Trust Agreement executed pursuant to the Joint
Plan.

The Debtor's existing equity interests will be canceled under the
Joint Plan, and the Debtor's Equity Security Holders will receive
no distributions on account of their existing Interests in the
Debtor.

The cost of distributing the Joint Plan and Disclosure Statement
well as the costs, if any, of soliciting acceptances, will be paid
from property of the estate.  The professional fees of the
Debtor's counsel and the Committee's counsel are not contingent
upon the acceptance of the Joint Plan, and are payable as a
cost of administration, upon Bankruptcy Court approval.

A copy of the Disclosure Statement is available for free at:

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

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  George P.
Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David
A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick,
Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel.

Thomas, Feldman & Wilshusen LLC serves as the Debtor's local Texas
counsel.  The Police Law Group serves as local Michigan counsel.
Arnold & Arnold, LLP, serves as local Colorado counsel.  Thompson
Hine LLP serves as local Maryland counsel.  Kasimer & Annino,
P.C., serves as local Virginia counsel.

High Ridge Partners, Inc., serves as the Debtor's financial
consultant.  The Debtor has tapped Cole, Martin & Co., Ltd., to
render certain auditing services related to the Debtor's 401(k)
and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


U.S. CONCRETE: Moody's Assigns B3 CFR & Rates $200MM Notes Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating, a
B3-PD probability of default rating, and an SGL-2 speculative
grade liquidity rating to U.S. Concrete, Inc. and a Caa1 rating to
the company's proposed $200 million senior secured notes due 2020.
The rating outlook is stable. This is the first time Moody's has
assigned ratings to this issuer since the ratings were withdrawn
in 2010.

The following rating actions were taken:

Corporate family rating, assigned B3;

Probability of default rating, assigned B3-PD;

$200 million senior secured notes due 2020, assigned Caa1, LGD4-
60%;

Speculative grade liquidity rating, assigned SGL-2;

The rating outlook is stable.

The proposed $200 million senior secured notes due 2020 will be
used to repay borrowings outstanding under the company's $102.5
million ABL revolving credit facility, outstanding 9.5% senior
secured notes due 2015, as well for general corporate purposes,
including acquisitions. Concurrently, the company is amending its
ABL revolving credit facility to increase total borrowing capacity
to $125 million from $102.5 million and to extend its maturity to
2018 from 2015. While the transaction results in higher closing
adjusted debt-to-EBITDA of 6.6x compared to 4.5x at June 30, 2013,
the company's liquidity is enhanced with extended debt maturities,
increased revolver capacity and higher cash balances.

Ratings Rationale:

The B3 corporate family rating reflects the company's high
financial leverage and historically low operating margins. The
company currently demonstrates very low operating margins as the
industry continues to struggle with prolonged weakness in its
various end markets. The rating also reflects its limited product
diversity as it focuses entirely on ready-mixed concrete.
Additionally, the rating reflects the competitive nature of the
building materials industry, including weak pricing power of
ready-mixed concrete products, exposure to input cost inflation,
regional concentration and high fragmentation of the industry, and
current end market demand challenges in the public construction
segment.

The rating is supported by U.S. Concrete's position as one of the
largest national ready-mixed concrete producers, its market
position within the regions it serves, long standing customer
relationships, and current improving fundamentals in the private
non-residential commercial and industrial market segments, which
represent about half of the company's total revenue, as well as
private residential market segment, which represents about 20% of
revenue.

The SGL-2 speculative grade liquidity rating indicates the
company's good liquidity position. U.S. Concrete's liquidity is
supported by the pro forma $125 million cash balance, pro forma
availability of about $90 million under recently amended and
upsized $125 million ABL revolving credit facility due 2018, and
Moody's expectation that the company will generate modest free
cash flow over the next 12 to 18 months. The revolver availability
may be reduced should the company utilize borrowings for seasonal
working capital needs or to pursue acquisitions. U.S. Concrete has
a springing fixed charge coverage ratio covenant of 1.0x, which
applies only if the availability under the ABL revolving credit
facility declines below either 12.5% of the lesser of the
borrowing base and the total commitment or $10 million. In Moody's
view, the company should not have a problem maintaining covenant
compliance. The liquidity is constrained by the lack of alternate
liquidity sources.

The stable outlook presumes that the company will demonstrate at
least modest improvement in its performance and credit metrics.

The upward rating pressure may occur if the company's end markets
demonstrate solid growth, leading to an improvement in operating
margins above 5.0% and EBIT interest coverage above 1.5x, if the
company reduces its adjusted debt-to-EBITDA below 5.0x, and
maintains sufficient liquidity.

The ratings may come under pressure should the company's adjusted
debt-to-EBITDA leverage remain above 6.0x for an extended period
of time whether due to weak operating performance or aggressive
acquisition activity and a need for additional financing.
Additionally, should the company experience a decline in
profitability to below 2.5% operating margins or a weakening in
liquidity, a negative rating pressure may occur.

U.S. Concrete, Inc., headquartered in Euless, Texas, is one of the
nation's largest ready-mixed concrete producers with presence in
north and west Texas, northern California, New Jersey, New York,
Washington D.C. and Oklahoma. In 2012, the company produced 4.8
cubic yards of ready-mixed concrete and 3.3 million tons of
aggregates, and as of December 31, 2012, operated 101 fixed and 14
portable ready-mixed concrete plants and seven aggregates
facilities. In the LTM period ending September 30, 2013, U.S.
Concrete generated approximately $600 million in revenue.


