TCR_Public/131115.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, November 15, 2013, Vol. 17, No. 317


                            Headlines

1701 COMMERCE: Nov. 26 Hearing on Full-Payment Plan
AFA INVESTMENT: Gets OK to Hire ASK as Avoidance Action Counsel
ALITALIA SPA: Board to Consider Future With Air France
ALVARION(R) LTD: Tel Aviv Court OKs Payment to Silicon Valley
AMERICAN AIRLINES: Seeking Nov. 25 Approval of Antitrust Deal

AMERICAN AIRLINES: Merger Sets Up Land Grab at Major Airports
AMERICAN AIRLINES: Merger Critics Have a Long Shot in Court
AMERICAN HOME: Barclays Loses Bid To Ax Trustee's Contract Suit
APPVION INC: Moody's Hikes CFR to 'B1' & Rates $250MM Notes 'B2'

APPVION INC: S&P Affirms 'B' CCR & Rates $250MM Notes 'CCC+'
ARMORWORKS ENTERPRISES: Spars With Official Over Sale
ASR CONSTRUCTORS: U.S. Trustee Balks at John Mannerino Employment
BATE LAND: Bankruptcy ADM Asks Add'l Information on Plan Payments
BATE LAND: BLC Balks at Debtor's "Dirt for Debt" Plan

BEATS ELECTRONICS: S&P Affirms 'B+' CCR & Rates $300MM Debt 'BB'
BENTLEY PREMIER: Hiersche Hayward Wants $13,000 Retainer Approved
BENTLEY PREMIER: New Normandy Homeowners Assoc. Directors Sought
BERNARD L. MADOFF: Victims' Suits Hinge on Allen Stanford Case
BERNARD L. MADOFF: Trustee's Win Has Banks Seeking Quick Appeal

BJ'S WHOLESALE: Upsized 1st Lien Debt No Effect on S&P's Ratings
BONANZA CREEK: Moody's Rates New $150MM Sr. Unsecured Notes 'B3'
BONANZA CREEK: S&P Keeps B- Unsec. Note Rating Over $200MM Add-on
BRAND ENERGY: S&P Ratings Off Watch Negative on Debt Refinancing
BUFFALO PARK DEVELOPMENT: To Sell Assets, Won't Reorganize

BULLSEYE MERGERSUB: Moody's Gives B2 CFR & Rates $1525MM Notes B1
CAPITOL BANCORP: Settlement With FDIC Gets Court Approval
CENGAGE LEARNING: Revamps Bankruptcy-Exit Plan Ahead of Hearing
CENVEO INC: Moody's Slashes CFR to 'Caa1' & Loan Rating to 'B2'
CHEROKEE SIMEON: Court Rejects Creditor's Bid for Sanctions

CHINA JO-JO: Gets 180-Day NASDAQ Listing Compliance Extension
COCOPAH NURSERIES: Second Amended Plan Declared Effective
COLUSA MUSHROOM: Committee's Laywer Not Entitled to Indemnity
COOPER-BOOTH: Wants More Exclusivity, Cites Prospective Buyer
CUE & LOPEZ: Charles A. Cuprill Approved as Bankruptcy Counsel

CUE & LOPEZ: Carrasquillo Approved as Financial Consultant
CULLMAN REGIONAL: Fitch Affirms 'BB+' Rating on $65.1MM Bonds
DARA BIOSCIENCES: Gets 180-Day NASDAQ Listing Compliance Extension
DEAN FOODS: Fitch Assigns 'BB'- IDR & Unsecured Notes Ratings
DESIGNER FURNITURE: Case Summary & 20 Largest Unsecured Creditors

DETROIT, MI: State Board Approves 30-Year Belle Isle Lease
DEVONSHIRE PGA: Alvarez & Marsal Approved to Provide CRO
DEVONSHIRE PGA: Epiq Bankruptcy Okayed as Administrative Advisor
DEVONSHIRE PGA: Files Amended Schedules of Assets & Liabilities
DEVONSHIRE PGA: May Assume Restructuring Deal With Lender ELP West

EASTMAN KODAK: Posts Adjusted Loss after Bankruptcy Exit
EDISON MISSION: NRG Acquisition Expected to Close in 1st Qtr. 2014
E.W. SCRIPPS: Moody's Assigns Ba2 CFR & Rates First Lien Debt Ba2
EDISON MISSION: Chevron Appeals Second Loss on Kern River Venture
EARL SIMMONS: Rapper DMX's Bankruptcy Dismissed for Third Time

EIG INVESTORS: Moody's Revises First Lien Debt Rating to 'B2'
EL CENTRO MOTORS: Court Closes Chapter 11 Reorganization Case
EASTMAN KODAK: September Net Loss at $18 Million
EMERITO ESTRADA: May Employ Albert Tamarez as Accountant
EMPRESAS INTEREX: Agreement on Use of Cash Approved

EXTENDED STAY: US Bank's Claims Tossed From $100M Guaranty Row
FAIRMONT GENERAL: Sills Cummis Approved as Committee's Counsel
FLINTKOTE COMPANY: Wants More Exclusivity as Plan Order on Appeal
FRESH & EASY: Parent Tesco Received $213.8 Million
FRIENDFINDER NETWORKS: Creditor Quy Dong Objects to Disclosures

FRIENDFINDER NETWORKS: Files Schedules of Assets and Liabilities
FRIENDFINDER NETWORKS: PMGI Holdings Files Schedules of Assets
FRIENDFINDER NETWORKS: Files T-3 for Qualification of New Notes
FURNITURE BRANDS: Direct Fee Review Okayed to Examine Legal Bills
GASCO ENERGY: Posts Net Loss of $3.1 Mil. in Third Quarter

GGW BRANDS: Lawyers Prepare to Sell Girls Gone Wild Brand
GLOBAL AVIATION: Lenders Providing a $52 Million Loan
GMX RESOURCES: Files Cash Collateral Budget Thru Jan. 31
HARVEST NATURAL: Receives Notices of Defaults on VSM Agreements
HEADWATERS INC: Moody's Says Consent Agenda Has No Impact on CFR

HILLTOP FARMS: Final Decree Closing Chapter 11 Reorganization Case
IAC/INTERACTIVECORP: Moody's Rates $500MM Unsecured Notes 'Ba1'
IAC/INTERACTIVECORP: S&P Rates New $500MM Sr. Unsecured Notes BB+
INTERCARE HEALTH: $2.3MM IRS Claim Entitled to Unsecured Priority
INTERNAP NETWORK: Moody's Rates $350MM Secured Credit Notes 'B3'

INTRAWEST RESORTS: Moody's Assigns B2 CFR & Rates $55MM Notes B2
INTRAWEST RESORTS: S&P Assigns Prelim. 'B' Corp. Credit Rating
KHATI BROTHERS: Voluntary Chapter 11 Case Summary
LANDMARK MEDICAL: Judge's Ruling on Company Sale Pushed Back
LEE ENTERPRISES: Debt Reduced 2 Years Ahead of Plan

LEVEL 3 FINANCING: Fitch Rates $300MM Sr. Notes at 'BB-/RR2'
LEVEL 3 FINANCING: Moody's Rates New $300MM Sr. Secured Notes 'B3'
LEVEL 3 FINANCING: S&P Rates $300MM Floating Rate Sr. Notes 'CCC+'
LONE PINE: Enters Commitment Letter for New Financing
MDC PARTNERS: Moody's Retains Ratings After $100MM Notes Add-on

MDC PARTNERS: S&P Keeps B- Unsec. Notes Rating Over $100MM Add-on
MERGE HEALTHCARE: S&P Cuts CCR to CCC on Poss. Covenant Violation
METRO AFFILIATES: Wins First Skirmish With Labor Unions
METRO AFFILIATES: Court Issues Order for Delivery of DOE Payments
METRO AFFILIATES: Can Employ Kurtzman as Claims & Noticing Agent

METRO AFFILIATES: Schedules Filing Date Extended to Dec. 18
METRO AFFILIATES: Has Interim OK to Pay Insurance Obligations
MF GLOBAL: Judge Denies Corzine Bid to Dismiss Shareholder Suit
MI PUEBLO: Seeks to Borrow $1.9 Million From Founder
MINCO GOLD: Gets NYSE MKT Listing Non-Compliance Notice

MSD PERFORMANCE: Blank Rome Approved as Creditors' Panel Counsel
MSD PERFORMANCE: Carl Marks Okayed as Committee's Fin'l. Advisors
MURRAY ENERGY: Moody's Rates New $1.02-Bil. Secured Term Loan 'B1'
NATURAL MOLECULAR: Sec. 341(a) Creditors' Meeting Set for Nov. 27
NATURAL MOLECULAR: Bankruptcy Filing Hit GenMark's 3Q Revenue

NEW SPECTRUM HEIGHTS: Case Summary & 3 Largest Unsecured Creditors
NORTHERN BEEF: Ad Hoc Panel's Motion to Amend DIP Orders Denied
NIRVANIX INC: Dell Financial Wants to Reposses Leased Computers
OCWEN FINANCIAL: S&P Raises Issuer Credit Rating to 'B+
ONCURE HOLDINGS: Exclusive Plan Filing Period Extended Thu Jan. 13

ORE HOLDINGS: Approves Steel Partners Debt-for-Equity Exchange
ORMET CORP: Steelworkers Urge Ohio Governor to Reopen Smelter
PATRIOT COAL: Selling Western Kentucky Coal Interests to Alliance
PATRIOT COAL: Court Approves Entry Into Settlement With Arch Coal
PATRIOT COAL: Court Approves Peabody Settlement

PATRIOT COAL: Court Approves Amendments to VFA and MOU with UMWA
PATRIOT COAL: Secures Consents for Conversion of Credit Facility
PEREGRINE FINANCIAL: Broker Sues US Bank Over $200-Mil. Theft
PHYSIOTHERAPY ASSOCIATES: Moody's Cuts PDR to 'D' on Ch. 11 Filing
PITTSBURGH CORNING: Insurer's Bid to Nix Plan Orders Denied

QUALITY HOME: S&P Hikes CCR to 'B-' on Proposed Financing
REEVES DEVELOPMENT: Plan Outline Hearing Continued to Nov. 14
RESERVOIR EXPLORATION: Liquidating Plan Incorporates Parent Deal
RESERVOIR EXPLORATION: Files Schedules of Assets and Liabilities
RESERVOIR EXPLORATION: Taps Munsch Hardt as Bankruptcy Counsel

RESERVOIR EXPLORATION: Hires Lain Faulkner to Provide CRO
RESERVOIR EXPLORATION: Section 341(a) Meeting Set on Dec. 13
RESIDENTIAL CAPITAL: Settles 10-Year-Old Homeowners' Action
REVSTONE INDUSTRIES: Boston Finance Opposes Exclusivity Request
ROYAL IMTECH: Financiers Agree to Extend Covenant Holiday

SCIENTIFIC GAMES: S&P Rates $2.6BB Secured Credit Facility 'BB-'
SCOOTER STORE: Wants Exclusivity in Plan Filing Thru Feb. 9
SCOOTER STORE: Says Liquidation Is Near Completion
SEVEN COUNTIES: Has Interim Access to Cash Collateral Until Apr. l
SIMPLY WHEELZ: Has Interim Approval of $14.8-Mil. DIP Loan

SIMPLY WHEELZ: Employs Capstone Advisory as Financial Advisor
SIMPLY WHEELZ: Has Interim Authority to Pay Critical Vendors
SIMPLY WHEELZ: Has Interim Authority to Assume Important Contracts
SOUTHGOBI RESOURCES: Restates Financials for 2011 and 2012
T-L CONYERS: Can Access Cole Taylor's Cash Collateral Until Dec. 1

T-L CONYERS: Court Wants Bankruptcy Exit Plan Revised
TERVITA CORP: Moody's Cuts CFR to 'Caa1' & Notes Rating to 'B3'
TWIN CITY BAPTIST: Objection to TD Bank's Claims Sustained
VELOCITY EXPRESS: Asks Court to Dismiss Chapter 11 Cases
VELTI INC: T-Mobile, Sprint Dominate Unsecured Committee

WESTERN FUNDING: Panel May Hire Schwartzer & McPherson as Counsel
WESTERN REFINING: Moody's Rates Proposed $550MM Term Loan 'B1'
ZACKY FARMS: Plan Confirmation Hearing Continued Until Dec. 10

* CFPB Chief Concedes Need for Balance in Auto-Loan Oversight
* Stern Rights Can't Be Waived, Fifth Circuit Rules
* PwC to Host Webcast "Companies in Distress" on November 19

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525


                            *********


1701 COMMERCE: Nov. 26 Hearing on Full-Payment Plan
---------------------------------------------------
1701 Commerce LLC will seek confirmation of its Plan of
Reorganization at a hearing scheduled for Nov. 26, 2013, at 1:30
p.m. (prevailing Central Time).

Bankruptcy Judge D. Michael Lynn on Oct. 31, 2013, entered an
order approving the explanatory disclosure statement.

The Debtor is not required to solicit votes on the Plan since all
classes of creditors are unimpaired by the Plan.

While creditors are not entitled to vote on the Plan, they may
still file objections to confirmation of the Plan.  Objections to
confirmation are due Nov. 22, 2013 at 4:00 p.m.

The Debtor has sold its primary assets -- its hotel property --
and is holding $4 million in cash.  The Debtor initially signed a
deal to sell its Sheraton-branded hotel in Fort Worth to a
subsidiary of Dallas-based Prism Hotels & Resorts but Prism was
unable to complete the purchase.  In July, the Debtor completed
the sale of the property to an affiliate of Presidio Hotel Fort
Worth, L.P.

The Plan proposes to pay the holders of all allowed claims, 100%
of the amount of their allowed claims, plus interest accrued since
the Petition Date.

General unsecured claims total $2.978 million.  Holders of general
unsecured claims will be paid in full plus postpetition interest
calculated on the Federal Post-Judgment Interest Rate.

Holders of equity interests in the Debtor will retain their
interests.

A copy of the Disclosure Statement dated Oct. 16, 2013, is
available for free at:

   http://bankrupt.com/misc/1701_Commerce_Plan_Outline.pdf

The effective date of the Plan is expected to be on or before
Dec. 30, 2013.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce was previously named Presidio Ft. Worth Hotel LLC,
but changed its name to 1701 Commerce, prior to the bankruptcy
filing date to reduce and minimize any potential confusion
relating to an entity named Presidio Fort Worth Hotel LP, an
unrelated and unaffiliated partnership that was the former owner
of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.


AFA INVESTMENT: Gets OK to Hire ASK as Avoidance Action Counsel
---------------------------------------------------------------
Judge Mary Walrath authorized AFA Investment, Inc., et al., to
employ ASK LLP as avoidance action counsel nunc pro tunc to
October 2, 2013.

As reported in the Oct. 17, 2013 edition of The Troubled Company
Reporter, ASK LLP is expected to (a) prepare Preference Reports;
(b) prepare Age Comparison Reports; (c) analyze 20-day 11 U.S.C.
Sec. 563(b)(9) claims; (d) send pre-suit demand letters; and (e)
file and prosecute Avoidance Actions.

ASK LLP's contingency fee structure will depend on on whether the
collection is obtained through pre-suit demand letters (20%);
collections achieved post-suit but before judgment (25%) or
collections that occur post-judgment (30%).

                          About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
AFA had seven facilities capable of producing 800 million pound of
ground beef annually.  Revenue in 2011 was $958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Laura Davis Jones,
Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias
S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B.
Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta,
Georgia, represent the Debtors.  FTI Consulting Inc. serves as the
Debtors' financial advisors and Imperial Capital LLC serves as
marketing consultants.  Kurtzman Carson Consultants LLC serves as
noticing and claims agent.

As of Feb. 29, 2012, the Debtors' books and records on a
consolidated basis, reflected approximately $219 million in assets
and $197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Debtors' cases.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon
LLP serves as co-counsel.  The Committee also obtained approval to
retain J.H. Cohn LLP as its financial advisor.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July 2012.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


ALITALIA SPA: Board to Consider Future With Air France
------------------------------------------------------
Daniel Michaels, writing for The Wall Street Journal, reported
that Alitalia's board meets late on Nov. 13 to consider two
alternate futures for the struggling Italian airline: Keep Air
France-KLM SA remaining as its biggest investor and calling the
shots, or leave the French-Dutch carrier behind.  Both options are
painful.

According to the report, the board meeting is critical because it
comes one day before a deadline that Alitalia's shareholders set
for themselves to pony up cash for a planned EUR300 million
capital increase they approved in principle on Oct. 14 to avoid
bankruptcy.

In a sign of Alitalia's predicament, the board could postpone its
Thursday deadline for commitments to the capital increase,
according to a person familiar with the situation, the report
related.  The move would offer more time to negotiate with Air
France-KLM and other shareholders.

Top executives at Air France-KLM have said they won't invest the
EUR75 million needed to preserve its 25% stake if Alitalia fails
to agree on a radical makeover that includes cutting flights and
slashing its workforce, the report further related.  Air France-
KLM has also demanded that Italian banks agree to restructure
Alitalia's debt of nearly EUR1 billion. The creditors have
rejected that idea.

Alitalia Chief Executive Gabriele Del Torchio is expected
nevertheless to pitch his board members from Air France-KLM on a
revised restructuring plan, the report said.

                         About Alitalia

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


ALVARION(R) LTD: Tel Aviv Court OKs Payment to Silicon Valley
-------------------------------------------------------------
Alvarion(R) Ltd. (in receivership) disclosed that the District
Court of Tel Aviv -- Yaffo held a hearing regarding the creditors'
plan of settlement which was submitted to the Court on November 6,
2013.

Under the plan, the Company's creditors will receive NIS 12.2
million of the proceeds from the sale of the Company's assets as
stipulated in the asset sale agreement and will be issued Company
shares constituting 15% of the Company's share capital.  The
proposed creditors' plan of settlement is subject to certain
conditions, including approval by a creditors' meeting and the
continued listing of the Company on NASDAQ and the Tel Aviv Stock
Exchange after January 13, 2014.  In order to meet this condition
and remain listed, the Company must emerge from bankruptcy
proceedings and demonstrate compliance with all applicable
requirements for initial listing on NASDAQ by that date.

At a preliminary hearing held on November 11, 2013, the Court
approved payment to Silicon Valley Bank, a secured lender, as well
as advance payments to the Company's employees.

The court has scheduled another hearing to further discuss the
proposed creditors' plan of settlement for December 2, 2013.


AMERICAN AIRLINES: Seeking Nov. 25 Approval of Antitrust Deal
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp. and US Airways Group Inc. settled with the
U.S. Justice Department and will be allowed to merge by shedding
104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

According to the report, to resolve the government's antitrust
complaint, the two airlines will give up two gates at each of
O'Hare International in Chicago, Los Angeles International,
Boston's Logan International Airport and Love Field in Dallas.

The government says the settlement is more beneficial for the
flying public than a victory at trial otherwise scheduled to begin
Nov. 25. The "proposed remedy will deliver benefits to consumers
that could not be obtained by enjoining the merger," the Justice
Department said in a court filing.

As part of the deal, AMR's American Airlines Inc. must permanently
transfer to Southwest Airlines Co. the 10 slots Southwest is
currently leasing from AMR at LaGuardia.

A slot is the right to take off or land at a congested airport. It
takes two slots to operate a round-trip flight.

The settlement will be incorporated into a judgment for entry by
the district judge in Washington before whom the antitrust suit is
pending. The government is required to give the public 60 days'
notice to object before the judgment is entered.

AMR is asking the bankruptcy judge in New York to hold a hearing
on Nov. 25 for approval of the settlement. AMR said in the court
filing that it intends to "move expeditiously to consummate the
plan" and merge with U.S. Airways.

The bankruptcy court formally approved AMR's plan in October. It
couldn't be implemented until the antitrust suit was resolved.

AMR shares rose 26 percent on Nov. 12, closing at $12 in over-the-
counter trading. The stock rose about the same percentage on Nov.
4 when Bloomberg reported there there were settlement talks. After
a three-day drop in August immediately after the U.S. Justice
Department sued to bar the merger, the stock has risen almost
fivefold in price.

Buying AMR stock at the right time brought handsome profit.  It
was selling for about 40 cents in October 2012, rising to $1.30
before the merger was announced in February.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Merger Sets Up Land Grab at Major Airports
-------------------------------------------------------------
Jack Nicas, writing for The Wall Street Journal, reported that the
government's antitrust settlement with AMR Corp. and US Airways
Group Inc. sets up what may be the last big land grab at major
airports for some time, as the planned merger cements a new
structure for the industry after a decade of bankruptcies and
consolidation.

According to the report, discounters Southwest Airlines Co.,
JetBlue Airways Corp. and Spirit Airlines Inc. have said they are
considering bids for bundles of slots that the new American
Airlines will divest at Reagan National Airport and LaGuardia
Airport -- an opportunity for footholds at crowded airports that
likely won't come around again soon. Those new entrants are
expected to increase competition on well-traveled routes from
Washington and New York to destinations like Chicago, Dallas and
Florida.

The new competition will be counterbalanced by the new American's
likely service cuts to smaller airports, necessitated by the
divestments, the report related.

Cities heavily served by American and US Airways today from
Washington and New York, such as Raleigh, N.C., Nashville, Tenn.,
and Louisville, Ky., could see cutbacks, the report added.

Meanwhile, cities with just a handful of flights a month to
Washington and New York might lose that nonstop service
altogether, such as Indianapolis, Burlington, Vt., and Kansas
City, Mo., according to a Wall Street Journal analysis.

                    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.

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

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

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

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

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

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


AMERICAN AIRLINES: Merger Critics Have a Long Shot in Court
-----------------------------------------------------------
Brent Kendall, writing for The Wall Street Journal, reported that
critics of the merger between AMR Corp. and US Airways Group Inc.
have one more chance at exacting additional concessions -- but
it's a long shot.

According to the report, the 1974 Tunney Act requires that any
Department of Justice antitrust settlement go before a federal
judge to determine if the deal is in the public interest.

Antitrust lawyers say it is highly unlikely that U.S. District
Judge Colleen Kollar-Kotelly will reject the terms of the Nov. 12
settlement, but critics of deal say she could scrutinize the
agreement closely, the report related.

"In this particular case, it might be of real concern to the court
that DOJ has compromised a very strong case with concessions that
a lot of people are thinking may be inadequate," says Cleveland
State University law professor Christopher Sagers, the report
cited.  Prof. Sagers testified against the deal in a February
congressional hearing.

The Tunney Act was adopted in the wake of concerns that President
Richard Nixon improperly ordered the Justice Department to back
away from a government antitrust case against International
Telephone & Telegraph Corp., the report further related.

Judges sometimes convene hearings to question the parties about
their settlements, but antitrust lawyers have difficulty pointing
to any instance in which a judge has demanded substantial changes
to an agreement, the report said.

                    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.

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 HOME: Barclays Loses Bid To Ax Trustee's Contract Suit
---------------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge refused on Nov. 8
to toss a suit alleging Barclays Bank PLC had violated a swaps
agreement with mortgage lender American Home Mortgage Holdings
Inc., allowing AHM's trustee to proceed with a complaint that also
seeks to eliminate more than $45 million in claims filed by the
bank.

According to the report, in a 34-page opinion, U.S. Bankruptcy
Judge Christopher S. Sontchi found the trustee had brought
plausible claims that Barclays had breached its contract by not
returning excess collateral it held under the swaps agreement.

                        About American Home

Defunct subprime mortgage lender American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- based in
Melville, New York, and seven affiliates filed for Chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
counsel.  The Creditors Committee also retained Hennigan, Bennett
& Dorman LLP, as special conflicts counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000 and total liabilities of $19,330,191,000.

AHM filed a de-consolidated plan of liquidation on Aug. 15, 2008.
The plan was confirmed in February 2009.  The plan was implemented
in November 2010.


APPVION INC: Moody's Hikes CFR to 'B1' & Rates $250MM Notes 'B2'
----------------------------------------------------------------
Moody's Investors Service upgraded Appvion Inc.'s corporate family
rating (CFR) to B1 from B2, probability of default rating (PDR) to
B1-PD from B2-PD, first-lien term loan to Ba2 from Ba3 and
speculative grade liquidity rating to SGL-2 from SGL-3. A B2
rating was assigned to the proposed $250 million second lien
senior secured notes due 2020. The upgrade reflects expectations
of lower leverage and improved financial performance and
recognizes the company's decreased borrowing costs and improved
debt maturity profile as a result of the company's proposed
financing. The rating outlook is stable.

Upgrades:

Issuer: Appvion, Inc.

Corporate Family Rating, Upgraded to B1 from B2

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

Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3

Senior Secured Bank Credit Facility Jun 28, 2019, Upgraded to Ba2
(LGD2, 25%) from Ba3 (LGD2, 27%)

Assignments:

Issuer: Appvion, Inc.

Senior Secured Regular Bond/Debenture, Assigned B2 (LGD5, 70%)

Outlook Actions:

Issuer: Appvion, Inc.

Outlook, Changed To Stable From Positive

Appvion intends to use the proceeds from the proposed $250 million
second lien senior secured notes to repay its existing $162
million second lien notes (currently rated B3) due 2015 and $32
million of subordinated notes (currently rated Caa1) due 2014 and
cover redemption fees and expenses. The proposed $250 million
senior secured notes due 2020 will have a second priority lien on
substantially all assets and will be guaranteed by Appvion and all
its material subsidiaries. The B2 rating on the proposed $250
million senior secured notes incorporates the note holders'
position behind the Ba2 rated $335 million first-lien term loan
due 2019. The rating on the company's existing $162 million second
lien notes and $32 million subordinated notes will be withdrawn
following their repayment. All the ratings are subject to the
conclusion of the proposed transaction and Moody's review of final
documentation.

Ratings Rationale:

Appvion's B1 CFR reflects the company's leading global market
position in several specialty paper niches, its improving product
diversity and the company's strong and stable margins. The rating
is tempered by the secular contraction in the demand for the
company's carbonless paper business, the cash flow obligations of
its employee stock ownership plan and the company's exposure to
potential contingencies associated with environmental issues. Over
the mid-term, the growth of the company's thermal paper and
microencapsulating businesses are expected to offset the decline
in the company's carbonless paper business.

Appvion's speculative grade liquidity rating of SGL-2 reflects the
company's good liquidity position. As of the quarter ended
September 30, 2013, Appvion had approximately $7 million of cash
and roughly $67 million of borrowing capacity under its $100
million revolving credit facility due 2018 (after $20 million of
drawings and $13 million of letters of credit usage). Moody's
estimates $25 million of free cash flow over the next year. After
the refinancing, Appvion will not have any scheduled debt
maturities till its $335 million term loan comes due in 2019.
Covenant issues are not expected over the near term. Most of the
company's assets are encumbered.

The stable outlook reflects Moody's expectations of improved
financial performance, supported by higher earnings due to full
implementation of the company's paper supply contract, lower
interest costs and growth from the company's thermal paper and
encapsys business. An upgrade may be warranted if the company is
able to sustain adjusted debt to EBITDA below 4 times and (RCF-
CapEx)/TD above 7%. The rating might be downgraded if normalized
debt to EBITDA remains above 5 times and (RCF-CapEx)/TD below 3%),
most likely due to an inability to replace declining carbonless
paper volumes with either new or existing products, a significant
escalation in anticipated environmental costs or a deterioration
in liquidity.

Appvion headquartered in Appleton, Wisconsin, manufactures
specialty coated paper products, including thermal papers (50% of
revenues), carbonless papers (44%), as well as a
microencapsulating business (6% ). Appvion has four manufacturing
sites, two of which are located in Wisconsin, one in Pennsylvania
and one in Ohio. In 2001, the company was acquired by its
employees through an employee stock ownership plan (ESOP). LTM
sales ending September 2013 were $821 million.


APPVION INC: S&P Affirms 'B' CCR & Rates $250MM Notes 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'B' corporate credit rating, on Wisconsin-based
Appvion Inc.

"We also revised the outlook to stable from positive. At the same
time, we assigned a 'CCC+' issue-level rating and '6' recovery
rating to the company's proposed $250 million second-lien senior
secured notes due 2020."

"The affirmation reflects our assessment of Appvion's "adequate"
liquidity position following the anticipated refinancing of its
2014 and 2015 debt maturities. The outlook revision incorporates
our view that EBITDA growth over the next 12 months will be weaker
than previously expected given challenged carbonless paper end
markets. We expect this to result in debt to EBITDA above 5x over
the next several quarters, a level we view to be consistent with
the rating."

"The stable outlook reflects our view that decreasing sales in
Appvion's carbonless paper segment will weigh on EBITDA
improvement from cost savings such that leverage will remain above
5x over the next several quarters," said Standard & Poor's credit
analyst Tobias Crabtree.

"We would upgrade Appvion if it appeared likely that leverage
would drop and remain between 4x and 5x EBITDA. This could occur
if 2014 EBITDA exceeded our forecast by 15% and the company
allocated excess free cash flow to prepay debt."

"We would consider a negative rating action on Appvion if
liquidity became constrained. This could occur if decreasing sales
in its carbonless segment are not offset by sales growth in its
thermal segment and businesswide margin improvement, forcing the
company to draw down its revolving credit facility to fund capital
expenditures, interest payments, and employee stock ownership
repurchases. Alternatively, liquidity could become constrained
over the next 12 months to 18 months if the company is not able to
successfully refinance its 2014 and 2015 debt maturities as
contemplated in the proposed transaction."


ARMORWORKS ENTERPRISES: Spars With Official Over Sale
-----------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that executives at
defense contractor ArmorWorks are fighting with the legal
professional who was put in charge by a bankruptcy judge to sell
the 120-worker Arizona company, which has made armor for aircraft
and vehicles for the U.S. military.

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as
financial advisor.  ArmorWorks estimated $10 million to $50
million in assets and liabilities.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

The Plan filed in the Debtors' cases would resolve the ongoing
dispute with C Squared by allowing ArmorWorks to redeem C
Squared's 40% minority interest, or alternatively, allow C Squared
to purchase the 60% majority interest of AWI.

ArmorWorks and TechFiber sought and obtained an order (i)
transferring the In re TechFiber, LLC chapter 11 case to the
Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.


ASR CONSTRUCTORS: U.S. Trustee Balks at John Mannerino Employment
-----------------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16,
objects to ASR Constructors, Inc.'s application to employ the
Law Office of John D. Mannerino as corporate counsel, effective
Sept. 20, 2013.

Everett L. Green, Esq., Trial Attorney for the U.S. Trustee, says
John D. Mannerino seeks the automatic payment of a $3,900 monthly
flat fee and medical reimbursements without further hearing or
Court order. Counsel will be paid without regards to the amount of
time expended or number of hours worked.  And nothing in the
Employment Application obligates Corporate Counsel to return
unearned fees to the estate.

"Corporate Counsel has not satisfied its burden of proving that an
automatic monthly flat fee is reasonable," asserts Mr. Green.

He adds that Corporate Counsel appears to request an advance
payment retainer -- where a debtor pre-pays for expected services.
Because payment is dependent only upon the passage of time rather
than any benefit to the estate, the proposed compensation
circumvents the Code's mandate that professionals should receive
compensation only for "actual, necessary services," argues Mr.
Green.

The Trial Attorney further contends that Corporate Counsel seeks
compensation under Section 328, which restricts the Court's review
of compensation. The Court could not conduct a Section 330
benefit-to-the-estate inquiry if the Court approves compensation
under Section 328, he says.

The hearing on the matter is set for November 19, 2013, at 2:00
p.m., at Courtroom 303, 3420 Twelfth St., in Riverside, CA 92501.

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Calif. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  The Debtor estimated assets
and debts of at least $10 million.  Judge Mark D. Houle presides
over the case.  James C Bastian, Jr., Esq., at Shulman Hodges &
Bastian, LLP, serves as the Debtor's counsel.


BATE LAND: Bankruptcy ADM Asks Add'l Information on Plan Payments
-----------------------------------------------------------------
Marjorie K. Lynch, Bankruptcy Administrator for the Eastern
District of North Carolina, filed this response to Bate Land &
Timber, LLC's Plan of Reorganization and Disclosure Statement.

The Bankruptcy Administrator relates: "To the extent the Debtor is
delinquent in payment of Quarterly Fees and/or the filing of
Monthly Reports, the Bankruptcy Administrator objects to
confirmation until such time as Debtor is compliant with these
requirements.

"The Debtor bears the burden of proving Plan feasibility.  In
order to prove feasibility of the plan as proposed, the Debtors
should be prepared to provide evidence at the confirmation hearing
regarding his monthly income, monthly expenditures, and the
Debtor's monthly obligations under the Plan.  Such evidence should
support Debtor's contention that they are able to make payments
under the plan as proposed.

The Debtor proposes a full payout Plan that includes satisfying
the claims of the taxing authorities pursuant to statute within
five years from the date of the petition, Deere & Company within
six years at 5.75% per annum, Northen Blue ($14,143) within a
year, and all other general unsecured creditors ($90,575) also
within a year.  The Debtor asserts that it will make Plan payments
through continued operations.  The Debtor fails to include any
specific information about their business, the timber management
income, whether they intend to sell certain tracts in order to
fund the Plan.  The Bankruptcy Administrator requests additional
information regarding the Debtor's ability to make Plan payments
prior to the date set for hearing.

"The Bankruptcy Administrator supports BLC [Bate Land Company,
LLC]'s concerns with regard to the nature of these [Deere &
Company and Northen Blue, LLP's] claims and the timing of said
transactions.  As stated in the Plan, the timing of the tractor
purchase and execution of the promissory note and deed of trust,
two weeks before the filing may represent bad faith.  The Debtor's
execution of the promissory note in favor of Northen Blue, dated
July 18, 2013, eight days prior to the Debtor's filing, may also
be indicative of bad faith. The Bankruptcy Administrator needs
additional information supporting these claims.

"The Debtor proposes to pay unsecured creditors 100% of what they
are owed within one (1) year, thereby satisfying 11 U.S.C. Section
1129(a)(7).  The Debtors should be prepared to explain their
proposed liquidation analysis and provide evidence at the
confirmation hearing to support the values attributed to their
assets and respective business operations.  The Bankruptcy
Administrator is unclear of the source of income for the proposed
Plan payments.

As reported in the TCR on Sept. 10, 2013, Judge Stephani W.
Humrickhouse of the U.S. Bankruptcy Court for the Eastern District
of North Carolina, Wilmington Division, conditionally approved the
disclosure statement explaining Bate Land & Timber, LLC's Plan of
Reorganization.

The Plan proposes to sell all of the Debtor's real property valued
at $47,032,125, and personal property valued at $6,445,499.
Proceeds from the asset sales will fund the Plan.  The liens
secured by the Debtor's property will attach to the net proceeds
of the sale remaining after payment costs of sale and all
reasonable and ordinary closing costs.

A full-text copy of the Plan, dated Aug. 30, 2013, is available
for free at http://bankrupt.com/misc/BATELANDds0830.pdf

                     About Bate Land & Timber

Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on July 25,
2013 (Case No. 13-04665, E.D.N.C.).  Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.

The Debtor listed estimated assets of $10 million to $50 million
and estimated debts of $100,001 to $500,000.  The petition was
signed by Brad Cheers, manager.

The Plan filed in the case proposes to sell all of the Debtor's
real property valued at $47,032,125, and personal property valued
at $6,445,499.  Proceeds from the asset sales will fund the Plan.
The liens secured by the Debtor's property will attach to the net
proceeds of the sale remaining after payment costs of sale and all
reasonable and ordinary closing costs.

The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.


BATE LAND: BLC Balks at Debtor's "Dirt for Debt" Plan
-----------------------------------------------------
Bate Land Company, LLC, objects to the confirmation of Bate Land &
Timber, LLC's Plan of Reorganization dated Aug. 30, 2013.

BLC notes that the Debtor lists assets worth $53.5 million and
liabilities of $74.2 million although $74 million of that total
liability is listed as an unsecured, contingent and disputed claim
of Bank of America.

BLC points out that although not listed on Schedule D, the Debtor
also owes BLC $13 million as a result of a purchase money
promissory note and deeds of trust.  BLC says its claim comprises
99% of the total claim amounts in this bankruptcy.

"According to the Debtor's Plan, it alleges that it satisfied
BLC's claim through the transfer of two tracts of land in Pamlico
County on July 25, 2013.  In essence, the Debtor contends it
completed its own "dirt for debt" plan before it even filed
bankruptcy and without the acceptance of the transfer by BLC.
BLC's acceptance of the deed conveying the property is currently
pending before the Court," BLC tells the Court.

"The claim of Deere {Deere & Company] will be satisfied with
payments over a period of six years.  The remaining claims in the
case will be satisfied through payments over a period of one year.
The Debtor fails to specify the source of payment for those claims
in the Plan or its Disclosure Statement."

BLC says the Debtor's Plan cannot be confirmed because it fails to
meet the substantive requirements for confirmation as set forth in
11 U.S.C. Section 1129.  In support of its objection, BLC asserts:

   1. The Plan has not been proposed in good faith and is in
violation of Section 1129(a)(3) of the Bankruptcy Code.  "The
Debtor has acted in bad faith not only in the filing of this Plan,
but in filing this case."

   2. The "Dirt for Debt" Plan proposed by the Debtor does not
comply with the fair and equitable requirements of Section 1129(b)
of the Bankruptcy Code.  "In this case, BLC will present evidence
that the current values of the Broad Creek and Smith Creek tracts
are far lower than BLC's $12,936,254.65 claim.  BLC's evidence
will establish that part of the reason for this decline is the
value and diminished quality of the timber on the Broad Creek and
Smith Creek tracts as a result of Debtor's timber cutting on these
and other tracts, and its failure to properly reseed the timber
tracts following any timbering."