U.S. CONCRETE: S&P Assigns 'B' CCR & Rates $200MM Notes 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Euless, Texas-based U.S. Concrete Inc.  The
outlook is stable.

At the same time, S&P assigned its 'B' issue-level rating (the
same as the corporate credit rating) to the company's proposed
$200 million senior secured notes due 2020.  The recovery rating
is '4', indicating S&P's expectation of average (30% to 50%)
recovery for bondholders in the event of a payment default.  The
notes are being sold pursuant to Rule 144a with registration
rights.

"The ratings for U.S. Concrete incorporate the company's limited
free operating cash flow, adequate liquidity, and high level of
competition and cyclicality we see in the fragmented and regional
ready-mixed concrete industry," said Standard & Poor's credit
analyst Chiza Vitta.  In our assessment, U.S. Concrete's financial
risk profile is "aggressive" and its business risk profile is
"vulnerable".

Although S&P expects $125 million in incremental debt as a result
of the contemplated transaction, it notes that EBITDA has climbed
about 75% for the year through the third quarter of 2013.  Under
S&P's base-case scenario, it anticipates that year-end leverage
will be about 5.0x and will likely improve in 2014 while
construction markets continue to recover and any acquisitions are
funded from post-transaction balance sheet cash.  Excluding any
acquisitions for next year, S&P is estimating 2014 top-line growth
approaching double digits, which it anticipates will lead to
modest improvements in margins.  S&P will continue to monitor free
operating cash flow which it expects will remain marginal in 2014,
and particularly sensitive to fluctuations in capital spending and
acquisition activity.  S&P's assessment of an aggressive financial
risk profile is based upon leverage falling below 5x and interest
coverage remaining above 1.5x in 2014.

S&P's assessment of a vulnerable business risk profile is driven
by the company's participation in the extremely competitive,
relatively low-margin ready-mixed concrete industry.  In addition,
S&P considers U.S. Concrete's size and scope of operations as
limited compared with larger, better-capitalized building products
peers.  S&P's business risk assessment also incorporates the
execution risk associated with the acquisition component of the
company's growth strategy.  While U.S. Concrete's focus on
commercial projects represents higher margin opportunities, these
projects are also subject to competitive bidding processes.  In
certain cases U.S. Concrete's emphasis on ready-mixed concrete may
be an advantage, but in others, vertically integrated competitors
may have the flexibility to offer lower pricing.  S&P also
considered broader uncertainties that could affect demand
including shifts in interest rates and public infrastructure
spending.

U.S. Concrete produces and sells ready-mixed concrete and related
building materials for use in commercial, residential, and public
works construction projects in the U.S.  The company operates
principally in Texas, California, and the New Jersey/New York
area.

The stable rating outlook reflects S&P's view that commercial
construction and public infrastructure spending will continue to
recover, supporting EBITDA growth and 2014 leverage between 4x and
5x.  In addition, S&P expects the company will fund potential
acquisitions in a manner that maintains its adequate liquidity
position.

S&P could consider an upgrade if the company successfully executes
its acquisition-driven growth strategy resulting in a larger
EBITDA base and a reassessment of its business risk as "weak,"
while sustaining adequate liquidity and leverage below 5x.

S&P could lower the rating if leverage is sustained above 5x, or
if the company is unable to improve its cash flow metrics.  This
could happen if public spending projects fall short of forecasts,
or if integration and capital spending exceed cash flow from
operations.


UNIFIED 2020: Amends Plan; Has $23.5MM Stalking Horse Offer
-----------------------------------------------------------
Unified 2020 Realty Partners, LP, filed a First Amended Chapter 11
Plan and Disclosure Statement dated Nov. 4, 2013.

The First Amended Disclosure Statement disclosed that the purchase
price pitched by stalking horse buyer Moms Against Hunger
assignee, AGT Global Holding LLC, for the Debtor's asset is
amended to $23,546,591, from $30,127,282.

The Debtor, as noted in the original plan version, decided to sell
its property under the Plan as its actual business operations are
not adequate to service its debt.  The breakup fee remains at
$903,818 or not more than 3% of the total sales proceeds, if a
qualified bidder outbids Moms Against Hunger's offer at the
auction.

Under the Amended Plan, a subclass of claims has been added --
Class 8a Allowed General Unsecured Claims of Insiders.  This set
of claims will be paid, once allowed, pro rata out of the sales
proceeds.  The estimated amount of these claims is $992,993, all
of which are disputed.

The First Amended Disclosure Statement also reveals that the
estimated Class 8 Allowed General Unsecured Claims is $15,719,149
as of Sept. 4, 2013, all of which are disputed.  Treatment for
these claims remain unchanged -- they will also be paid, once
allowed, pro rata out of the sales proceeds.

Class 5 Allowed Secured Claim of United Central Bank remains to be
allowed for $12,614,018.20 or such amount as agreed to by UCB and
the Debtor or if not agreed, then as determined by the Court.

All Class 9 equity interests in the Debtor will be cancelled under
the Amended Plan.

A full-text copy of the First Amended Disclosure Statement dated
Nov. 4, 2013, is available at:

         http://bankrupt.com/misc/UNIFIED2020_DSNov4.pdf

                    About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

On Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the Trustee.


UNIFIED 2020: Gets Sixth Interim Order to Use Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, in
an agreed sixth interim order, authorized Daniel J. Sherman,
Chapter 11 trustee for Unified 2020 Realty Partners, LP, to use
cash collateral.

The agreement was entered between the Debtor and United Central
Bank to resolve the objection filed by the Bank.  The Bank has
requested that the Court prohibit use of cash collateral.  The
Bank alleges that Debtor's assets are subject to the prepetition
liens of the Bank including liens on real estate, equipment,
furniture, and accounts receivables.

The trustee is authorized to collect and receive all accounts
receivable and enter into all agreements necessary to allow the
trustee to use cash collateral.  The trustee would use the funds
to continue the Debtor's ongoing operations, which involves the
ownership and leasing of infrastructure critical to
telecommunications companies and data center facilities.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the Bank a replacement
lien in, all prepetition and postpetition property.

As additional interim adequate protection, the Bank will be
afforded an administrative priority under Section 507(b) and
Section 503 (b) of the Bankruptcy Code.

The Court also ordered that no payments will be made to Edward W.
Roush, Jr., or any of his affiliates during the term of the
interim cash collateral order.

In a separate order, the Court authorized the trustee to use
$12,000 of additional cash collateral.

As reported in the Troubled Company Reporter on Oct. 15, 2013, the
trustee asked the Court for additional authority to use cash
collateral in the amount of at least $12,000 for the purpose of
cleaning and power washing the cooling tower at the Debtor's real
property located at 2020 Live Oak Street, Dallas County, Texas.

The additional use of cash collateral would be subject to the same
protections granted to United Central Bank as described in the
agreed fifth interim cash collateral order dated Sept. 9, 2013.
The trustee explained that at the time of the previous agreed
fifth interim order, neither the malfunctioning cooling tower nor
the expense to repair was anticipated or known.

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

On Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the Trustee.



UNIFIED 2020: Nov. 14 Initial Hearing on Bank's Stay Relief Bid
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing on Nov. 14, 2013, at 1:30 p.m., to consider
creditor United Central Bank's motion for relief from the
automatic stay in the Chapter 11 case of Unified 2020 Realty
Partners, LP.

On Oct. 18, Peter C. Lewis, Esq., at Scheef & Stone, LLP, on
behalf of United Central Bank, asked that the Court terminate
automatic stay as to the Debtor's property.  Mr. Lewis asserted
that prior to the bankruptcy filing date, the Debtor defaulted on
its payment obligations under one, some or all the loan documents
by, inter alia, failing to make the deferred interest payment due
on Dec. 10, 2011.

Mr. Lewis also noted that the Plan is not feasible, much less
confirmable within a reasonable period of time because, among
other things: (a) the Plan does not pay the "Allowed Claims" of
creditors in full as required by its express terms; (b) the Plan
does not propose to pay, much less satisfy, UCB's secured claim in
full and therefore fails to satisfy Section 1129(b)(2)(A); and (c)
MAH lacks the cash, assets or resources to pay or finance the
"cash down payment, seller financing or deferred consideration to
fund the Plan.

On Sept. 3, 2013, UCB filed its secured proof of claim of no less
than $14,899,523 plus such other amounts, including, but not
limited to late fees, penalties, attorneys fees, costs and
interest as are due under the loan documents.

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

On Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the Trustee.


UNIVERSAL HEALTH: Settlement Agreement With BankUnited Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved the global settlement entered among Soneet R. Kapila, as
Chapter 11 trustee for Universal Health Care Group, Inc., debtor
American Managed Care, LLC, BankUnited, N.A. BankUnited, N.A., as
issuing lender and as administrative agent on behalf of a bank
group consisting of Capital Bank Financial Corp., Mercantil
Commercebank, N.A., Banco De Credito E Inversiones Miami Branch
and Israel Discount Bank.

BankUnited filed a motion asking the Court to lift the automatic
stay to exercise its security interest against the $5.8 million
tax refund; and objections were filed by the chapter 11 trustee
and the Florida Department of Financial Services as the receiver
for Universal Health Care, Inc. and Universal Health Insurance
Company, Inc.

The terms of the agreement, includes, among other things:

   1. the Bank Group will be deemed to have allowed and valid
liens against the prepetition assets of Universal Group and AMC,
as described in the Credit Agreement, the Security Agreement, the
Pledge Agreement and the UCC-1 Financing Statements, subject to
the allowed carve-outs set forth in the Settlement Agreement.

   2. Universal Group Carve-outs.  The trustee, on behalf of the
estate of Universal Group, will receive these carve-outs from the
liens of the Bank Group:

     a. absent a separate court-approved settlement agreement with
the Florida Receiver to the contrary, the trustee will receive 30%
or an amount not to exceed $750,000 from amounts determined due to
BankUnited or the trustee from the $5.8 million Tax Refund.

     b. absent a separate court-approved settlement agreement with
the Florida Receiver to the contrary, the trustee will receive 30%
of amounts recovered from the Florida Receiver, with a cap of
$3 million on the amounts recoverable from the $11 million Tax
Refund by BankUnited or the trustee.

     c. the trustee will receive 15% of any surplus attributable
to Universal Group's ownership of each of the Regulated Entities.

     d. the trustee will receive 5% of any deposit recoveries from
Carepoint/Citrus and will share equally with BankUnited on any net
recoveries obtained as a result of any consequential damages
recovered.

   3. BankUnited and the Bank Group will waive liens, if any
against any debtor in possession account maintained by the Trustee
for Universal Group and for AMC.