                           The Plan

As reported in the TCR on Sept. 10, 2013, Judge Stephani W.
Humrickhouse of the U.S. Bankruptcy Court for the Eastern District
of North Carolina, Wilmington Division, conditionally approved the
disclosure statement explaining Bate Land & Timber, LLC's Plan of
Reorganization.

The Plan proposes to sell all of the Debtor's real property valued
at $47,032,125, and personal property valued at $6,445,499.
Proceeds from the asset sales will fund the Plan.  The liens
secured by the Debtor's property will attach to the net proceeds
of the sale remaining after payment costs of sale and all
reasonable and ordinary closing costs.

A full-text copy of the Plan, dated Aug. 30, 2013, is available
for free at http://bankrupt.com/misc/BATELANDds0830.pdf

                     About Bate Land & Timber

Willotte, North Carolina-based Bate Land & Timber, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on July 25,
2013 (Case No. 13-04665, E.D.N.C.).  Judge Stephani W.
Humrickhouse oversees the Chapter 11 case.

The Debtor listed estimated assets of $10 million to $50 million
and estimated debts of $100,001 to $500,000.  The petition was
signed by Brad Cheers, manager.

The Plan filed in the case proposes to sell all of the Debtor's
real property valued at $47,032,125, and personal property valued
at $6,445,499.  Proceeds from the asset sales will fund the Plan.
The liens secured by the Debtor's property will attach to the net
proceeds of the sale remaining after payment costs of sale and all
reasonable and ordinary closing costs.

The Bankruptcy Administrator for the Eastern District of North
Carolina was unable to organize and recommend the appointment of a
committee of creditors holding unsecured claims against the
Debtor.


BEATS ELECTRONICS: S&P Affirms 'B+' CCR & Rates $300MM Debt 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Santa Monica, Calif.-based Beats Electronics LLC to positive from
stable and affirmed the 'B+' corporate credit rating.

"At the same time, we assigned our 'BB' issue-level rating (two
notches above the corporate credit rating) to Beats' new $300
million senior secured credit facility, consisting of a $75
million revolving credit facility maturing 2018 and $225 million
term loan maturing 2018. The recovery rating on this facility is
'1', reflecting our expectations for very high recovery (90% to
100%) in the event of a payment default."

"Proceeds from the term loan, in addition to a minority investment
from The Carlyle Group and balance sheet cash, were used to
refinance its existing interim term loan, purchase HTC Corp.'s
remaining ownership, and fund a dividend to its owners. Pro forma
for the transaction, as of Sept. 30, 2013, we estimate Beats had
about $250 million of adjusted debt outstanding."

"The outlook revision to positive reflects our belief that the
company will continue to generate positive free cash flow from
double-digit revenue growth over the next 12 to 18 months," said
Standard & Poor's credit analyst Stephanie Harter.

"In addition, our concern regarding the near-term maturity of its
prior interim term loan facility and uncertainty about a future
recapitalization have been resolved under the new senior secured
credit agreement and related new minority investment by Carlyle."

"Our 'B+' corporate credit rating on Beats reflects our assessment
of the company's "significant" financial risk profile and "weak"
business risk profile. The company's financial risk profile
primarily reflects our opinion of the company's aggressive
financial policies, as evidenced by its recent dividend payout.
Although we believe pro forma debt leverage will be below 2x
(including our standard adjustments for operating leases), which
is stronger than indicative ratios for the "significant"
descriptor, we believe future leveraged shareholder distributions
are possible, and the company's rapid growth could result in some
volatility to credit measures if not sustained."

"However, our financial risk assessment also recognizes the
possibility of future debt repayment beyond fiscal 2013, based on
projected annual free cash flows that could result in about $30
million of debt repayment in the next 12 to 18 months if Beats
continues its rapid growth."

The outlook is positive, reflecting our opinion that the company
will sustain adequate liquidity, including covenant cushion of at
least 15%, and continue to increase sales and EBITDA, resulting in
leverage remaining at or below 2x through fiscal year-end 2014.

"We would consider an upgrade if Beats is able to generate and
sustain positive free cash flow, as well as leverage at 2x or
below."

"We could revise the outlook to stable if the company does not
improve earnings and free cash flows as anticipated and debt
leverage exceeds 4x. For this to occur, we believe sales growth
would have to flatten and adjusted EBITDA decline over 35%,
potentially from large unsold inventories getting significantly
discounted in response to an unforeseen fall-off in demand for the
company's products."


BENTLEY PREMIER: Hiersche Hayward Wants $13,000 Retainer Approved
-----------------------------------------------------------------
Hiersche, Hayward, Drakeley & Urbach, P.C. filed a second
supplement to Bentley Premier Builders LLC's application for an
order authorizing the firm's employment as the Debtor's attorneys.

Hiersche Hayward asked the Court to approve $13,000 as a
postpetition retainer and allow HHDU to keep the $13,000 in its
IOLTA trust account until further Court order.

Hiersche Hayward also disclosed that, among other things:

   1. HHDU erroneously disclosed that it received $39,500 from
      the Debtor during the one year preceding the commencement
      of the bankruptcy case.  HHDU actually received $62,258
      from the Debtor during the one year preceding the
      commencement of the case.

   2. The Debtor could not obtain a hearing on its application
      for temporary injunction to enjoin foreclosures on many
      of its properties in state court.

   3. In the state court suit, HHDU represented Sandy W. Golgart
      in defending a conversion claim asserted by Phil Pourchot.
      Ms. Golgart and Mr. Pourchot are equity owners of the Debtor
      and are involved in litigation between themselves over
      issues involving the Debtor. The claim was for less than
      $20,000 actual damages and exemplary damages and was not
      supported by the evidence. HHDU also represented Ms. Golgart
      on a defamation claim against Mr. Pourchot.  Nothing in
      HHDU's prepetition representation of Ms. Golgart was adverse
      to Bentley.

   4. HHDU investigated Phillip Pourchot's claims made against
      Ms. Golgart and found no evidence to support them.  Ms.
      Golgart made no claims against Bentley.  There was no
      conflict.

As reported in the TCR on Aug. 27, 2013, the firm's Gerald P.
Urbach, Esq., and Jason M. Katz, Esq., are expected to provide
legal services on matters involving financial restructuring and
insolvency issues, including exploration of possible non-
bankruptcy restructuring alternatives, as well as preparation of
the requisite petitions, pleadings, exhibits, lists and schedules
in connection with the commencement of the Chapter 11 case.

HHDU has advised that the representation of the Debtor will
involve fees and expenses of more than $13,000 and the firm
expects to be paid for future fees and expenses out of the
Debtor's operations, after appropriate Court order.

To the best of the Debtor's knowledge, HHDU does not have any
connection with, or any interest adverse to, the Debtor, its
creditors, or any other party-in-interest or their respective
attorneys and accountants, or the U.S. Trustee for the Eastern
District of Texas.  Accordingly, HHDU and its professionals are
"disinterested persons" as the term is defined under Sec. 101(14)
of the Bankruptcy Code.

                     About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas.  Judge
Brenda Rhoades presides over the case.  Gerald P. Urbach, Esq.,
and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach,
P.C., in Addison, Texas, serve as counsel.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.


BENTLEY PREMIER: New Normandy Homeowners Assoc. Directors Sought
----------------------------------------------------------------
Jason R. Searcy, the Chapter 11 trustee for Bentley Premier
Builders, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Texas to remove existing directors and appoint new
directors to the Normandy Estates Homeowners Association.

The present board of directors of the HOA consists of Sandy W.
Golgart and Phil Pourchot.  Ms. Golgart and Mr. Pourchot are the
equity owners of the Debtor and are involved in litigation between
themselves over issues involving the Debtor.  Accordingly, the
Chapter 11 trustee argued, the existing board of directors can not
be effective in overseeing the day-to-day operations of the HOA,
creating the threat of harm to the property owners.

The Chapter 11 trustee believes it is in the best interests of the
Debtor's estates to remove the current HOA directors and appoint
new directors to operate the affairs of the HOA efficiently.  The
Chapter 11 trustee proposes the appointment of three new
directors:

   1) Janice Cumberland;
   2) David McGough; and
   3) the manager hired by the Chapter 11 trustee to manage
      the Debtor's business affairs.

The Chapter 11 trustee has filed a motion with the Court to employ
Marc Powell as the business manager.  If approved, Mr. Powell
would serve as the third member of the board and as its chairman.
If Mr. Powell's employment is not approved, whoever, is employed
to act as the business manager would be so appointed.

                     About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of real estate development and building
custom houses.  It filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas.  Judge
Brenda Rhoades presides over the case.  Gerald P. Urbach, Esq.,
and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach,
P.C., in Addison, Texas, serve as counsel.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.


BERNARD L. MADOFF: Victims' Suits Hinge on Allen Stanford Case
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court's decision in a case involving
R. Allen Stanford's Ponzi scheme may determine whether investors
defrauded by Bernard Madoff can sue feeder-fund managers and banks
that allegedly turned a blind eye to fraud.

According to the report, on Oct. 7, the first day of the new term,
the Supreme Court heard arguments in Chadbourne & Parke LLP v.
Troice. The case came to the high court from the U.S. Court of
Appeals in New Orleans, which had ruled that investors in
Stanford's fraud weren't barred from suing by the 1998 Securities
Litigation Uniform Standards Act, or SLUSA.

The justices several times asked questions showing an awareness
that their ruling in Troice will affect Madoff cases working their
way up the appellate ladder in which judges said the ability to
sue was curtailed by SLUSA.

Generally, SLUSA bars suits on behalf of a class brought under
state law "in connection with the purchase or sale" of securities
traded on national exchanges.

Stanford's investors bought certificates of deposit in an offshore
bank while being told the money would be invested in securities.
As in Madoff's fraud, no stocks were ever bought.

The defendants argued last month that the mere promise to buy
securities was sufficient to satisfy the "in connection with"
test, thus requiring dismissal of the suit under SLUSA.

The defrauded Stanford investors contend the certificates of
deposit weren't "covered securities," allowing their suit to stand
regardless of how Stanford promised to spend their money.

The U.S. government asked the justices to reverse the Court of
Appeals, for fear that narrowing the meaning of "in connection
with" securities transactions might restrain the ability of the
Securities and Exchange Commission to enforce securities laws
containing identical language.

Several justices asked how SLUSA could apply when no securities
were ever purchased, the identical situation with Madoff.

"There has been no purchase or sale here," Justice Antonin Scalia
said.

In September, the U.S. Court of Appeals in New York invoked SLUSA
and upheld dismissal of a lawsuit against JPMorgan Chase & Co. and
Bank of New York Mellon Corp. filed by investors in feeder funds
that in turn invested with Bernard L. Madoff Investment Securities
Inc.

The investors contend the two banks were aware of Madoff's fraud
and should be held liable because they continued providing him
with banking services. The district court dismissed the suits
under SLUSA, and the appeals court affirmed.

Irving Picard, the trustee unwinding Madoff's investment firm, has
lawsuits in Manhattan federal court against feeder funds and their
managers.

U.S. District Judge Jed Rakoff is yet to decide whether he will
dismiss those suits under SLUSA, although, while sitting by
designation in the appeals court, he wrote an opinion upholding
the dismissal of suits against the banks.

A win by victims of the Stanford fraud in the Supreme Court won't
automatically revive the Madoff suits. The lawyer for Stanford
victims said Madoff was giving investors an interest in fictitious
stocks, while the Stanford investors were purchasing certificates
of deposit, outside the reach of SLUSA.

"I don't think the Madoff situation is particularly different from
this one," a lawyer for the U.S. told the justices.

In Troice, the lawyer for the investors said the case presented a
metaphysical question because "everything is in connection with
everything else." He said the Supreme Court must draw a line
somewhere. Where that line is drawn may determine whether Madoff
victims' lawsuits are revived.

The Supreme Court usually needs several weeks or months to craft
an opinion in an important case like Troice.

The Supreme Court case is Chadbourne & Parke LLP v. Troice, 12-79,
U.S. Supreme Court (Washington).

The Madoff appeal in the circuit court is Trezziova v. Kohn (In re
Herald, Primeo, and Thema), 12-156, U.S. Court of Appeals for the
Second Circuit.

The SLUSA case before Rakoff in the Madoff case is In re Bernard
L. Madoff Investment Securities LLC, 12-mc-00115, U.S. District
Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

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

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

                       About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S.
District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


BERNARD L. MADOFF: Trustee's Win Has Banks Seeking Quick Appeal
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Credit Suisse AG, Barclays Plc and 17 other foreign
banks urge U.S. District Judge Jed Rakoff to let them immediately
appeal his Oct. 29 opinion giving the trustee unwinding Bernard
Madoff's firm the right to sue them as feeder-fund customers.

According to the report, although Judge Rakoff more often than not
ruled against the Madoff trustee, Irving Picard, in other cases,
his October ruling allows suits to go ahead against investors who
gave their money to feeder funds that in turn invested with
Madoff.

Judge Rakoff said Picard isn't required to obtain a judgment first
against the feeder funds before he can sue the banks. Judge Rakoff
interpreted bankruptcy law to mean that Picard can sue feeder-fund
customers even if the time limit has lapsed for suing the funds
themselves.

The banks on Nov. 12 asked Judge Rakoff to authorize an immediate
challenge to the U.S. Court of Appeals in Manhattan. Otherwise,
the lawsuits would go back to bankruptcy court where the banks
couldn't appeal until after the suits were finished and a
judgment entered requiring the return of money to Picard.

An immediate appeal is needed because Judge Rakoff's ruling was
the "first decision of any court holding that a trustee need
not bring a timely claim against a subsequent transferee," the
banks said.

They also pointed to Judge Rakoff's recognition that the governing
statute is ambiguous.

The banks based their request on a statute that permits an
immediate appeal if the matter "involves a controlling issue of
law" where there is "substantial ground for difference of
opinion."

Picard will oppose an immediate appeal, Amanda Remus, a
spokeswoman for the trustee, said in an e-mailed statement.

                      About Bernard L. Madoff

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

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

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

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

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

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

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


BJ'S WHOLESALE: Upsized 1st Lien Debt No Effect on S&P's Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that the upsize of BJ's
Wholesale Club Inc.'s first-lien term loan has no effect on its
corporate credit rating, issue-level and recovery ratings, or
outlook on the company.  BJ's is upsizing its first-lien term loan
to $1.5 billion from $1.45 billion, and reducing its $650 million
second-lien term loan to $600 million.

"Although recovery prospects for the first-lien term loan lenders
diminish somewhat because of the facility upsize, the recovery
rating on that debt instrument remains '4', reflecting our
expectation for average (30%-50%) recovery of principal in the
event of a payment default. The recovery rating on the company's
second-lien term loan remains '6', indicating that lenders will
achieve negligible (0%-10%) recovery of principal in the event of
a payment default."

The proposed first-lien term loan upsize will enable the company
to modestly lower its interest expense but has no meaningful
impact on its credit ratios.  "Pro forma for the transaction, we
calculate total debt-to-EBITDA ratio of about 8.8x and EBITDA
coverage of interest is thin at about 1.7x at Aug. 3, 2013."

RATINGS LIST

Ratings Unchanged

BJ's Wholesale Club Inc.
Corporate Credit Rating                 B-/Stable
$1.5 bil. 1st-lien term loan           B-
   Recovery Rating                      4
$650 mil. 2nd-lien term loan           CCC
   Recovery Rating                      6


BONANZA CREEK: Moody's Rates New $150MM Sr. Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Bonanza Creek
Energy, Inc.'s (BCEI) proposed offering of $150 million senior
unsecured notes. The B2 Corporate Family Rating (CFR), B2-PD
Probability of Default Rating (PDR) and stable outlook are not
affected by this action.

The notes will be an add on to the company's 6.75% senior
unsecured notes due 2021 and will be part of the same series of
debt securities. Proceeds of this debt offering will be used to
repay outstanding borrowings under the company's revolving credit
facility and for general corporate purposes.

Ratings assigned:

Senior Unsecured Notes Rating, B3, LGD-4 (68%)

"The notes offering will provide the capital to further fund the
rapid pace of development of BCEI's roughly 31,700 net acres in
Colorado's Wattenberg Field," noted Andrew Brooks, Moody's Vice
President. "The high liquids content from Wattenberg production
yields attractive cash margins and provides substantial growth
opportunities for Bonanza Creek. Relative debt leverage metrics
are expected to remain at a levels that are appropriate for the B2
CFR."

Ratings Rationale:

The B2 CFR reflects BCEI's relatively small size in terms of
production and reserves, while acknowledging the significant
growth opportunities embedded in the company's acreage. The rating
also reflects the company's strong cash margins from the high
liquids content of its production both in its Rocky Mountain and
Mid-Continent acreage, while factoring in the significant capital
that is needed to further capitalize on the oil potential of its
Wattenberg holdings. BCEI expects to outspend cash flow in 2014
and beyond, debt financing future deficits as it continues to grow
production. While Moody's expects debt levels to increase,
relative debt leverage should remain at modest levels. The company
operates 99% of its proved reserves, providing a high degree of
operational control, and affording it the flexibility to manage
down its spending should market conditions pressure it to do so.

BCEI's SGL-3 rating reflects Moody's view of adequate liquidity
through 2014. The company will use the proceeds of its add on
notes offering to pay down outstanding borrowings under its
revolving credit facility, which approximated $68.5 million as of
November 11. Moody's expects the company's 2014 capital spending
program to generate cash flow deficit , which will be partially
funded by add on note proceeds and the full availability under its
revolving credit facility. The $600 million committed revolving
credit facility provides for a $330 million borrowing base, and
permits the issuance of up to $200 million of unsecured notes
without a reduction in its borrowing base. The revolver is
scheduled to mature in September 2017, and is secured by all
assets. It requires the company to maintain a current ratio of at
least 1x and a leverage ratio (debt/EBITDAX) of less than 4x.
Moody's does not foresee any covenant issues through 2014.

The B3 rating on the proposed $150 million of senior unsecured
notes reflects both the overall probability of default of BCEI, to
which Moody's has assigned a PDR of B2-PD, and a Loss Given
Default of LGD4 (68%). The size of the potential senior secured
claims relative to the senior unsecured notes results in the
senior notes being rated one notch below the B2 CFR under Moody's
Loss Given Default Methodology.

The rating outlook is stable, reflecting Moody's expectation that
BCEI will make relatively modest use of leverage to fund its
growth, maintaining debt to average daily production under $30,000
per Boe. An upgrade would be considered should BCEI grow
production approaching 30,000 Boe per day while holding debt to
average daily production below $25,000 per Boe. The rating could
be downgraded if the company's drilling program in the Wattenberg
fails to produce substantially higher results in 2014, or should
debt leverage increase to over $30,000 per Boe of average daily
production on a sustained basis.

Bonanza Creek Energy, Inc. is an independent E&P company
headquartered in Denver, Colorado.


BONANZA CREEK: S&P Keeps B- Unsec. Note Rating Over $200MM Add-on
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B-' issue-level
rating (one notch lower than the corporate credit rating) on
Denver-based Bonanza Creek Energy Inc.'s senior unsecured notes
due 2021 is unchanged following the company's proposed $200
million add-on.

"The recovery rating on these notes is '5', indicating our
expectation of modest (10% to 30%) recovery for unsecured
noteholders in the event of a payment default. The 'B' corporate
credit rating remains unchanged. The outlook is stable."

"We expect proceeds from the proposed note add-on to be used to
repay outstanding borrowings on the company's credit facility and
for general corporate purposes."

"The ratings on Bonanza Creek Energy Inc. reflect our assessment
of the company's 'vulnerable' business risk, 'aggressive'
financial risk profile, and 'adequate' liquidity," said Standard &
Poor's credit analyst Susan Ding.

"These assessments reflect Bonanza's small asset base and
production levels, lack of geographical diversification,
aggressive growth strategy, limited operating track record,
spending levels in excess of projected operating cash flows, and
participation in the highly cyclical and capital intensive oil and
gas industry."

The ratings also reflect the company's significant exposure to
favorable crude oil prices, low cost structure, growth potential,
high operatorship of its properties, and solid financial measures.

Ratings List

Bonanza Creek Energy Inc.
Corporate Credit Rating                  B/Stable/--

Ratings Unchanged
$500 mil. sr unsecd nts due 2021*       B-
  Recovery Rating                        5

*Includes the $200 mil. add-on


BRAND ENERGY: S&P Ratings Off Watch Negative on Debt Refinancing
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Kennesaw, Ga.-based Brand Energy & Infrastructure
Services (Brand) and removed all ratings from CreditWatch with
negative implications. This follows Brand's announced debt
financing related to the company's intended merger with Harsco
Corp.'s infrastructure business and our assessment of the combined
businesses' strategy, growth, profitability, and cash flow
prospects. The rating outlook is stable.

"We had initially placed the ratings on CreditWatch with negative
implications on Sept. 20, 2013, following the company's
announcement regarding the proposed acquisition, to reflect the
potential for significant deterioration in Brand's credit metrics.
Following the planned debt refinancing related to the intended
merger, we expect Brand's credit metrics will worsen compared to
our prior expectations but remain consistent with a 'B' rating
over the next two years."

"In addition to the affirmation and removal of the ratings from
CreditWatch, we also assigned 'B' issue-level and '3' recovery
ratings to the proposed $300 million revolving credit facility and
$1,225 million senior secured term loan. A '3' recovery rating
indicates our expectation of meaningful (50%-70%) recovery. For
our analysis, we assume the acquisition closes with more than
$1,725 million in funded debt, including some unsecured debt."

"We will withdraw our existing 'B' issue-level and '3' recovery
ratings on Brand's $75 million revolving credit facility and $775
million first-lien term loan, and our 'CCC+' issue-level and '6'
recovery ratings on its $300 million second-lien term loan."

"The ratings on Brand reflect our assessment of its business risk
profile as "weak" and its financial risk profile as "highly
leveraged."

Brand's "highly leveraged" financial risk assessment is based on
debt to EBITDA of about 6.5x for 2013 (including our adjustments,
mainly for operating leases), with weak free operating cash flow
(FOCF) prospects relative to its debt burden.  "We expect gradual
improvement in 2014, although these metrics will likely remain at
the lower end of our expectations for the rating," said credit
analyst Nishit Madlani. For the rating, we expect a ratio of
adjusted debt to EBITDA of about 6x or less and FOCF to total debt
in the low-single-digit area.

"Debt leverage should improve toward 6x or less over the next 12-
18 months, assuming industry activity picks up to historical
levels, which we believe is likely due to aging infrastructure and
increased environmental regulation in its end-markets because
customers generally can delay maintenance work only temporarily."

"We expect low, but positive, free cash flow generation prospects
over the next few years. We believe there is some downside risk
related to sustained FOCF generation from higher capital intensity
for Brand following the intended merger, with more risks tied to
managing working capital outflows related to Harsco's
infrastructure operations. Also, the meaningful debt and related
interest payments will likely limit Brand's ability to generate
consistent FOCF/debt of more than 5%."

"We assume financial policies will remain aggressive, limiting any
meaningful debt reduction, given Brand's sponsor ownership. We
assume that Brand would pursue small tuck-in acquisitions (up to
$50 million in purchase price) with cost-synergy opportunities
related to the expansion of service offerings across a larger
customer base within its end-markets."

"Our business risk assessment incorporates Brand's dependence on
the cyclical energy sector--particularly refineries and Canadian
oil sands and, to a lesser extent, utilities and large industrial
customers for a majority of its revenue. The proposed integration
nearly doubles Brand's exposure to the infrastructure-related end-
market (at about 19% of revenue on a combined basis), which is
more project-focused and less recurrent with higher EBITDA
margins, but has lower revenue visibility. In our view, this end-
market has better profit margin potential from the typically
higher rental equipment mix, but we do not assume any meaningful
synergies from better utilization following the intended merger
because projects are more customized and infrastructure equipment
is less portable relative to other end-markets."

"We expect Brand to remain one of the largest providers of work
access (i.e., scaffolding) and specialty services (including
insulation and coatings), given its improved geographic diversity
following the integration and expansion across end-markets, mostly
from higher customer spending and some share gains. Although some
of its end-markets are cyclical, maintenance services (about 65%
of revenues) tend to be more resilient to recessions. Maintenance
work, along with long-term customer relationships, a high contract
renewal rate, and a high variable cost profile, should allow Brand
to cut costs and provide some stability to earnings and cash
flows. Also, the risk of cost-overruns is not meaningful since the
majority of Brand's contracts will likely be cost-reimbursable."

"We expect demand for maintenance services in Brand's energy and
industrial markets to grow modestly, at least in line with U.S.
GDP (about 73% of sales are in the Americas), and for pricing to
remain competitive."

"We assume that revenue will grow at about a mid-single-digit rate
for the remainder of 2013 and 2014, mainly as a result of business
wins in its petrochemical end-markets and the slow economic
recovery driving low growth in its refining- and oil sands-related
end-markets."

"We assume that EBITDA margins in 2013 and 2014 for the combined
entity will remain somewhat lower than Brand's recent stand-alone
EBITDA margins. In our view, Brand (in its stand-alone operations)
will likely sustain improvements in EBITDA margins on slow demand
recovery in its end-markets, given its recent ability to mitigate
pricing pressures. However, we expect Harsco's infrastructure
operations will be a drag on Brand's earnings over the next few
quarters because it is still in the early stages of a recovery
following its restructuring (reduced exposure to unprofitable
operations in Western Europe and equipment downsizing to improve
utilization) in recent years."

"As the combined entity, Brand could take advantage of existing
customer relationships and broaden its capabilities to service key
customers globally. This could improve diversity and likely lead
to consistent EBITDA margins in the 10%-12% range over the next
two years through better asset utilization (especially in the
specialized industrial services segment) and lower direct
corporate and global procurement costs. We incorporate ongoing
pricing pressure in our estimates, but also assume marginal
improvement through contracts which have higher labor margins and
which allow Brand to pass on higher labor rates to the customers."

"The stable rating outlook reflects our expectation that leverage
should improve toward 6x over the next 12 months, with positive
FOCF, assuming industry activity picks up to historical levels,
which is likely because customers generally can delay maintenance
work only temporarily."

"We could consider a downgrade if it appears likely that FOCF
would remain negative over a sustained period amid weaker earnings
and higher-than-expected investments in working capital. This
would likely coincide with extended periods in which leverage
stays more than 6.5x because of pressure on EBITDA margins for the
combined entity. A downgrade also could occur if Brand's liquidity
profile deteriorates on end-markets that are weaker than we expect
for a prolonged period, leading to customers delaying maintenance
work over the near term, or if Brand loses maintenance projects
altogether."

"An upgrade is unlikely over the next 12 months given our
expectation that the company's financial risk profile will remain
"highly leveraged." Significant factors for any positive rating
action on the company would include a track record of low-double-
digit EBITDA margins over the next year or so, with FOCF/debt
sustainably approaching 5% or higher and leverage remaining at
about 5x or less."


BUFFALO PARK DEVELOPMENT: To Sell Assets, Won't Reorganize
----------------------------------------------------------
Buffalo Park Development Properties, Inc., intends to proceed with
a sale of its water companies pursuant to 11 U.S.C. Sec. 363 and
will not be proceeding with a plan of reorganization, according to
a court filing by its owners.

Owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis --
have filed a Chapter 11 restructuring plan.  The Lewises intend to
restructure their debts and obligations and continue to operate in
the ordinary course of business.  According to the Disclosure
Statement, the rental income from the Lewises' properties and
their disposable income, together with the restructuring of the
mortgages and other secured debts, will generate sufficient funds
to pay on a pro-rata basis a portion of the Lewises' unsecured
debts.

A copy of the Disclosure Statement explaining the Lewises'
proposed Chapter 11 plan dated Oct. 16, 2013, is available for
free at:

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

           About Buffalo Park Development Properties

Buffalo Park Development Properties, Inc., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013.
Ronald P. Lewis signed the petition as owner and CEO.  Buffalo
Park disclosed $20,777,601 assets and $11,294,567 liabilities in
its schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC
serves as counsel to Buffalo Park. Judge Elizabeth E. Brown
presides over the case.

Formed in 1964, Buffalo Park is a real estate development,
construction, management and sales business.  It has developed and
sold numerous subdivisions and currently has several land
developments in progress. Buffalo Park owns and operates community
water companies that require a licensed water works operator and
owns a commercial business center.

Owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis --
filed for protection under Chapter 11 of the Bankruptcy Code on
March 21, 2012.  The Lewises have been investing in, developing
and managing real property for over 60 years.

The Bankruptcy Court granted joint administration of the two
estates on July 18, 2013.


BULLSEYE MERGERSUB: Moody's Gives B2 CFR & Rates $1525MM Notes B1
-----------------------------------------------------------------
Moody's Investors Service assigned Bullseye MergerSub, Inc. (Brand
Energy & Infrastructure) B2 Corporate Family Rating, B2-PD
Probability of Default Rating, and B1 ratings to the proposed
$1,525 million senior secured credit facilities (including $300
million revolving credit facility). The ratings outlook is stable.

The proceeds from the $1,225 million term loan will be used, along
with other unsecured borrowings and $775 million of equity, to
acquire Brand Energy and Infrastructure Services, Inc. and
Harsco's infrastructure segment (together "Brand") by Clayton,
Dubilier & Rice. The total transaction (including fees and
expenses) is expected to be valued at $2,500 million and Moody's
estimates the combined purchase multiple (excluding fees and
expenses) to be approximately 7.4 times EBITDA (PF 2013). Bullseye
MergerSub, Inc. is the initial borrower under the term loan.
Concurrently with the close of the transaction and as the survivor
of the contemplated merger Brand Energy and Infrastructure
Services, Inc. ("Brand" a subsidiary of Brand Energy, Inc.) will
become the borrower and Moody's will transfer all ratings to
Brand.

The following ratings were assigned (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):

Corporate Family Rating, assigned B2;

Probability of Default Rating, assigned B2-PD;

$300 million first lien revolving credit facility due 2018,
assigned B1 (LGD3, 35%);

$1,225 million first lien term loan due 2020, assigned B1 (LGD3,
35%);

The ratings outlook is stable.

Ratings Rationale:

The B2 Corporate Family Rating reflects Brand's high debt leverage
at 5.8 times at the close of the transaction and expected
aggressive balance sheet management. The rating also considers
limited free cash flow generation as compared to debt levels with
free cash flow to debt of between 4-5% over the next 12-18 months.
Interest coverage is anticipated to be around 2 times which is in
line with a B2 rating category. Additionally, the B2 Corporate
Family Rating considers the historically weak performance of
Harsco's infrastructure division. At the same time, the rating
benefits from the size -- close to $3 billion of revenues -- and
scale -- significant international presence - of the combined
entity. Moreover, recurring revenue stream (65% of revenues are
tied to maintenance), good liquidity profile, end market
diversity, and positive industry dynamics provide support to the
company's ratings.

The stable outlook reflects expected improvement in credit metrics
and positive trends in the company's end markets.

The ratings could be downgraded if debt leverage climbs above 6
times, free cash flow generation turns negative, and EBITDA-
CAPEX/interest expense weakens below 1.5 times, all on a sustained
basis.

The ratings could be upgraded if debt leverage declines below 4.5
times, interest coverage increases above 2.2 times, and free cash
flow to debt rises to 8%, all on a sustained basis.

Brand Energy & Infrastructure Services, Inc., headquartered in
Kennesaw, GA, is the largest multi-craft specialty services
company in North America and provides services globally as well.
It's services include specialized industrial services and
infrastructure services supporting the refining, chemical,
construction and power industries. Clayton Dubilier & Rice,
through affiliated funds, will be the majority owner of Brand and
Harsco is expected to own around 29%. Pro forma revenues for 2013
are expected to be around $3 billion.


CAPITOL BANCORP: Settlement With FDIC Gets Court Approval
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Capitol Bancorp Ltd., a bank holding company in
Lansing, Michigan, got bankruptcy court approval on Nov. 12 for a
settlement with the Federal Deposit Insurance Corp. that allows
an auction to proceed with Wilbur Ross's Talmer Bancorp Inc. as
the presumptive purchaser.

According to the report, the settlement resolved the FDIC's so-
called cross-guarantee claims. From the sale, the FDIC will get 85
percent of net proceeds, with Capitol retaining 15 percent.

Unless outbid, Talmer will pay $4.5 million for four banks and pay
the cost to cure breaches of contracts. Talmer will also inject
$90 million of capital into the banks and establish an escrow
account with $2.5 million to pay professional fees.

Talmer wouldn't proceed with the purchase absent freedom from the
cross-guarantee claims, which arose when sister banks failed and
were taken over by regulators.

The auction for the four banks is to be Nov. 18. A hearing for
sale approval is on the Nov. 19 calendar.

Absent a sale, Capitol said, the FDIC would take over the banks.
In one month this year, four different Capitol bank subsidiaries
were taken over.

BankruptcyData reports that Capitol Bancorp said, "First and
foremost, the Settlement will result in the waiver of the Cross-
Guaranty Liability with respect to the sales of the Banks, thus
facilitating those sales consistent with the Plan.  Moreover,
pursuant to the Settlement, 15 percent of the proceeds from each
sale will go to the Debtors' estates for distribution in
accordance with the Plan (or, if the Plan is not confirmed, the
Bankruptcy Code and applicable law). Because the FDIC contends
that it has no obligation to waive the Cross-Guaranty Liability or
share any portion of the net proceeds of the sales of the Banks
with the Debtors' estates, 15 percent of such proceeds is
considerably beneficial to the estates."

                     About Capitol Bancorp

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

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

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

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

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

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


CENGAGE LEARNING: Revamps Bankruptcy-Exit Plan Ahead of Hearing
---------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Cengage Learning Inc. filed a revamped bankruptcy-exit plan
six hours before the start of a key Nov. 12 morning hearing,
changing the way potential payouts for unsecured creditors are
protected and causing a bankruptcy judge to delay an initial
review of the textbook maker's blueprint.

According to the report, the latest version of Cengage's plan,
filed on Nov. 12 at 2:14 a.m., establishes an escrow account
holding $111.9 million in cash and equity, a set-aside until a
battle over a group of assets -- including a pool of cash and a
valuable trove of copyrights -- can be resolved.

                      About Cengage Learning

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

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

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

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

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


CENVEO INC: Moody's Slashes CFR to 'Caa1' & Loan Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded Cenveo, Inc.'s corporate
family rating (CFR) to Caa1 from B3, and probability of default
rating (PDR) to Caa1-PD from B3-PD. At the same time, Moody's
downgraded the company's senior secured term loan to B2 from Ba3,
its senior secured second lien notes to Caa1 from B3 and its
senior unsecured notes to Caa3 from Caa2. Moody's affirmed
Cenveo's speculative grade liquidity (SGL) rating at SGL-3
(adequate liquidity). The outlook is now stable. The action
concludes a review initiated on August 26, 2013.

The ratings downgrades result from Moody's opinion that Cenveo's
capital structure may not be sustainable. Moody's anticipates
Debt-to-EBITDA leverage remaining in the 6x range for the
foreseeable future as revenues decline organically and some debt
is repaid from modest free cash flow. Since the enterprise
valuation is uncertain and the 6x EBITDA multiple may roughly
correspond with a potential enterprise multiple, it is not clear
at this juncture whether Cenveo will be able to refinance its
debts without a distressed exchange.

Cenveo is in the midst of a protracted business restructuring with
myriad execution risks and an uncertain outcome. The recent
National Envelope acquisition continues the company's
transformation such that envelope converting now represents nearly
50% of pro forma revenues, with commercial printing's contribution
declining towards 30%. However, envelope converting faces secular
pressures which echo those of commercial print and the two
industries' pricing and volume trends are highly correlated.
Accordingly, it remains to be seen whether the change in revenue
composition will be beneficial.

Since, pro forma for recent and pending acquisition and
divestiture activity, Cenveo will generate modest levels of free
cash flow and does not face maturing debts until early 2017, the
company has adequate liquidity and has time to substantiate its
cash flow self-sustainability and enterprise value, the outlook is
stable.

Cenveo Corporation is a wholly-owned subsidiary of Cenveo, Inc.
(Cenveo), a publicly traded holding company. While all debt
instruments are issued by Cenveo Corporation, since Cenveo Inc.
guarantees all of Cenveo Corporation's debt and financial
statements are issued only by Cenveo Inc., Moody's maintains
corporate-level ratings and the associated outlook at Cenveo Inc.

The following summarizes Cenveo's ratings and rating actions:

Issuer: Cenveo, Inc.

Corporate Family Rating: Downgraded to Caa1 from B3

Probability of Default Rating: Downgraded to Caa1-PD from B3-PD

Speculative Grade Liquidity Rating: Affirmed at SGL-3

Outlook: Changed To Stable From Under Review

Issuer: Cenveo Corporation

Senior Secured Bank Credit Facility Apr 16, 2020: Downgraded to
B2 (LGD2, 26%) from Ba3 (LGD2, 23%)

Senior Secured Regular Bond/Debenture Feb 1, 2018: Downgraded to
Caa1 (LGD4, 55%) from B3 (LGD4, 54%)

Senior Unsecured Regular Bond/Debenture May 15, 2017: Downgraded
to Caa3 (LGD5, 85%) from Caa2 (LGD5, 85%)

Rating Rationale:

Cenveo's Caa1 corporate family rating stems primarily from
uncertainty that its capital structure is sustainable. With
estimated 2014/2015 pro forma leverage of Debt-to-EBITDA in the
low-to-mid 6x range and with enterprise valuations being uncertain
and potentially being at similar multiples, refinancing without a
distressed exchange is questionable, especially as both envelope
converting and commercial printing are in secular decline. Cenveo
is involved in a protracted business and asset portfolio
restructuring aimed at diversifying away from legacy commercial
printing activities, the outcome of which is uncertain. The rating
benefits from the company's ability to generate free cash flow and
from an absence of near term debt maturities, both of which
provide time to complete the business restructuring and preclude a
potential financial restructuring.