   4. BankUnited will be entitled to stay relief to exercise set
off rights against accounts maintained in the name of Universal
Group, and frozen during the Chapter 11 case, except that
BankUnited will deliver to the trustee $35,000 from those accounts
pursuant to the Bank Group's prior consent to allow the Trustee to
use cash collateral.

A copy of the terms of the settlement is available for free at
http://bankrupt.com/misc/UniversalHealth_Settlement.pdf

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  Dennis S. Jennis, Esq., and Jennis & Bowen, P.L.,
serves as special conflicts counsel and E-Hounds, Inc. serves as a
forensic imaging consultant.


USEC INC: Incurs $44.3 Million Net Loss in Third Quarter
--------------------------------------------------------
USEC Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing 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 during the
prior year.

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 a year ago.

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.

                        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 September 30, 2013, we had $530 million of convertible notes
outstanding.  Under the terms of our convertible notes, a
"fundamental change" is triggered if our shares of common stock
are not listed for trading on any of the NYSE, the American Stock
Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ
Global Select Market, and the holders of the notes can require
USEC to repurchase the notes at par for cash.  We have no
assurance that we would be eligible for listing on an alternate
exchange in light of our market capitalization, stockholders'
deficit and net losses.  Our receipt of a NYSE continued listing
standards notification described above did not trigger a
fundamental change.  In the event a fundamental change under the
convertible notes is triggered, we do not have adequate cash to
repurchase the notes.  A failure by us to offer to repurchase the
notes or to repurchase the notes after the occurrence of a
fundamental change is an event of default under the indenture
governing the notes.  Accordingly, the exercise of remedies by
holders of our convertible notes or the trustee of the notes 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," the Company said in the Report.

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

                         http://is.gd/RElsuX

                           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.

                           *     *     *

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.


VALENCE TECHNOLOGY: VP Sales R. Adleman Resigns Effective Nov. 30
-----------------------------------------------------------------
In a regulatory, Valence Technology, Inc., reports that on
Oct. 31, 2013, Randall J. Adleman, the vice president of Sales and
Marketing, resigned his employment effective Nov. 30.

                    About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4 percent of the shares.  ClearBridge Advisors LLC owns 5.5
percent.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Sabrina L. Streusand at Streusand, Landon &
Ozburn, LLP with respect to bankruptcy matters.  The petition was
signed by Robert Kanode, CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.

As reported in the TCR on Nov. 1, 2013, most of the Texas battery
maker's creditors have voted to accept the bankruptcy repayment
plan that would give real-estate mogul Carl Berg full ownership of
the Company.


WESTERN FUNDING: Judge to Hold Hearing on Case Dismissal Nov. 13
----------------------------------------------------------------
Judge Laurel Davis of the U.S. Bankruptcy Court for the District
of Nevada is set to hold a hearing on Nov. 13 to consider the
proposed dismissal of Western Funding Inc.'s bankruptcy case.

As reported on Sept. 23 by TCR, Class B members of Harbor
Structured Finance LLC, the sole shareholder of WFI sought to
dismiss the case, arguing that the filing of the case is invalid
since it is not authorized by a valid corporate resolution.

The group said Fredrick Cooper and Katherine Cooper are not "all
of the members of the Board of Directors" as they represented
under penalty of perjury when they signed the petition.

The group also questioned the timing of the filing of the
bankruptcy case, saying it was filed not to administer WFI's
assets but to avoid the Coopers' surrender of WFI to a receiver.

WFI sought bankruptcy protection almost immediately after the
Clark County District Court entered an order appointing a
receiver.  BMO Harris Bank N.A. sought appointment of a receiver
in state court for WFI's Eastern Funding Inc.

Meanwhile, Mark Finston and James Hadden, who are represented by
Nevada-based law firm Cotton Driggs Walch Holley Woloson &
Thompson, filed court papers supporting the proposed dismissal of
the case.

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc., whose customers
usually have less-than-perfect credit, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.


WOOTON GROUP: Simon Replies to Opposition to Hayes Motion
---------------------------------------------------------
M. Jonathan Hayes and Simon Resnik Hayes, counsel of record for
Wooton Group, LLC, submitted a reply to the Debtor's opposition to
the Hayes Motion to Withdraw as counsel.

The Debtor opposed Hayes' Motion to Withdraw on the basis that
Hayes is familiar with the Debtor's case and that the Debtor wants
Hayes to complete settlement with the various creditors in the
Debtor's case.  The Debtor asserts it would be unfair to allow
Hayes to withdraw and a change in counsel would result in delay
and great cost to the Debtor.

Hayes said it is sympathetic to the Debtor's concerns, however, it
is inconceivable that Hayes can continue to represent the Debtor
at this point.  Mark Slotkin made it clear in his oppositions to
the Fee Applications in the two related cases that he views Hayes
as incompetent, "inept in negotiations," negligent in his conduct
and has accused Hayes of refusing to follow his instructions and
refusing to do what is best for the Debtor and Mr. Slotkin.  Now
Mr. Slotkin argues that Hayes should continue to represent Wooton
and, most surprisingly, continue to negotiate on his behalf with a
secured creditor.  The attorney-client relationship has obviously
deteriorated to the point that Hayes can no longer provide the
effective representation that is required by the California Rules
of Professional Conduct.

The opposition starts out by asserting "Hayes had a seemingly good
reputation."  The Debtor goes on to say that "it took Mr. Hayes
approximately four months to finalize the Settlement Agreement
documents with Investors Warranty's representative.  It never
should have taken so long."  "[Hayes] remained aloof and
unfamiliar with documents sent to Debtor."  "At the last hearing
(Debtor is referring to the hearing on the Fee Application for
Golden Oak Partners, LLC, another Debtor owned by the Debtor's
principal, Mark Slotkin), Judge Donovan expressed his sentiments
regarding Mr. Hayes.  He said he was 'widely respected, senior,
and a highly experienced member of the Chapter 11 Bar of this
Court.' While this may have been true in his previous experience
with Mr. Hayes, it is most certainly not the case here."

Obviously, there is a significant amount of disappointment and
animosity by Mr. Slotkin towards Mr. Hayes, such to the point that
there has been a breakdown of communication and an inability to
continue to represent the Debtor in its case.  Should the Debtor
seek to continue to work out settlement options with its
creditors, it may do so, however, Mr. Slotkin must find new
counsel to facilitate those options.

Mr. Hayes advised Mr. Slotkin in early August that he was going to
file a Motion to Withdraw from this case, so that Mr. Slotkin
would have sufficient time to find new counsel.  He emailed Mr.
Slotkin an early draft of the motion to withdraw on September 9,
2013, and a finalized draft on October 7, 2013.  The motion was
set on regular notice rather than shortened time to give Mr.
Slotkin as much time as possible to find new counsel.

Mr. Slotkin does not want to find new counsel because he will have
to pay new counsel.  He has not even paid the Firm the full amount
allowed by the Court in January of this year.  He has opposed both
fee applications that have been filed in the two related cases and
appeared at both hearings asking the Court to deny all fees
requested based on his perceived incompetence.  He is now simply
hoping that the Court will force Hayes to stay as attorney of
record so that he does not have to pay his attorney for this case.

Simon Resnik said it intends to begin collection efforts on the
fees allowed in the other two cases making the parties completely
hostile to each other.  There is no other choice but to allow Mr.
Hayes to withdraw and let Mr. Slotkin get someone he believes in.

As to the comments made by creditor Investors Warranty of America,
the Debtor and IWA reached a settlement at a long and arduous
mediation conducted with Leslie Cohen in April.  While the
settlement provided on its face that it was not binding, it was
clearly intended to resolve all issues between the parties.

Meanwhile, investors of Warranty of America, Inc. -- "Investors"
-- responded to the motion of Simon Resnik to withdraw from
representing the Debtor in this bankruptcy case.

Warranty of America said that Investors has no direct knowledge of
and makes no response to all the allegations and arguments in the
motion and the opposition regarding the relationship between the
Debtor and the Debtor's counsel.  Rather, Investors filed the
response to correct the record regarding the alleged settlement
between it and the Debtor and to express its view regarding
certain timing issues raised in the opposition.

First, contrary to the Debtor's suggestion, there is no signed
settlement agreement between Investors and the Debtor.  The
parties have entered into an expressly nonbinding settlement
"letter of intent" that contemplates the execution of a further
definitive settlement agreement that has not been prepared or
signed by the parties at this time.

Second, while it rejects the Debtor's characterization of the
settlement letter of intent between them, Investors shares the
Debtor's concern that this bankruptcy case move forward timely
form this point on.  Without regard to whether prior delay in this
case or the consummation of the proposed settlement with investors
is the Debtor's fault or responsibility of counsel including, to
be fair, both the Debtor's counsel and, at an earlier juncture,
Investors' counsel.

Investors believes this case has been pending too long and needs
to be concluded as soon as possible, in one manner or another.  If
the Debtor is serious about implementing the terms of the
settlement letter of intent, Investors is ready to move forward
quickly, in cooperation with the Debtor and with the Court's
assistance, to confirm a chapter 11 plan that reflects the
settlement terms.  Otherwise, if the Debtor is nor committed to
implementing the settlement terms expeditiously, the court should
not consider whether the bankruptcy case should continue any
longer or should be dismissed or converted to chapter 7.

Attorneys for the Debtor can be reached at:

         M. Jonathan Hayes, Esq.
         Matthew D. Resnik, Esq.
         Roksana D. Moradi, Esq.
         Carolyn M. Afari, Esq.
         SIMON RESNIK HAYES LLP
         15233 Ventura Boulevard, Suite 250
         Sherman Oaks, CA 91403
         Tel: (818) 783-6251
         Fax: (818) 827-4919
         E-mail: jhayes@SRHLawFirm.com
                 matthew@SRHLawFirm.com
                 roksana@SRHLawFirm.com
                 carolyn@SRHLawFirm.com

Attorneys for Warranty of America can be reached at:

        David B. Levant, Esq.
        Michael Brown, Esq.
        Warranty of America, Inc.
        10008 S.E. River Street
        Truckee, CA 96161
        Tel: 530-582-2280
        Fax: 530-582-2281

                        About Wooton Group

Beverly Hills, Calif.-based Wooton Group, LLC, filed a bare-
bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-31323)
in Los Angeles on June 19, 2012.  Judge Thomas B. Donovan oversees
the case.  M. Jonathan Hayes, Esq., Matthew D. Resnik, Esq., and
Roksana D. Moradi, Esq., at Simon Resnik Hayes LLP, in Sherman
Oaks, Calif., represent the Debtor as counsel.  The petition was
signed by Mark Slotkin, managing member.  In its schedules, the
Debtor disclosed assets of $10,500,961 and debts of $7,227,376 as
of the petition date.