Rating Outlook:

The outlook is stable because Cenveo has time to continue its
business restructuring initiatives and because leverage and
coverage are expected to be relatively stable through 2014/2015.

What Could Change the Rating - Up:

Should it be clear that the company is cash flow self-sustainable
and it is likely they'll be able to refinance their debts,
positive ratings actions would be likely.

What Could Change the Rating - Down:

Cenveo's ratings could be downgraded if liquidity and refinance
issues arise in advance of the company's cash flow self-
sufficiency being proven.

Company Profile:

Headquartered in Stamford, Connecticut, Cenveo Corporation, a
wholly-owned subsidiary of Cenveo, Inc. (Cenveo, a publicly traded
holding company), with estimated annual pro forma revenues of
about $2.0 billion, is involved in envelope converting (about 50%
of revenue, pro forma for the recent National Envelope
acquisition), commercial printing and related activities (about
30% of pro forma revenues), labels (about 15% of pro forma
revenues) and packaging (~5% of pro forma revenues).


CHEROKEE SIMEON: Court Rejects Creditor's Bid for Sanctions
-----------------------------------------------------------
Bankruptcy Judge Kevin Gross denied the request of creditor EFG-
Campus Bay LLC to (i) find that Cherokee Simeon Venture I, LLC,
filed for Chapter 11 bankruptcy in "bad faith"; and (ii) to impose
sanctions.  The judge said the request is both procedurally and
substantively deficient.

Judge Gross noted that EFG-Campus Bay never filed a motion.  The
creditor alleges the Debtor filed its bankruptcy petition in bad
faith and that it, EFG-Campus Bay, is entitled to at least
$558,590.03, stating that it has incurred $412,612.41 in legal
fees and costs from the Chapter 11 case and $143,853.78 in
consequential damages.

A copy of Judge Gross' November 12, 2013 Memorandum Opinion is
available at http://is.gd/ZDWDl2from Leagle.com.

                   About Cherokee Simeon

Cherokee Simeon Venture, I, LLC, is an AstraZeneca Plc affiliate
that owns a contaminated former acid-factory site in Richmond,
California.  Cherokee Simeon sought Chapter 11 protection (Bankr.
D. Del. Case No. 12-12913) on Oct. 23, 2012.  Cherokee Simeon
disclosed $33,600,000 in assets and $17,954,851 in debts in its
schedules.  Rafael Xavier Zahralddin-Aravena, Esq., at Elliott
Greenleaf, represents the Debtor.

On May 31, 2013, the Bankruptcy Court dismissed the Debtor's
chapter 11 case.


CHINA JO-JO: Gets 180-Day NASDAQ Listing Compliance Extension
-------------------------------------------------------------
China Jo-Jo Drugstores, Inc. on Nov. 12 disclosed that on
November 6, 2013, it received notification from NASDAQ granting
the Company an additional 180-day period, or until May 5, 2014, to
remain listed on the NASDAQ Capital Market and to regain
compliance with NASDAQ's minimum $1.00 bid price per share rule.

Under NASDAQ Listing Rules, the Company was granted this extension
because it met the continued listing requirement for market value
of publicly held shares and all other applicable NASDAQ listing
requirements, except the bid price requirement.  The Company
provided written notice to NASDAQ of its intention to cure the bid
price deficiency during the second compliance period by affecting
a reverse stock split, if necessary.

The Company will regain compliance with the minimum bid
requirement if at any time prior to May 5, 2014, the bid price for
the Company's common stock closes at $1.00 per share or above for
a minimum of 10 consecutive business days.

If the Company does not regain compliance by the end of this
extension period, it will receive notification from NASDAQ that
its shares are subject to delisting.  At that point, the Company
may then appeal the delisting determination to a NASDAQ Hearings
Panel.

                About China Jo-Jo Drugstores, Inc.

China Jo-Jo Drugstores, Inc., through its subsidiaries and
contractually controlled affiliates, is a retailer and wholesale
distributor of pharmaceutical and other healthcare products in the
People's Republic of China.  As of September 30, 2013, the Company
had 51 retail pharmacies throughout Zhejiang Province and
Shanghai.


COCOPAH NURSERIES: Second Amended Plan Declared Effective
---------------------------------------------------------
Cocopah Nurseries of Arizona, Inc., et al., have notified the
U.S. Bankruptcy Court for the District of Arizona that the
Effective Date of the Debtors' Second Amended Plan of
Reorganization occurred on Nov. 1, 2013.

On Oct. 15, 2013, the Bankruptcy Court entered an order confirming
the Debtors' Second Amended Plan of Reorganization.  A copy of the
Confirmation Order is available at:

    http://bankrupt.com/misc/COCOPAHNURSERIES_plan_order-1.pdf

                     About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.


COLUSA MUSHROOM: Committee's Laywer Not Entitled to Indemnity
-------------------------------------------------------------
Bankruptcy Judge Alan Jaroslovsky denied the request of David
Chandler, former counsel for the Official Creditors' Committee
in the 2005 chapter 11 case of Colusa Mushroom, Inc., for
reimbursement of his legal expenses related to his defense of a
professional negligence lawsuit.

In 2011, Mr. Chandler was sued in state court for professional
negligence by four of the five members of the Creditors' Committee
in their individual capacities.  They alleged Mr. Chandler was
negligent in failing to make sure that the security interest was
properly perfected.  The lawsuit was ultimately dismissed, but Mr.
Chandler incurred $5,000.00 in legal expenses due to the
deductible in his malpractice insurance.  In the guise of a fee
application, Mr. Chandler seeks indemnity from the bankruptcy
estate for this expense.  He cites no statute or case in support
of his application.

The Chapter 7 trustee for Colusa Mushroom, Jeffry Locke, objects.

"The court finds that Chandler has not met his burden of showing
that his legal expenses defending himself from suit by members of
the Creditors Committee advanced the interests of the unsecured
creditors in the case. Moreover, the expenses were not in any way
beneficial toward completion of the case. Accordingly, Chandler
will not be indemnified for them from the bankruptcy estate,"
Judge Jaroslovsky said in a November 11, 2013 Memorandum available
at http://is.gd/6dRo3wfrom Leagle.com.

"The court cannot help noting that while Chandler did not have a
legal duty to make sure that the estate's note was properly
perfected, he was in a position to do so and, had he done just a
little more than was legally required of him, he might well have
saved the estate and his constituency from significant losses.
While his failure to save the estate's bacon is not culpable, the
court finds no injustice in requiring Chandler to bear the
expenses related to his insurance deductible. The court
accordingly doubts that it would allow the expense even if
Chandler had cited some authority in support of its allowance."

Colusa Mushroom, Inc., filed its Chapter 11 petition (Bankr. N.D.
Calif. Case No. 05-12180) on August 22, 2005.  Its plan of
reorganization was confirmed June 29, 2006.  Pursuant to the plan,
the debtor's business was to be sold to Premier Mushrooms, LP.
The debtor's estate was to receive a note for approximately $1.3
million secured by the assets sold to Premier. The note was given,
but the security interest not perfected.  The case was reopened on
March 31, 2011, and converted to Chapter 7 on July 14, 2011.


COOPER-BOOTH: Wants More Exclusivity, Cites Prospective Buyer
-------------------------------------------------------------
Cooper-Booth Wholesale Company, L.P. and its debtor affiliates ask
the court to further extend their exclusive period to file a plan
or plans for an additional 60 days to Jan. 16, 2014, and the
exclusive period to solicit acceptances or rejections by 60 days
to March 17, 2014.

The Debtors believe that if exclusivity is extended, they will be
able to pursue negotiations with their creditors regarding a
consensual plan or plans.

The Debtors say they have signed an indication of interest with a
prospect. They have devoted substantial time in assisting the
prospect perform due diligence which is ongoing.

Counsel to the Debtors, Robert W. Seitzer, Esq., at Maschmeyer
Karalis P.C., in Philadelphia, avers that the conclusion of the
ongoing due diligence with the prospect is necessary in order for
the Debtors and prospect to be able to determine if they will be
able to proceed with a transaction that will allow the Debtors to
file a plan or plans.

JCG Foods LLC, which asserts claims on account of more than
$650,000 of poultry products delivered to the Debtors within
20 days preceding the Petition Date, says the Debtors have, for
many months, promised to pay 11 U.S.C. Sec. 503(b)(9) expenses
upon the anticipated confirmation of the Debtors' plans in January
2014.

JCG says that a central tenant of the Court's Oct. 16, 2013
procedures order regarding Section 503(b)(9) expenses required the
Debtors to file their Chapter 11 plan on or before Nov. 30, 2013,
and have such plan confirmed by Jan. 31, 2014, at which time
Section 503(b)(9) administrative expenses would be paid.

"[The] Debtors' current Motion to extend their exclusivity period,
although not directed solely at Section 503(b)(9) claimants, will
have the effect of causing further delay in the payment of Section
503(b)(9) expenses and/or requiring additional unnecessary
litigation costs, by requiring Section 503(b)(9) claimants to
either seek payment of their claims or wait until well into 2014
to be paid -- an especially distasteful and unfair situation, as
other administrative creditors continue to be paid
contemporaneously as they incur their administrative claims," JCG
says.

Counsel to JCG can be reached at:

         MONTGOMERY, McCRACKEN, WALKER & RHOADS, LLP
         Joseph O'Neil, Jr., Esq.
         123 S. Broad Street
         Philadelphia, PA 19109
         Tel: (215) 772-1500

                   About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  SSG Advisors, LLC, serves as investment
bankers.  Blank Rome LLP represents the Debtor in negotiations
with federal agencies concerning the seizure warrant.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the Official Unsecured Creditors' Committee in
the Chapter 11 case.

Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in
liabilities as of the Chapter 11 filing.  As of the Petition Date,
the Debtors' total consolidated funded senior debt obligations
were approximately $10.7 million and consisted of, among other
things, $7.72 million owing on a revolving line of credit
facility, $2.83 million owing on a line of credit for the purchase
of equipment, and $166,000 due on a corporate VISA Card.  PNC Bank
asserts that a letter of credit facility is secured by all
personal property owned by Wholesale.  Unsecured trade payables
totaled $22.8 million as of May 21, 2013.


CUE & LOPEZ: Charles A. Cuprill Approved as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Cue & Lopez Construction, Inc., to employ Charles
A. Cuprill, P.S.C., Law Offices as its counsel.

As reported in the Troubled Company Reporter on Oct. 21, 2013,
the Debtor has provided the firm a $15,000 retainer, against which
the law firm will bill on the basis of $350 per hour, plus
expenses, for work performed or to be performed by Charles A.
Cuprill-Hernandez, Esq.; $225 per hour for any senior associate;
$150 per hour for junior associates; and $85 per hour for
paralegals.

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.).  The case is assigned to Judge
Brian K. Tester.

The Debtor is represented by Charles Alfred Cuprill, Esq., at
CHARLES A CURPILL, PSC LAW OFFICE, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as its accountant.

The Debtor discloses assets of $12.65 million and liabilities of
$16.66 million.  The Chapter 11 petition was signed by by Frank F.
Cue Garcia, president.


CUE & LOPEZ: Carrasquillo Approved as Financial Consultant
----------------------------------------------------------
Cue & Lopez Construction, Inc., obtained permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ CPA
Luis R. Carrasquillo & Co., P.S.C., as accountant to assist the
Debtor's management in the financial restructuring of its affairs
by providing advice in strategic planning and the preparation of
the Debtor's plan of reorganization, disclosure statement and
business plan, and participating in negotiations with creditors.

As reported in the Troubled Company Reporter on Oct. 21, 2013,
the Debtor retained Carrasquillo on the basis of a $10,000 advance
retainer, against which the firm will bill as per the hourly
billing rates.  CPA Luis R. Carrasquillo Ruiz, a partner at the
firm, will be paid $160 per hour.

San Juan, Puerto Rico-based Cue & Lopez Construction, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 4, 2013
(Case No. 13-08297, Bankr. D.P.R.).  The case is assigned to Judge
Brian K. Tester.

The Debtor is represented by Charles Alfred Cuprill, Esq., at
CHARLES A CURPILL, PSC LAW OFFICE, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as its accountant.

The Debtor discloses assets of $12.65 million and liabilities of
$16.66 million.  The Chapter 11 petition was signed by by Frank F.
Cue Garcia, president.


CULLMAN REGIONAL: Fitch Affirms 'BB+' Rating on $65.1MM Bonds
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following
Health Care Authority of Cullman County bonds issued on behalf of
Cullman Regional Medical Center (CRMC):

-- $65.1 million revenue bonds, series 2009A.

The Rating Outlook is Stable.

Security:

The bonds are supported by a pledge of revenues, mortgage, and
debt service reserve.

Key Rating Drivers:

Improved Operating Performance: The affirmation and outlook
reflect CRMC's improved performance in fiscal 2013 (June 30 year-
end) and through the three-month interim period ended Sept. 30,
2013, which was expected. CRMC produced a much improved 9.1%
operating EBITDA margin in fiscal 2013, ahead of the 5.4%
generated in fiscal 2012.

Healthy Liquidity: CRMC's work to reduce its accounts receivable
(A/R) and improve its cash flow resulted in better unrestricted
liquidity levels, which equaled $37.7 million at Sept. 30 2013.
This equated to 150.1 days of cash on hand (DCOH), a 6.6x cushion
ratio and 57.6% cash to debt. Fitch expects a stable balance sheet
via sustained cash flow and continued receivables management.

Strong Market Position: CRMC's designation as a Sole Community
Hospital (SCH) reflects its solid market position as the only
acute care provider in Cullman County, and allows for strong payor
contracts and enhanced Medicare reimbursement.

Significant Leverage: CRMC remains very leveraged with MADS
equating to a high 6.2% of fiscal 2013 revenues. As calculated by
Fitch, CRMC's coverage of maximum annual debt service (MADS) by
EBITDA was a light 1.8x in fiscal 2013. No additional debt is
expected.

Rating Sensitivities:

Sustained Operating Performance: CRMC is budgeting for steady
performance in 2014, with near breakeven operating results. Steady
cash flow coupled with manageable capital needs should preserve
liquidity, and reduce CRMC's debt burden over the longer term.
Upward rating movement would require that CRMC further strengthen
its liquidity, sustain improved operating results and reduce its
leverage metrics to levels more commensurate with the 'BBB'
category.

Credit Profile:

CRMC is an acute care general hospital with 145 licensed beds (115
beds in service), located in Cullman, AL, which is 50 miles north
of Birmingham. CRMC is designated as a Level III trauma center and
the only provider of interventional cardiology services through an
affiliation agreement with University of Alabama Medical System at
Birmingham (UAB) between Birmingham and Huntsville. Total revenues
were $90.1 million in fiscal 2013.

The hospital covenants to disclose quarterly unaudited (within 60
days) and annual audited financial statements (within 120 days)
including management discussion and analysis by to the Municipal
Securities Rulemaking Board's EMMA System. Fitch believes that
CRMC disclosure practices are very good.

Operating Improvements:

CRMC was successful in meaningful expense reductions in fiscal
2013, reducing total expenses by 3%, against a 1% increase in
total revenues. As a result, CRMC reduced its operating loss to
1.1% (against a 5.2% loss in 2012) and has narrowed that loss
further to 0.7% through the three-month interim period ended Sept.
30, 2013. Much of the improvement resulted from cost reductions,
but also from improved reimbursement from managed care providers
and Medicare as a result of CRMC's market position and sole
provider status.

Good Market Position:

CRMC maintained leading market position in 2013, with over 80%
share of clinical volumes within its primary service area,
identified as the 13 contiguous zip codes surrounding the hospital
(approximately 35 mile radius). Fitch remains concerned about the
generally unfavorable demographic and economic indicators of the
service area, and the impact on bad debt and Medicaid levels,
which remain somewhat high (7.1% and 9.9% of fiscal 2013 gross
patient revenues). However, CRMC's market position has allowed it
to negotiate with payors, providers and suppliers from a position
of strength, and makes CRMC an appealing partner within the
region.

Significant Leverage:

Fitch's primary concern is CRMC's leverage, which remains high.
Debt to EBITDA and debt to capitalization were 6.2x and 60.3%,
respectively, for fiscal 2013, and unfavorable to Fitch's below
'BBB' category medians of 5.7x and 59.6%. Still, no additional
debt is expected, and steady operating cash flow should allow for
debt moderation over the longer term.



DARA BIOSCIENCES: Gets 180-Day NASDAQ Listing Compliance Extension
------------------------------------------------------------------
DARA BioSciences, Inc. on Nov. 12 disclosed that the NASDAQ
Listing Qualifications Staff has granted the company's request for
an additional 180-day period in which to regain compliance with
the minimum $1.00 bid price per share requirement.

The NASDAQ Listing Qualifications Staff's determination to grant
the additional 180-day compliance period was based on the Company
meeting the continued listing requirement for market value of
publicly held shares and all other applicable requirements for
initial listing on the NASDAQ Capital Market, with the exception
of the bid price requirement, and the Company's written notice of
its intention to cure the deficiency during the additional 180-day
compliance period by effecting a reverse stock split, if
necessary.

                   About DARA BioSciences, Inc.

Headquartered in Raleigh, North Carolina, DARA BioSciences Inc. --
http://www.darabio.com-- is an oncology supportive care
pharmaceutical company dedicated to providing healthcare
professionals a synergistic portfolio of medicines to help cancer
patients adhere to their therapy and manage side effects arising
from their cancer treatments.


DEAN FOODS: Fitch Assigns 'BB'- IDR & Unsecured Notes Ratings
-------------------------------------------------------------
Dean Foods Co. (Dean-NYSE:DF) announced the commencement of a cash
tender offer for up to $400 million combined aggregate principal
amount of its 9.75% senior unsecured notes due Dec. 15, 2018 and
7% senior unsecured notes due June 1, 2016. The firm
simultaneously announced that its Board of Directors has adopted a
new dividend policy and an increase in its share authorization
program.

At Sept. 30, 2013, Dean had approximately $1 billion of total debt
and $361 million of cash. Dean's current ratings can be found at
the end of this release.

Cash Tender Offer:

The tender offer will be funded with existing cash and borrowings
under Dean's undrawn $750 million secured revolver that expires on
July 2, 2018. Holders of the notes are eligible to receive a total
consideration that includes an early tender premium of $30 per
$1,000 principal amount of notes if tendered and accepted on Nov.
26, 2013. The tender offer expires on Dec. 10, 2013, unless
extended.

Dividends and Share Repurchases:

In addition to the tender offer and a corresponding consent
solicitation with respect to the 2018 notes, Dean adopted a new
dividend policy and increased its share repurchase authorization
to $300 million. The firm expects to begin paying a $0.07 per
share quarterly dividend the first quarter of 2014 while share
buybacks will be opportunistic. Based on shares outstanding at
Sept. 30, 2013, dividend payments will total roughly $27 million
but should be mainly offset by interest savings associated with up
to $400 million of debt reduction.

No Immediate Rating Implications:

Fitch views further debt reduction positively given Dean's low
margins, volatile operating earnings, and limited diversification.
However, the transaction is neutral to ratings due to Dean's
currently weak operating performance and continued fundamental
challenges faced by the fluid milk industry which has excess
capacity and is experiencing volume pressures.

During the first nine months of 2013, net sales from continuing
operations fell 1.4% to $2.2 billion. The decline was due to lower
volumes that were only partially offset by the pass-through of
higher dairy commodity costs. Gross margin declined to 21% from
23.2% and operating margin fell to 1.5% from 3.3% during the
comparable nine-month period of 2012.

Dean continues to make progress rationalizing its business, as the
firm has closed seven of up to 12 plants targeted by the middle of
2014. However, the benefit of reduced distribution and SG&A
savings is lagging current volume declines.

For the latest 12 months (LTM) period ended Sept. 30, 2013, total
debt-to-operating EBITDA was approximately 2.5x. Fitch estimates
that Dean would have $700 million-$800 million of debt if it
redeems all $400 million of its notes, resulting in pro forma
total debt-to-operating EBITDA of between 1.7x and 2.0x.

Ratings reflect Fitch's view that Dean can generate $400 million -
$450 million of EBITDA on a normalized basis. Prior to the
initiation of its common dividend, Fitch expected the firm to
generate an average free cash flow (FCF) of about $100 million
annually beginning in 2014. Dean expects to generate $391 million
- $400 million of adjusted EBITDA and $100 million of adjusted FCF
in 2013.

Dean's current ratings are as follows:

Dean Foods Company (Parent)

-- Issuer Default Rating (IDR) 'BB-';
-- Secured bank credit facility 'BB+';
-- 7.0% senior unsecured notes due June 1, 2016 'BB-';
-- 9.75% senior unsecured notes due Dec. 15, 2018 'BB-'.

Dean Holding Company (Operating Subsidiary)

-- IDR 'BB-';
-- 6.9% senior unsecured notes due Oct. 15, 2017 'BB-'.

The Rating Outlook is Stable.


DESIGNER FURNITURE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Designer Furniture Warehouse, LLC
           aka DFW
           aka DFW Furniture
        2541 Westbelt Drive
        Columbus, OH 43228

Case No.: 13-59015

Chapter 11 Petition Date: November 13, 2013

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: Hon. Kathryn Preston

Debtor's Counsel: Matthew Fisher, Esq.
                  ALLEN, KUEHNLE STOVALL & NEUMAN LLP
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  Email: fisher@aksnlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Charles L. Kidder, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohsb13-59015.pdf


DETROIT, MI: State Board Approves 30-Year Belle Isle Lease
----------------------------------------------------------
Reuters reported that a Michigan emergency loan board on Nov. 12
approved a plan for the state of Michigan to lease Belle Isle park
from Detroit for 30 years, with possible extensions up to 60
years, rejecting a competing plan from Detroit's city council that
would have limited the initial lease period to 10 years.

According to the report, the three-member panel, which was
appointed by Michigan Governor Rick Snyder, unanimously approved
the lease, which is for 30 years with two optional 15-year
renewals. The state also has said it will spend up to $20 million
to improve facilities on the island park in the Detroit River in
the first 18 to 36 months of its management, which will begin in
90 days.

Michigan Governor Rick Snyder, Detroit Emergency Manager Kevyn Orr
and other state officials signed the agreement last month over
objections from the Detroit City Council, which had proposed a
lease of 10 years, with two 10-year renewals, the report related.

The state said it hopes to finance the improvements through
grants, bonds and private donations, and the longer lease will be
helpful in seeking funding for the upgrades to the island's public
facilities, it said, the report further related.

"One of the key terms involved with this was the financing terms
and the time involved as was stated," said Bill Nowling, Orr's
spokesman, the report cited.  "We think that 30 years is important
to get all the financing in place so that we can get the
improvements in place over time. Ten years is just too short of a
time to do that."

                   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.


DEVONSHIRE PGA: Alvarez & Marsal Approved to Provide CRO
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Devonshire PGA Holdings, LLC, et al., to employ Alvarez & Marsal
Healthcare Industry Group, LLC to provide the Debtors a chief
restructuring officer and certain additional personnel; and
designate Paul Rundell as chief restructuring officer.

As reported in the Troubled Company Reporter on Oct. 11, 2013, Mr.
Rundell and the Additional Personnel are expected to:

   (a) perform a financial review of the company, including but
       not limited to a review and assessment of financial
       information provided by the company to its creditors,
       including without limitation its short and long-term
       projected cash flows and operating performance;

   (b) assist the company's engaged professionals in developing
       for the managers' review possible restructuring plans in
       strategic alternatives for maximizing the enterprise value
       of the company's various business lines; and

   (c) perform other services as requested or directed by the
       managers or the owner managers on the managers' behalf or
       other company personnel as authorized by the responsible
       representatives, and agreed by Alvarez & Marsal that is
       not duplicative of work others are performing for the
       company.

Mr. Rundell will serve as the principal contact with the company's
creditors with respect to the company's financial and operational
matters.

Alvarez & Marsal will be paid at these hourly rates:

       Managing Director         $650-$850
       Director                  $450-$650
       Associate/Consultant      $350-$450
       Analyst                   $250-$350

Mr. Rundell, managing director at Alvarez & Marsal, will charge
$650 per hour and will have primary responsibility for overseeing
the services to be rendered to the company under the engagement
letter.  Alvarez & Marsal will charge normal and customary rates,
with 20% discount on fees and with a cap on monthly fees of
$100,000.

Alvarez & Marsal will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Alvarez & Marsal received $75,000 as a retainer in connection with
the preparation and filing of the Chapter 11 cases.  In the 90
days prior to the petition date, Alvarez & Marsal received
retainers and payments totaling $75,000 in the aggregate for
services performed for the Debtors.  Alvarez & Marsal applied
these funds to amounts due for services rendered and expenses
incurred prior to the petition date, leaving a remaining retainer
balance of $9,063.71, which will continue to remain outstanding
through the Chapter 11 cases.

Mr. Rundell 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 Devonshire PGA Holdings

Operators of assisted living facilities, led by Devonshire PGA
Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy
Court in Wilmington, Delaware on Sept. 19, 2013.

Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457)
has estimated liabilities of between $100 million and $500
million, and assets of up to $10 million.  Chatsworth PGA
Properties provides assisted living services for the elderly.  It
also offers nursing and dementia care.

Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an
assisted-living facility in Florida, and based in Palm Beach
Gardens, estimated under $50,000 in assets and up to $50 million
in debts.  Another entity, Devonshire at PGA National LLC,
estimated more than $100 million in both assets and debt.

The Debtors are represented by M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, as counsel.  Epiq Bankruptcy
Solutions, LLC, serves as claims agent, and as administrative
advisor for the Debtors.  Alvarez & Marsal Healthcare Industry
Group, LLC, serves as restructuring advisors, and Alvarez's Paul
Rundell serves as Chief Restructuring Officer.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


DEVONSHIRE PGA: Epiq Bankruptcy Okayed as Administrative Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Devonshire PGA Holdings, LLC, et al., to employ Epiq
Bankruptcy Solutions, LLC, as administrative advisor.

As reported in the Troubled Company Reporter on Oct. 11, 2013,
Kathryn Mailloux attests that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code.

The firm will, among other things, provide these services:

   a. assisting with, among other things, solicitation, balloting
      and tabulation and calculation of votes, as well as
      preparing any appropriate reports, as required in
      furtherance of confirmation of plan(s) of reorganization;

   b. generating an official ballot certification and testifying,
      if necessary, in support of the ballot tabulations results;
      and

   c. gathering data in conjunction with the preparation, and
      assisting with the preparation of the Debtors' schedules of
      assets and liabilities and statement of financial affairs.

Epiq will receive a $15,000 retainer that maybe held by the firm
as security for the company's payment obligations under the
agreement.

                   About Devonshire PGA Holdings

Operators of assisted living facilities, led by Devonshire PGA
Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy
Court in Wilmington, Delaware on Sept. 19, 2013.

Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457)
has estimated liabilities of between $100 million and $500
million, and assets of up to $10 million.  Chatsworth PGA
Properties provides assisted living services for the elderly.  It
also offers nursing and dementia care.

Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an
assisted-living facility in Florida, and based in Palm Beach
Gardens, estimated under $50,000 in assets and up to $50 million
in debts.  Another entity, Devonshire at PGA National LLC,
estimated more than $100 million in both assets and debt.

The Debtors are represented by M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, as counsel.  Epiq Bankruptcy
Solutions, LLC, serves as claims agent, and as administrative
advisor for the Debtors.  Alvarez & Marsal Healthcare Industry
Group, LLC, serves as restructuring advisors, and Alvarez's Paul
Rundell serves as Chief Restructuring Officer.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


DEVONSHIRE PGA: Files Amended Schedules of Assets & Liabilities
---------------------------------------------------------------
Devonshire PGA Holdings, LLC, filed with the Bankruptcy Court
amended schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                $4,984
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $81,338
                                 -----------      -----------
        TOTAL                         $4,984          $81,338

In its original schedules, the Debtor disclosed $4,984 in assets
and $3,171,158 in liabilities.

Copies of the schedules are available for free at:

     http://bankrupt.com/misc/DEVONSHIRE_PGA_sal.pdf
     http://bankrupt.com/misc/DEVONSHIRE_PGA_sal_amended.pdf

                   About Devonshire PGA Holdings

Operators of assisted living facilities, led by Devonshire PGA
Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy
Court in Wilmington, Delaware on Sept. 19, 2013.

Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457)
has estimated liabilities of between $100 million and $500
million, and assets of up to $10 million.  Chatsworth PGA
Properties provides assisted living services for the elderly.  It
also offers nursing and dementia care.

Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an
assisted-living facility in Florida, and based in Palm Beach
Gardens, estimated under $50,000 in assets and up to $50 million
in debts.  Another entity, Devonshire at PGA National LLC,
estimated more than $100 million in both assets and debt.

The Debtors are represented by M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, as counsel.  Epiq Bankruptcy
Solutions, LLC, serves as claims agent, and as administrative
advisor for the Debtors.  Alvarez & Marsal Healthcare Industry
Group, LLC, serves as restructuring advisors, and Alvarez's Paul
Rundell serves as Chief Restructuring Officer.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


DEVONSHIRE PGA: May Assume Restructuring Deal With Lender ELP West
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Devonshire PGA Holdings, LLC, et al., to assume the restructuring,
lockup and plan support agreement, dated as of Sept. 17, 2013,
entered among the Debtors and ELP West Palm, LLC as senior lender.

As reported in the Troubled Company Reporter on Oct. 8, 2013, the
Debtors' counsel, M. Blake Cleary, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware, stated, "The RSA is the
lynchpin of the Debtors' consensual restructuring.  The RSA is the
result of negotiations between the Debtors and the only parties
entitled to vote on the Joint Chapter 11 Plan of Reorganization of
Devonshire PGA Holdings, LLC and its Subsidiaries, ELP, the senior
creditor of the Operating Debtors and HJSI Devonshire II, LLC, the
holder of the secured claim against Holdings and the sole member
of Holdings as a result of a foreclosure sale on September 12,
2013.  The RSA serves as the roadmap for the Debtors' efficient,
expeditious, and successful emergence from chapter 11.  The RSA
has been made possible by the Debtors' and their primary
stakeholders' collective realization that the company is in need
of a comprehensive restructuring and a chapter 11 without a
consensual deal risks erosion of the value of the estates."

Pursuant to the Plan, which incorporates the terms of the RSA, the
only classes entitled to vote thereon are ELP and HJSI-II.  All of
each Debtors' other valid creditors will be paid in full.

According to Mr. Cleary, both the Debtors and their secured
lenders feared that a free-fall into bankruptcy would disrupt the
expectations of the Debtors' residents and hamper the prospects
for a successful reorganization.  Instead, the Parties negotiated
the RSA because it maximizes the opportunity to capture the value
of the Debtors' business with minimal disruption to the Debtors'
residents and creditors, Mr. Cleary tells the Court.  The
collective goal of the Parties is that the Debtors can effectuate
a financial restructuring with virtually no impact on day-to-day
operations.

A full-text copy of the Agreement is available for free at:

           http://bankrupt.com/misc/DEVONSHIRErsa0917.pdf

                   About Devonshire PGA Holdings

Operators of assisted living facilities, led by Devonshire PGA
Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy
Court in Wilmington, Delaware on Sept. 19, 2013.

Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457)
has estimated liabilities of between $100 million and $500
million, and assets of up to $10 million.  Chatsworth PGA
Properties provides assisted living services for the elderly.  It
also offers nursing and dementia care.

Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an
assisted-living facility in Florida, and based in Palm Beach
Gardens, estimated under $50,000 in assets and up to $50 million
in debts.  Another entity, Devonshire at PGA National LLC,
estimated more than $100 million in both assets and debt.

The Debtors are represented by M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, as counsel.  Epiq Bankruptcy
Solutions, LLC, serves as claims agent, and as administrative
advisor for the Debtors.  Alvarez & Marsal Healthcare Industry
Group, LLC, serves as restructuring advisors, and Alvarez's Paul
Rundell serves as Chief Restructuring Officer.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


EASTMAN KODAK: Posts Adjusted Loss after Bankruptcy Exit
--------------------------------------------------------
Reuters reported that Eastman Kodak Co, the once mighty
photography pioneer that emerged from bankruptcy protection in
September, reported a quarterly loss of $155 million after
stripping off reorganization items and discontinued operations.

According to the report, Kodak said it adopted fresh-start
accounting and provided separate figures for the month, which was
a loss of $18 million.

The company, which invented the digital camera, reported revenue
of $563 million and a profit of $1.99 billion for the third
quarter, the report said.

Kodak said it had $839 million in cash and debt of $679 million as
of Sept. 30, the report added.

The company is focusing on commercial products such as high-speed
digital printing technology and printing on flexible packaging for
consumer goods, the report noted.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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

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

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


EDISON MISSION: NRG Acquisition Expected to Close in 1st Qtr. 2014
------------------------------------------------------------------
NRG Energy, Inc. on Nov. 12 disclosed that on October 18, 2013,
the Company entered into an agreement with Edison Mission Energy,
certain of its owners and other stakeholders to acquire
substantially all of EME's assets for $2,635 million, including
$1,063 million of cash on hand.  Upon closing, this transaction
would add approximately 8,000 MW of generation assets, including
1,600 MW of long-term, fully contracted assets eligible for future
drop down to NRG Yield.  The transaction is subject to various
approvals, including the approval of the United States Bankruptcy
Court for the Northern District of Illinois. Assuming all
conditions are met, the transaction is expected to close in the
first quarter of 2014.

                       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.


E.W. SCRIPPS: Moody's Assigns Ba2 CFR & Rates First Lien Debt Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating
(CFR) and a Ba2-PD Probability of Default Rating (PDR) to The E.W.
Scripps Company. Moody's also assigned Ba2 to the company's
proposed 1st lien credit facilities consisting of a $75 million
senior secured revolver and a $200 million senior secured term
loan. Most of the proceeds from the new facility are expected to
fund the refinancing of $184.2 million of existing debt and
transaction related fees. An SGL-1 Speculative Grade Liquidity
(SGL) Rating was also assigned and the rating outlook is stable.

Assignments:

Issuer: The E.W. Scripps Company

Corporate Family Rating: Assigned Ba2

Probability of Default Rating: Assigned Ba2-PD

NEW $75 million 1st Lien Senior Secured Revolver: Assigned Ba2,
LGD3 -- 40%

NEW $200 million 1st Lien Senior Secured Term Loan: Assigned Ba2,
LGD3 -- 40%

Speculative Grade Liquidity Rating: SGL -- 1

Outlook Actions:

Issuer: The E.W. Scripps Company

Outlook is Stable

Ratings Rationale:

The Ba2 Corporate Family Rating reflects E.W. Scripps' moderately
high debt-to-EBITDA of 3.2x (two year average including Moody's
standard adjustments, 1.2x net debt-to-EBITDA) and a minimum of
low double digit percentage free cash flow-to-debt ratios pro
forma for the proposed refinancing. Good revenue growth for
television operations and improving segment EBITDA margins support
debt ratings and offset declines in ad revenues for newspaper
operations with segment EBITDA margins below its publishing peers.
Television operations account for more than 50% of revenues and
more than 80% of segment EBITDA, over two consecutive years, with
above average annual volatility due to significant political
advertising demand in election years. Although most of the
company's television stations rank #3 or lower in their markets
with a concentration of ABC affiliations, debt ratings are
supported by their geographic diversification across 13 locations,
primarily in the 40 largest U.S. markets. In addition, the
company's local news programs capture leading ratings with eight
markets being recently ranked #1 or #2 for news. Newspaper
operations consist of community publications in 13 mid-sized
markets, and, similar to its peers, newspaper revenues have
suffered from secular declines in print advertising demand
contributing to segment EBITDA margins of less than 7% and
limiting free cash flow contributions. Moody's believes the
company will need to focus on further cost reductions to
compensate for expected declines in print advertising demand which
will be challenging given management's strategy to invest in the
development of digital products (certain unallocated expenses
related to online and mobile initiatives are currently segregated
to shared services). Risks related to the potential for newspaper
operations to suffer extended periods of declining EBITDA and
uncertain free cash flow generation are partially mitigated by the
company's history of divesting or shutting down underperforming
newspapers.

The company is controlled by family members of E.W. Scripps and
the ratings are supported by management's adherence to good
financial policies including moderate leverage and strong
liquidity. Unrestricted cash balances exceed $200 million and
consolidated free cash flow generation exceeds 10% of debt
balances. In addition to acceptable leverage, Moody's believes
strong liquidity is important to the rating to provide a cushion
in the event of an acceleration in declining newspaper ad demand
and to support the company's production of original non-scripted
television programming as well as meaningful investments in
digital strategies including the development of roughly 100
digital sales staff to be hired over the course of 2013.