WORLD IMPORTS: Committee Can Retain Fox Rothschild as Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
has granted the Official Committee of Unsecured Creditors of World
Imports, Ltd., et al., permission to retain Fox Rothschild, LLP,
as counsel.

As reported in the TCR on Oct 8, 2013, the Committee requires Fox
Rothschild to:

   (a) assist, advise and represent the Committee with respect to
       the administration of this case and exercise of oversight
       with respect to the Debtor's affairs, including all issues
       arising from or impacting the Debtor, the Committee, or
       this Chapter 11 case;

   (b) provide all necessary legal advice with respect to the
       Committee's powers and duties;

   (c) assist the Committee in maximizing the value of the
       Debtor's assets for the benefit of all creditors;

   (d) participate in the formulation of and negotiation of a plan
       of reorganization and liquidation and approval of an
       associated disclosure statement;

   (e) investigate the acts, conduct, assets, liabilities, and
       financial condition of the Debtor, the operation of the
       Debtor's business and any other matter relevant to the
       Chapter 11 case or to the formulation of a plan;

   (f) commence and prosecute any and all necessary and
       appropriate actions and proceedings on behalf of the
       Committee that may be relevant to this case;

   (g) prepare on behalf of the Committee all necessary
       applications, motions, answers, orders, reports and other
       legal papers;

   (h) communicate with the Committee's constituents and others as
       the Committee may consider desirable in furtherance of its
       responsibilities;

   (i) appear in Court and protect the interest of the Committee;
       and

   (j) perform all other legal services for the Committee which
       may be appropriate, necessary and proper in this Chapter 11
       case.

Fox Rothschild will be paid at these hourly rates:

       Edward J. DiDonato        $545
       Martha Chovanes           $495
       Jason C. Manfrey          $290

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

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

                       About World Imports

World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 13-15929) on July 3, 2013, in Philadelphia.  Debtor-
affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No.
13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World
Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed
separate petitions for Chapter 11 relief.  The cases are jointly
administered under Case No. 13-15929.  John E. Kaskey, Esq., at
Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the
Debtors.  World Imports, Ltd., estimated assets and debts of
$10 million to $50 million.  World Imports South, LLC, estimated
assets of $1 million to $10 million.


WORLD IMPORTS: Can Access Banks' Cash Collateral Until Nov. 15
--------------------------------------------------------------
On Oct. 9, 2013, the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania entered a third final stipulation and
order authorizing World Imports, Ltd., et al., to use cash
collateral of PNC Bank, National Association, and PNC Equipment
Finance, LLC, until 5:00 p.m. on Nov. 15, 2013, unless earlier
terminated upon the occurrence of a "termination event."

As adequate protection, the banks are granted replacement liens in
all of the debtors' post-petition collateral.

A copy of the Third Final Stipulation and Order is available at:

          http://bankrupt.com/misc/worldimports.doc111.pdf

                     About World Imports

World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 13-15929) on July 3, 2013, in Philadelphia.  Debtor-
affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No.
13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World
Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed
separate petitions for Chapter 11 relief.  The cases are jointly
administered under Case No. 13-15929.  John E. Kaskey, Esq., at
Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the
Debtors.  World Imports, Ltd., estimated assets and debts of
$10 million to $50 million.  World Imports South, LLC, estimated
assets of $1 million to $10 million.


WPCS INTERNATIONAL: Amends December 2012 Convertible Notes
----------------------------------------------------------
WPCS International Incorporated entered into an amendment
agreement with holders of outstanding secured convertible notes
that were sold pursuant to a securities purchase agreement dated
Dec. 4, 2012.  The closing of the Amendment transaction occurred
on Nov. 5, 2013, and the Amendment was deemed effective as of
Oct. 31, 2013.  The intent of the Amendment was to eliminate
certain features of the Notes which would otherwise result in
substantial accounting charges to the Company.  As a result of the
Amendment, the Company believes that as of Nov. 5, 2013,the date
of this filing, its stockholders' equity exceeds $4,000,000.

Prior to the Amendment, if an event of default existed under the
Notes as of Nov. 5, 2013, the holders would have been entitled to
redeem $3,405,667 in aggregate principal and interest of the Notes
for a redemption price of $41,506,563 (the greater of 125 percent
of (x) the deemed value of the shares of common stock underlying
the Note and (y) the outstanding principal and unpaid interest
under the Notes.  The Amendment reduces the event of default
redemption price by eliminating the Intrinsic Value calculation
and modifying the Base Value calculation and interest rate to more
accurately make-whole the holders of the Notes from the loss of
interest from an early redemption of the Notes and the decreased
value of the Notes without such Intrinsic Value rights.

As revised, the event of default redemption amount equals the sum
of the Conversion Amount to be redeemed, plus a make-whole amount
equal to the amount of any interest that, but for any redemption
of the Notes on such given date, would have accrued with respect
to the Conversion Amount being redeemed under the Notes at the
interest rate then in effect for the period from such given date
through Oct. 31, 2023, the amended maturity date of the Notes,
discounted to the present value of such interest using a discount
rate of 2.5 percent per annum.  In addition, the interest rate of
the Notes was amended to 15 percent per annum, subject to increase
to 25 percent per annum if an event of default occurs and is
continuing.

                       About WPCS International

Exton, Pennsylvania-WPCS International Incorporated is a global
provider of design-build engineering services for communications
infrastructure, with approximately 250 employees in five
operations centers on three continents.  The Company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to a diversified
customer base in the public services, healthcare, energy and
corporate enterprise markets worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.