The stable outlook reflects Moody's expectation that core, non-
political television advertising revenues will grow in the low
single digit percentage range over the next 12 months supplemented
by significant increases in political revenues in the second half
of 2014. The outlook also incorporates low to mid single-digit
percentage declines in newspaper revenues reflecting secular
weakness in print ad demand. Moody's expects combined television
and newspaper revenues to decrease by 9% to 11% in FY2013 followed
by a rebound in 2014 due largely to election year demand for
television political advertising. The outlook also reflects
Moody's expectation that 2-year average debt-to-EBITDA leverage
will increase by up to 0.3x turns at FYE2014 reflecting the
rolling off of record level political revenues in the second half
of 2012, which Moody's believes will not be matched in 2014.
Despite the potential for additional share buybacks, Moody's
expects E.W. Scripps to maintain strong liquidity over the next 12
months which provides flexibility to execute management's
broadcasting and newspaper operating strategies, invest in
television programming and digital products, and manage unforeseen
capital needs. The outlook does not incorporate debt financed
acquisitions nor other leveraging events, consistent with
management's track record of maintaining moderate gross leverage
and strong liquidity.

Ratings could be downgraded if operating weakness in one or more
markets, debt funded acquisitions, or cash distributions lead to
2-year average debt-to-EBITDA ratios being sustained above 3.75x
(including Moody's standard adjustments) or 2-year average free
cash flow-to-debt ratios falling below the mid single digit
percentage range. Ratings could also be downgraded if negative
trends in newspaper operations lead Moody's to believe that
segment EBITDA margins will fall below 3% with an adverse impact
on segment free cash flow. Failure to maintain at least good
liquidity to absorb a cyclical downturn in advertising demand
could also result in a downgrade. The company's newspaper exposure
and concentration of ABC affiliated stations constrain ratings;
however, ratings could be upgraded if Moody's is assured that
financial policies will remain prudent to support continued
investments in programming and digital products including
sustaining 2-year average debt-to-EBITDA ratios comfortably below
3.0x (including Moody's standard adjustments) and minimum 2-year
average free cash flow-to-debt ratios in the mid double digit
percentage range. Moody's would also need to be assured that
newspapers operations will be stable with expectations for
consistent segment EBITDA generation and positive segment free
cash flow.

Headquartered in Cincinnati, OH and founded in 1878, The E.W.
Scripps Company owns broadcasting (83% of segment EBITDA for LTM
September 2013) and newspaper (17% of segment EBITDA) operations
consisting of 19 television stations (10 ABC affiliates, 3 NBC,
one independent, and 5 Azteca) covering 13% of U.S. households and
13 daily community newspapers. Operations also include the Scripps
Howard News Service in Washington, D.C. and United Media which
provides the syndication of select news features and comics. The
company is publicly traded with the Scripps family controlling
effectively all voting rights and 44% economic interest with
remaining shares being widely held. Revenues totaled $856 million
for the 12 months ended September 30, 2013.


EDISON MISSION: Chevron Appeals Second Loss on Kern River Venture
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chevron Corp. must achieve victories in federal
district court to keep alive hope of buying out the 50 percent
ownership of two co-generation plants held by subsidiaries of
bankrupt independent power producer Edison Mission Energy.

According to the report, through subsidiaries, Chevron and EME
each hold 50 percent joint venture interests in plants in the Kern
River oil field near Bakersfield, California, producing
electricity and steam Chevron uses to increase oil output from the
wells.

On Nov. 12, Chevron filed a second appeal from decisions made by
the bankruptcy judge in Chicago in favor of EME.

Last year, EME rejected Chevron's offer to buy out EME's interest
in the two plants and four others for $82.5 million.  Chevron
argued that EME's bankruptcy filing in December was an event of
default entitling it to purchase EME's interest in the two plants
for half of book value, about $42.5 million.

Chevron's first loss occurred in January when the bankruptcy judge
found no reason to modify the so-called automatic stay to permit
termination of EME interests in the projects. Chevron's appeal is
outstanding before a U.S. district judge.

EME then turned to the process known as assumption of an executory
contract. The procedure culminated on Nov. 6 when the bankruptcy
judge signed an order giving EME permission to perform and be
bound by the unfinished joint venture as though there were no
bankruptcy.

On Nov. 12, Chevron appealed the Nov. 6 order.

Along the way, U.S. Bankruptcy Judge Jacqueline P. Cox wrote an
opinion in September rejecting Chevron's arguments and allowing
EME to continue the contracts. In her opinion, she said they are
profitable and have thrown off millions of income for the joint
venture partners.

Chevron's new appeal may raise the sometimes tricky question of
whether a bankrupt can assume a partnership agreement, Mr.
Rochelle said.

EME's $1.2 billion in 7 percent senior unsecured notes maturing in
2017 traded at 12:38 p.m. on Nov. 12 for 75 cents on the dollar,
up 43 percent from immediately before bankruptcy, according to
Trace, the bond-price reporting system of the Financial Industry
Regulatory Authority.

                       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.


EARL SIMMONS: Rapper DMX's Bankruptcy Dismissed for Third Time
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that rapper Earl Simmons, known on stage as DMX or Dark
Man X, had his third bankruptcy dismissed on Nov. 12, just like
the two that preceded.

According to the report, Simmons filed for Chapter 11 protection
in July, owing more than $1.3 million in child support.

The U.S. Trustee implored U.S. Bankruptcy Judge Robert Drain to
dismiss the new reorganization attempt, reciting how Simmons
didn't show up at his required meeting of creditors, didn't have
proof of insurance, didn't turn over tax returns, and made
inconsistent representations about his income and assets.

Judge Drain, in White Plains, New York, said Simmons failed "to
comply with numerous basic requirements" in the new bankruptcy and
also in his prior cases.

The judge barred Simmons from filing for bankruptcy for 18 months.
Judge Drain said Simmons didn't object to dismissal.

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

                           About DMX

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

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


EIG INVESTORS: Moody's Revises First Lien Debt Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service affirmed EIG Investors Corp.'s B2
corporate family rating (CFR) and revised its Probability of
Default rating to B3-PD, from B2-PD, and the rating for its first
lien credit facilities to B2, from B1. The downward rating
adjustments reflect revised changes to EIG's pro forma capital
structure. EIG plans to repay $315 million of second lien term
loans using the net proceeds from a new $150 million add-on first
lien term loan and a portion of the proceeds from the initial
public offering (IPO) of common stock by its parent, the Endurance
International Group, Inc. Moody's maintained EIG's stable ratings
outlook and its SGL-3 speculative grade liquidity rating. The Caa1
rating for the second lien credit facility will be withdrawn upon
full repayment of the loans.

The reduction in debt under the proposed transactions is slightly
higher than the amount the company previously indicated after the
completion of the IPO. Moody's now expects EIG's leverage (total
debt, including up to $126 million of deferred consideration for
acquisitions, to 2013 estimated cash flow from operations plus
interest expense, excluding certain non-recurring expenses) to
reduce to 6.0x, compared to the 6.3x it had previously expected.
As part of the amendment to its credit agreement, EIG plans to
upsize its revolving credit facility by $40 million to $125
million and reduce the pricing on its first lien term loans. If
successful, EIG's liquidity will be augmented by at least $8
million in annual interest expense savings and increased revolver
capacity.

Ratings Rationale:

The affirmation of EIG's B2 CFR reflects Moody's expectations that
EIG's leverage, while likely to trend down through EBITDA growth,
will remain high near 5x by the end of 2014. The B2 CFR
additionally reflects EIG's aggressive financial policies and the
intensely competitive domain name and web hosting services
industry. Although the industry has very good revenue growth
prospects, it is characterized by low barriers to entry, modest
pricing power for basic products, and low attach rates for add-on
services that result in low average revenue per subscriber (ARPS).

The B2 CFR is supported by EIG's enhanced scale, which has
primarily resulted from acquisitions, and its leading market
position in the U.S. web hosting market through its multiple
brands. The rating is further supported by EIG's predictable
revenues derived from a highly diversified customer base with low
revenue attrition rates, and Moody's expectations that EIG should
generate free cash flow of about 10% of total adjusted debt in
2014.

In accordance with its Loss Given Default methodology, Moody's
downgraded the rating for EIG's first lien credit facility to
reflect the elimination of junior debt in the capital structure.

The SGL-3 rating reflects Moody's expectations that EIG will
maintain adequate liquidity over the next 12 to 15 months.

Moody's could upgrade EIG's ratings if the company maintains good
organic revenue growth and demonstrates commitment to balanced
financial policies. EIG's ratings could be raised if Moody's
believes that the company could sustain free cash flow in the high
single digit percentages of total debt and leverage below 5x
(total debt/Cash flow from operations plus interest expense,
Moody's adjusted).

Conversely, Moody's could downgrade EIG's ratings if free cash
flow falls short of expectations due to operational challenges,
increase in customer churn rates, weak organic subscriber growth,
or challenges in business execution. Specifically, EIG's ratings
could be downgraded the company is unlikely to maintain leverage
(total debt/Cash flow from operations plus Interest Expense,
Moody's adjusted) below 6.5x and free cash flow falls below 5% of
total debt for a protracted period of time.

Moody's has taken the following ratings actions:

Issuer: EIG Investors Corp.

  Corporate Family Rating -- B2, Affirmed

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

  $125 million (to be upsized from $85 million) senior secured
  revolving credit facility due 2019 -- Downgraded to B2, LGD3
  (35%), from B1, LGD3 (40%)

  $1,034 million (to be upsized from $884 million) senior secured
  1st lien term loan facility due 2019 -- Downgraded to B2, LGD3
  (35%), from B1, LGD3 (40%)

  $315 million senior secured 2nd lien term loan facility due 2020
  -- To be withdrawn, Caa1, LGD6 (91%).

  Speculative Grade Liquidity Rating -- SGL-3, Affirmed

  Outlook: Stable

Headquartered in Burlington, MA, EIG is a leading provider of web
hosting and other online services primarily to small and medium
size businesses. Private equity firms Warburg Pincus and Goldman
Sachs Capital Partners own majority interest in the Endurance
International Group, Inc.


EL CENTRO MOTORS: Court Closes Chapter 11 Reorganization Case
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
entered a final decree closing the Chapter 11 case of El Centro
Motors effective Oct. 7, 2013.

As reported in the Troubled Company Reporter on Sept. 23, 2013,
Martin J. Brill, Esq., at Levene, Neale, Bender, Yoo & Brill
L.L.P., on behalf of the Reorganized Debtor, explained that
pursuant to the Plan, among other things:

   -- the CVB refinanced loan has closed, the New Value Investment
      has been made, and the Nesselhauf Settlement Payment has
      been made;

   -- the Reorganized Debtor has received Plan Funds, and has
      made the initial distribution; and

   -- the Plan has taken effect and the Reorganized Debtor
      has resolved any outstanding claim disputes.

As reported in the TCR, Judge Peter Bowie confirmed on June 19,
2013, the Second Amended Reorganization Plan of the Debtor after
finding that the Plan satisfied the confirmation requirements
under Section 1129 of the Bankruptcy Code.  The Modified Plan
disclosed that on May 3, 2013, the Debtor, Dealer Computer
Services, Inc., and Community Valley Bank, among other parties,
conducted a mediation of their disputes related to the Debtor's
Plan.  The mediation resulted in a settlement of disputes, which
results in modifications to the treatment of Class 4 and 5 claims
under the Plan.

A full-text copy of the Modified Second Amended Plan dated May 30,
2013, is available for free at:

   http://bankrupt.com/misc/ELCENTROMOTORS_2ndAmdPlanFeb28.PDF

Martin J. Brill, Esq., and Krikor J. Meshfejian, Esq., at LEVENE,
NEALE, BENDER, YOO & BRILL L.L.P., in Los Angeles, California,
represent the Debtor.

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-03860) on
March 21, 2012, estimating $10 million to $50 million in assets
and debts.  Chief Judge Peter W. Bowie presides over the case.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.

The Debtor disclosed at least $8,332,571 in total assets and
$19,624,057 liabilities as of the Chapter 11 filing.


EASTMAN KODAK: September Net Loss at $18 Million
------------------------------------------------
Eastman Kodak Company on Nov. 12 reported net income for the third
quarter of $1.99 billion (combining net income for the period
July 1, 2013, through Aug. 31, 2013, of the "predecessor" company
of $2.01 billion, and net loss for the period Sept. 1, 2013,
through Sept. 30, 2013, of the "successor" company of
$18 million).  Excluding reorganization items and discontinued
operations, the net loss for the third quarter of 2013 was
$155 million.

Third-quarter Operational EBITDA was $30 million, excluding the
recognition of $27 million in non-cash inventory and deferred
revenue adjustments from fresh-start accounting.  Effective
September 1, 2013, Kodak adopted fresh-start accounting upon its
emergence from bankruptcy.

As of Sept. 30, the company's financial position reflected
approximately $839 million of cash and cash equivalents and debt
of $679 million (a reduction of $1.44 billion from Dec. 31, 2012).
During the quarter, selling, general & administrative expenses
declined to $93 million from $148 million in the prior-year
quarter.

"We are pleased with our progress on earnings this quarter, with
Operational EBITDA on track with expectations.  Further, our
customers are telling us they are impressed with our technologies,
and increasingly ready to adopt and apply our solutions to help
grow their businesses," said Kodak Chief Executive Officer Antonio
M. Perez.  "Our strengths in imaging for business markets,
including packaging, functional printing, graphic communications
and professional services, position us well to move forward on our
strategy with increasing momentum."

                    Kodak Reporting Structure

Kodak offers high-quality, cost-effective products and services to
the commercial imaging industry.  The company's portfolio of
products and services meets two distinct needs for its customers:
transforming large printing markets with digital offset, digital
print and hybrid solutions; and commercializing new solutions for
high-growth markets that build on the company's developed
technologies and proprietary intellectual property.  Kodak
operates the Commercial Imaging portfolio as two business
segments: Graphics, Entertainment & Commercial Films (GECF) and
Digital Printing & Enterprise (DP&E).

Graphics, Entertainment & Commercial Films (GECF): The GECF
segment consists of the Graphics and Entertainment Imaging &
Commercial Films groups, as well as Kodak's intellectual property
and brand licensing activities.

3Q13 vs. 3Q12 discussion - The decrease in the GECF segment net
sales for the third quarter was primarily due to lower demand for
digital plates within Graphics, and lower demand for motion
picture film within Entertainment Imaging & Commercial Films.
Also contributing to the decline was unfavorable price/mix within
Graphics due to industry pricing pressures.  Partially offsetting
these declines was favorable product price/mix within
Entertainment Imaging & Commercial Films due to pricing actions
impacting the current-year quarter.

The change in the GECF segment gross profit for the third quarter
was primarily driven by the Entertainment Imaging & Commercial
Films pricing actions, and strong manufacturing productivity and
other cost improvements in Graphics.  Partially offsetting these
improvements was unfavorable product price/mix within Graphics due
to industry pricing pressures. Inventory revaluation due to fresh-
start accounting had a $12 million negative impact on segment
gross profit in the quarter.

In the Graphics business, a large number of customers continued to
convert to KODAK SONORA Process Free Plates, which provide cost
savings and production efficiencies.  SONORA Plates also enable
printers to improve their sustainability profile by eliminating
the use of processing chemistry.

Digital Printing & Enterprise (DP&E): The DP&E segment consists of
four product/service groups, Digital Printing Solutions, Packaging
and Functional Printing, Enterprise Services and Solutions, and
Consumer Inkjet Systems.

3Q13 vs. 3Q12 discussion - The decrease in net sales for the DP&E
segment for the third quarter was primarily attributable to volume
declines within Consumer Inkjet Systems, driven by the
discontinuance of printer sales, and lower sales of ink to the
existing installed base of printers.  Partially offsetting these
declines were volume improvements within Digital Printing driven
by a larger number of placements of commercial inkjet components.

In the DP&E segment, customers around the world continued to
invest in KODAK PROSPER Solutions, including the U.K.'s largest
order to date for PROSPER S30 Imprinting Systems.

The increase in the DP&E segment gross profit for the third
quarter was primarily due to favorable price/mix within Consumer
Inkjet Systems due to a greater proportion of consumer ink sales,
and within Digital Printing due to favorable mix due to higher
component placements in the current-year period.  Partially
offsetting these improvements were increased cost of goods sold
within Consumer Inkjet Systems due to the revaluation of inventory
related to fresh-start accounting.  Inventory revaluation due to
fresh-start accounting had a $14 million negative impact on
segment gross profit in the quarter.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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

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

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


EMERITO ESTRADA: May Employ Albert Tamarez as Accountant
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
authorized Emerito Estrada Rivera Isuzu De P.R., Inc. to employ
Albert Tamarez Vasquez, CPA as its accountant.

The Court sided with the position of Guy G. Gebhardt, the Acting
U.S. Trustee for Region 21, regarding the Debtor's application for
post facto approval of the employment.  The U.S. Trustee had
argued the Debtor failed to show the existence of extraordinary
circumstances which would warrant the retroactive approval to
June 14, 2013.

The Court said the effective date will be the date of filing the
application.

As reported in the Troubled Company Reporter on Oct. 14, 2013, the
firm will be paid for its services based on these terms:

   a) $150 per hour of service rendered by Albert Tamarez
      Vasquez, CPA;

   b) $100 per hour of services rendered by CPA supervisor; and

   c) $65 per hour of service rendered by staff accountant.

                      About Emerito Estrada

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

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


EMPRESAS INTEREX: Agreement on Use of Cash Approved
---------------------------------------------------
U.S. Bankruptcy Judge Mildred Caban Flores, in Puerto Rico,
approved the "joint motion to inform agreement" as to the use of
the cash collateral filed between the Debtor and PR Asset
Portfolio 2013-1 International LLC.

PRAPI earlier conveyed opposition to the use of its cash
collateral.  It said the Debtor should instead turn over cash
collateral to PRAPI.  PRAPI asserts the rent being collected by
the Debtor on a monthly basis since the filing of the case
constitute PRAPI's cash collateral.

                     About Empresas Interex Inc.

San Juan, Puerto Rico-based Empresas Interex Inc. is engaged in
the development, construction, and lease of real estate.  One of
the Debtor's construction project is known as Ciudad Atlantis at
Hato Bajo Ward, Arecibo, Puerto Rico.

Empresas Interex filed for Chapter 11 bankruptcy (Bankr. D.P.R.
Case No. 11-10475) on Dec. 7, 2011.  Bankruptcy Judge Mildred
Caban Flores presides over the case.  The company disclosed
$11,412,500 in assets and $9,335,561 in liabilities.  The Debtor
is represented by Charles A. Cuprill P.S.C. Law Offices.


EXTENDED STAY: US Bank's Claims Tossed From $100M Guaranty Row
--------------------------------------------------------------
Law360 reported that a New York state judge on Nov. 8 granted a
motion from Light stone Holdings LLC and others to dismiss "newly
minted" fraud allegations brought by U.S. Bank National
Association in a long-running dispute over a $100 million guaranty
connected with the purchase of formerly bankrupt Extended Stay
Hotels LLC.

According to the report, in February, a New York appeals court
restored U.S. Bank's claims against Light stone over a guaranty
the real estate company allegedly owes in connection with a $4.1
billion loan contract for its purchase of Extended Stay.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-13764) on June 15, 2009.  Judge James M. Peck
handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, in New York, represents the Debtors.  Lazard Freres &
Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of $7.1 billion
and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.


FAIRMONT GENERAL: Sills Cummis Approved as Committee's Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fairmont General
Hospital, Inc. and Fairmont Physicians, Inc., obtained approval
from the U.S. Bankruptcy Court for the Northern District of West
Virginia to retain Sills Cummis & Gross P.C. as counsel, nunc pro
tunc to Sept. 23, 2013.

As reported in the Troubled Company Reporter on Oct. 9, 2013,
Sills Cummis will be paid at these hourly rates:

       Andrew H. Sherman           $573.75
       Boris I. Mankovetskiy       $487.90
       Lucas F. Hammonds           $335.75
       Members                     $395-$775
       Associates and of Counsel   $275-$695
       Paralegals                  $195-$295

According to the TCR report, Sills Cummis had advised the
Committee that the hourly rates for other attorneys and
paraprofessionals at the firm will be discounted by 15%.
Sills Cummis will also be reimbursed for reasonable out-of-pocket
expenses incurred.  Payment of Sills Cummis' fees and expenses for
its services as attorneys for the Committee will be capped at
$75,000 per month, with payment of any allowed fees and expenses
in excess of $75,000 per month deferred until confirmation of a
plan, conversion or dismissal of these cases.

                   About Fairmont General

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

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

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

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

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

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


FLINTKOTE COMPANY: Wants More Exclusivity as Plan Order on Appeal
-----------------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited filed a 26th
motion for an order extending their exclusive periods in which to
file a Chapter 11 plan and solicit votes thereon.  The Debtors
want the filing deadline extended by an additional five months
through April 30, 2014, and the solicitation period through
June 30, 2014.

The Debtors, the Official Committee of Asbestos Personal Injury
Claimants, and the legal representative of future asbestos
claimants have proposed a plan for the Debtors.

In December 2012, the bankruptcy court entered an order confirming
the Plan.  In January 2013, Imperial Tobacco Canada Limited and
certain of its wholly owned subsidiaries, including Genstar
Corporation, filed a notice of appeal from the confirmation order,
and such appeal is currently pending before the District Court as
Case No. 13-00227.

The Plan has been accepted by all classes of creditors and
claimants, including 95% of the holders of asbestos personal
injury claims against the Debtors.

The Debtors say that terminating exclusivity will not result in a
"better" plan or speedier confirmation, but will only result in a
potential ambiguity in the unlikely event that the confirmation
order is not upheld on appeal as to whether the Debtors adequately
preserved exclusivity throughout the appeal period -- which would
not further the central goals of Chapter 11.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York,
N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at
Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E.
Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

When Flintkote Company filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.

The Debtors' Chapter 11 cases have been re-assigned to Judge Mary
F. Walrath in line with the retirement of former Bankruptcy
Judge Judith Fitzgerald.


FRESH & EASY: Parent Tesco Received $213.8 Million
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Fresh & Easy Neighborhood Market Inc. filed
official lists of assets and debt at the end of last week, the
supermarket owner handed creditors information to launch an
investigation of the parent Tesco Plc.

According to the report, in disclosing pre-bankruptcy payments to
so-called insiders, Fresh & Easy listed $213.8 million going to
Tesco in the last year before bankruptcy. The largest component
was $188.7 million in principal and interest payments on loans. In
addition, Tesco, the U.K.'s largest retailer, received $15.1
million in "other payments."

The official schedules show that seven company officers received a
total of about $6 million in wages and benefits in the year
preceding bankruptcy.

Although creditors may investigate, payments to owners, officers,
and directors aren't necessarily recoverable, unless the payments
came late and might be viewed as so-called preferences. Tesco has
several defenses, such as the "ordinary course of business
defense" that can be raised if payments on debt were made on time.

The business goes up for auction on Nov. 19, with the first bid
from Ron Burkle's Yucaipa Cos. A hearing to approve the sale will
take place Nov. 21.

If Yucaipa ends up as the buyer, a Tesco affiliate will lend
Yucaipa $120 million and receive warrants to buy as much as 10
percent of the equity in the reorganized supermarket chain.  Tesco
also keeps 22.5 percent of the equity in the reorganized business.

Yucaipa will continue to operate about 150 markets plus a
production facility in Riverside, California. Fresh & Easy began
bankruptcy at the end of September with 167 stores in the Western
U.S. It also owned 61 non-operating locations and leased 36 non-
operating stores.

            About Fresh & Easy Neighborhood Market Inc.

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

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

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

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


FRIENDFINDER NETWORKS: Creditor Quy Dong Objects to Disclosures
---------------------------------------------------------------
Creditor Quy Dong objects to the Amended Disclosure Statement
filed by FriendFinder Networks Inc., et al., in support of the
Debtors' Amended Joint Chapter 11 Plan of Reorganization dated
Oct. 21, 2013.

Dong is a former employee of Debtors Friendfinder Networks, Inc.,
and Various Inc.  On May 28, 2013, Dong filed an action against
Debtors alleging causes of action under California and federal
employment law in Santa Clara County, California Superior Court,
which action Debtors removed to the United States District Court,
Northern District of California, on June 28, 2013.  On Sept. 17,
2013, Debtors filed for bankruptcy, staying the Action.

Dong, who holds a general unsecured claim (Class 5), objects to
three sets of provisions in the Disclosure Statement:

   1. Claims Estimation Procedures:

      "First, because Debtors seek to cap Claims through the
estimation procedures, the procedures on their face do not comply
with Bankruptcy Code Section 1129(a)(1), and therefore approval of
the Disclosure Statement should be denied as to those procedures.
Second, the Disclosure Statement lacks adequate information
regarding the procedures."

   2. Release, Discharge, Injunction, and Exculpation.

      "Debtors provide that on the Effective Date, all Claims that
arose before the Effective Date and the prosecution thereof
against Debtors are released, discharged, enjoined and Debtors are
exculpated, in exchange for the consideration provided under the
Plan.  While the injunction contains an exception for the right of
a Holder of a Disputed Claim to establish its Claim in response to
an objection Filed by the Debtors, the release, discharge and
exculpation provisions do not contain similar exceptions.
Moreover, the injunction exception is too narrow.  All four
provisions should contain an exception for Disputed Claims.
Namely, any Disputed Claim that subsequently becomes an Allowed
Claim should not be released, discharged, enjoined, and Debtors
discharged, enjoined, and Debtors should not be exculpated."

   3. Retention of Jurisdiction.

      "Debtors should clarify that the Bankruptcy Court does not
have exclusive jurisdiction to determine and liquidate Claims
insofar as a Holder of a Disputed Claim against Debtors obtains
relief from the automatic stay to prosecute such claim in another
forum or to the extent the Bankruptcy Court lacks the jurisdiction
authority to determine such claim and the other party has not
consented to such jurisdiction (see Stern v. Marshall, 131 S. Ct.
2594 (U.S. 2011)).

                          The Plan

On Oct. 21, 2013, the Debtors filed an Amended Joint Chapter 11
Plan of Reorganization and Amended Disclosure Statement.  On
Nov. 1, 2013, the Debtors filed a Second Amended Joint Chapter 11
Plan of Reorganization and an Amended Disclosure Statement.

A copy of the Second Amended Joint Chapter 11 Plan is available at
http://bankrupt.com/misc/friendfinder.doc257.pdf

A copy of the Amended Disclosure Statement with respect to the
Second Amended Joint Chapter 11 Plan is available at:

         http://bankrupt.com/misc/friendfinder.doc258.pdf

                    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: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
FriendFinder Networks Inc. filed with the U.S. Bankruptcy Court
for the District of Delaware Southern District of Indiana its
schedules of assets and liabilities, disclosing:

                                      Assets       Liabilities
                                   ------------  ---------------
A. Real Property
B. Personal Property                $893,878.00
C. Property Claimed as Exempt
D. Creditors Holding                             $565,124,665.18
      Secured Claims
E. Creditors Holding Unsecured
      Priority Claims
F. Creditors Holding Unsecured                        $29,775.29
      Non-priority Claims                                UNKNOWN
                                   ------------  ---------------
          Total                     $893,878.00  $565,154,440.47
                                                    PLUS UNKNOWN

A copy of the SAL is available at:

        http://bankrupt.com/misc/friendfinder.sal.doc186.pdf

                    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: PMGI Holdings Files Schedules of Assets
---------------------------------------------------------------
PMGI Holdings Inc. filed with the U.S. Bankruptcy Court for the
District of Delaware Southern District of Indiana its schedules of
assets and liabilities, disclosing:

                                        Assets       Liabilities
                                     ------------    -----------
A. Real Property
B. Personal Property                  $426,039.00
C. Property Claimed as Exempt
D. Creditors Holding                                       $0.00
      Secured Claims                                     UNKNOWN
E. Creditors Holding Unsecured
      Priority Claims
F. Creditors Holding Unsecured
      Non-priority Claims
                                     ------------    -----------
          Total                       $426,039.00          $0.00
                                                         UNKNOWN

A copy of the schedules is available at:

       http://bankrupt.com/misc/friendfinder.sal.doc203.pdf

                    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: Files T-3 for Qualification of New Notes
---------------------------------------------------------------
FriendFinder Networks Inc., and Interactive Network, Inc., filed
with the U.S. Securities and Exchange Commission on Nov. 8, 2013,
an initial application on Form T-3 for qualification of the
Applicants' 14.0% Senior Secured Notes due 2018 in the aggregate
principal amount of $234,286,908.16, plus any additional principal
issuable as interest payable on the existing 14.0% Senior Secured
Notes due 2013.  The approximate date of the proposed public
offering will be as soon as practicable after confirmation of the
Plan of Reorganization.

As disclosed in the Form T-3 filing, as of the date of the
Application, the Applicants have outstanding three series of
notes: 14.0% Senior Secured Notes due 2013, 14.0% Cash Pay Secured
Notes due 2013 and 11.5% Convertible Non-Cash Pay Secured Notes
due 2014, all of which were issued by the Applicants and
guaranteed by all of the Applicants' United States subsidiaries.

FriendFinder Networks Inc. (the "Company") has filed with the
Bankruptcy Court a proposed plan of reorganization that would
result in the exchange of the Existing Notes for new common stock
and a new series of 14.0% Senior Secured Notes due to be issued by
the reorganized Company and INI to holders of allowed claims in
the Chapter 11 cases arising from or relating to the Existing
Notes.

As the New Notes are proposed to be issued by the Applicants and
new common stock are proposed to be offered by the Company under
the Plan of Reorganization entirely in exchange for the Note Claim
Holders' Allowed Note Claims, the issuance of the New Notes is
exempt from registration under the Securities Act of 1933, as
amended, pursuant to the provisions of Section 1145(a) of Chapter
11 of Title 11 of the United States Bankruptcy Code.  No Note
Claim Holder of the outstanding securities has made or will be
requested to make any cash payment to the Company for the
exchange.

A copy of the Form T-3 is available at http://is.gd/HJC6h2

As reported in the TCR on Nov. 7, 2013, FriendFinder Networks
Inc. won court approval to seek creditors' votes on its
restructuring plan, which would turn the company over to
noteholders.

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.

The restructuring would cut about $300 million in debt and reduce
annual interest expenses by about $50 million, according to a
statement.  The reorganized company's estimated enterprise value
was between $257.8 million and $285.4 million as of Aug. 31,
according to the disclosure statement.

The reorganization plan is supported by about 78 percent of the
holders of 11.5 percent non-cash paying second-lien notes and
about 80 percent of the holders of 14 percent senior secured
first-lien notes, court papers show.

The second-lien noteholders, owed about $330.8 million, would
exchange debt for all of reorganized FriendFinder's equity.  The
first-lien noteholders, owed about $234.3 million, would get cash
and new notes.  Current shareholders would receive nothing,
according to court documents.

                    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.


FURNITURE BRANDS: Direct Fee Review Okayed to Examine Legal Bills
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Furniture Brands International, Inc., et al., to appoint Direct
Fee Review LLC as fee examiner.

Direct Fee Review will, among other things:

   1. review interim fee application requests and final fee
      applications filed by each applicants in the Chapter 11
      cases;

   2. during the course of application, consult, as it deems
      appropriate, with each applicant concerning the application;
      and

   3. serve a final report on counsel for the Debtors, counsel for
      the Committee, the office of the U.S. Trustee and each
      applicant whose fees and expenses are addressed in the final
      report.

                       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.


GASCO ENERGY: Posts Net Loss of $3.1 Mil. in Third Quarter
----------------------------------------------------------
Gasco Energy, Inc. on Nov. 12 reported financial and operating
results for the third quarter ended September 30, 2013.

                      Q3-13 Financial Results

Oil and gas sales for the third quarter ended Sept. 30, 2013 were
$2.5 million, as compared to $1.8 million for the same period in
2012.  Natural gas sales comprised 79% of total oil and gas sales
for Q3-13.  The 38% year-over-year increase in oil and gas sales
is primarily attributed to a 57% increase in the average price
received for the Company's natural gas volumes, offset in part by
an 11% decrease in equivalent production volumes.

Gasco's average realized natural gas price was $4.40 per thousand
cubic feet of natural gas (Mcf) for Q3-13, as compared to $2.81
per Mcf in the prior-year period. Gasco currently does not hedge
its natural gas volumes.

The average realized oil price for Q3-13 was $89.57 per barrel, as
compared to $83.14 per barrel for the prior-year period.  Gasco
currently does not hedge its crude oil volumes.

For Q3-13, Gasco reported a net loss of $3.1 million, or $0.02 per
basic and diluted share, as compared to a net loss of $3.2
million, or $0.02 per basic and diluted share in Q3-12.

As of September 30, 2013, Gasco's total assets were $51.3 million,
its stockholders' equity was $10.0 million, and cash and cash
equivalents were $2.0 million.

Net cash provided by operating activities during Q3-13 was
$96,000, as compared to net cash provided by operating activities
of $1.2 million in the comparable 2012 reporting period.  Net cash
used in investing activities during Q3-13 was $118,000, as
compared to $768,000 in the prior-year period.

Q3-13 Production Estimated cumulative net production for Q3-13 was
483.4 million cubic feet of natural gas equivalent (MMcfe), as
compared to 542.1 MMcfe in the prior-year period.  Included in the
Q3-13 equivalent calculation are production volumes of 5,882
barrels of liquid hydrocarbons, as compared to the prior-year
period production volumes of 4,304 barrels of liquid hydrocarbons.
Net production changes are attributed to normal production
declines in existing wells, which were partially offset by new
producing wells and recompletions and workovers of existing wells.

Nine-Month 2013 Period

Note Regarding Uinta Basin Joint Venture

During Q1-12, Gasco conveyed a 50% interest in certain of its
Uinta Basin properties to its joint venture partner concurrent
with the March 22, 2012 closing of the transaction.  Due to the
late first quarter 2012 closing date of the 50% interest
conveyance, operational and financial results for the nine-month
period ended September 30, 2013 are generally comparable to the
prior nine-month period.

Oil and gas sales for the nine-month period of 2013 were $7.2
million, as compared to $6.6 million for the same period in 2012.
The 10% increase in oil and gas sales during the nine-month period
of 2013, as compared to the prior-year period, is primarily
attributed to a 57% increase in prices received for natural gas
volumes, offset in part by a 26% decline in equivalent production.

The average prices received for the nine-month period ending
September 30, 2013 were $4.13 per Mcf and $84.02 per barrel of
oil, as compared to $2.63 per Mcf and $84.84 per barrel in the
same period of 2012.

For the nine-month period of 2013, Gasco reported a net loss of
$7.8 million, or $0.05 per share, as compared to a net loss of
$13.4 million, or $0.08 per share in the prior-year period.
Included in the nine-month period of 2013 results are a non-cash
gain of $0.8 million attributed to derivatives and $1.0 million
non-cash loss related to an impairment of the carrying value of
the Company's inventory.  During June 2012, the Company settled
its remaining commodity hedge contract, and the Company currently
does not have any commodity hedges in place.

Net cash provided by operating activities for the nine-month
period of 2013 was $0.4 million as compared to net cash used in
operating activities of $2.2 million for the same period in 2012.
The Company invested approximately $1.3 million during the first
nine months of 2013 in oil and gas activities.  Net cash provided
by investing activities during the nine-month period of 2012
included $19.2 million in cash proceeds from the sale of certain
of the Company's Uinta Basin assets as part of the previously
announced Uinta Basin joint venture.

Outlook

Due to the extended decline in natural gas prices in recent years
resulting primarily from excess domestic production, Gasco has not
been able to recover its exploration and development costs as
anticipated.  As such, there is substantial doubt regarding the
Company's ability to generate sufficient cash flows from
operations to fund its ongoing operations, and the Company
currently anticipates that cash on hand, available cash under the
credit facility described below and forecasted cash flows from
operations will only be sufficient to fund cash requirements for
working capital through February 2014.  This expectation has been
revised from Gasco's previous estimate included in the Form 10-Q
for the quarter ended June 30, 2013 due to the completion of the
October 2013 transaction discussed below, the implementation of
cost savings measures and cash management strategies.  This
estimate is based on various assumptions, including those related
to future natural gas and oil prices, production results and the
effectiveness of the Company's cash management strategy discussed
below, some or all of which may not prove to be correct and may
result in the Company's inability to meet cash requirements prior
to the end of February 2014.  As a result of these factors, there
is substantial doubt about the Company's ability to continue as a
going concern.

Restructuring Transactions

Gasco has been seeking to restructure or refinance its debt or
sell assets to improve the Company's liquidity position since mid-
year 2012.  During this period, Gasco operated without a credit
facility, was delisted from the NYSE MKT LLC, and defaulted under
Gasco's 5.5% Convertible Senior Notes due 2015.

The Company and Stephens Inc., Gasco's financial advisor,
conducted a process to evaluate various strategic alternatives.
As previously announced, the restructuring agreements resulting
from this process involved an investment in the Company by
Markham LLC and Orogen Energy, Inc.  On October 17, 2013, these
investors acquired the $45,168,000 aggregate principal amount of
Gasco's 2015 Notes and accrued interest thereon, all 182,065
outstanding Series C convertible preferred shares and common
shares owned by the holders of the 2015 Notes.  Then on October
18, 2013, the investors exchanged the 2015 Notes, accrued interest
and Series C Stock for 393,550,372 shares of the Company's common
stock and 50,000 shares of the newly-created Series D convertible
preferred stock.  As a result of the Restructuring Transactions,
the new investors now have fully-diluted control of approximately
97.9% of the equity of the Company.  In addition, the Company
recorded a derivative instruments liability of $71,000 to cover
the potential put of warrants of the Company to it.

The new Series D Stock is convertible into 7,295,744,128 shares of
common stock and is redeemable October 19, 2014 at the option of
the holders for $100 per share plus accrued and unpaid dividends
of 10% per annum.

Because the Company does not currently have a sufficient number of
authorized and unreserved common shares to permit the full
conversion of the Series D Stock, Gasco's Board of Directors has
approved and adopted an amendment to its charter to increase the
number of common shares and has recommended to the stockholders
that they approve the charter amendment by written consent.  The
written consent approving the charter amendment was subsequently
executed by Markham and Orogen on October 23, 2013, but the
charter amendment is not yet effective pending the completion of
required SEC filings.

In addition to the exchange of debt and securities for the new
common and preferred shares, Markham and Orogen have established a
120-day, $5 million senior secured credit facility to fund the
Company's working capital and capital expenditure requirements.
For extending the credit facility, Gasco also issued to Markham
and Orogen a total of 250,000 shares of Gasco common stock.

Following the closing of the Restructuring Transactions, the size
of Gasco's Board of Directors was set at three members effective
immediately and Gasco accepted the resignations of Richard J.
Burgess, Charles B. Crowell, Steven D. Furbush and John A. Schmit
as directors.  Richard S. Langdon remains a director and interim
President and Chief Executive Officer of the Company.  G. Wade
Stubblefield was appointed to the Board of Directors of the
Company upon the closing and the Company intends to add L. Edward
Parker as a director upon compliance with Section 14(f) of the
Securities Exchange Act of 1934, as amended, and making required
SEC filings.

Teleconference Call

Management will not host a third quarter 2013 financial and
operating results conference call.

                       About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com/--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.

In its auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado,
expressed substantial doubt about Gasco Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.  As of June 30, 2013, the
Company had $53.16 million in total assets, $40.05 million in
total liabilities and $13.10 million in total stockholders'
equity.

                        Bankruptcy Warning

To continue as a going concern, the Company said it must generate
sufficient operating cash flows, secure additional capital or
otherwise pursue a strategic restructuring, refinancing or other
transaction to provide it with additional liquidity.  The
Company's ability to do so will depend on numerous factors, some
of which are beyond its control.  For example, the urgency of the
Company's liquidity situation may require it to pursue such a
transaction at an inopportune time when the Company has little or
no negotiating leverage.

"The Company has engaged Stephens, Inc., a financial advisor, to
assist it in evaluating potential strategic alternatives,
including a sale of the Company or all of its assets.  It is
possible these strategic alternatives will require the Company to
make a pre-packaged, pre-arranged or other type of filing for
protection under Chapter 11 of the U.S. Bankruptcy Code.  If the
Company is unable to generate sufficient operating cash flows,
secure additional capital or otherwise restructure or refinance
the business before September 30, 2013, it will not have adequate
liquidity to fund its operations and meet its obligations
(including its debt payment obligations), the Company will not be
able to continue as a going concern, and could potentially be
forced to seek relief through a filing under Chapter 11 of the
U.S. Bankruptcy Code.  In addition, the Company is in default on
its outstanding 2015 Notes under the Indenture, which could result
in the filing of an involuntary petition for bankruptcy against
the Company," the Company said in the quarterly report for the
period ended June 30, 2013.


GGW BRANDS: Lawyers Prepare to Sell Girls Gone Wild Brand
---------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that 16
years after the company's founding by Joe Francis, a team of
bankruptcy professionals put in charge of Girls Gone Wild's
holding company by a federal judge have begun to look for buyers
for the soft-core pornography business. The Los Angeles company,
which made a name for itself by catching impaired co-eds on spring
break, distributes its porn through pay-per-view channels, DVDs
and the Internet.

According to the report, the attorneys, under direction of the
company's Chapter 11 trustee and former Federal Bureau of
Investigation agent R. Todd Neilson, have already approached
officials at adult film-giant Vivid Entertainment, though
executive Bill Asher told The Journal's Bankruptcy Beat that he's
not interested for now. Attorneys have said in court papers that
they plan to market the brand to bidders who might eventually
compete at a bankruptcy auction.

Lawyers haven't put a price on the Girls Gone Wild franchise yet,
the report related. Mr. Francis said earlier this year that the
Girls Gone Wild brand is worth more than $80 million, though court
papers show that its holding company posted a profit of a little
more than $500,000 on $2.4 million in sales since its February
bankruptcy filing.

Girls Gone Wild, made famous in a humble era of low-budget, late-
night infomercials in the late 1990s, has a loyal subscriber base,
according to Mr. Francis, the report related.  In an interview
earlier this year, Mr. Francis said that free porn that competes
with Girls Gone Wild is "crap" and puts viruses and tracking
software on visitors' computers.

The effort to sell the Girls Gone Wild brand has angered the
founder, and he hasn't been shy in sharing his thoughts with the
trustee and his attorneys, the report further related.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.

GGW Marketing, LLC, GGW Brands' affiliate, filed a voluntary
Chapter 11 petition on May 22, 2013, before the United States
Bankruptcy Court Central District Of California (Los Angeles).
The case is assigned Case No.: 13-23452.  Martin R. Barash, Esq.,
and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP,
in Los Angeles, California, represent GGW Marketing.


GLOBAL AVIATION: Lenders Providing a $52 Million Loan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Global Aviation Holdings Inc., which returned to
bankruptcy court nine months after emerging from Chapter 11, will
finance the new bankruptcy with a $52 million loan from existing
first-lien lenders owed $39 million.

According to the report, on Nov. 13 in bankruptcy court in
Delaware there will be a hearing for interim approval of $36
million of the new loan, where pre-bankruptcy debt will be
converted to a post-bankruptcy obligation.

In total, Global has $165.2 million in secured debt. In addition
to the first-lien obligation, second-lien creditors are owed $85
million. There is $41.2 million owing on a third lien.

Second- and third-lien debt resulted from the prior bankruptcy.
Holders of that debt own about 66 percent of the stock, Global
said in a court filing. As a result of the prior bankruptcy,
unions control 25 percent of the stock.

Global defaulted on the first-lien debt in May. Cerberus Business
Finance LLC is agent for the first-lien lenders.

The airline said it received three non-binding offers to buy some
or all of the business or refinance first-lien debt.  None could
be implemented without protection from bankruptcy court, Global
said.

                  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.

The parent of World Airways Inc. and North American Airlines Inc.
implemented the prior Chapter 11 reorganization in February.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The new petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.


GMX RESOURCES: Files Cash Collateral Budget Thru Jan. 31
--------------------------------------------------------
GMX Resources Inc., et al., filed with the U.S. Bankruptcy Court
Western District of Oklahoma an approved budget for use of cash
collateral until Jan. 31, 2014.

A copy of the approved budget is available for free at
http://bankrupt.com/misc/GMXRESOURCES_ApprovedBudget.pdf

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

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

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

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

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

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


HARVEST NATURAL: Receives Notices of Defaults on VSM Agreements
---------------------------------------------------------------
Harvest Natural Resources on Nov. 12 reported 2013 third quarter
earnings and provided an operational update.

Harvest reported third quarter net income of $2.0 million, or
$0.05 per diluted share, compared to net income of $5.8 million,
or $0.15 per diluted share, for the same period last year.  The
third quarter results included exploration expenses of $1.5
million, or $0.04 per diluted share, an impairment charge on the
Company's Colombia asset of $2.3 million, or $0.06 per diluted
share, and an unrealized loss on derivatives of $6.6 million, or
$0.17 per share.  After adding back the charges for exploration
expense, impairment and unrealized losses on derivatives, net
income would have been $12.4 million, or $0.32 per diluted share.

Petrodelta had net income during the third quarter of $96.6
million, $30.9 million net to Harvest's 32 percent interest, under
International Financial Reporting Standards (IFRS).  After
adjustments to Petrodelta's IFRS earnings, primarily to conform to
accounting principles generally accepted in the United States
(GAAP), Harvest's 32 percent share of Petrodelta's earnings was
$20.6 million, compared to $16.2 million for the same period last
year.

Highlights for the third quarter of 2013 include:

Venezuela

   -- Negotiations continue with Pluspetrol Venezuela S.A. to
acquire the outstanding shares of Harvest through a transaction in
which Pluspetrol would retain Harvest's net 32 percent interest in
Petrodelta while Harvest's non-Venezuelan assets would be
contributed to a new company that would be spun off to the
Company's stockholders

   -- During the third quarter of 2013, Petrodelta drilled and
completed four wells and sold approximately 3.8 million barrels of
oil (MMBO) for a daily average of approximately 41,726 barrels of
oil per day (BOPD), an increase of 9 percent over the same period
in 2012

   -- Petrodelta's current production rate is approximately 44,000
BOPD and the 2013 expected average production rate is 40,400 BOPD
with capital expenditures projected at $210.0 million

   -- Four development wells were drilled during the period, two
in the El Salto field, one in the Isleno field and one in the
Temblador field

Gabon

   -- Negotiation of definitive agreements continue with Vitol
S.A. to acquire Harvest's 66.67% interest in the Dussafu PSC for
$137.0 million in cash

   -- Acquisition of a 1,260 square kilometer 3D seismic survey
commenced in October 2013 and the first high quality seismic
products are expected to be available during the second quarter of
2014

   -- Geoscience, reservoir engineering and economic studies have
been progressed, and a field development plan is progressing

Indonesia

   -- Land access and acquisition, environmental studies, and
tender prequalification and procurement are on-going

   -- Continued work on an exploration program targeting the
Pliocene and Miocene targets

James A. Edmiston, President and Chief Executive Officer of
Harvest Natural Resources stated, "The two previously announced
potential transactions, taken together, accurately reflect the
strategic direction of the Company.  In the near term, the Board
and Management will remain primarily focused on a sale of the
asset base of the Company in whole or in parts and a return of the
proceeds to its shareholders."

Mr. Edmiston continued, "While we cannot assure the shareholders
that either of these potential transactions will reach closure, we
believe the quality of the asset base continues to attract
interest from the industry."

Venezuela

During the three months ended September 30, 2013, Petrodelta sold
approximately 3.8 MMBO for a daily average of 41,726 BOPD, an
increase of nine percent over the same period in 2012 and nine
percent over the previous quarter.  Petrodelta also sold 0.6
billion cubic feet of natural gas for a daily average of 6.5
million cubic feet per day. P etrodelta's current production rate
is approximately 44,000 BOPD.

During the third quarter of 2013, Petrodelta drilled and completed
four development wells, two in the El Salto field, one in the
Isleno field and one in the Temblador field.  Currently,
Petrodelta is operating five drilling rigs and one workover rig.
A sixth drilling rig is rigging up. Infrastructure enhancement
projects in the El Salto and Temblador fields continue.

The average sale price for crude oil produced during the quarter
was approximately $93.43 per barrel.

In September 2013, the Company announced that it had entered into
exclusive negotiations with Pluspetrol Venezuela S.A. (Pluspetrol)
to sell the outstanding shares of Harvest through a transaction in
which Pluspetrol would retain Harvest's net 32 percent interest in
Petrodelta while Harvest's non-Venezuelan assets would be
contributed to a new company that would be spun off to the
Company's stockholders.  The total consideration would be
approximately $373 million, before taking into account repayment
of the Company's long-term debt, payment of costs and other
obligations, and customary working capital adjustments.  The
assets to be spun off would primarily include the Company's
interests in Gabon and Indonesia.  While the Company's obligation
to negotiate exclusively with Pluspetrol has expired, it is
continuing to discuss with Pluspetrol on a non-exclusive basis
entering into a definitive agreement that would entail this
transaction or one similarly structured.

Exploration and Other Activities

Dussafu Project - Gabon (Dussafu PSC)

Operational activities during the three months ended September 30,
2013 included continuation of planning for a cluster field
development.  Geoscience, reservoir engineering and economic
studies have been progressed, and a field development plan is
progressing Acquisition of a 1,260 square kilometer 3D seismic
survey commenced in October 2013, and the first high quality
seismic products are expected to be available during the second
quarter of 2014.  The survey will provide the first 3D coverage
over the outboard, where significant pre-salt prospectivity has
been recognized on 2D data.  The pre-salt is currently the focus
of deep water exploration activity offshore Gabon.  The new 3D
seismic data will also enhance the placement of future development
wells in the Ruche and Tortue development program.

On September 27, 2013, HNR Global Holding B.V., an indirect
wholly-owned subsidiary of the Company, entered into exclusive
negotiations with Vitol S.A. to sell Harvest Dussafu B.V., which
holds the Company's 66.67% interest in the Dussafu PSC, for $137.0
million in cash.  Net proceeds from the sale are estimated to be
approximately $121.8 million after deductions for $3.5 million in
transaction related costs and $11.7 million in taxes.

Budong-Budong PSC - Indonesia

Operational activities during the three months ended September 30,
2013 included continued work on an exploration program targeting
the Pliocene and Miocene targets encountered in the previous two
wells.  Land access and acquisition; environmental studies;
construction and upgrades to access roads, bridges, and well site;
permitting; and tender prequalification and procurement are on-
going.

Colombia

Harvest received notices of default from the Company's partners
for failing to comply with certain terms of the farmout agreements
for Block VSM 14 and Block VSM 15.  Also approvals from the
government of the Republic of Colombia in connection with the
Company's interest remain pending.  The Company is discussing this
situation with its partners to see how it may be able to cure
these defaults and reform the agreements.  Unless the Company is
successful at doing so, its partners may terminate the farmout
agreements, and Harvest would relinquish its interests in the
Blocks.  After evaluating these circumstances, the Company
determined that it was appropriate to fully impair the costs
associated with these interests, and the Company recorded an
impairment charge of $2.3 million during the three months ended
September 30, 2013.

                 About Harvest Natural Resources

Houston-based Harvest Natural Resources, Inc., is an independent
energy company engaged in the acquisition, exploration,
development, production and disposition of oil and natural gas
properties since 1989, when it was incorporated under Delaware
law.

The Company has acquired and developed significant interests in
the Bolivarian Republic of Venezuela.  The Company's Venezuelan
interests are owned through Harvest-Vinccler Dutch Holding, B.V.,
a Dutch private company with limited liability.  The Company's
ownership of Harvest Holding is through HNR Energia, B.V., in
which the Company has a direct controlling interest.  Through HNR
Energia, the Company indirectly owns 80 percent of Harvest Holding
and the Company's partner, Oil & Gas Technology Consultants
(Netherlands) Cooperatie U.A., a controlled affiliate of
Venezolana de Inversiones y Construcciones Clerico, C.A.
("Vinccler"), indirectly owns the remaining 20 percent interest of
Harvest Holding.  The Company does not have a business
relationship with Vinccler outside of Venezuela.  Harvest Holding
owns, indirectly through wholly owned subsidiaries, 40 percent of
Petrodelta, S.A.

As the Company indirectly owns 80 percent of Harvest Holding, it
indirectly owns a net 32 percent interest in Petrodelta, S.A., and
Vinccler indirectly owns eight percent.


HEADWATERS INC: Moody's Says Consent Agenda Has No Impact on CFR
----------------------------------------------------------------
Moody's Investors Service said that Headwaters, Inc.'s B3
Corporate Family Rating and B3-PD Probability of Default Rating
will likely not change following the company's recent announcement
that it has commenced a solicitation of consents from the holders
of its Senior Secured Notes due 2019 to loosen the leverage ratio
for the incurrence of additional lien obligations.

Headwaters, Inc., headquartered in South Jordan, Utah, is a
domestic provider of diversified products predominately for the
repair and remodeling, new home and heavy construction end
markets. It also provides energy technology and related services
for the oil industry. Revenues for the 12 months through September
30, 2013 totaled about $703 million.


HILLTOP FARMS: Final Decree Closing Chapter 11 Reorganization Case
------------------------------------------------------------------
The Hon. Charles L. Nail, Jr. of the U.S. Bankruptcy Court for the
District of South Dakota entered on Nov. 5 a final decree closing
the Chapter 11 case of Hilltop Farms, LLC.

As reported in the Troubled Company Reporter on Oct. 28, 2013, the
Debtor explained that, among other things:

   1. the Court entered its post-confirmation order on Aug. 21,
      2013;

   2. consummation of the Plan is complete.

   3. there are no holders of claims or interests which have
      not been surrendered or released in accordance with
      the provisions of the Plan; and

   4. it does not waive any of its rights afforded by
      Section 1127 of the Bankruptcy Code.

Judge Charles L. Nail, Jr. issued a final order on Aug. 21, 2013,
confirming Hilltop Farms's Modified Plan of Reorganization, with
clarifications entered on the record and incorporated in the Plan.
The modifications noted include the incorporation of settlement
agreements with First Bank & Trust and CNH Capital America, LLC.

The Confirmed Plan provides that the Debtor will pay $98.11 per
month to the priority creditor; $47,243 per month to impaired
secured creditors under Claim Classes 1 through 3; and an
estimated $835 per month to unsecured creditors under Claim
Class 8 for the first year of the Plan, for a total of
approximately $48,177 per month.  This plan version notes an
increase in monthly payments to impaired secured creditors of
about $6,400.  The previous plan version only provides $40,827
per month to impaired secured creditors.

Moreover, the Confirmed Plan specifies that the parties
acknowledge that the indebtedness due to CNH Capital America is
oversecured.  CNH will be paid attorney's fees and costs totaling
$1,500. In addition to the attorney's costs, the creditor will be
paid $2,220 per month.

The Confirmed Plan also provides that the Debtor will pay $43,241
per month starting Oct. 1, 2013, to First Bank & Trust; and
Hilltop Dairy, LLP, will pay $33,466 per month starting Sept. 17,
2013.

A full-text copy of the Plan dated Aug. 9, 2013, as confirmed, is
available for free at:

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

                        About Hilltop Farms

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


IAC/INTERACTIVECORP: Moody's Rates $500MM Unsecured Notes 'Ba1'
---------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to
IAC/InterActiveCorp's proposed $500 million senior unsecured notes
due 2018. As part of this rating action, Moody's also affirmed
IAC's Corporate Family Rating (CFR) at Ba1, Probability of Default
Rating (PDR) at Ba1-PD and Speculative Grade Liquidity Rating at
SGL-1. The stable rating outlook is maintained.

New issue proceeds will be used to increase cash balances and for
general corporate purposes, which may include working capital,
acquisitions and share purchases. Pro forma for the incremental
debt, Moody's expects IAC's leverage to increase to about 2.4x
total debt to EBITDA from about 1.5x (as of September 30, 2013) on
a Moody's adjusted basis. Despite the increase in leverage, the
CFR remains unchanged since pro forma leverage is below Moody's 3x
downgrade trigger and Moody's projects leverage to decline to the
2x level by the end of 2014 via EBITDA expansion. Moody's expects
IAC's leverage to remain near this level thereafter, barring a
large debt-financed acquisition or stock buyback. Though Moody's
anticipates higher revenue volatility and brief periods of
sluggish growth, Moody's believes the secular growth trends
sustaining IAC's higher margin Search & Applications and Match
businesses will remain intact over the foreseeable future (albeit
at somewhat lower levels). The additional debt, however, will
reduce the company's financial flexibility within the Ba1 rating
category until EBITDA expansion materializes. To the extent IAC
delays deleveraging or incurs additional debt such that Moody's
expects total debt to EBITDA will be sustained above 3x (Moody's
adjusted), ratings would likely experience downward pressure.

Rating Assigned:

$500 Million Senior Unsecured Notes due 2018 -- Ba1 (LGD-4, 52%)

Ratings Affirmed:

Corporate Family Rating -- Ba1

Probability of Default Rating -- Ba1-PD

$500 Million Senior Unsecured Notes due 2022 -- Ba1 LGD
assessment revised to (LGD-4, 52%)

$80 Million 5% Liberty Bonds due 2035 -- Baa3, LGD assessment
revised to (LGD-2, 24%)

Speculative Grade Liquidity Rating -- SGL-1

The assigned rating is subject to review of final documentation
and no material change in the size, terms and conditions of the
transaction as advised to Moody's.

Ratings Rationale:

The Ba1 CFR recognizes IAC's solid operating performance driven by
a proven business model that has demonstrated increased website
traffic via better search engine analytics, marketing and
advertising, improved traffic monetization (from B2C downloadable
applications, and B2B customized browser-based applications),
strong subscriber growth, a disciplined acquisition/investment
strategy and rationalization of underperforming portfolio media
assets. The Ba1 rating is supported by IAC's position as one of
the largest global Internet and digital media companies with
online properties that have established brand names and reasonably
long operating histories. Moody's expects IAC to benefit from the
secular growth in online advertising spending and consumer
Internet usage, as traditional print media, entertainment and
leisure content increasingly migrate to digital and mobile
computing platforms. The rating reflects IAC's low capital
intensity, strong free cash flow generation and modest leverage.
Moody's expects annual free cash flow in the range of $200 to $300
million (after dividends) and financial leverage in the 2x-3x
range (1.5x as of September 30, 2013) as measured by total debt to
EBITDA (Moody's adjusted) over the next 12-18 months. Moody's
believes the company will maintain very good liquidity supported
by a sizable net cash position and a $300 million undrawn
revolver, which provide the flexibility to pursue strategic growth
objectives.

The Ba1 CFR also incorporates the inherent risk that Internet
businesses could experience a potential decline in website traffic
due to rapidly changing technology and industry standards.
Alternative means of content delivery as well as changes in
consumer engagement may also contribute to the risk of rapid
obsolescence or waning relevance of traditional portal Internet
sites. Low entry barriers can produce periods of intense
competition. The rating is constrained by IAC's dependence on the
partnership with Google and potential changes to Google's search
algorithms that could hurt IAC's listings placements. It also
reflects the concentrated earnings profile (derived primarily from
Search & Applications and Match), resulting in a large exposure to
digital advertising revenue which could become more cyclical in
future years. The rating is constrained by continuing operating
losses (albeit shrinking) in the Local, Media and Other segments
in aggregate. IAC's historically aggressive financial policies
(with regard to share purchases) combined with the large voting
ownership stake of Mr. Barry Diller heightens event risk. At the
same time, industry risks (i.e., low switching costs,
obsolescence, exposure to consumer sentiment) could lead to
increased acquisition activity to defend market share or expand
into new markets given the rapid evolution of digital advertising,
e-commerce and mobile computing. Given the strength of its current
business model, Moody's expects IAC to maintain a prudent
acquisition strategy.

Rating Outlook:

The stable rating outlook reflects Moody's expectations that IAC
will continue to maintain and potentially grow its market position
in the Search & Applications and Match segments, and experience a
reasonable amount of subscriber churn in its Internet portfolio.
The outlook incorporates expectations that IAC will continue to
maintain a consolidated EBITDA margin of at least 14% (Moody's
adjusted), generate positive free cash flow, maintain a sizeable
cash balance and sustain a conservative capital structure as it
pursues strategic growth objectives.

What Could Change the Rating - UP:

IAC's Ba1 rating could be upgraded if the company maintains its
leading market share in Match, improves its number four position
in Search & Applications and expands diversification of its
business by increasing the scale of its Local and Media
properties. Moody's could also consider an upgrade to the extent
Moody's expects IAC to: (i) demonstrate margin expansion with
increasing revenue that is in line or ahead of market growth; (ii)
minimize operating losses in the Local, Media and Other segments;
and (iii) maintain a net cash position with Moody's adjusted debt
to EBITDA sustained below 2x. An important consideration for an
upgrade would be adherence to conservative financial policies with
regard to share purchases and dividends.

What Could Change the Rating - DOWN:

Ratings could be downgraded if IAC's competitive position weakens
materially as evidenced by revenue declines of 5% or more,
adjusted EBITDA margins below 12%, rising traffic acquisition
costs or increasing customer churn. Downward pressure could also
materialize if financial leverage as measured by Moody's adjusted
debt to EBITDA is sustained over 3x or IAC's liquidity position
were to deteriorate significantly due to lower free cash flow
generation, higher share purchases or increased acquisition
activity.

IAC/InterActiveCorp is a leading media and online company that
owns more than 150 Internet-based brands and products with more
than a billion monthly visits across more than 100 countries
including: Ask.com (search engine), About.com (online content and
reference library). Match.com (online dating and personals),
HomeAdvisor (local), Vimeo.com (media) and several other consumer-
related applications and portals. Revenue was approximately $3.1
billion for the twelve months ended September 30, 2013.


IAC/INTERACTIVECORP: S&P Rates New $500MM Sr. Unsecured Notes BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned IAC/InterActiveCorp.'s
proposed $500 million senior unsecured notes due 2018 an issue-
level rating of 'BB+', with a recovery rating of '3', indicating
our expectation for meaningful (50% to 70%) recovery for
noteholders in the event of a payment default.

The 'BB+' issue-level rating is at the same level as the 'BB+'
corporate credit rating on the company. The company will use
proceeds from the transaction for general corporate purposes,
including acquisitions and share buybacks.

"Pro forma for the debt issuance, lease-adjusted leverage
increases to 2.1x, up from 1.3x for the 12 months ended Sept. 30,
2013. Under our base-case scenario, we expect leverage to decrease
to 2x by the end of 2013 and then to below 2x in 2014, aided by
EBITDA growth"

"The stable rating outlook reflects our expectation that the
company's operating performance will remain healthy, with revenue
and EBITDA growth approaching a double-digit percent rate in
2014."

"We expect growth at the Search & Application and Match segments
will be a key input, and that the company will maintain debt
leverage below 2x in the longer term."

"We view the company's business risk profile as "fair," reflecting
the company's good competitive position and profitability. We view
the company's financial risk profile as "intermediate," because of
its low debt leverage, good conversion of EBITDA into
discretionary cash flow, and strong liquidity, despite ongoing
share repurchase and dividends.

RATINGS LIST

IAC/InterActiveCorp.
Corporate Credit Rating        BB+/Stable/--

New Rating

IAC/InterActiveCorp.
Senior Unsecured
  $500M notes due 2018          BB+
   Recovery Rating              3


INTERCARE HEALTH: $2.3MM IRS Claim Entitled to Unsecured Priority
-----------------------------------------------------------------
Bankruptcy Judge Peter H. Carroll in Los Angeles, Calif., denied
Intercare Health Systems, Inc.'s motion and allow Claim # 1-3
filed by the United States Department of Treasury - Internal
Revenue Service as an unsecured priority claim in the amount of
$2,322,545.20 pursuant to 11 U.S.C. Sec. 507(a)(8)(D).

The IRS's amended claim filed May 14, 2013, arose in Intercare's
2002 bankruptcy.  The claim asserts unemployment tax liabilities
for the years ending December 31, 2000, December 31, 2001, and
December 31, 2002, and employment tax liabilities for the periods
ending December 31, 2000, March 31, 2001, June 30, 2001, June 30,
2002, September 30, 2002 and December 31, 2002.

Intercare objects to the priority sought by the IRS, asserting
that the three-year period provided in Sec. 507(a)(8)(D) expired
prior to the petition date.

Intercare was a debtor in a prior Chapter 11 bankruptcy commenced
December 27, 2002 (Case No. 02-46385, Bankr. C.D. Calif.).  On
January 21, 2005, Intercare filed a First Amended Joint Chapter 11
Plan of Reorganization in the first case.  In that Plan, Intercare
listed the IRS as the holder of a tax claim entitled to priority
under Sec. 507(a)(8) in the amount of $8,724,180.

On May 6, 2005, an Amended Order Confirming First Amended Joint
Chapter 11 Plan of Reorganization was entered in the First Case
which re-vested the bankruptcy estate in the reorganized debtor
subject to the terms of the confirmed plan.

Intercare defaulted on its payment obligations to the IRS a couple
of times, and the government agency restructured the payments.

On September 5, 2007, a final decree was entered in Intercare's
First Case. The case was closed on November 30, 2007.

One year later, Intercare failed to make a plan payment due on
November 14, 2008. Thereafter, Intercare ceased making payments.
On January 26, 2009, the IRS sent a Notice of Default.

Intercare Health Systems, Inc. -- fka National Psychiatric
Services, Inc.; dba City of Angels Medical Center, dba Ingelside
Hospital, and dba Ingleside Medical -- commenced its second
chapter 11 case (Case No. 09-29121, Bankr. C.D. Calif.) on
July 24, 2009.

On November 14, 2012, an order was entered confirming the Amended
Joint Plan of Reorganization filed by Intercare and the Official
Committee of Unsecured Creditors.  Under the Plan, the IRS was
listed as the holder of a tax claim entitled to priority under
Sec. 507(a)(8) in the amount of $2,237,853.

A copy of Judge Carroll's Nov. 12, 2013 Memorandum Decision is
available at http://is.gd/rxaQvWfrom Leagle.com.

Michael S. Kogan, Esq. -- mkogan@ecjlaw.com -- at Ervin Cohen &
Jessup LLP, served as counsel to the Debtor in the 2009 case.

In the 2009 petition, the Debtor estimated $10 million to $50
million in both assets and debts.  The petition was signed by
Ronald L. Durkin, CRO, the company's chief restructuring officer.


INTERNAP NETWORK: Moody's Rates $350MM Secured Credit Notes 'B3'
----------------------------------------------------------------
Moody's Investors Service assigned a first time B3 corporate
family rating (CFR) and B3-PD probability of default rating (PDR)
for Internap Network Services Corporation. Moody's also assigned
B3 (LGD3-46%) ratings to the company's $350 million senior secured
credit facilities which consist of a $300 million term loan due
2019 and $50 million revolver due 2018. The company plans to use
the proceeds to refinance existing debt and to fund the $145
million acquisition of hosting provider iWeb. In addition, Moody's
has assigned a Speculative Grade Liquidity rating of SGL-2,
reflecting Internap's expected high cash balance and undrawn $50
million revolver at close which will more than cover the company's
expected cash burn over the next 4 to 6 quarters. The ratings are
contingent upon Moody's review of final documentation and no
material change in the terms and conditions of the debt as advised
to Moody's. The rating outlook is stable.

Issuer: Internap Network Services Corporation

Assignments:

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Senior Secured Term Loan due 2019, Assigned B3, LGD3 -46%

Senior Secured Revolver due 2018, Assigned B3, LGD3 -46%

Speculative Grade Liquidity Rating, Assigned SGL-2

Outlook, Stable

Ratings Rationale:

Internap's B3 CFR reflects its small scale, high leverage and
consistent negative free cash flow as a result of its high capital
intensity. The rating also incorporates Moody's concerns that the
company derives approximately half of its revenue from its lower
margin partner data center business and its IP services business
which faces continual price pressure and represents somewhat of a
commodity-like service. These limiting factors are offset by
Internap's stable base of contracted recurring revenues within its
company controlled datacenter business and its established
reputation as a high quality provider in the fast growing
collocation, managed services and cloud segments.

Internap has made progress in growing its managed services and
cloud offerings by introducing proprietary platforms and high
quality services which differentiate the company from competitors.
Moody's expects this market segment to experience strong growth in
the next several years as companies become more comfortable
outsourcing their computing needs to providers like Internap. The
recent acquisition of iWeb should allow Internap to expand its
customer reach into the SMB market from its current focus on
enterprise customers. However, the increased investment into the
managed services and cloud computing business will expose Internap
to competition from large and well capitalized providers like
Amazon, IBM, Rackspace, AT&T and others.

The ratings for the debt instruments reflect both the overall
probability of default of Internap, to which Moody's assigns a PDR
of B3-PD, the average family loss given default assessment and the
composition of the debt instruments in the capital structure.
Despite the all-bank debt capital structure, Moody's has assigned
a family level average expected loss assumption of 50% due to the
high mix of non-facilities based revenues inherent in Internap's
business. Moody's believes that this business mix would lead to a
below average recovery upon default compared to a traditional
asset heavy telecom operator. The proposed $300 million senior
secured term loan and $50 million senior secured revolver are
rated B3 (LGD3, 46%), in line with the CFR.

Internap's speculative grade liquidity rating of SGL-2 reflects
Moody's expectation that Internap will maintain good liquidity
over the next twelve months. Moody's estimates that Internap will
have approximately $50 million of cash on hand and an undrawn $50
million revolver at the close of the transaction. Moody's expects
the company to remain cash flow negative over the next 12-18
months given the company's high capital intensity.

The stable outlook reflects Moody's view that Internap will
continue to grow revenue in the mid single digit percentage range
while improving its EBITDA margin towards 30%. Moody's could
consider a rating upgrade if free cash flow approaches 5% of debt
and leverage were to trend towards 4x (both on a Moody's adjusted
basis). Downward rating pressure could develop if liquidity
becomes strained or Moody's adjusted leverage increases above
6.5x.

Headquartered in Atlanta, Georgia, Internap Network Services
Corporation ("Internap") is a publicly traded provider of data
center and internet protocol services. The company generated $279
million in revenue for the last twelve month ended September 30,
2013.


INTRAWEST RESORTS: Moody's Assigns B2 CFR & Rates $55MM Notes B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating (PDR) to Intrawest
Resorts Holdings, Inc. At the same time, Moody's assigned a B2
rating to the company's proposed $540 million 1st lien term loan
due 2020 and $55 million letter of credit facility expiring in
2018. In addition, Moody's assigned a Ba2 rating to the company's
proposed $25 million super priority 1st lien revolving credit
facility expiring in 2018. Proceeds from the 1st lien term loan,
together with $50 million of proceeds from a separate, sponsor
owned entity funded on a standalone basis (Abercrombie & Kent), as
well as roughly $10 million of balance sheet cash, are expected to
be used to refinance existing debt and pay prepayment, transaction
and financing related fees and expenses. The rating outlook is
stable.

According to Moody's Analyst Brian Silver, "Intrawest's solid
market position in the North American ski industry is offset by
the company's high initial leverage and ongoing susceptibility to
varying skier visitation levels, which are largely driven by
difficult to predict economic and weather conditions."

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

B2 Corporate Family Rating;

B2-PD Probability of Default Rating;

Ba2 (LGD1, 1%) to the proposed $25 million 1st lien super
priority revolving credit facility due 2018;

B2 (LGD3, 46%) to the proposed $540 million 1st lien term loan
due 2020; and

B2 (LGD3, 46%) to the proposed $55 million 1st lien LC facility
due 2018.

The outlook is stable.

Ratings Rationale:

Intrawest's B2 Corporate Family Rating ("CFR") reflects its high
pro-forma financial leverage (approximately 5.9 times debt-to-
EBITDA at June 30, 2013, including Moody's standard analytical
adjustments), small size in terms of revenues relative to rated
lodging & cruise industry peers and the high degree of seasonality
inherent in its operations. Moreover, Intrawest's ski resort
EBITDA margins are considerably lower than some public industry
peers, such as Vail Resorts and Whistler Blackcomb. The rating
also incorporates the ski industry's sensitivity to both
discretionary consumer spending patterns and snow conditions.
However, Intrawest has a solid market position in North America as
evidenced by its ownership interest in seven mountain resorts,
including what are understood to be three of the top ten in the US
and two of the top three in Canada in terms of skier visits.
Positive rating consideration is given to the long-term stable
fundamentals of the ski resort industry in part due to high
barriers of entry, as well as Intrawest's geographically diverse
ski resort operations.

The Ba2 rating on the proposed $25 million 1st lien revolving
credit facility reflects its super priority status on all
collateral and guarantees ahead of the other first lien
facilities. The B2 rating on the other proposed 1st lien credit
facilities, including the $540 million 1st lien term loan and $55
million 1st lien LC facility, reflects their priority security
interest behind the revolver in substantially all assets of
Intrawest Resorts Holdings and subsidiary guarantors. The 1st lien
credit facilities will be guaranteed by Intrawest US Holdings,
Inc. and benefit from the support provided by the company's
unsecured 3rd party debt and other unsecured non-debt obligations
of the company. Moody's used a 50% mean family-level LGD recovery
estimate due to the presence of 1st lien and unsecured 3rd party
debt in the proposed capital structure. As a result, the company's
PDR is in line with the CFR at B2-PD.

The stable outlook reflects Moody's expectation that visitation
trends will remain healthy, assuming normalized snow conditions,
and that revenues and earnings will grow moderately during the
next 12 -- 18 months. The outlook also assumes that consumer
spending will not materially weaken.

The ratings could be upgraded if the company is able to improve
profitability such that debt-to-EBITDA is sustained below 5.0
times and EBIT-to-interest approaches 2.0 times. In addition,
Moody's would expect a more robust liquidity profile prior to any
upward rating consideration. Alternatively, the ratings could be
downgraded if the company does not meet expectations and debt-to-
EBITDA and EBIT-to-interest are sustained above 6.5 times and/or
approach 1.0 times, respectively. The ratings could also be
downgraded if liquidity weakens and there is reliance on the
revolver to meet cash needs or if the company becomes more
aggressive on the financial policy front, primarily related to
future acquisition activity and/or real estate development.

Intrawest Resorts Holdings, Inc. (ITW or Intrawest), headquartered
in Denver, Colorado, is one of North America's premier mountain
resort and adventure companies. ITW operates three reportable
segments through its subsidiaries including Mountain (66% of FY13
revenues), Adventure (22%), and Real Estate (12%). The Mountain
segment includes six ski resorts in the US and Canada including;
Steamboat and Winter Park in Colorado, Stratton in Vermont,
Snowshoe in West Virginia, Tremblant in Quebec, and Blue Mountain
in Ontario (50% ownership). ITW also has a 15% ownership interest
in Mammoth Mountain in California. The company also owns Canadian
Mountain Holidays (CMH), a heli-skiing operator and aviation
business, as well as a comprehensive set of real estate
businesses. Real estate includes the management, marketing and
sales of vacation club properties through Intrawest Resort Club
Group (IRCG), management of condo/hotel properties through
Intrawest Hospitality Management (IHM), and sales and marketing of
residential real estate through Playground. Intrawest is owned by
Fortress Investment Group and was taken private via LBO in 2006.
During the twelve month period ended June 30, 2013 (FY13) the
company generated nearly $525 million in revenues.