As of July 31, 2013, WPCS International had $18.73 million in
total assets, $24.45 million in total liabilities and a $5.72
million total deficit.


YSC INC: Court Okays Hiring of Danielle Kim as Accountant
---------------------------------------------------------
YSC, Inc. sought and obtained permission from the Hon. Marc
Barreca of the U.S. Bankruptcy Court for the Western District of
Washington at Seattle to employ Danielle Kim as accountant.

The Debtor requires the services of an accountant to assist it
with preparing and filing tax returns, preparing financial
statements for its monthly reports to the court and its
obligations under the cash collateral order, and other general
accounting services.

Ms. Kim will be paid and hourly rate of $150.00

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

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

The firm can be reached at:

       Ms. Danielle Kim, CPA
       28815 Pacific Hwy S#8
       Federal Way, WA 98003
       Tel: (253) 839-9301

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.


                         About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

Wyatt, Tarrant & Combs LLP represents the Debtor as special
counsel.  Hall, Render, Killian, Heath & Lyman, PLLC, is special
counsel to represent and advise it in the implementation of its
new software system.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


* Hedge Funds Are Muscling Into Munis
-------------------------------------
Michael Corkery and Matt Wirz, writing for The Wall Street
Journal, reported that hedge funds are making a large bet on
municipal debt, bringing aggressive tactics to a $3.7 trillion
market long known as humdrum.

According to the report, the strategies include demanding high
interest rates in return for financing local governments, buying
the debt of struggling municipalities on the cheap, and trying to
profit on rising volatility as many mom-and-pop investors who have
dominated the municipal-bond market for decades flee amid
deepening fiscal problems in many U.S. cities and states.

"Hedge funds are a new phenomenon in our market," said Richard
Larkin, director of credit analysis at brokerage firm H.J. Sims &
Co., who has spent 38 years as a municipal-bond analyst, the
report related.  "And I don't think there is any good that can
come of it."

The hedge-fund investments range from deeply discounted Puerto
Rico debt to highly rated Stanford University bonds, the report
said.  In Jefferson County, Ala., which filed for bankruptcy
protection in 2011, some hedge funds could make a return of about
33% on $900 million of sewer debt they bought at a discount,
people familiar with the matter say.

Hedge-fund managers say their strategies can benefit all municipal
bond investors by leading to more frequent trading, more
transparent bond pricing and increased disclosure by government
officials seeking to sell debt, the report added.


* Moody's: Homebuilding Sector Outlook Positive Despite Slowdown
----------------------------------------------------------------
Home-buying conditions in the US, favorable by historical
standards, will remain strong through next year, and
"millennials," or people born after 1980, will likely return to
the market despite industry fears to the contrary, Moody's
Investors Service says in a new report, "US Homebuilders
Experience Pause that Refreshes, Rather than Homebuying
Paralysis."

The new report also reiterates the rating agency's positive
outlook for the US homebuilding industry, despite a slowdown in
home-buying in the second half of 2013. It answers questions
investors ask Moody's most frequently about the industry in 2014.

"Homebuyers have reacted rationally to increased mortgage rates
and a sharp rise in home prices by slowing down their househunting
and homebuying," says Vice President -- Senior Credit Officer,
Joseph Snider. "But as mortgage rates stabilize and new home price
increases level off, homebuyers will return to the market, lured
by still-low mortgage rates and still-high affordability."

Among homebuilders, Toll Brothers and D.R. Horton remain the best
positioned to return to an investment-grade rating, Moody's says.
Both companies should continue to grow rapidly while maintaining
strong liquidity and reasonable debt leverage, although Toll
Brothers has moved away from investment-grade consideration, at
least temporarily, by leveraging up to buy Shapell Industries.

"While the industry is now stronger, any individual company's
effort to attain and maintain an investment-grade rating may
depend on its willingness to forgo certain avenues for growth,
such as large debt-financed acquisitions, massive investments in
land supply or big share repurchase programs," Snider says.

Meanwhile, millennials will not be a "lost generation" of
homebuyers, and will eventually return to the market. "We believe
millennials will follow every generation that preceded them by
buying homes once their economic situation improves," says Snider.

Institutional investors are unlikely to pull out of the US real
estate market en masse Moody's says. These investors have absorbed
much of the excess housing inventory during the past few years,
buying and refurbishing distressed properties and then renting
them for attractive, low-risk returns. This has raised concerns
that they would stampede to flip their holdings once home prices
began rising, but this has not happened, nor is it likely to occur
anytime soon.


* Business Owners See Signs of Economic Recovery in Chicago
-----------------------------------------------------------
The Cole Taylor Business Owners Confidence Index survey for the
second half of 2013 shows that Chicago-area mid-size business
owners and managers are seeing signs of progress in the economic
recovery on both a local and national level.

Of the business leaders responding to the survey, 85% saw the U.S.
economy in good or fair condition, while nearly 80% felt the
Chicago economy was in good or fair condition.  The levels of
those who saw the economy in poor condition were at their lowest
level since the survey began in the spring of 2012.

Nearly half (45%) reported higher sales volumes over the previous
quarter.  More than 55% plan to expand their business in the next
twelve months, with 61% planning on doing so in Illinois, up from
47% who reported in the spring 2013 survey that they planned to
expand in Illinois.  Staffing levels remained steady with 64% of
respondents saying they were keeping staffing levels flat in the
next quarter with 27% planning to add staff and only 9% planning
staff reductions.