INTRAWEST RESORTS: S&P Assigns Prelim. 'B' Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned Denver-based mountain
resort operator and real estate manager and developer Intrawest
Resort Holdings Inc. a preliminary 'B' corporate credit rating.
The rating outlook is stable.

"In addition, we assigned Intrawest's proposed $25 million
super-priority revolver due 2018 our preliminary 'BB-' issue-level
rating, with a preliminary recovery rating of '1', indicating our
expectation for very high (90% to 100%) recovery for lenders in
the event of a payment default.

"We also assigned Intrawest's proposed $540 million first-lien
term loan due 2020 and $55 million letter of credit facility due
2018 our preliminary 'B+' issue-level rating, with a preliminary
recovery rating of '2', indicating our expectation for substantial
(70% to 90%) recovery for lenders in the event of a payment
default."

"At the same time, we placed our ratings on Intrawest Cayman L.P.,
including our 'B-' corporate credit rating, on CreditWatch with
positive implications, reflecting the expected improvement in the
capital structure of primary subsidiary Intrawest Resorts Holdings
Inc. upon the completion of the proposed refinancing. After
raising our ratings on Intrawest Cayman L.P. by one notch, we will
withdraw them, as the entity will no longer have rated debt
outstanding."

"The company will use proceeds from the new term loan, along with
cash on hand and a one-time distribution from affiliate company
Abercrombie & Kent (A&K), to refinance existing secured debt at
Intrawest Cayman L.P. and to pay for fees and expenses."

"Further, concurrent with the proposed refinancing, affiliates of
Intrawest's majority owner Fortress Investment Group will exchange
about $1.1 billion of a total $1.4 billion (as of June 30, 2013)
in principal and accrued interest of subordinated debt at
Intrawest Cayman L.P., for additional equity units in Intrawest
Cayman L.P.

"Provisions of the proposed additional equity units allow for a
stated preferred return that is to be paid out before any return
to existing common equity units. Nevertheless, we do not view the
additional equity units as debt-like, given there is no stated
maturity and it is our understanding that almost all of the
additional equity units will be allocated to current holders of
Intrawest Cayman L.P.'s common equity in roughly the same
proportion as the common equity holdings."


KHATI BROTHERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Khati Brothers Investments, Inc.
           dba Roadway Auto Towing
        P.O. Box 462707
        Escondido, CA 92046

Case No.: 13-11051

Chapter 11 Petition Date: November 13, 2013

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

Debtor's Counsel: David L. Speckman, Esq.
                  SPECKMAN & ASSOCIATES
                  1350 Columbia Street, Suite 503
                  San Diego, CA 92101
                  Tel: (619) 696-5151
                  Email: speckmanandassociates@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Frank Khati, vice president.

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


LANDMARK MEDICAL: Judge's Ruling on Company Sale Pushed Back
------------------------------------------------------------
SF Gate News reports that a Rhode Island judge's ruling on a
request to finalize the sale of Landmark Medical Center in
Woonsocket to a for-profit California hospital chain has been
pushed back.

Superior Court Judge Michael Silverstein was expected to issue a
ruling Wednesday on a petition that seeks to close the sale of
financially troubled Landmark to Prime Healthcare Services,
according to SF Gate News.  The report relates that Landmark
spokesman Bill Fischer said the hearing has been rescheduled for
Nov. 15.

Landmark has been in receivership since 2008, and previous
purchase agreements have fallen through, the report notes.

The report relates that the parties say they want to close no
later than Dec. 31, but prefer to do so by Nov. 30.

Blue Cross Blue Shield of Rhode Island has filed a limited
objection related to $3 million it claims it's owed as a creditor,
the report relays.


LEE ENTERPRISES: Debt Reduced 2 Years Ahead of Plan
---------------------------------------------------
Thomson Reuters ONE reported that Lee Enterprises, Incorporated, a
major provider of local news, information and advertising in 50
markets, reported on Nov. 11 that for its fourth fiscal quarter
ended September 29, 2013, digital revenue continued to increase,
operating expenses continued to decrease and debt has been reduced
to a level two years ahead of its reorganization plan.

Because of period accounting, year-over-year comparisons are
distorted.  The 2012 quarter and fiscal year included an
additional week of business activity, which added both revenue and
cash costs in comparison with the 2013 periods.

Also, the 2013 quarter includes a non-cash impairment charge of
$1.94 per diluted common share.  As a result, Lee reported a
preliminary(2) loss of $1.71 per diluted common share, compared
with a loss of 6 cents in 2012.  Excluding unusual matters,
adjusted earnings per diluted common share(1) totaled 25 cents for
the 2013 quarter, compared with 7 cents a year ago.

"Aggressive digital and subscription revenue and business
transformation initiatives have enabled Lee to continue delivering
strong, improving cash flow and rapid debt reduction," said
Mary Junck, chairman and chief executive officer.  "Our unmatched
local news, information and advertising continue to drive huge
print and digital audiences of all ages, adding to our optimism
for continued success in 2014."

She also noted:

   -- Adjusted EBITDA(1) increased to $173.7 million in 2013, the
fifth consecutive year of strong, stable performance.

   -- Total digital revenue, including advertising, marketing
services, subscriptions and digital businesses, totaled $19.8
million in the quarter, up 4.3% compared with the quarter a year
ago, which included the extra week of operations.  On a comparable
13-week basis, total digital revenue increased 9.5% compared with
the quarter a year ago.

   -- Mobile advertising revenue increased 65.1%, to $1.5 million
in the 2013 quarter.

   -- Operating expenses, excluding depreciation, amortization and
unusual matters, decreased 9.8% for the quarter and 5.2% for the
year.  On a comparable 13-week basis, operating expenses,
excluding depreciation, amortization and unusual matters,
decreased 4.0% compared with the quarter a year ago.

   -- Debt was reduced by $26.0 million for the quarter and $98.4
million for the fiscal year to a balance of $847.5 million,
achieving the target level in Lee's reorganization plan two years
early.

   -- Increases from branded editions resulted in a 7.4% increase
in Sunday circulation for the six months ended September 2013,
compared to the prior year period. Daily circulation decreased
3.5%.

   -- Digital audiences continued to grow. Mobile, tablet, desktop
and app page views increased 9.4% in September 2013 compared with
a year ago to 209.1 million, and monthly unique visitors increased
2.7% to 23.2 million.

   -- Pension liabilities, net of plan assets, totaled $30.6
million as of September 29, 2013, a $38.1 million improvement from
September 30, 2012, due to strong asset returns and an increase in
discount rates used to measure the liabilities.  Contributions to
pension plans are expected to total $1.4 million in 2014, a 77%
reduction from 2013, increasing cash available for debt reduction
in fiscal year 2014.

A full-text copy of the Reuters article is available at:
http://is.gd/cfgPDM

                      About Lee Enterprises

Lee Enterprises, Incorporated, headquartered in Davenport, Iowa,
publishes the St. Louis Post Dispatch and the Arizona Daily Star
along with more than 40 other daily newspapers and about 300
weekly newspapers and specialty publications in 23 states.
Revenue for the 12 months ended December 2010 was $780 million.
The Company has 6,200 employees, with 4,650 working full-time.

Lee Enterprises and certain of its affiliates filed for Chapter 11
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a
prepackaged plan of reorganization.  The Debtor selected Sidley
Austin LLP as its general reorganization and bankruptcy counsel,
and Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Debtor disclosed total assets of $1.15 billion and total
liabilities of $1.25 billion at Sept. 25, 2011.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility pursuant to the Reorganization Plan.  This
commitment also includes the potential payment of up to $10
million as backstop cash to Reorganized Lee Enterprises to acquire
the loans.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.

On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a
second version of their prepackaged Chapter 11 reorganization
plan.  Lee Enterprises declared the prepackaged plan effective on
Jan. 30.


LEVEL 3 FINANCING: Fitch Rates $300MM Sr. Notes at 'BB-/RR2'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR2' rating to Level 3
Financing, Inc.'s issuance of $300 million floating rate senior
notes due 2018. Level 3 Financing is a wholly owned subsidiary of
Level 3 Communications, Inc. (LVLT). The Issuer Default Rating
(IDR) for both LVLT and Level 3 Financing is 'B' with a Positive
Rating Outlook. LVLT had approximately $8.5 billion of debt
outstanding on Sept. 30, 2013.

Proceeds from the senior note offering are expected to be used to
refinance the company's existing equivalent sized floating rate
senior notes due 2015. The senior notes will be guaranteed by LVLT
and other operating subsidiaries including Level 3 LLC (a direct
wholly owned subsidiary of Level 3 Financing, Inc.) in a manner
similar to the existing senior notes issued by Level 3 Financing.
The new notes will rank pari passu with Level 3 Financing's
existing senior unsecured indebtedness. Outside of the extended
maturity date, LVLT's credit profile has not substantially
changed.

Fitch believes that LVLT's liquidity position is adequate given
the rating and is primarily supported by cash carried on its
balance sheet, which as of Sept. 30, 2013, totaled approximately
$507 million. The company does not maintain a revolver and relies
on capital market access to replenish cash reserves, which limits
the company's financial flexibility in Fitch's opinion. LVLT does
not have any significant maturities scheduled during the remainder
of 2013 or into 2014. LVLT's next scheduled maturity is not until
2015 when approximately $775 million of debt is scheduled to
mature or convert into equity.

Key Rating Drivers:

-- LVLT's credit profile continues to strengthen in line with
Fitch's expectations. Fitch foresees LVLT leverage will
approximate 5.3x by the end of 2013 and 4.9x by year-end 2014 as
the company continues its progress to achieving its 3x to 5x net
leverage target.

-- The company is poised to generate sustainable levels of free
cash flow (FCF; defined as cash flow from operations less capital
expenditures and dividends). Fitch anticipates LVLT FCF generation
during 2014 will approximate 4% of consolidated revenues.

-- LVLT's revenue mix transformation is proceeding. LVLT's
operating strategies are aimed at shifting its revenue and
customer focus to become a predominantly enterprise-focused
entity.

-- The operating leverage inherent within LVLT's business model
positions the company to expand both gross and EBITDA margins.

The Positive Rating Outlook reflects Fitch's belief that LVLT will
continue capitalizing on operating synergies captured to date
(related to the Global Crossing acquisition) and expand operating
margins, which in turn will position the company to generate
sustainable levels of positive FCF and strengthen its credit
profile during the remainder of 2013 and into 2014.

LVLT's leverage has declined to 5.3x as of the latest 12 months
(LTM) period ended Sept. 30, 2013, which compares favorably with
company's leverage of 5.85x as of Dec. 31, 2012 and 6.10x as of
Sept. 30, 2012. Fitch foresees LVLT's leverage will move below
5.3x by the end of 2013 and below 5x as of year-end 2014 as the
company continues its progress to achieving its 3x to 5x net
leverage target.

Positive rating actions will likely occur as the company
demonstrates that it can consistently generate positive FCF and
maintain leverage below 5.5x. Equal consideration will be given to
the company's ability to capitalize on operating cost synergies
achieved to date while maintaining positive operational momentum.
Evidence of positive operating momentum includes stable to
expanding gross margins and revenue growth within the company Core
Network Services segment. Fitch believes the company's ability to
grow high margin CNS revenues coupled with the strong operating
leverage inherent in its operating profile will enable the company
to generate consistent levels of FCF. The company reported a $42
million FCF deficit during the LTM period ended Sept. 30, 2013,
which compares favorably to the $165 million FCF deficit reported
during the year ended Dec. 31, 2012. Fitch expects that LVLT will
generate a nominal amount of positive FCF during 2013 and that FCF
generation will approximate 4% of consolidated revenues during
2014.

Overall, Fitch's ratings incorporate LVLT's highly levered balance
sheet, its weaker competitive position and lack of scale relative
to larger and better capitalized market participants. The ratings
for LVLT reflect the company's strong metropolitan network
facilities position relative to alternative carriers, as well as
the diversity of its customer base and service offering, and a
relatively stable pricing environment for a significant portion of
LVLT's service portfolio.

Based largely on LVLT's strategy to invest in metropolitan
facilities and carry more communications traffic on its network,
the company derives strong operating leverage from its cost
structure and network, enabling it to enhance margins.
Additionally, Fitch expects that the company can further
strengthen its operating leverage by continuing to shift its
revenue and customer focus to become a predominantly enterprise-
focused entity.

Rating Sensitivities:

What Could Trigger a Positive Rating Action

-- Consolidated leverage maintained at 5.5x or lower;
-- Consistent generation of positive FCF;
-- Positive operating momentum characterized by consistent core
    network services revenue growth and gross margin expansion.

What Could Trigger a Negative Rating Action

-- Weakening of LVLT's operating profile, as signaled by
    deteriorating margins and revenue erosion brought on by
    difficult economic conditions or competitive pressure.

-- Discretionary management decisions including but not limited
    to execution of merger and acquisition activity that increases
    leverage beyond 6.5x in the absence of a credible
    deleveraging plan.


LEVEL 3 FINANCING: Moody's Rates New $300MM Sr. Secured Notes 'B3'
------------------------------------------------------------------
Moody's Investors Service rated Level 3 Financing, Inc.'s new $300
million senior unsecured notes B3. Financing is a wholly-owned
subsidiary of Level 3 Communications, Inc., the guarantor of the
facilities. Level 3's corporate family and probability of default
ratings remain unchanged at B3 and B3-PD, respectively, and its
speculative grade liquidity rating remains unchanged at SGL-1
(very good liquidity). In addition, the ratings outlook remains
stable.

Proceeds from the new issue will be used to repay a similar amount
of the company's senior unsecured floating rate notes that mature
February 2015. As sources and uses are approximately equal and the
new issue is the same class of debt as that being fully repaid
(i.e. senior unsecured in the name of Financing, Inc., guaranteed
by Level 3), the new notes are rated at the same level as the debt
they replace and there is no ratings impact.

The following summarizes rating action as well as Level 3's
ratings:

Assignments:

Issuer: Level 3 Financing, Inc.

Senior Unsecured Regular Bond/Debenture, B3 (LGD4, 58%)

Issuer: Level 3 Communications, Inc.

Corporate Family Rating, unchanged at B3

Probability of Default Rating, unchanged at B3-PD

Speculative Grade Liquidity Rating, unchanged at SGL-1

Outlook, unchanged at Stable

Senior Unsecured Bond/Debenture, unchanged at Caa2 (LGD6, 92%)

Issuer: Level 3 Financing, Inc.

Senior Secured Bank Credit Facility, unchanged at Ba3 (LGD2, 10%)

Senior Unsecured Regular Bond/Debenture (including debts issued by
Level 3 Escrow, Inc. that have been assumed by Level 3 Financing,
Inc.), unchanged at B3 (LGD4, 58%)

Ratings Rationale:

Level 3's B3 CFR is based on the company's limited ability to
generate free cash flow over the next 12-to-18 months and the lack
of visibility with respect to current and future activity levels.
Level 3 has a reasonable business proposition as a facilities-
based provider of optical, Internet protocol telecommunications
infrastructure and services, however, owing to excess long-haul
transport capacity, margins are relatively weak. Moody's does not
expect supply and demand balance to change and therefore expect
stable margins going forward. With no quantity or price metrics
disclosed by the company or its competitors, visibility of current
and future activity is very limited, a credit negative. The rating
is also based on the expectation that there is sufficient
liquidity to continue to fund investments in synergy-related
initiatives, and that the company's improving credit profile
facilitates repayment and/or roll-over of 2015 and 2016 debt
maturities.

Rating Outlook:

The stable ratings outlook is premised on the expectation that
Level 3 will be modestly cash flow positive (on a sustained
basis).

What Could Change the Rating - Up:

In the event that Debt/EBITDA declines towards 5.0x and (RCF-
CapEx)/Debt advances beyond 5% (in both cases, inclusive of
Moody's adjustments and on a sustainable basis), positive ratings
actions may be warranted.

What Could Change the Rating - Down:

Whether the result of execution mis-steps or adverse industry
conditions, should it appear that the company is not cash flow
self-sufficient, or in the event of significant debt-financed
acquisition activity, negative ratings activity may be considered.

Corporate Profile:

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc. (Level 3) is a publicly traded international communications
company with one of the world's largest long-haul communications
and optical Internet backbones. Level 3's annual revenue is
approximately $6.4 billion and annual (Moody's adjusted) EBITDA is
$1.7 billion. Approximately 62% of revenue is generated in North
America, 14% in Europe, 12% in Latin America, while the remaining
12% of revenue is generated through other sources.


LEVEL 3 FINANCING: S&P Rates $300MM Floating Rate Sr. Notes 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating and '6' recovery rating to Level 3 Financing Inc.'s $300
floating rate senior notes due 2018. Level 3 Financing is a
subsidiary of Broomfield, Colo.-based Level 3 Communications Inc.

"The '6' recovery rating reflects our expectation of negligible
(0% to 10%) recovery for noteholders in the event of a default."

The notes will be sold under Rule 144A with registration rights
and proceeds will refinance the $300 million floating rate senior
notes due 2015.

"Other ratings on Level 3 Communications and subsidiaries,
including the 'B' corporate credit rating, are unchanged. The
outlook is stable.

Level 3 Communications, a global telecommunications provider,
reported approximately $8.6 billion of outstanding debt at Sept.
30, 2013.

RATINGS LIST

Level 3 Communications Inc.
Corporate Credit Rating                     B/Stable/--

New Rating

Level 3 Financing Inc.
Senior Unsecured
  $300 mil. floating rate senior
  notes due 2018                             CCC+
   Recovery Rating                           6


LONE PINE: Enters Commitment Letter for New Financing
-----------------------------------------------------
Lone Pine Resources Inc. on Nov. 12 provided an update regarding
its restructuring plan and related court proceedings.

                  Execution of Commitment Letter

On Nov. 11, 2013, Lone Pine entered into a commitment letter with
a syndicate of lenders to provide for a new senior secured credit
facility (the "New ABL") to be effective upon completion of the
Company's proposed restructuring under the Companies' Creditors
Arrangement Act (the "CCAA") that was previously announced on
September 25, 2013.  Funding of the New ABL, which remains subject
to the negotiation and execution of definitive documentation, is
conditional on, among other things, completion of the proposed
restructuring as previously announced by the Company.  It is
estimated that the available borrowing base of the New ABL will be
$130 million at the time of closing.  As part of the proposed
restructuring, Lone Pine expects that proceeds from a new US$100
million preferred equity investment to be made by eligible
affected creditors, together with a portion of the borrowings
available under the New ABL, will be used to repay all secured
indebtedness under the Company's existing secured credit facility.
Lone Pine intends to seek approval of the commitment letter in
respect of the New ABL from the Alberta Court of Queen's Bench in
its proceedings under the CCAA.

                Automatic Extension of Stay Period

In connection with Lone Pine's execution of a commitment letter
for the New ABL, the stay of proceedings against Lone Pine,
certain of its affiliates, and its directors and officers under
the CCAA that was initially put in place by the Canadian Court on
September 25, 2013 has been automatically extended to and
including November 29, 2013.

Lone Pine intends to propose a plan of compromise and arrangement
in accordance with the restructuring terms previously announced,
which will provide for, among other things, the cancellation of
all outstanding shares of the Company's common stock, the
conversion of US$195 million of 10.375% senior notes plus accrued
but unpaid interest into new common shares and a new US$100
million preferred share offering to eligible affected creditors.
Lone Pine anticipates filing a proposed plan on or before Nov. 29,
2013, unless otherwise extended.

In connection with the CCAA proceedings, on Oct. 9, 2013, the
Canadian Court approved a claims procedure order and established
an initial claims bar date of Nov. 13, 2013.  On Nov. 8, 2013, the
Canadian Court granted an order extending the claims bar date from
Nov. 13, 2013 to Nov. 27, 2013.

                    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 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.
Lone Pine Resources 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, LPR Canada and all other subsidiaries of the Company
are parties to the CCAA and Chapter 15 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.


MDC PARTNERS: Moody's Retains Ratings After $100MM Notes Add-on
---------------------------------------------------------------
Moody's Investors Service says MDC Partners Inc. ratings remain
unchanged following the announced $100 million add-on to the
existing 6.75% senior unsecured notes due 2020 which will increase
the note issue to $650 million. The B3 rating on the senior
unsecured notes and B2 corporate family rating will remain
unchanged. The outlook remains Stable.

While the $100 million increase raises the total debt to EBITDA
ratio to 6.6x, the company has benefited from strong performance
over the last five quarters aided by new business wins and
improved operating efficiency. Moody's anticipates that revenue
and EBITDA will continue to increase over the rating horizon. MDC
and its competitors in the advertising industry will remain
sensitive to declines in ad spending, however. The add-on is the
third time MDC has raised its debt levels since December of 2012.
After minimal acquisition activity since the first quarter of
2012, Moody's anticipates modest sized acquisitions going forward.
Moody's also expects MDC to target returning 25% of management
defined free cash flow to shareholders.

MDC intends to use the proceeds from the add-on notes for general
corporate purposes, which could include a redemption of stock
appreciation rights for cash as announced on their Q3 2013
earnings call, new acquisitions, deferred acquisition payments, or
for additional working capital.


MDC PARTNERS: S&P Keeps B- Unsec. Notes Rating Over $100MM Add-on
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue-level
rating on New York-based advertising holding company MDC Partners
Inc.'s unsecured notes due 2020 remains 'B-' following the
company's proposal for a $100 million add-on.

"The recovery rating on this debt remains '5', indicating our
expectation for modest (10% to 30%) recovery for noteholders in
the event of a payment default. The company plans to use proceeds
for general corporate purposes."

"Under our base-case scenario, we expect leverage (including our
adjustments for operating leases, earn-outs, and put obligations)
could remain above 5x through 2014."

"As a result, over the next 12 months, we expect to continue to
characterize the company's financial risk profile as "highly
leveraged," which includes leverage above 5x, based on our
criteria."  Elevated financial risk, together with continued
economic uncertainty and our assessment of the company's business
risk profile as "fair," are key considerations in the 'B'
corporate credit rating. Our management and governance assessment
is "fair."

"Pro forma for the note offering, lease-adjusted debt (including
deferred acquisition consideration and put obligations) to EBITDA
(before noncash stock compensation, including affiliate
distributions and adjustments for deferred acquisition
consideration, but after minority interest) was high, at roughly
6.2x as of Sept. 30, 2013. However, debt to EBITDA is down from
8.2x in 2012 as a result of EBITDA growth over the last 12
months."

"Our rating outlook is stable, reflecting our expectation that MDC
will generate positive discretionary cash flow of roughly $75
million to $100 million in 2014, and that leverage will begin to
decrease as EBITDA grows and talent-related spending subsides."

"We could raise the rating over the long term if leverage drops to
below 4x on a sustained basis, compliance with financial
covenants remains above 20%, and the company maintains adequate
liquidity and establishes a less aggressive financial policy. We
believe the company could achieve these measures in 2015, assuming
stronger economic trends and barring a continuation of aggressive
debt-financed acquisition activity."

"We expect such a scenario would entail continued mid- to high-
single-digit percent organic revenue growth and a steady reduction
in deferred acquisition-related liabilities."

"Conversely, although less likely in our view, we could lower the
rating if the company does not continue to generate sustainable
positive discretionary cash flow, or if covenant headroom falls
below 15% with an expectation of further narrowing, stemming from
operating weakness and acquisition or earn-out-related payments."

RATINGS LIST

MDC Partners Inc.
Corporate Credit Rating         B/Stable/--

Ratings Unchanged

MDC Partners Inc.
Senior Unsecured
  $650M* notes due 2020          B-
   Recovery Rating               5

*Following $100M add-on.


MERGE HEALTHCARE: S&P Cuts CCR to CCC on Poss. Covenant Violation
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chicago-based Merge Healthcare Inc. to 'CCC' from 'B'.
The outlook is developing.

"At the same time, we lowered our issue-level rating on the
company's $270 million senior secured credit facilities,
consisting of a $250 million first-lien term loan due 2019 and a
$20 million revolving credit facility due 2018, to 'CCC' from 'B+'
and revised the recovery rating to '3' from '2'.  The
'3' recovery rating indicates our expectation for meaningful (50%
to 70%) recovery in the event of payment default."

"The downgrade to 'CCC' reflects our view that deteriorating
operating performance may result in a covenant violation within
the next 12 months unless the company amends its covenant
schedules or performance improves materially over this period,"
said Standard & Poor's credit analyst Andrew Chang. "Stronger
quarters will drop off the covenant calculation during the
December and March quarters, and the covenant steps down in June
2014," added Mr. Chang.

The ratings reflect Merge's "vulnerable" business risk profile
based on its deteriorating operating performance, continued weak
end-market demand, narrow market focus in the health care IT
industry, and recent management and board turnover. This is a
revision from our previous assessment of "weak." The company has a
"highly leveraged" financial risk profile in our assessment,
reflecting leverage in the 6x area as of September 2013, and we
assess its liquidity as "less than adequate," reflecting the
constrained covenant headroom.

Merge is a health care IT imaging solutions provider that develops
software solutions to automate health care data and diagnostic
workflow. Its key products include radiology- and cardiology-
related imaging solutions, computer-aided detection for original
equipment manufacturers, and solutions to create interoperability
between images and electronic health care records.


METRO AFFILIATES: Wins First Skirmish With Labor Unions
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that school School bus operator Atlantic Express
Transportation Corp. won a skirmish with labor unions four days
after its Nov. 4 Chapter 11 filing.

According to the report, the fourth-largest school-bus operator in
the U.S. explained how the unions exercised rights under the
companies' contracts with the New York City Department of
Education by persuading the DOE to withhold almost $1.8 million
for services provided in September.

The withholding was based on the union's contention that the
company unilaterally declared an impasse and instituted new
contract terms improperly.

The DOE told the bankruptcy judge in Manhattan that there were
only allegations of improper actions by the company and no rulings
to trigger withholding.

Consequently, U.S. Bankruptcy Judge Sean Lane signed an order on
Nov. 8 telling the department to turn the $1.8 million over to
Staten Island, New York-based Atlantic and not make withholdings
in future months.

The judge is allowing the DOE to withhold almost $2.8 million in
November and December to make up for overcharges in the prior
school year.

Judge Lane will hold another hearing on Dec. 2 to decide whether
to halt a lawsuit the unions filed in state court seeking to force
compliance with expired contracts.

                      About Metro Affiliates

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).  The
case is assigned to Judge Sean Lane.

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.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, first sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


METRO AFFILIATES: Court Issues Order for Delivery of DOE Payments
-----------------------------------------------------------------
At the behest of Metro Affiliates, Inc., et al., Judge Sean Lane
of the U.S. Bankruptcy Court for the Southern District of New York
issued an order enforcing the automatic stay pursuant to Section
362(a) of the Bankruptcy Code.

Debtors Amboy Bus Company, Atlantic Queens Bus Corp., and Atlantic
Escorts, Inc., sought an enforcement of the automatic stay or,
alternatively, obtain an injunction under Section 105(a), in order
to:

   (i) compel the New York City Department of Education to deliver
       to the Atlantic Debtors payments wrongfully withheld by the
       DOE from amounts that were due to the Atlantic Debtors on
       or around October 10, 2013;

  (ii) prevent the DOE from withholding additional sums from the
       payments that will be due to the Atlantic Debtors on or
       around November 10, 2013, and on or around the 10th of each
       month thereafter; and

(iii) stop Local 1181/1061, Amalgamated Transit Union, AFL-CIO,
       from continuing, with respect to amounts owed to the
       Atlantic Debtors, an Article 78 proceeding that seeks to
       require the DOE to withhold amounts due to New York City
       busing contractors, including the Atlantic Debtors, and to
       pay those amounts to the Union instead.

According to Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer &
Feld LLP, in New York, the Atlantic Debtors' survival will be
virtually impossible unless the Atlantic Debtors receive all
amounts due to them from the DOE.  The Atlantic Debtors rely on
their monthly income from the DOE to pay their workers, pay for
fuel, vehicle insurance, and other operating costs, and to obtain
additional necessary liquidity from their lenders.

                      About Metro Affiliates

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).  The
case is assigned to Judge Sean Lane.

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.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


METRO AFFILIATES: Can Employ Kurtzman as Claims & Noticing Agent
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Metro Affiliates, Inc., et al., to employ Kurtzman
Carson Consultants, LLC, as the claims and noticing agent.

KCC's consulting services and rates are as follows:

   Clerical                                 $40 to $60
   Project Specialist                       $80 to $140
   Technology/Programming Consultant       $100 to $200
   Consultant                              $125 to $200
   Senior Consultant                       $225 to $275
   Senior Managing Consultant                      $295

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

KCC received $25,000 from the Debtors before the Petition Date as
security for the Debtors' payment of obligations under the KCC
engagement agreement.

                      About Metro Affiliates

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).  The
case is assigned to Judge Sean Lane.

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.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, first sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


METRO AFFILIATES: Schedules Filing Date Extended to Dec. 18
-----------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York extended until Dec. 18, 2013, the time within
which Metro Affiliates, Inc., et al., must file their schedules of
assets and liabilities and statements of financial affairs.

The Debtors sought extension of their Schedules filing deadline
because preparing and finalizing the Schedules and Statements as
soon as possible would unnecessarily distract key management and
professionals from their efforts to stabilize the Debtors'
business operations in the wake of the Chapter 11 filing and their
nascent reorganization efforts, including the preservation of
creditor and employee relationships.  The Debtors assured the
Court that creditors and other parties-in-interest will not be
prejudiced by the proposed extension of the filing deadline
because, even under the extended deadline, the Schedules and
Statements would be filed in advance of any claims bar date.

                      About Metro Affiliates

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).  The
case is assigned to Judge Sean Lane.

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.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, first sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


METRO AFFILIATES: Has Interim OK to Pay Insurance Obligations
-------------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York gave Metro Affiliates, Inc., et al., interim
authority to pay maintain their prepetition insurance policies.
The Court also authorized the Debtors to pay prepetition
obligations outstanding on account of the Debtors' insurance
policies on an interim basis not to exceed an aggregate cap of
$1.5 million.

Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, relates that the Debtors maintain workers' compensation
programs and various insurance programs for liabilities and losses
related to, among other things, breach of officers' and directors'
duties, general liabilities, umbrella liability, automobile
liability, property damage and excess liability.  Ms. Beckerman
asserts that it is essential that the Debtors maintain their
insurance policies as termination of coverage could lead to the
violation of applicable law and certain of the Debtors' important
contracts, would place additional strain on the Debtors' customers
and employees who benefit from the policies, and could subject the
Debtors to enormous loss in value caused by accidents, casualty,
natural disaster or other unforeseen events during the ordinary
course of their business.

A hearing to consider entry of a final order will be held on
Dec. 2, 2013, at 11:00 a.m. (EST).  Objections are due Nov. 22.

                      About Metro Affiliates

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).  The
case is assigned to Judge Sean Lane.

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.  Silverman Shin & Byrne
PLLC serves as special counsel.  Rothschild Inc. serves as the
Debtors' investment banker, while Kurtzman Carson Consultants LLC
serves as their claims and noticing agent.

Wells Fargo Bank, National Association, as agent for a consortium
of DIP lenders, is represented by Jonathan N. Helfat, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., in New York.

The Bank of New York Mellon as indenture trustee and collateral
agent for prepetition noteholders, is represented by James
Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York.
Certain Noteholders are represented by Kristopher M. Hansen, Esq.,
at Stroock & Stroock & Lavan LLP, in New York.

This is Metro Affiliates' third trip to Chapter 11.  The Company,
together with its subsidiaries, previously sought protection under
Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro
Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.).  A
plan in the second Chapter 11 case was confirmed in September
2003.  The first bankruptcy was in 1994.


MF GLOBAL: Judge Denies Corzine Bid to Dismiss Shareholder Suit
---------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that a federal judge on Nov. 12 shot down Jon S. Corzine's bid to
dismiss a shareholder lawsuit against him and other former MF
Global Holdings Ltd. executives, saying the company told investors
it was fine despite "dire signs of mounting crisis."

According to the report, in a strongly worded 105-page opinion
filed in U.S. District Court in Manhattan, Judge Victor Marrero
said the arguments by Mr. Corzine and the other executives
amounted to a claim that "stuff happens," or that the company's
sudden implosion was the "fateful work of supernatural forces."

Judge Marrero's ruling means shareholders, led by the Virginia
Retirement System, can continue going after Mr. Corzine, the
former MF Global chairman and chief executive, as well as former
Chief Operating Officer Bradley I. Abelow, former Chief Financial
Officer Henri J. Steenkamp and other former executives, the report
said.  Also named in the suit, which was filed last year and
combines several class actions, are banks and underwriters that
worked with MF Global, including units of Goldman Sachs Group
Inc., J.P. Morgan Chase & Co., and Citigroup Inc.

The suit accuses Mr. Corzine of misleading investors about the
risky bets on European sovereign debt the company made, leading to
its Oct. 31, 2011, bankruptcy filing, the report said.  In seeking
dismissal last year, lawyers for Mr. Corzine called the lawsuit
"jumbled" and said investors weren't misled. A spokesman for Mr.
Corzine didn't immediately respond to a request for comment.

While Judge Marrero's decision merely says the suit can continue,
he wrote that if the plaintiffs couldn't "make out a plausible
claim here, they could not make it anywhere," a riff on the Frank
Sinatra song from the film "New York, New York," the report
further related.

                         About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MI PUEBLO: Seeks to Borrow $1.9 Million From Founder
----------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that
California grocery chain Mi Pueblo is seeking to borrow $1.9
million from founder and Chief Executive Juvenal Chavez to keep it
afloat while it restructures under Chapter 11 bankruptcy
protection.

                     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.


MINCO GOLD: Gets NYSE MKT Listing Non-Compliance Notice
-------------------------------------------------------
Minco Gold Corporation on Nov. 12 disclosed that it has received
notice from the NYSE MKT LLC that if the Company does not
adequately address the low selling price of the Company's stock
within a reasonable amount of time to the satisfaction of the
Exchange, the Company will not satisfy the continued listing
standards of the Exchange set forth in Section 1003(f)(v) of the
NYSE MKT Company Guide.  The Company has not yet determined what
action it will take in response to this notice.

There can be no assurance that the Company will be able to achieve
compliance with the Exchange's continued listing standards within
the required time frame.  If the Company is not able to regain
compliance with the continued listing standards within a
reasonable time after the date of the notice, the Company may be
subject to delisting procedures as set forth in the Company Guide.

                        About Minco Gold

Minco Gold Corporation -- http://www.mincomining.ca-- is a
Canadian mining company involved in the direct acquisition and
development of high-grade, advanced stage gold properties.  The
Company owns a 51% equity interest in the Changkeng Gold Project
through Guangdong Mingzhong Mining Co., Ltd., the operating
company for the Project.

The Company also owns a 100% interest in the Longnan projects with
10 exploration permits, located in Gansu Province, China; as well
as 13 million shares (approx. 22.00%) of Minco Silver Corporation.


MSD PERFORMANCE: Blank Rome Approved as Creditors' Panel Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of MSD Performance,
Inc. and its debtor-affiliates obtained authorization from the
U.S. Bankruptcy Court for the District of Delaware to retain Blank
Rome LLP as counsel, nunc pro tunc to Sept. 17, 2013.

As reported in the Troubled Company Reporter on Oct. 25, 2013,
Blank Rome will be paid at these hourly rates:

       Bonnie Glantz Fatell          $815
       Michael B. Schaedle           $635
       Josef W. Mintz                $375
       Partners and Counsel        $390-$940
       Associates                  $250-$565
       Paralegals                  $100-$355

Blank Rome will also be reimbursed for reasonable out-of-pocket
expenses incurred.

                     About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
estimated assets of at least $50 million and debts of at least
$100 million.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.

The Official Committee of Unsecured Creditors appointed in the
case retained Blank Rome LLP as counsel, and Carl Marks Advisory
Group LLC as financial advisors.


MSD PERFORMANCE: Carl Marks Okayed as Committee's Fin'l. Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of MSD Performance,
Inc. and its debtor-affiliates to retain Carl Marks Advisory Group
LLC as financial advisors, nunc pro tunc to Sept. 18, 2013.

As reported in Troubled Company Reporter on Oct. 25, 2013,
the Debtors will pay Carl Marks for its services, a fixed monthly
fee "Monthly Advisory fee" at the rate of $50,000 per monthly
period beginning Sept. 18, 2013, and for each subsequent monthly
period thereafter in which financial advisory services are to be
provided.

In addition, Carl Marks will also be paid a success fee, which
will be earned in full and due upon the substantial consummation
of a Chapter 11 plan of reorganization, liquidation or otherwise
in the Debtors' Chapter 11 cases, or a sale of substantially all
of the assets of the Debtors pursuant to section 363 of the
Bankruptcy Code.

According to the TCR report, the success fee will be in an amount
equal $50,000 in the case where a Plan or 363 Sale is expressly
supported by the Committee plus an additional $50,000 earned to be
paid as an administrative expense.  Carl Marks will also be
reimbursed for reasonable out-of-pocket expenses incurred.

                     About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
estimated assets of at least $50 million and debts of at least
$100 million.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.

The Official Committee of Unsecured Creditors appointed in the
case retained Blank Rome LLP as counsel, and Carl Marks Advisory
Group LLC as financial advisors.