However, respondents continued to criticize national and local
economic policy.  U.S. economic policy was rated poor by 58% of
the business leaders while the state of Illinois' policies were
rated poor by 85%.  Locally, business leaders expect a flat
economy over the next three months, with 76% seeing no change in
Chicago area economic conditions.

When asked if Illinois elected officials should have term limits,
82% of the entrepreneurs overwhelmingly favored amending the
Illinois constitution to do so.  Regarding solutions to the
state's ongoing pension crisis, 80% favored reducing public worker
pension benefits.  Compared to one year ago, fewer respondents
support expanding casino gambling and reducing state employee
staffing levels as solutions.

Looking ahead to the 2014 Illinois gubernatorial election, 63% of
business owners are undecided, with only Bruce Rauner receiving
double digit support (11%) among the five leading candidates.
Incidentally, Rauner recommended Term Limit legislation.

When asked how likely it is that Illinois will follow Detroit in
filing for bankruptcy, 41% thought such a move is highly or
somewhat likely while 54% thought it not likely or highly
unlikely.

Other highlights of the survey included:

   -- Nearly 20% of the respondents said they had considered
selling their business in the last six months.

   -- Forty percent of those who considered selling said they did
so because they either received an offer to sell or the value of
their business had risen, possibly as a result of an improving
economy.  Another 40% said they considered selling due to
retirement or lack of succession.

   -- When asked what was the most critical skill needed for the
next generation of leaders, nearly 50% chose critical thinking,
with creativity a distant second (21%).

Mark A. Hoppe, President and CEO of Cole Taylor Bank, in
commenting on the results said, "Signs that the economic recovery
is gaining ground is good news for all of us.  I'm encouraged to
hear that local entrepreneurs see reassuring signs in the
marketplace and continue to make plans to expand their businesses,
thus adding further strength to the economy.  Despite these
positive indicators, we continue to face a number of challenges,
which is why it is critically important that our local small- and
mid-sized businesses assume a leadership role in rebuilding the
local economy and in restoring faith in the fiscal condition of
our state."

More results from the Cole Taylor Business Owners Confidence Index
can be found at:

http://insight.coletaylor.com/boci-key-findings-fall-2013

      About the Cole Taylor Business Owners Confidence Index

The Cole Taylor Business Owners Confidence Index is designed to
gather feedback from Chicago area business leaders regarding their
attitudes and perceptions of the economy, both nationally and in
the local market.  The semi-annual survey was conducted online by
Star Data Systems, Inc., from September 24, 2013, to October 11,
2013, and included 250 decision makers from mid-sized businesses
in the Chicago area.  Findings are significant to a 95% confidence
level with a margin of error of +/- 5%.

                       About Cole Taylor Bank

Cole Taylor Bank -- http://www.coletaylor.com-- is a premier
commercial bank headquartered in Chicago with assets of $6.0
billion as of September 30, 2013, and is a wholly-owned subsidiary
of Taylor Capital Group. Inc.  For more than 80 years, Cole Taylor
Bank has been successfully meeting the banking needs of closely-
held companies and the people who own and manage them by focusing
on a relationship-based approach to business.  Through its
national businesses, Cole Taylor provides a full range of
financial services, including asset based lending, commercial
equipment financing, and residential mortgage lending.


* Tiger Group Appoints Michael McGrail as Chief Operating Officer
-----------------------------------------------------------------
Tiger Group has appointed Managing Director Michael McGrail to the
newly created post of Chief Operating Officer.

Mr. McGrail, who was been with the asset valuation, advisory and
disposition services firm since its inception in May 2001, will
direct all day-to-day operations of the company, which has offices
in Los Angeles, Boston and New York.  The Boston-based executive
will also continue to oversee Tiger's retail, wholesale,
industrial, machinery and equipment appraisal divisions, as well
as the retail and wholesale disposition divisions. He reports to
Managing Member Daniel Kane.

Mr. McGrail has over 22 years experience in retail store closings,
asset dispositions and appraisals, and corporate finance.  He
joined Tiger as Vice President of Finance and was named a Managing
Director in 2005.  Over the course of his career, he has directly
managed the analysis, bidding process and operations of numerous
major store-closing programs, including Linens 'n Things, Circuit
City, Mervyn's, Gottschalks, Fortunoff's, Kmart, and Borders.
Additionally, Mr. McGrail has directed many complex projects
designed to enhance returns for Trustees, secured and unsecured
creditors, landlords, debtors and other interested parties.

Prior to joining Tiger, he spent four years with Thomson Financial
Services, where he rose to Finance Manager of the Global Markets
Division.

A resident of Milton, Mass., Mr. McGrail holds a degree in
accounting from Northeastern University.  He is a member of the
Turnaround Management Association and American Bankruptcy
Institute.

"With our rapid growth over the past few years, we felt it was
important to have someone manage the day to day operations of our
various businesses," said Kane.  "Michael has been an intricate
part of that growth and has hired and trained many of our key
personnel.  He leads by example and is the perfect person for this
new position."

                        About Tiger Group

Tiger Group -- http://www.TigerGroup.com-- provides asset
valuation, advisory and disposition services to a broad range of
retail, wholesale, and industrial clients.  Tiger operates main
offices in Boston, Los Angeles and New York.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: Oct. 7, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
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
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re-mailing and photocopying) is strictly prohibited without prior
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herein is obtained from sources believed to be reliable, but is
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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***