MURRAY ENERGY: Moody's Rates New $1.02-Bil. Secured Term Loan 'B1'
------------------------------------------------------------------
Moody's Investors Service affirmed all ratings on Murray Energy
Corporation, including the B3 Corporate Family Rating ("CFR"), and
assigned new ratings to proposed debt to fund the company's
acquisition of certain mining and transportation assets from
CONSOL Energy, Inc. for cash consideration of $850 million and the
assumption of $2.2 billion in legacy liabilities. The rating
outlook is stable.

"The rating affirmation balances the clear positive impact on
Murray Energy's business profile with the integration risks of a
transformational acquisition and the financial risks created by
taking on incremental debt and substantive legacy liabilities,"
said Ben Nelson, Moody's Assistant Vice President and lead analyst
for Murray Energy Corporation.

Actions:

Issuer: Murray Energy Corporation

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

$1020 million Senior Secured Term Loan due 2019, Assigned B1 (LGD2
28%)

$400 million Second Lien Senior Secured Term Loan due 2020,
Assigned Caa1 (LGD4 69%)

$350 million Second Lien Senior Secured Notes due 2021, Affirmed
Caa1 (LGD4 69%)

Outlook, Stable

Rating Rationale:

The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed acquisition and financing
transactions expected to close in the fourth quarter of 2013. The
rating on the existing senior secured term loan is expected to be
withdrawn following repayment at closing.

Murray Energy intends to raise $1.6 billion of new debt including
an undrawn $200 million asset-based revolving credit facility, $1
billion first lien senior secured term loan, and $400 million
second lien senior secured term loan. Proceeds will fund the $850
million cash consideration to CONSOL, refinance an existing $350
million term loan, put cash on the balance sheet, and pay
transaction-related fees and expenses. The existing $350 million
Senior Secured Notes due 2019 will remain in place following a
successful consent solicitation and rank pari passu with the new
second lien term loan. Moody's estimates pro-forma adjusted
leverage in the low 4 times (Debt/EBITDA) excluding planned
operating synergies and the high 3 times including expected
operating synergies. This represents a modest deleveraging
compared to pre-acquisition leverage in the low 4 times. Moody's
calculations include adjustments for the capitalization of
operating leases and proportionate debt treatment of the UMWA's
1974 Plan using a multiple approach of cash contributions that
results an attributed amount well below the company's estimated
withdrawal liability at the next contract expiration in 2016.

The acquisition sets the stage for positive rating momentum if the
company can successfully integrate the acquired assets, manage
cash outlays for the acquired legacy liabilities, and demonstrate
an ability to generate free cash flow. The acquired assets fit the
company's strategy of mining high-heat coals to sell to scrubbed
base-load power plants. Adding five new mining complexes reduces
the current concern about the operational concentration of the
existing assets, and the location of the mines in the northern
panhandle of West Virginia near the company's existing three mines
in Ohio will provide blending opportunities that could enhance
profitability. The increased scale will make the company the
largest thermal coal producer in the Northern Appalachia coal
basin. On a combined basis, Moody's views favorably the company's
market leadership in Northern Appalachia, operational diversity,
solid contract positions, low-cost longwall mines, low-cost barge
and truck transportation to power plants served, and good
liquidity. These factors could support a rating higher than the B3
CFR if the company is able to address its near-term challenges and
improve its buffer against its longer-term challenges.

Near-term challenges include integrating an acquisition of
transformational size and scale, achieving planned operational
synergies, and maintaining or reducing cash costs at the acquired
mines through the change in ownership. Longer-term challenges
include withstanding what Moody's continues to expect will be a
difficult environment in the coal industry, harmonizing an
acquired workforce that is heavily unionized with an existing
workforce that is largely non-union, and avoiding unexpected cash
outlays related to the acquired legacy liabilities. Murray Energy
will assume the acquired subsidiaries' obligations related to
post-retirement benefits, workers' compensation, pneumoconiosis
("black lung"), long-term disability, and the UMWA's 1974 Plan, an
industry-wide defined benefit plan that is currently underfunded.
The expected cash outlays to fund these liabilities are
significant relative to Murray's expected cash flow generation.

Moody's expects sufficient EBITDA to cover $120-130 million of
cash interest expense, modest cash taxes, and $200-250 million of
maintenance capital spending. Free cash generation is likely to
remain limited in the near-term as the company completes the
integration of the CONSOL assets. The extent to which free cash
flow will turn positive in the intermediate term will depend on
the company's ability to achieve operational synergies, maintain
or reduce cash costs at the acquired mines, and avoid unexpected
cash outlays related to the acquired legacy liabilities. Nearly
$200 million of cash at closing and undrawn $200 million asset-
based revolving credit facility provide good back-up liquidity to
cover any unforeseen shortfalls, though Moody's does not expect
any usage over the next four quarters due to the elevated cash
balances.

The stable outlook assumes that funds from operations will exceed
maintenance capital requirements and the company will maintain a
good liquidity position. Moody's could upgrade the rating with
several quarters of successful operations, evidence that the
company is on track to achieve planned operational synergies, and
expectations for funds from operations to remain well in excess of
maintenance capital spending. Increased clarity regarding the
company's plans to handle obligations under the 1974 UMWA Pension
Plan would also be helpful in considering a positive action.
Conversely, Moody's could downgrade the rating in response to a
material adverse operational event or expectations for a
substantive deterioration in liquidity including deterioration in
internal cash flow generation.

Murray Energy Corporation is a privately-owned thermal coal mining
company founded and controlled by its current chairman, president
and chief executive officer, Robert E. Murray, in 1988.
Headquartered in St. Clairsville, Ohio, the company generated
revenue of $1.3 billion in 2012 and pro-forma for the acquisition,
should generate revenue in excess of $3 billion in 2013.


NATURAL MOLECULAR: Sec. 341(a) Creditors' Meeting Set for Nov. 27
-----------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Natural Molecular
Testing Corp. will be held on November 27, 2013, 10:00 a.m., at US
Courthouse, Room 4107.  This is the first meeting of creditors
required under Section 341(a) of the Bankruptcy Code in all
bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

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.  Hacker
& Willig, Inc., P.S., serves as its bankruptcy counsel. The
closely held company said assets are worth more than $100 million
while debt is less than $50 million.


NATURAL MOLECULAR: Bankruptcy Filing Hit GenMark's 3Q Revenue
-------------------------------------------------------------
GenMark Diagnostics, Inc., a provider of automated, multiplex
molecular diagnostic testing systems, on Nov. 12 reported
financial results for the quarter ended September 30, 2013.

Revenues for the quarter ended September 30, 2013 were $4.6
million compared with $5.3 million during the third quarter of
2012.  The 12% year-over-year decrease in total revenue was
attributable to a lack of purchases from Natural Molecular Testing
Corporation (NMTC) during the current quarter, offset by
significant growth from other customers.  NMTC accounted for 66%
of total revenues in the quarter ended September 30, 2012 and 26%
of total revenues in the quarter ended June 30, 2013.  NMTC did
not make any purchases in the third quarter of 2013.  Reagent
revenues for the third quarter declined 22% year-over-year to $4.0
million from $5.1 million.  Instrument and other revenues
increased by 314% year-over-year to $651,000 from $158,000, due
mainly to sales of XT-8 instruments.  The Company placed 41 new
analyzers during the current quarter to support its base business
and removed 50 analyzers from NMTC, the majority of which were
placed in 2012, bringing its total installed base to 375, all in
end-user laboratories within the U.S. market.

"Our base business, which excludes NMTC, demonstrated impressive
revenue growth on both a year-over-year and sequential basis,
growing by 159% in the third quarter of 2013 compared with the
third quarter of 2012, and growing approximately 21% quarter-over-
quarter ahead of the flu season.  We believe the significant
growth of our base business confirms the increasing implementation
of our eSensor technology across a growing customer base and
validates its unique value proposition in advance of releasing our
sample-to-answer NexGen system," stated GenMark's President & CEO
Hany Massarany.  "On October 2nd, we filed a law suit against NMTC
seeking the collection of past due amounts from earlier product
sales and for damages resulting from unsatisfied contract purchase
commitments.  On October 21, NMTC filed a voluntary petition in
the United States Bankruptcy Court seeking relief under
Chapter 11.  As a result, this quarter we have made appropriate
adjustments to our financial statements to account for NMTC's
bankruptcy filing."

Gross profit for the quarter ended September 30, 2013 was $0.5
million, or 11% of revenue, compared with a gross profit of $2.2
million, or 42% of revenue for the same period in 2012.  During
the current quarter, the Company reserved $0.9 million of
inventory made for NMTC and impaired $0.3 million of manufacturing
equipment procured to support NMTC's previous purchasing volumes.
On a non-GAAP basis, which excludes the effect of NMTC related
adjustments during the current quarter, gross profit for the
quarter ended September 30, 2013 was $1.7 million, or 36% of
revenue.

Operating expenses increased $4.3 million to $12.8 million during
the third quarter of 2013 compared with the third quarter of 2012.
Sales and Marketing expenses increased $3.4 million year-over-year
mainly due to a one-time increase in the Company's allowance for
doubtful accounts reserve of $2.5 million related to NMTC and
continued expansion of the Company's U.S. sales force ahead of the
launch of its NexGen system.  Research and Development expenses
increased $0.9 million due to Company's NexGen platform and assay
development activities.  On a non-GAAP basis, operating expenses
for the third quarter of 2013 were $10.3 million.

Loss per share was $0.30 for the third quarter of 2013, compared
with a loss per share of $0.20 in the third quarter of 2012.  The
loss per share in the current quarter included a one-time realized
gain of $1.4 million from the sale of preferred stock in a private
company that was acquired by a third party in July 2013, as well
as $3.6 million in reserves and one-time write-offs due to NMTC.
On a non-GAAP as adjusted basis, which excludes the effects of
this one-time gain and NMTC related adjustments during the current
quarter, the Company's loss per share for the third quarter of
2013 was $0.24.

The Company ended the third quarter of 2013 with $112.5 million in
cash and investments.  The Company intends to continue utilizing
its cash balances to invest in new product and menu development,
mainly the development of its NexGen platform and related test
menu, and for infrastructure improvements and general corporate
purposes.

"Based on prolonged reimbursement challenges and the recently
published CMS rates for the new pharmacogenomics (PGX) test codes,
we expect the emerging PGX sector to experience additional
downward pressure in the near term.  Consequently, we are
adjusting our 2013 revenue guidance to approximately $27 million
and now expect more modest PGX purchasing patterns in 2014.
Despite these short term headwinds, we remain very optimistic
about our future," added Mr. Massarany.  "Our NexGen development
efforts remain on schedule and we continue to be confident that we
will bring to market the most competitively differentiated sample-
to-answer system.  We're on track to complete its development in
the second quarter of 2014, and as a result of the excellent
progress made by our R&D organization, last week our Board of
Directors approved the funding for two additional assay
development teams to accelerate our NexGen menu expansion beyond
our initial five panels.  This week in Phoenix, we will show an
advanced prototype of our NexGen system at the Association of
Molecular Pathology meeting.  This will be the first time future
NexGen customers will have an opportunity to review the system
and, based on early indications, we expect an excellent response."

                        Year-To-Date 2013

Revenue for the first nine months of 2013 was $21.0 million,
compared to $11.0 million for the prior year period, an increase
of 90%.  Reagent revenue for the first nine months of 2013 was
$20.0 million, compared to $10.4 million for the prior year
period, and instrument and other revenue for the first nine months
of 2013 was $1.5 million compared to $0.5 million for the prior
year period.  The Company's base business grew by 173% for the
nine months ended September 30, 2013 over the previous year.

Gross profit for the nine months ended September 30, 2013 was $8.6
million, or 41% of revenue, compared with a gross profit of $4.1
million, or 38% of revenue for the same period in 2012.  During
the current period, the Company reserved $1.2 million of inventory
made for NMTC and impaired $0.3 million of manufacturing equipment
procured to support NMTC's previous purchasing volumes.  On a
non-GAAP basis, gross profit for the nine months ended September
30, 2013 was $10.1 million, or 48% of revenue.

Operating expenses increased $11.7 million to $33.2 million during
the first nine months of 2013 compared with the first nine months
of 2012.  Sales and Marketing expenses increased $5.6 million
year-over-year mainly due to an increase in the Company's
allowance for doubtful accounts reserve of $2.7 million related to
NMTC, and additional sales personnel costs.  Research and
Development expenses increased $6.3 million due to the Company's
NexGen platform and assay development activities.  On a non-GAAP
basis, operating expenses for the nine months ended September 30,
2013 were $30.5 million.

Net loss for the first nine months of 2013 was $23.0 million, or
$0.69 loss per share, compared to net loss of $17.4 million, or
$0.71 loss per share, for the prior year period.  The loss per
share included a one-time realized gain of $1.4 million from the
sale of preferred stock in a private company that was acquired by
a third party in July 2013, as well as $4.2 million in reserves
and one-time write-offs due to NMTC.  On a non-GAAP as adjusted
basis, the loss per share for the nine months ended September 30,
2013 was $0.60.

                    About Genmark Diagnostics

GenMark Diagnostics -- http://www.genmarkdx.com-- is a provider
of automated, multiplex molecular diagnostic testing systems that
detect and measure DNA and RNA targets to diagnose disease and
optimize patient treatment.  Utilizing GenMark's proprietary
eSensor(R) detection technology, GenMark's eSensor(R) XT-8 system
is designed to support a broad range of molecular diagnostic tests
with a compact, easy-to-use workstation and self-contained,
disposable test cartridges.  GenMark currently markets four tests
that are FDA cleared for IVD use: Cystic Fibrosis Genotyping Test,
Respiratory Viral Panel, Thrombophilia Risk Test, and Warfarin
Sensitivity Test.  A number of other tests, including HCV
Genotyping, 2C19 Genotyping, and 3A4/3A5 Genotyping are available
for research use only.

              About Natural Molecular Testing Corp.

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


NEW SPECTRUM HEIGHTS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: New Spectrum Heights Inc
        14269 Seventh Street
        Victorville, CA 92395

Case No.: 13-28536

Chapter 11 Petition Date: November 13, 2013

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Hon. Mark S. Wallace

Debtor's Counsel: Robert P Goe, Esq.
                  GOE & FORSYTHE, LLP
                  18101 Von Karman, Ste 510
                  Irvine, CA 92612
                  Tel: 949-798-2460
                  Fax: 949-955-9437
                  Email: kmurphy@goeforlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,001 to $1 million

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb13-28536.pdf


NORTHERN BEEF: Ad Hoc Panel's Motion to Amend DIP Orders Denied
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Dakota has
denied the motion of the Ad Hoc Committee of EB-5 Investors for an
order amending the Court's Sept. 26, 2013 Final DIP Financing
Order regarding the right of creditors to pursue, separately or
collectively, derivative claims under Chapter 5 of the Bankruptcy
Code against White Oak Global Advisors, LLC, on behalf of the
bankruptcy estate, citing, among others, that the Ad Hoc
Committee's motion to amend is not the appropriate mechanism for
seeking such relief.

As related in the Motion to Amend, the DIP Funding Orders
authorize a release by the Debtor and the Official Trade Committee
of all their claims against White Oak, including Chapter 5
avoidance actions.

The DIP Funding Orders also establish a deadline for creditors to,
inter alia, file objections to the White Oak claim and to file
"complaints respecting ... the validity, extent, priority,
avoidability or enforceability" of White Oak's claims.  The DIP
Funding Orders set such deadline at 90-days after the date that
White Oak filed its proof of claim, or Dec. 13, 2013.

A copy of the Ad Hoc Committee's Motion is available at:

         http://bankrupt.com/misc/northernbeef.doc462.pdf

As reported in the TCR on Oct. 11, 2013, the U.S. Bankruptcy Court
for the District of South Dakota has granted Northern Beef Packers
Limited Parnership's final request for authority to obtain secured
credit of up to $2,250,000.00 from White Oak Global Advisors, LLC,
on the terms and conditions and for the purposes set forth in the
motion, the revised stipulation, and the amended budget, except as
follows:

(1) Paragraph J.(15) of the revised stipulation titled "Limitation
on Objections to [Pre-petition] Indebtedness." is modified to
provide "... shall have until 90 days after Agent files its proof
of claim (collectively, the "Objection Deadline") within which
....";

(2) No provision in the motion or the revised stipulation may
alter the terms or application of 11 U.S.C. Sections 507 or 510;
and

(3) Debtor's use of the authorized funds will not, absent an order
from this Court, deviate from the amended budget.

         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.


NIRVANIX INC: Dell Financial Wants to Reposses Leased Computers
---------------------------------------------------------------
Dell Financial Services L.L.C., asks the U.S. Bankruptcy Court for
the District of Delaware to terminate the automatic stay in
Nirvanix, Inc.'s Chapter 11 cases with respect to personal
property subject to the parties' commercial leases.  Specifically,
DFS requests that the Court:

   * enter an order terminating the automatic stay to allow DFS
     to recover its equipment;

   * grant DFS monthly adequate protection payments; and

   * grant other and further relief to which it may be entitled.

Prepetition, the Debtor leased from DFS certain Dell computer
equipment and related product.  Under the original schedules, the
Debtors monthly payment obligations totaled $381,163, and the
Debtor defaulted on the restructuring agreement.

According to DFS, cause exist on the termination of automatic stay
because, among other things:

   -- of the prepetition termination of the Debtor's rights
      under the restructuring agreement; and

   -- the Debtor has not provided or offered adequate protection
      of DFS's interest in the equipment.

                    About Nirvanix, Inc.

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

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

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

The petition was signed by Debra Chrapaty, CEO.


OCWEN FINANCIAL: S&P Raises Issuer Credit Rating to 'B+
-------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issuer
credit rating on Ocwen Financial Corp. to 'B+' from 'B'. The
outlook is stable.

"We also raised our rating on Ocwen's first-lien term loans to
'B+' from 'B'".

Ocwen has completed several large purchases of mortgage servicing
rights (MSRs) over the past two years, bringing the total unpaid
principal balance (UPB) of mortgages serviced to $435 billion as
of Sept. 30, 2013, from $102 billion at year-end 2011.

"The upgrades reflects that, in our view, the company has now
demonstrated a track record of not only onboarding MSRs without
any material operational miscues, but also of generating enough
EBITDA from these partially debt-financed purchases to maintain
its conservative leverage, as measured by debt to EBITDA," said
Standard & Poor's credit analyst Stephen Lynch.

Ocwen's low leverage (2.3x debt to trailing-12-months EBITDA)
remains a strength. While its debt has risen substantially, the
company has also reported a large increase in EBITDA on the back
of its expanding MSR portfolio.

"We expect the company to issue additional debt over the next year
to fund new MSR acquisitions and stock repurchases, but we do not
expect leverage to rise substantially."

Funding has also improved over the past year as the company has
sold servicer advances and rights to MSRs to Home Loan Servicing
Solutions (HLSS). Ocwen founder William Erbey created HLSS in 2010
expressly so HLSS could purchase MSRs and allow Ocwen to become
relatively less balance-sheet intensive.

In turn, Ocwen would act more like a subservicer -- holding fewer
MSRs on its balance sheet than it otherwise would.

"We view this as incrementally positive since it makes the firm's
balance sheet less capital intensive. Ocwen receives cash from the
sale of MSRs to HLSS while also dramatically lowering the amount
of capital it must advance to servicers for delinquent mortgage
payments."

The stable outlook reflects our view that Ocwen will continue to
purchase MSRs to replace portfolio run off, but that it will
maintain conservative leverage and build on its track record of
successfully onboarding large MSR portfolios."

"Our current rating also considers that Ocwen will likely use
additional debt, in addition to cash flows, to fund acquisitions
and share repurchases," said Mr. Lynch.

"We could lower the ratings if the company pursues a more
aggressive acquisition strategy that increases leverage materially
(leverage is measured by EBITDA relative to debt and interest
expense). More specifically, we could downgrade Ocwen if
operational miscues or the debt burden created by acquisitions
lead to multiple quarterly losses or debt to EBITDA of more than
3.0x."

An upgrade is unlikely because of the company's total focus on
residential real estate servicing. The potential for an upgrade is
also limited by the uncertainty regarding the volume of subprime
servicing available once housing markets stabilize. In the longer
term, an upgrade would likely depend on the company's ability to
diversify its revenue and assets mix while preserving profit
margins and credit quality.


ONCURE HOLDINGS: Exclusive Plan Filing Period Extended Thu Jan. 13
------------------------------------------------------------------
Judge Kevin Gross extended OnCure Holdings, Inc., et al.'s
exclusive plan filing period through Jan. 13, 2014 and their
exclusive plan solicitation period through March 11, 2014.

As reported By the Troubled Company Reporter on Oct. 25, 2013, the
U.S. Bankruptcy Court for the District of Delaware confirmed
Oncure Holdings, et al's Plan of Reorganization on Oct. 3, 2013
but the Debtors filed an Exclusivity Extension Order to preserve
their right in the event the Plan is not consummated within the
existing Exclusive Periods.

                       About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  Bradford C. Burkett signed the
petition as CEO.

On the Petition Date, the Debtors disclosed total assets of
$179,327,000 and total debts of $250,379,000.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP, in New York, serve as the Debtors' lead bankruptcy
counsel.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, serves as the Debtors' local
Delaware counsel.  Kurtzman Carson Consultants is the claims and
notice agent.  Match Point Partners LLC provides management
services to OnCure.

The Debtors have signed a deal to sell the business to Radiation
Therapy Services Holdings Inc. for $125 million, absent higher and
better offers. RTS's offer comprises $42.5 million in cash (plus
covering certain expenses and subject to certain working capital
adjustments) and up to $82.5 million in assumed debt.  Secured
noteholders are supporting the RTS deal.

Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and
Deloitte advise Radiation Therapy in connection with the
transaction.

Promptly before the bankruptcy filing, the Debtors entered into a
restructuring support agreement with the members of an ad hoc
committee of its secured notes, constituting 100% of the lenders
under the first lien term loan credit agreement and approximately
73% of the secured notes, pursuant to which they have agreed to
support a stand-alone restructuring of the Debtors, subject to an
auction process for a sale of substantially all of the Debtors'
assets or the equity of the reorganized Debtors pursuant to a
chapter 11 plan.

Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court
that she was unable to appoint an official committee of unsecured
creditors due to insufficient response from creditors.


ORE HOLDINGS: Approves Steel Partners Debt-for-Equity Exchange
--------------------------------------------------------------
Ore Holdings, Inc. on Nov. 12 disclosed that its board of
directors, following an evaluation of strategic alternatives, has
approved an agreement under which the company will issue newly
created convertible preferred shares to Steel Partners, Ltd., in
exchange for the cancellation of a 12% secured promissory note,
pursuant to an exchange proposal made by privately-held Steel
Partners, Ltd.

Principal, plus accrued but unpaid interest, on the promissory
note currently totals $6,031,371, but Ore Holdings confirmed that
it would be unable to meet a minimum net worth covenant as of the
end of the current fiscal year.

"Ore Holdings faced a default event at December 31, 2013, per
terms of the promissory note," said J. Stark Thompson, chairman of
the special committee of independent Ore Holdings directors formed
to evaluate the Steel Partners, Ltd. exchange proposal.
"Following its review, which included a fairness opinion provided
by independent valuation firm Cullum Advisors, the committee
concluded that approving the transaction is the best course of
action for Ore and its shareholders.

"Consummation of the exchange now, while the proposal is at hand,
allows the company to preserve shareholder value, rather than face
bankruptcy or liquidation, and provides shareholders with the
opportunity to continue to participate in the company's future
investments," Mr. Thompson said.  "After exploring all of the
alternatives, the independent committee concluded that a sale or
refinancing were not viable options for shareholders at this
time," he added.

In connection with the agreement, the Ore Holdings board has
authorized the company to exchange the promissory note and the
accrued but unpaid interest for shares of newly created Series A
Preferred Stock of the corporation at a price per share of $6.00
for an aggregate number of 1,005,228 shares.

The preferred shares are convertible into shares of Ore Holdings
common stock at a forty-to-one ratio and will participate on equal
footing with the common shares in any dividends, or upon a
liquidation of the company.  The number of shares to be issued in
the exchange was based on a $0.15 average trading price over a
30-day period, divided into the total amount outstanding under the
note.  The preferred shares were created since the number of
authorized common shares of Ore Holdings was not sufficient to
meet the exchange ratio on that basis.

Following the exchange, Ore Holdings will have positive
stockholders' equity of $3.8 million and no long-term debt.  The
company will have 8,663,519 common shares outstanding and a total
of 1,005,228 Series A Preferred Stock, convertible into 40,209,140
shares of common stock, outstanding.  Assuming full conversion of
the Series A Preferred, Ore will have 48,872,659 of common stock
equivalent shares.

Following the exchange, Steel Partners, Ltd. will have no further
rights under the note, which will be cancelled.  On an as-
converted basis, Steel Partners, Ltd.'s share of the outstanding
equity in the company will increase to 90.6% from 47.1%.  The
transaction is expected to be completed on or about November 12,
2013.

                        About Ore Holdings

Ore Holdings -- http://www.oreholdings.com-- is a management
company focused on strategic investments aimed at enhancing the
value of the entities within its portfolio.


ORMET CORP: Steelworkers Urge Ohio Governor to Reopen Smelter
-------------------------------------------------------------
Jacqueline Palank, writing for DBR Small Cap, reported that union
workers are urging Ohio's governor to save Ormet Corp.'s aluminum
smelter there, warning that hundreds of jobs are at risk.

According to the report, unlike Ormet's Louisiana facility, which
has funding to continue operating until it closes a sale, the
company's Ohio smelter shut down and doesn't have a buyer waiting
in the wings.

Now, the United Steelworkers Union is seeking signatures for a
petition to request that Ohio Gov. John Kasich get involved and
help restart operations at the Hannibal, Ohio, facility, which
employed more than 600 people, the report related.  Ormet shut
down the smelter on Oct. 4 after failing to negotiate lower
electricity rates and after the state's utility regulator, the
Public Utilities Commission of Ohio, didn't grant full approval to
Ormet's plan to keep the smelter up and running while it
transitioned to a natural gas power-generation facility.

The union wants Gov. Kasich, a Republican who served in the U.S.
Congress for 18 years, to bring PUCO and electricity supplier
American Electric Power Co. back to the bargaining table to
negotiate a deal that will allow the Hannibal facility to resume
full operations, the report said.

"Our union, Ormet management and creditors worked together in the
bankruptcy proceedings to reduce the company's financial
liabilities by nearly $300 million," USW International President
Leo W. Gerard said on Nov. 12 in a statement, the report further
related.  "It's time for the governor to make sure PUCO and AEP do
their parts as well."

                        Multimedia Campaign

The United Steelworkers (USW) on Nov. 12 launched a multimedia
campaign via the web site, www.saveohiojobs.org, seeking elected
officials, community leaders and members of the general public to
sign onto a statement calling for Ohio Gov. John Kasich to use the
power of his office to save over 1,000 family supporting,
community sustaining jobs at Ormet's smelter in Hannibal.

USW International President Leo W. Gerard said that Kasich can and
should intervene by bringing the Public Utilities Commission of
Ohio (PUCO), American Electric Power (AEP) and Ormet back to the
table to negotiate a resolution that will allow the facility to
resume full operations.

"Our union, Ormet management and creditors worked together in the
bankruptcy proceedings to reduce the company's financial
liabilities by nearly $300 million," Mr. Gerard said.  "It's time
for the governor to make sure PUCO and AEP do their parts as
well."

USW District 1 Director David McCall said that a recent report
projects potential net regional job losses of over 3,000 amounting
to nearly $238 million in lost compensation if Mr. Kasich allows
the smelter to close, which would in turn cost the state $9
million annually in lost tax revenue and millions more for
unemployment benefits, retraining, and social services.

"We encourage everyone to help send the governor the message that
Ohio simply cannot afford to allow AEP to drive Ormet into
liquidation," Mr. McCall said.  "The impact of another
catastrophic job loss will devastate these communities."

USW Local 5724 in Clarington earlier on Nov. 12 hosted a preview
of the union's "Save Ohio Jobs" video, now available online at
www.saveohiojobs.org, to support the union's campaign to restart
the smelter.

The USW represents 850,000 men and women employed in metals,
mining, pulp and paper, rubber, chemicals, glass, auto supply and
the energy-producing industries, along with a growing number of
workers in public sector and service occupations.

                         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.


PATRIOT COAL: Selling Western Kentucky Coal Interests to Alliance
-----------------------------------------------------------------
Patriot Coal Corp., et al., ask the U.S. Bankruptcy Court for the
Eastern District of Missouri for authorization to enter an
agreement with Alliance Resource Properties, LLC, and Alliance
Resource Partners, L.P., to convey their interests in certain
surplus owned and leased coal reserves in Western Kentucky for
$6.5 million in up-front cash consideration along with future
royalty payments.

The Debtors estimate that the Alliance Transaction will
potentially provide between $11.1 million and $15 million of
aggregate value, on a discounted basis, to the Debtors and their
estates.

The Debtors tell the Court that although they believe that the
Alliance Transaction is being conducted in the ordinary course of
business, the Debtors are seeking court approval out of an
abundance of caution.

The motion is scheduled for hearing on Nov. 19, 2013, at
10:00 a.m.  Any response or objection to the motion must be filed
with the Court by 9:00 a.m. on Nov. 18, 2013.

A Summary of the Alliance Transaction is available at:

         http://bankrupt.com/misc/patriotcoal.doc4986.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.


PATRIOT COAL: Court Approves Entry Into Settlement With Arch Coal
-----------------------------------------------------------------
On Nov. 7, 2013, the U.S. Bankruptcy Court for the Eastern
District of Missouri approved Patriot Coal Corp., et al.'s
settlement agreement with Arch Coal, Inc.

Upon the occurrence of the Effective Date, the Debtors and each of
their respective estates fully and forever release and will be
deemed to have fully and forever released Arch and its current and
former professionals, employees, advisors, officers, directors,
agents, predecessors, and successors (not including ArcLight
Capital Partners, LLC, or its subsidiaries, affiliates, or
managed entities) from any and all Causes of Action, including,
without limitation, those Causes of Action based on avoidance
liability under federal or state laws, veil piercing or alter-ego
theories of liability, contribution, indemnification and joint
liability or otherwise, and such releases will be binding on any
trustees or successors to the Debtors.

Arch will have (i) allowed unsecured claims in the aggregate
amount of $95 million as follows: (a) Clerk of the Court Claim No.
1649-1 (Claims Agent Claim No. 2153) will be allowed as an
unsecured claim in the amount of $80.5 million against Magnum Coal
Company LLC and (b) Clerk of the Court Claim No. 1642-1 (Claims
Agent Claim No. 2149) will be allowed as an unsecured claim in the
amount of $14.5 million against Robin Land Company, LLC, and (ii)
an allowed administrative expense claim of $1,131,398.45 against
Patriot Coal Corporation, with corresponding claim numbers to be
assigned by the Clerk of the Court and the Debtors' claims agent,
respectively and, upon the Effective Date, the Debtors' claims
agent and the Clerk of the Court are, as applicable, authorized
and directed to amend the Debtors' claims register accordingly.

Upon the occurrence of the Effective Date, Arch (i) fully and
forever releases and will be deemed to have fully and forever
released the Debtors and their current and former professionals,
employees, advisors, officers, directors, agents, predecessors,
and successors from any and all Causes of Action including, but
not limited to, any counterclaims or defenses asserted by or that
could be asserted by Arch in the STB Adversary Proceeding, and
(ii) irrevocably withdraws and will be deemed to have withdrawn
irrevocably any and all proofs of claim filed against the Debtors
in the Chapter 11 Cases other than the Allowed Unsecured Claims
and the Allowed Administrative Expense Claim, including, without
limitation, (a) Clerk of the Court Claim No. 1638-1 (Claims Agent
Claim No. 2143) asserting an administrative expense claim in the
amount of $614,634.56 and (b) Clerk of the Court Claim No. 1639-1
(Claims Agent Claim No. 2144), an administrative claim that has
been allowed in the amount of $13,500.00, and, upon the Effective
Date, such proofs of claim are deemed to be disallowed with
prejudice without further order of this Court, and the Debtors'
claims agent and the Clerk of the Court are authorized and
directed to amend the Debtors' claims register accordingly.

Pursuant to Sections 105(a) and 363(f) of the Bankruptcy Code,
upon the occurrence of the Effective Date and Arch's payment of
$16 million to Patriot, the South Guffey Reserve will be deemed to
be transferred to Arch, free and clear of any and all liens,
claims and interests of all persons with any interest in, to and
with respect to the South Guffey Reserve, whether arising prior
to, during or subsequent to the Debtors' Chapter 11 cases or
imposed by agreement, understanding, law, equity or otherwise;
provided, however, that nothing in the Order will affect the
rights of the Debtors and Arch under the Settlement Agreement.

A complete text of the Order, including the Terms of the Arch
Settlement, is available at:

          http://bankrupt.com/misc/patriotcoal.doc4962.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.


PATRIOT COAL: Court Approves Peabody Settlement
-----------------------------------------------
On Nov. 7, 2013, the U.S. Bankruptcy Court for the Eastern
District of Missouri approved Patriot Coal Corp., et al.'s
Settlement with Peabody Energy Corporation, the United Mine
Workers of America, on behalf of itself and in its capacity as
authorized representative of the UMWA Employees and the UMWA
Retirees (the "Peabody Settlement"}.

A copy of the Order, including the terms of the Peabody Settlement
Agreement is available at:

       http://bankrupt.com/misc/patriotcoal.doc4963.pdf

As reported in the TCR on Oct. 18, 2013, the Peabody Settlement is
one of three agreements that are the cornerstones of the Debtors'
plan of reorganization.  "Together with the Arch Settlement and
the rights offerings backstopped by Knighthead, the Peabody
Settlement will provide the Debtors with critically-needed cash
and credit support that will position the Debtors to emerge from
bankruptcy.  Moreover, the Peabody Settlement will provide
hundreds of millions of dollars in funding for the Patriot
Retirees Voluntary Employee Benefit Association (the 'VEBA'), the
trust established by the UMWA to provide healthcare benefits for
thousands of retirees and their families.  Although the Debtors
and the UMWA signed a new collective bargaining agreement in
August, the agreement left open the question of how the VEBA would
be funded, and the Peabody Settlement addresses this final
contingency.  By resolving all claims between and among the
Debtors, Peabody and the UMWA, the Peabody Settlement brings to a
close the significant pending and potential litigation between
these parties in a manner that will allow the Debtors to emerge
from bankruptcy and preserve thousands of jobs for the UMWA
Employees and others, while helping the UMWA Retirees continue to
receive meaningful healthcare benefits."

"Under the settlement, Peabody shall pay an aggregate amount of
$90 million to the VEBA and Debtors.  Peabody shall also pay the
VEBA the following amounts: $75 million on Jan. 2, 2015,
$75 million on Jan. 2, 2016, and $70 million on Jan. 2, 2017.  On
the effective date of the Debtors' Plan of Reorganization, Peabody
shall (i) post a $41.525 million letter of credit to secure the
benefits of the retirees covered by the Coal Act Assumption
Agreement; (ii) replace, either by letter of credit or surety,
$15 million dollar cash collateral posted by Patriot Coal for
Black Lung Act liabilities and (iii) post $84 million in letters
of credit to replace letters of credit currently posted by the
Debtors.
                        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: Court Approves Amendments to VFA and MOU with UMWA
----------------------------------------------------------------
On Nov. 7, 2013, the U.S. Bankruptcy Court for the Eastern
District of Missouri entered a supplemental order approving,
pursuant to 11 U.S.C. Sections 363(b), 1114(e) and 105(a) and Fed.
R. Bankr. P. 9019(a), (a) an amendment to the VEBA Funding
Agreement with the United Mine Workers of America, (b) an
amendment to the Memorandum of Understanding with the United Mine
Workers of America and (c) waiver of the fourteen-day stay
otherwise imposed by Rule 6004(h) of the Bankruptcy Rules on the
immediate effectiveness of the Supplemental UMWA Settlement Order.

As explained in the Motion for Supplemental Order approving the
Amendments, the VFA Amendment and the MOU Amendment preserve the
structure of the UMWA Settlement and do not alter the previously
approved settlements and compromises contained therein.

The UMWA Settlement Order [D.E. 4511] will be deemed supplemented
by this Order and will continue in full force and effect.

A copy of the UMWA Settlement Order is available at:

         http://bankrupt.com/misc/patriotcoal.doc4511.pdf

A copy of the Motion for Supplemental Order authorizing the VFA
Amendment and the MOU Amendment is available at:

         http://bankrupt.com/misc/patriotcoal.doc4801.pdf

A copy of the Supplemental Order approving the VFA Amendment and
the MOU Amendment is available at:

         http://bankrupt.com/misc/patriotcoal.doc4964.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.


PATRIOT COAL: Secures Consents for Conversion of Credit Facility
----------------------------------------------------------------
Patriot Coal Corporation on Nov. 12 disclosed that it has secured
the required consents from its lenders to transfer a portion of
the Company's current letter of credit facility into a new $201
million letter of credit facility with a five-year term.
Additionally, the Company is preparing to commence syndication of
a $250 million term loan facility and a $125 million asset-backed
revolving loan facility.

Barclays will serve as Lead Left Arranger and Bookrunner for the
term loan facility, with Deutsche Bank acting as Joint Lead
Arranger and Bookrunner.  Deutsche Bank will serve as Left Lead
Arranger and Bookrunner for the asset-backed revolving loan
facility, with Barclays acting as Joint Lead Arranger and
Bookrunner.  The Company expects to launch the syndication of
these facilities on November 14 with the expected closing of the
facilities concurrent with Patriot's emergence from bankruptcy,
expected prior to the end of 2013.

"These exit finance facilities are the last critical step in
Patriot's emergence from bankruptcy, and our lenders' support is
an endorsement of our plan of reorganization," commented Patriot
President and Chief Executive Officer Bennett K. Hatfield.
"Funding provided by the credit facilities will enable us to exit
from Chapter 11 as a strong, well-capitalized company."

The financing agreements are subject to typical conditions,
including, among others, approval by the Bankruptcy Court,
completion of definitive financing documentation, and successful
syndications in the loan markets.

                       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.


PEREGRINE FINANCIAL: Broker Sues US Bank Over $200-Mil. Theft
-------------------------------------------------------------
Law360 reported that commodities broker Fintec Group Inc. hit U.S.
Bank NA with a proposed class action in Illinois federal court on
Nov. 12, accusing the bank of helping to cover up a former
Peregrine Financial Group CEO's misuse of over $200 million in
customer funds.

According to the report, the suit, brought on behalf of companies
that had independent introducing broker agreements with the now-
bankrupt Peregrine, alleges that due to Peregrine's illicit
actions, the broker companies were denied commodities and futures
commissions they were entitled to and lost security deposits
entrusted with Peregrine.

The case is Fintec Group, Inc. v. U.S. Bank, N.A., Case No. 1:13-
cv-08076 (N.D. Ill.).

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHYSIOTHERAPY ASSOCIATES: Moody's Cuts PDR to 'D' on Ch. 11 Filing
------------------------------------------------------------------
Moody's Investors Service downgraded Physiotherapy Associates
Holdings, Inc.'s Probability of Default Rating to D-PD from Ca-
PD/LD. The downgrade was prompted by Physiotherapy's November 12,
2013 announcement that it filed for a pre-packaged Chapter 11
bankruptcy protection. Concurrently, Moody's confirmed all other
existing ratings on the company. This rating action concludes the
ratings review on Physiotherapy initiated on April 4, 2013. The
outlook is stable.

The following rating was downgraded and will be subsequently
withdrawn:

Probability of Default Rating to D-PD from Ca-PD/LD

The following ratings are confirmed and will be subsequently
withdrawn:

Corporate Family Rating at Ca

$210 million senior unsecured notes at Ca (LGD 4, 66%)

Ratings Rationale:

Moody's will subsequently withdraw all ratings due to
Physiotherapy's bankruptcy filing. For more information, please
refer to Moody's Withdrawal Policy on moodys.com

Physiotherapy provides outpatient physical therapy services, such
as general orthopedics, spinal care and neurological
rehabilitation. The company also provides orthotics and
prosthetics services.


PITTSBURGH CORNING: Insurer's Bid to Nix Plan Orders Denied
-----------------------------------------------------------
Mount McKinley Insurance Company and Everest Reinsurance Company
filed a Motion to Reconsider the Revised Memorandum Opinion
Setting Forth Findings of Fact and Conclusions of Law Regarding
Confirmation of the Modified Third Amended Plan of Reorganization
as Modified Through May 15, 2013, and the Asbestos Permanent
Channeling Injunction filed on May 24, 2013, and the Final Order
Confirming Modified Third Amended Plan of Reorganization as
Modified Through May 15, 2013, and, Pursuant to 11 U.S.C. Sec.
524(g), Issuing Asbestos Permanent Channeling Injunction, issued
in the Chapter 11 case of Pittsburgh Corning Corporation.

In a memorandum opinion dated Nov. 12, 2013, Judge Thomas P.
Agresti of the United States Bankruptcy Court for the Western
District of Pennsylvania found that, except with regard to
clarification of the scope of the Injunction, Mt. McKinley has
failed to meet the exacting standard of its burden of proof as to
reconsideration of the RMO, the Confirmation Order, and the other
related orders.  The Court did not find that Mt. McKinley has met
its burden of showing a clear error of law or manifest injustice.
According to Judge Agresti, the arguments raised by Mt. McKinley
are better characterized as disagreements with the conclusions
reached by Bankruptcy Judge Fitzgerald in the RMO and the
Confirmation Order.

Accordingly, Judge Agresti granted Mt. McKinley's motion in one
limited part and denied in all other respects.

The case is IN RE: PITTSBURGH CORNING CORPORATION, Chapter 11,
Debtor relating to MT. McKINLEY INSURANCE: COMPANY and EVEREST
REINSURANCE COMPANY, Movants v. PITTSBURGH CORNING CORPORATION,
Respondent, CASE NO. 00-22876-TPA (W.D. Pa.).  A full-text copy of
Judge Agresti's Decision is available at http://is.gd/qwxOEwfrom
Leagle.com.

James Restivo, Esq., -- jrestivo@reedsmith.com -- at Reed Smith
LLP, in Pittsburgh, Pensylvania, for the Debtor/Respondent.

Tony Draper, Esq. -- tdraper@wwmlawyers.com -- at Walker Wilcox
Matousek LLP, for Mt. McKinley Insurance Company and Everest
Reinsurance Company.

Peter Lockwood, Esq. -- plockwood@capdale.com -- at Caplin &
Drysdale, for Asbestos Claimants' Committee.

Justin T. Romano, Esq., for Garlock Sealing Technologies, LLC.

Ed Harren, Esq., Representative of Future Claimants.

David Lampl, Esq. -- dlampl@leechtishman.com -- at Leech, Tishman,
Fuscaldo & Lampl, LLC, for the Committee of Unsecured Trade
Creditors.

David McConigle, Esq., for PPG Industries, Inc.

                    About Pittsburgh Corning

Pittsburgh Corning Corporation filed for Chapter 11 bankruptcy
protection (Bankr. W.D. Pa. Case No. 00-22876) on April 16, 2000,
to address numerous claims alleging personal injury from exposure
to asbestos.  At the time of the bankruptcy filing, there were
about 11,800 claims pending against the Company in state court
lawsuits alleging various theories of liability based on exposure
to Pittsburgh Corning's asbestos products and typically requesting
monetary damages in excess of $1 million per claim.

Judge Thomas Agresti handles the bankruptcy case.  Reed Smith LLP
serves as counsel and Deloitte &Touche LLP as accountants to the
Debtor.

The United States Trustee appointed a Committee of Unsecured Trade
Creditors on April 28, 2000.  The Bankruptcy Court authorized the
retention of Leech, Tishman, Fuscaldo & Lampl, LLC, as counsel to
the Committee of Unsecured Trade Creditors, and Pascarella &
Wiker, LLP, as financial advisor.

The U.S. Trustee also appointed a Committee of Asbestos Creditors
on April 28, 2000.  The Bankruptcy Court authorized the retention
of these professionals by the Committee of Asbestos Creditors: (i)
Caplin&Drysdale, Chartered as Committee Counsel; (ii) Campbell &
Levine as local counsel; (iii) Anderson Kill & Olick, P.C. as
special insurance counsel; (iv) Legal Analysis Systems, Inc., as
Asbestos-Related Bodily Injury Consultant; (v) defunct firm, L.
Tersigni Consulting, P.C. as financial advisor, and (vi) Professor
Elizabeth Warren, as a consultant to Caplin&Drysdale, Chartered.

On Feb. 16, 2001, the Court approved the appointment of Lawrence
Fitzpatrick as the Future Claimants' Representative.  The
Bankruptcy Court authorized the retention of Meyer, Unkovic&
Scott LLP as his counsel, Young Conaway Stargatt& Taylor, LLP, as
his special counsel, and Analysis, Research and Planning
Corporation as his claims consultant.

In 2003, a plan of reorganization was agreed to by various
parties-in-interest, but, on Dec. 21, 2006, the Bankruptcy Court
issued an order denying the confirmation of that plan, citing that
the plan was too broad in addressing independent asbestos claims
that were not associated with Pittsburgh Corning.

On Jan. 29, 2009, an amended plan of reorganization (the Amended
PCC Plan) -- which addressed the issues raised by the Court when
it denied confirmation of the 2003 Plan -- was filed with the
Bankruptcy Court.

As reported by the TCR on April 25, 2012, Pittsburgh Corning
Corp., a joint venture between Corning Inc. and PPG Industries
Inc., filed another amendment to its reorganization plan designed
to wrap up a Chapter 11 begun 12 years ago.

The Company's balance sheet at Sept. 30, 2012, showed
$29.41 billion in total assets, $7.52 billion in total liabilities
and $21.88 billion in total equity.


QUALITY HOME: S&P Hikes CCR to 'B-' on Proposed Financing
---------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on Quality Home Brands Holdings LLC (QHB) to 'B-' from
'CCC' and assigned a stable outlook.

"At the same time, we assigned our 'CCC+' issue-level rating to
QHB's proposed $160 million first-lien credit facility due 2018.
The recovery rating is '5', indicating our expectation of a modest
(10%-30%) recovery in the event of a payment default."

"The upgrade reflects the improved debt maturity profile following
the proposed transaction, in addition to improved operating
performance despite the ongoing weak, but slowly recovering, U.S.
residential housing market," said Standard & Poor's credit analyst
Stephanie Harter.

The new capital structure also includes a $50 million asset-based
lending facility (ABL) due 2018 (unrated), $70 million second-lien
credit facility due 2018 (unrated), and a $40 million unsecured
HoldCo facility due 2019 (unrated).

"We will withdraw the ratings on QHB's existing $20 million ABL
due 2014, $105.9 million first-lien payment-in-kind due 2014, and
$125.6 million first-lien due 2014, following the full repayment
of these facilities upon the close of the transaction. Pro forma
for the refinancing, approximately $340 million of total adjusted
debt will be outstanding."

"Our ratings reflect QHB's "highly leveraged" financial risk
profile and "vulnerable" business risk profile. The stable outlook
reflects our expection for QHB to continue to gradually improve
its operating performance, reduce leverage, and maintain adequate
liquidity, including 15% or greater EBITDA cushion on its
financial covenants.


REEVES DEVELOPMENT: Plan Outline Hearing Continued to Nov. 14
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
has further continued until Nov. 14, 2013, at 10:30 a.m., the
hearing to consider the adequacy of the Disclosure Statement
explaining Reeves Development Company LLC's Chapter 11 Plan.

As reported in the Troubled Company Reporter on March 27, 2013,
the Plan provides that on the effective date, all allowed accrued
interest calculated at the non-default contractual rate of 4% per
annum plus any amounts allowed by the Court will be capitalized
and added to the outstanding principal balance due under the note
issued by Iberia Bank.  The maturity of the Iberia Note will be
extended to 60 months from the Effective Date.  The Debtor will
then repay the New Principal Balance with interest accruing at the
non-default contractual rate of 4% per annum from the Effective
Date.

Holders of allowed secured vendor claims will receive quarterly
interest payments equal to 2% per annum on the outstanding
principal balance, plus an amount equal to the claim holders' pro
rata share as to the total allowed outstanding principal balances
of the total claims of an amount equal to $1,500 per acre for each
acre of land sold by the Debtor.

Branch Banking and Trust has agreed to a settlement of its
unsecured claims against the Debtor in exchange for certain
concessions from the Debtor's affiliated company, Houma Dollar
Partners, LLC.  In exchange for these concessions, the Debtor has
agreed to forgo any payments due from Houma Dollar Partners.  The
arrangement is subject to court approval in the bankruptcy case of
Houma Dollar Partners, LLC Case No. 12-20649.

Holders of allowed general unsecured claims, which class of claims
includes potential contract offset claims of $152,552, will be
paid quarterly interest payments equal to 2% of the outstanding
balance of the approved claim.

The holder of the subordinated claim of Reeves Commercial
Properties, LLC, agrees that it will not receive any payments for
its claims, until all other approved claims under the Plan have
been paid in full.

Equity holders have likewise agreed to forgo any payments under
the Plan until all creditors have received principal payments
totaling 50% of the approved balance as of the effective date.
Any payments to Equity holders allowed under the Plan will be
limited to an amount equal to the tax liability passed through to
the equity holders by the Debtor.

A full-text copy of the Disclosure Statement dated Feb. 27, 2013,
is available for free at http://bankrupt.com/misc/REEVESds0227.pdf

                     About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Arthur A.
Vingiello, Esq. -- avingiello@steffeslaw.com -- at Steffes,
Vingiello & McKenzie, LLC, in Baton Rogue, Louisiana, represents
the Debtor as counsel.

Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


RESERVOIR EXPLORATION: Liquidating Plan Incorporates Parent Deal
----------------------------------------------------------------
Reservoir Exploration Technology, Inc., filed a plan of
liquidation and accompanying disclosure statement the day it filed
for bankruptcy with the U.S. Bankruptcy for the Northern District
of Texas, Fort Worth Division.

The Plan incorporates a settlement and compromise with the
liquidator on behalf of parent Reservoir Exploration Technology
ASA, under which RXT ASA has agreed to expeditiously liquidate the
Debtor's Receivable Asset -- which is the Debtor's aliquot share
of a receivable owed by Shell E&P Ireland Limited in the total
amount of $10.8 million -- and other unliquidated intercompany
receivables by taking an assignment of the Debtor's interests in
these assets and providing immediate Plan funding to the Debtor to
ensure its ability to presently propose and perform its Plan.

Specifically, under the Settlement, RXT ASA agrees to:

   (i) in exchange for an assignment of all of the Debtor's
       interests in the Receivable Asset and any other
       intercompany receivables, act as the Plan Funder, and
       pay to the Liquidating Trust the Plan Funding in the amount
       of $630,000, to allow the Liquidating Trustee to pay the
       costs of administration of the Liquidating Trust and make
       distributions called for under the Plan; and

  (ii) in connection with same, subordinate its Claim against the
       Debtor, which the Debtor has assessed at a value of not
       less than approximately $18.5 million, to all general,
       Allowed Unsecured Claims, to efficiently and equitably
       resolve any disputes related to the allowability or
       treatment of RXT ASA's Claim without the need for undue
       delays or unnecessary litigation expense, and critically,
       to ensure the maximization of distributions to non-insider
       creditors.

According to the Debtor's proposed counsel, Joseph J. Wielebinski,
Esq. -- jwielebinski@munsch.com -- at Munsch Hardt Kopf & Harr,
P.C., in Dallas, Texas, absent the RXT ASA Settlement, the Plan
Funding is not available to the Estate and Creditors of the Estate
will not have the benefit of RXT ASA's agreement to subordinate
its $18.5 million Claim against the Estate, which Claim, to the
extent Allowed, would vastly dilute recoveries and distributions
on account of other General Unsecured Claims that are Allowed
against the Estate.

Although if the RXT ASA Settlement is not approved the Estate
would retain the Debtor's interests in the Receivable Asset and
its intercompany claims instead of assigning these to RXT ASA, the
Receivable Asset is currently in dispute, the subject of potential
litigation, and the intercompany receivables have a questionable
and unliquidated value because these are owed by insolvent
affiliates that are in the process of liquidating their affairs,
Mr. Wielebinski asserts.

Under the Liquidating Plan, Holders of Allowed Administrative
Claims, Allowed Priority Tax Claims, Class 1 ? Allowed Priority
Non-Tax Claims, Class 2 ? Secured Tax Claims, Class 3 ? Allowed
Other Secured Claims, and Class 4 ? Allowed General Unsecured
Claims are estimated to recover 100 cents on the dollar.

Holders of Class 5 ? Subordinated Claims, with an estimated
allowable claim of $18,544,591, will be paid after satisfaction of
Allowed Claims in senior classes.  Holders of Class 6 ? Equity
Interests will recover nothing.

A full-text copy of the Disclosure Statement dated Nov. 5, 2013,
is available at http://bankrupt.com/misc/RESERVOIRds1105.pdf

                   About Reservoir Exploration

Reservoir Exploration Technology, Inc., a provider of seismic data
and related geophysical services to the oil and gas industry and
specializing in multi-component sea-floor acquisition of seismic
data, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Case No. 13-45148) on Nov. 5, 2013.  The case is
assigned to Judge Michael Lynn.

The Debtor's parent, Reservoir Exploration Technology ASA, filed
for bankruptcy protection under the laws of Norway on June 13,
2013.  Mr. Jon Skjorshammer of The Selmer Law Firm, with offices
in Oslo, Norway, has been appointed by the Norwegian bankruptcy
court as the liquidator for RXT ASA in the Parent's Foreign
Bankruptcy Case.

The Debtor's proposed counsel are Jay Ong, Esq., Joseph J.
Wielebinski, Esq. -- jwielebinski@munsch.com -- and Thomas D.
Berghman, Esq. -- tberghman@munsch.com -- at Munsch Hardt Kopf &
Harr, P.C., in Dallas, Texas.

The petition was signed by Jason Rae, chief restructuring officer.
The Debtor's Schedules of Assets and Liabilities disclosed
$13,660,336 in assets and $18,823,697 in liabilities.


RESERVOIR EXPLORATION: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Reservoir Exploration Technology, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of Texas, Fort Worth
Division, schedules of assets and liabilities disclosing the
following:

                                            Assets    Liabilities
                                         -----------  -----------
A. Real Property                                  $0
B. Personal Property                      13,660,336
C. Property Claimed as Exempt                    N/A
D. Creditor Holding Secured Claim                              $0
E. Creditors Holding Unsecured
      Priority Claims                                     278,593
F. Creditors Holding Unsecured
      Nonpriority Claims                               18,545,103
                                         -----------  -----------
   TOTAL                                 $13,660,336  $18,823,697

                   About Reservoir Exploration

Reservoir Exploration Technology, Inc., a provider of seismic data
and related geophysical services to the oil and gas industry and
specializing in multi-component sea-floor acquisition of seismic
data, sought protection under Chapter 11 of the Bankruptcy Code on
Nov. 5, 2013 (Case No. 13-45148, Bankr. N.D. Tex.).  The case is
assigned to Judge Michael Lynn.

The Debtor's parent, Reservoir Exploration Technology ASA, filed
for bankruptcy protection under the laws of Norway on June 13,
2013.  Mr. Jon Skjorshammer of The Selmer Law Firm, with offices
in Oslo, Norway, has been appointed by the Norwegian bankruptcy
court as the liquidator for RXT ASA in the Parent's Foreign
Bankruptcy Case.

The Debtor's proposed counsel are Jay Ong, Esq., Joseph J.
Wielebinski, Esq. -- jwielebinski@munsch.com -- and Thomas D.
Berghman, Esq. -- tberghman@munsch.com -- at Munsch Hardt Kopf &
Harr, P.C., in Dallas, Texas.

The petition was signed by Jason Rae, chief restructuring officer.
The Debtor's Schedules of Assets and Liabilities disclosed
$13,660,336 in assets and $18,823,697 in liabilities.


RESERVOIR EXPLORATION: Taps Munsch Hardt as Bankruptcy Counsel
--------------------------------------------------------------
Reservoir Exploration Technology, Inc., seeks authority from the
U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, to employ Munsch Hardt Kopf & Harr, P.C., as
general bankruptcy counsel.

Munsch Hardt's hourly rates range from $695 to $310 per hour for
shareholders, $365 to $225 per hour for associates, and $260 to
$150 per hour for paralegals.  The firm's hourly rates for the
attorneys and paraprofessionals who it anticipates will most
likely be working on the bankruptcy case are:

   Joseph J. Wielebinski, Esq.            $635
   Jay H. Ong, Esq.                       $385
   Thomas D. Berghman, Esq.               $240
   Audrey Monlezun, Paralegal             $200

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

Mr. Ong, a shareholder at Munsch Hardt Kopf & Harr, P.C., assures
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Prior to the Petition Date, the Debtor paid Munsch Hardt $44,739
for legal fees and expenses incurred in connection with the
Debtor's planning and preparation of and for the Bankruptcy Case,
and has further paid Munsch Hardt a retainer to secure the payment
of its fees and expenses incurred in this case, of $60,000.  As of
the Petition Date, Munsch Hardt applied $39,154 of the retainer
for additional legal fees and expenses incurred in connection with
the Debtor's planning and preparation of and for this Bankruptcy
Case.  Accordingly, as of the Petition Date, $20,845 remains in
retainer, which Munsch Hardt will continue to hold and not apply
except as authorized by the Court.

A hearing on the employment application is set for Dec. 5, 2013,
at 1:30 p.m. (CST).

                   About Reservoir Exploration

Reservoir Exploration Technology, Inc., a provider of seismic data
and related geophysical services to the oil and gas industry and
specializing in multi-component sea-floor acquisition of seismic
data, sought protection under Chapter 11 of the Bankruptcy Code on
Nov. 5, 2013 (Case No. 13-45148, Bankr. N.D. Tex.).  The case is
assigned to Judge Michael Lynn.

The Debtor's parent, Reservoir Exploration Technology ASA, filed
for bankruptcy protection under the laws of Norway on June 13,
2013.  Mr. Jon Skjorshammer of The Selmer Law Firm, with offices
in Oslo, Norway, has been appointed by the Norwegian bankruptcy
court as the liquidator for RXT ASA in the Parent's Foreign
Bankruptcy Case.

The Debtor's proposed counsel are Jay Ong, Esq., Joseph J.
Wielebinski, Esq. -- jwielebinski@munsch.com -- and Thomas D.
Berghman, Esq. -- tberghman@munsch.com -- at Munsch Hardt Kopf &
Harr, P.C., in Dallas, Texas.

The petition was signed by Jason Rae, chief restructuring officer.
The Debtor's Schedules of Assets and Liabilities disclosed
$13,660,336 in assets and $18,823,697 in liabilities.


RESERVOIR EXPLORATION: Hires Lain Faulkner to Provide CRO
---------------------------------------------------------
Reservoir Exploration Technology, Inc., seeks authority from the
U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, to employ Lain Faulkner & Co., P.C., as financial
advisor, and designate Jason A. Rae as chief restructuring
officer.

Lain Faulkner's current hourly rates range from $345 to $450 per
hour for Shareholders, $225 to $340 per hour for CPAs/Accounting
Professionals, $225 to $300 per hour for IT Professionals, $150 to
$215 per hour for Staff Accountants, and $75 to $95 per hour for
clerical time depending on the personnel assigned.

Mr. Rae, a master analyst in financial forensics, will be paid
$340 per hour.  Lain Faulkner will also be reimbursed for any
necessary out-of-pocket expenses.

Mr. Rae assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  He discloses that on Oct. 31, 2013,
Lain Faulkner received a $30,000 retainer from the Debtor.  The
following day, Lain Faulkner drew down the retainer in the amount
of $24,872 to pay for prepetition services and expenses incurred
in connection with the Debtor's preparation for the Bankruptcy
Case.  Accordingly, as of the Petition Date, $5,127 remains in
retainer, which Lain Faulkner will continue to hold and not apply
except as authorized by the Court.

A hearing on the employment application is set for Dec. 5, 2013,
at 1:30 p.m. (CST).

                   About Reservoir Exploration

Reservoir Exploration Technology, Inc., a provider of seismic data
and related geophysical services to the oil and gas industry and
specializing in multi-component sea-floor acquisition of seismic
data, sought protection under Chapter 11 of the Bankruptcy Code on
Nov. 5, 2013 (Case No. 13-45148, Bankr. N.D. Tex.).  The case is
assigned to Judge Michael Lynn.

The Debtor's parent, Reservoir Exploration Technology ASA, filed
for bankruptcy protection under the laws of Norway on June 13,
2013.  Mr. Jon Skjorshammer of The Selmer Law Firm, with offices
in Oslo, Norway, has been appointed by the Norwegian bankruptcy
court as the liquidator for RXT ASA in the Parent's Foreign
Bankruptcy Case.

The Debtor's proposed counsel are Jay Ong, Esq., Joseph J.
Wielebinski, Esq. -- jwielebinski@munsch.com -- and Thomas D.
Berghman, Esq. -- tberghman@munsch.com -- at Munsch Hardt Kopf &
Harr, P.C., in Dallas, Texas.

The petition was signed by Jason Rae, chief restructuring officer.
The Debtor's Schedules of Assets and Liabilities disclosed
$13,660,336 in assets and $18,823,697 in liabilities.


RESERVOIR EXPLORATION: Section 341(a) Meeting Set on Dec. 13
------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Reservoir
Exploration Technology Inc. will be held on Dec. 13, 2013, at
10:30 a.m. at FTW 341 Rm 7A24.  Creditors have until March 13,
2014, to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Reservoir Exploration Technology Inc., filed a bankruptcy petition
(Bankr. N.D. Tex. Case No. 13-45148) on Nov. 5, 2013.  The
petition was signed by Jason Rae as chief restructuring officer.
The Debtor estimated assets and debts of at least $10 million.
Judge Michael Lynn presides over the case.  MUNSCH HARDT KOPF &
HARR, P.C., serves as the Debtor's counsel.


RESIDENTIAL CAPITAL: Settles 10-Year-Old Homeowners' Action
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC settled another lawsuit
brought by homeowners in anticipation of the Nov. 19 confirmation
hearing for approval of its reorganization plan.

According to the report, ResCap units Residential Funding Co. LLC
and Homecomings Financial LLC were sued in 2003 in Missouri state
court, accused of charging improper fees and interest. After
trial, the plaintiffs were awarded almost $100 million, including
$92 million in punitive damages.

A state appellate court called for retrial on punitive damages.
Because other awards were upheld, ResCap paid the plaintiffs
almost $13 million.

Facing retrial with plaintiffs asking for more than the original
$92 million in punitive damages, ResCap signed a settlement
agreement before bankruptcy.

There will be a hearing on Dec. 17 in bankruptcy court to approve
the settlement, which gives the class members an unsecured claim
for $14.5 million. The plaintiffs will also have the right to
pursue insurance coverage like similarly situated parties under
ResCap's plan.

ResCap is the mortgage-servicing unit of non-bankrupt parent Ally
Financial Inc. ResCap's primary opposition at next week's plan-
confirmation hearing comes from second-lien lenders who have said
they are entitled to payment in full. Otherwise, according to
ResCap, the plan has "overwhelming support from the vast majority
of creditors."

The plan is financed in part by a $2.1 billion settlement
contribution from Detroit-based Ally. An ad hoc group holding
$714 million in 9.625 percent junior notes oppose the plan,
saying they are entitled to payment in full with interest.

Disclosure materials explain why holders of ResCap's $2.15 billion
in general unsecured claims should see a 36.3 percent recovery.
Unsecured creditors with $2 billion in claims against the so-
called GMACM companies are shown as receiving 30.1 percent.

The $1.1 billion in third-lien 9.625 percent secured notes due in
2015 last traded on Nov. 12 for 109.75 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. In January, the bonds
sold for 107 cents.

The $473.4 million of ResCap senior unsecured notes due in April
2013 last traded on Nov. 4 for 36.719 cents on the dollar, a 56
percent increase since Dec. 19, according to Trace.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVSTONE INDUSTRIES: Boston Finance Opposes Exclusivity Request
---------------------------------------------------------------
Boston Finance Group, LLC, opposes any extension of time of
Revstone Industries, LLC, et al.'s exclusive plan filing period
with respect to Debtor Spara, LLC.

BFG argues that the Debtors have failed to take any action or make
any progress in Spara's case for a year and have done nothing but
pursue litigation against BFG based on purported conduct with
respect to a non-debtor subsidiary, Lexington, that will not, in
even the most favorable circumstances, yield a recovery to Spara.

The Exclusivity Extension Motion is set to be heard on Dec. 11,
2013.  In effect, the Motion will not be heard until 41 days after
the expiration of the Debtors' existing exclusive period, nearly
half of the requested extension of time, BFG points out.  "Due to
the late date of the hereaing, Spara has essentially granted
itself a de facto extension without cause and parties-in-interest
will therefore be deprived of any opportunity to participate and
meaningfully object to the Motion."

Counsel to Boston Finance Group, LLC, are:

          Stuart M. Brown, Esq.
          1201 N. Market Street, Suite 2100
          Wilmington, DE 19801
          Tel No.: (302) 468-5700
          Fax No.: (302) 394-2341
          Email: stuart.brown@dlapiper.com

               -- and --

          Gregg M. Galardi, Esq.
          Sarah E. Castle, Esq.
          1251 Avenue of the Americas
          New York, NY 10020-1104
          Tel No.: (212) 335-4500
          Fax No.: (212) 335-4501
          Email: gregg.galardi@dlapiper.com
                 sarah.castle@dlapiper.com

                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.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


ROYAL IMTECH: Financiers Agree to Extend Covenant Holiday
---------------------------------------------------------
Imtech says it is currently engaging in a constructive dialogue
with its most important financiers regarding an amendment of its
financing agreements, including a covenant reset.  This covenant
reset is required as a result of a slower than anticipated
recovery of Imtech's business, in particular in Germany.  As part
of these discussions, Imtech's most important financiers have
agreed to extend the covenant holiday.  Under the related
financing agreements the first covenant testing date was March 31,
2014.  The newly agreed first testing date is September 30, 2014.

Imtech expects to publish the reset covenants on or before the
publication of its annual results on March 18th 2014.

                           About Imtech

Royal Imtech N.V. is a European technical services provider in the
fields of electrical solutions, ICT and mechanical solutions.
With approximately 29,000 employees, Imtech is active attractive
positions in the buildings and industry markets in the
Netherlands, Belgium, Luxembourg, Germany, Austria, Eastern
Europe, Sweden, Norway, Finland, the UK, Ireland, Turkey and
Spain, the European markets of ICT and Traffic as well as in the
global marine market.  In total Imtech serves 24,000 customers.
Imtech offers integrated and multidisciplinary total solutions
that lead to better business processes and more efficiency for
customers and the customers they, in their turn, serve.  Imtech
also offers solutions that contribute towards a sustainable
society - for example, in the areas of energy, the environment,
water and traffic.  Imtech shares are listed on the NYSE Euronext
Amsterdam, where Imtech is included in the AEX Index.


SCIENTIFIC GAMES: S&P Rates $2.6BB Secured Credit Facility 'BB-'
----------------------------------------------------------------
"Standard & Poor's Ratings Services assigned New York-based
Scientific Games Corp.'s new $2.6 billion senior secured credit
facility an issue-level rating of 'BB-' (at the same level as the
corporate credit rating), with a recovery rating of '3',
indicating our expectation for meaningful (50% to 70%) recovery
for lenders in the event of a payment default."

The facility consists of a $2.3 billion term loan due 2020 and a
$300 million revolver due 2018.

"At the same time, we revised our recovery rating on the company's
subordinated debt to '6' (0% to 10% recovery expectation) from '5'
(10% to 30% recovery expectation). We subsequently lowered our
issue-level rating on this debt to
'B' from 'B+', in accordance with our notching criteria and in
line with our assessment in our most recent research update on the
company, published May 16, 2013. The revised recovery rating
reflects a greater amount of secured debt outstanding under our
simulated default scenario versus the company's previous debt
structure. This reduces the recovery prospects for the
subordinated debt enough to warrant a downward revision of our
recovery rating."

"In addition, we withdrew our ratings on Scientific Games'
previous senior secured credit facility, which the company repaid
as part of the transaction."

"The company used proceeds from the new term loan to finance its
$1.5 billion acquisition of WMS Industries Inc., to refinance
existing debt, and to pay related fees and expenses."

"Our assignment of ratings to Scientific Games' new debt follows
the company's completion of its acquisition of WMS, closing and
funding of the new credit facility, and our review of final
documentation."

"Our 'BB-' corporate credit rating on Scientific Games reflects
our assessment of the company's business risk profile as "fair"
and its financial risk profile as "highly leveraged."

"Our assessment of Scientific Games' business risk profile as fair
reflects the mature, capital-intense nature of the lottery systems
industry, and the competitive market conditions in the lottery
industry for contract renewals and for new contracts, which often
result in pricing pressure."

RATINGS LIST

Scientific Games Corp.
Corporate Credit Rating          BB-/Negative/--

New Rating

Scientific Games Corp.
Senior Secured
  $2.3B term loan due 2020        BB-
   Recovery Rating                3
  $300M revolver due 2018         BB-
   Recovery Rating                3

Recovery Rating Revised; Issue-Level Downgrade
                                  To             From
Scientific Games Corp.
Subordinated                     B              B+
   Recovery Rating                6              5


SCOOTER STORE: Wants Exclusivity in Plan Filing Thru Feb. 9
-----------------------------------------------------------
The Scooter Store Holdings, Inc., et al., ask the Bankruptcy Court
to further extend their exclusive period to file a Chapter 11 plan
through Feb. 9, 2014, and their exclusive period to solicit
acceptances of that plan through April 9, 2014.

The current Exclusivity Period simply have not afforded the
Debtors with sufficient time to complete the orderly liquidation
of their assets while simultaneously planning the best manner in
which to wrap up their cases.

The Debtors' second exclusivity request will be heard on Dec. 12,
2013.

Kenneth J. Enos, Esq., Robert S. Brady, Esq., Michael R. Nestor,
Esq., and Andrew L. Magaziner, Esq., of Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, represent the Debtors as
well as Neil E. Herman, Esq., of Morgan Lewis & Bockius LLP.
Kenne
                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SCOOTER STORE: Says Liquidation Is Near Completion
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Scooter Store Inc., forced to liquidate when it lost
the right to reimbursement from Medicare, is "planning the best
manner in which to wrap up these cases."

According to the report, although the supplier of power
wheelchairs and scooters had lined up a buyer to purchase the
business as a going concern, Scooter Store was forced to sell off
assets piecemeal when the government withdrew the company's
ability to sell to Medicare customers. The asset sales are
"nearing completion," the company said in a court filing last
week.

There will be a Dec. 12 hearing in U.S. Bankruptcy Court in
Delaware for a second expansion of the exclusive right to propose
a liquidating Chapter 11 plan. If the judge agrees, the deadline
will go out three months to Feb. 9.

Were the company not forced to liquidate, there might have been
recovery for unsecured creditors given a settlement between
official creditors' committee and lender Sun Capital Partners
Inc., a 66.8 percent shareholder and holder of $40 million in
third-lien debt.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SEVEN COUNTIES: Has Interim Access to Cash Collateral Until Apr. l
------------------------------------------------------------------
In a sixth interim order entered Oct. 9, 2013, the U.S. Bankruptcy
Court for the Western District of Kentucky authorized Seven
Counties Services, Inc., effective as of Sept. 27, 2013, to use
cash collateral of Fifth Third Bank through the earlier of (i) the
fourteenth calendar day following entry by the Court of final
judgment entered in Adversary Proceeding Number 13-03019, or (ii)
April 1, 2014.

A copy of the sixth interim cash collateral order is available at:

         http://bankrupt.com/misc/sevencounties.doc302.pdf

The final hearing on the motion to use cash collateral is
scheduled for March 25, 2014, at 10:00 a.m.  Any party wishing to
appear by video conference at one of the video conference sites in
the Western District must contact the Court by phone no later than
two business days prior to the scheduled hearing.

                        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.


SIMPLY WHEELZ: Has Interim Approval of $14.8-Mil. DIP Loan
----------------------------------------------------------
Judge Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi gave Simply Wheelz LLC interim
authority to obtain $14.8 million of postpetition secured
financing from The Catalyst Capital Group, Inc.

During a hearing scheduled for Dec. 3, 2013, at 9:30 a.m.
(prevailing Central Time), the Debtor will ask the Court to allow
it to tap an aggregate amount not to exceed $36 million, which
commitment may be increased without further order of the Court by
up to $10 million.  Objections to the final approval of the DIP
request are due Nov. 29.

All outstanding principal amount of all DIP Obligations will bear
interest at the LIBOR Rate plus 8.0% per annum.  After the
occurrence and during the continuance of an event of default, all
outstanding DIP Obligations will bear an additional 2.0% per annum
of interest.

Subject to a carve-out, the DIP Lender is granted, as security for
the DIP Obligations, a first priority security interest in and
lien on all unencumbered collateral; a security interest in and
lien on all collateral that is subject and subordinate to any
valid, prior, perfected and non-avoidable liens; and a first
priority priming security interest and lien on any collateral,
which is subject to a lien securing the indebtedness of the Debtor
to Bank of America, N.A.  In addition to the DIP Liens, all of the
DIP Obligations will constitute allowed superpriority
administrative claims, subject only to the payment of the carve-
out.

With respect to the BofA Indebtedness, BofA will be adequately
protected by its right to collateral posted by MIHI LLC in the
amount of $7.5 million, plus any interest accrued thereon.  As
further adequate protection, the Debtor has agreed to pay the
accrued non-principal BofA Indebtedness Amounts that have accrued
through the earlier of Nov. 22, 2013, and the date of application
of the MIHI collateral to the principal amount of the BofA
Indebtedness.

As consideration for consent of The Hertz Corporation and its
affiliates to the entry of the Interim DIP Order, the Debtor will
make a payment of $4 million and return at least 1,000 vehicles to
Hertz at its airport locations on or before Nov. 22; return at
least 1,000 additional vehicles to Hertz at its airport locations
on or before Nov. 30; and pay on or before Dec. 16 an amount equal
to $4 million less a credit of $218 for each vehicle returned on
or before Nov. 30.

Carve-out means (i) all unpaid fees required to be paid to the
Clerk of Court and to the Office of the U.S. Trustee; (ii) all
reasonable and documented unpaid fees, costs, disbursements and
expenses of bankruptcy professionals employed by the Debtors that
are incurred prior to the delivery of a carve-out trigger notice;
(iii) all reasonable and documented unpaid fees and expenses of
bankruptcy professionals retained by any official committee and
all reasonable out-of-pocket expenses of any member of the
Committee that are incurred prior to the delivery of a carve-out
trigger notice; (iv) all reasonable and documented fees and
expenses of the Debtors' and any official committee's
professionals that are incurred after the delivery of a carve-out
trigger notice up to an aggregate amount not to exceed $150,000.

The DIP Lender will have the unqualified right to credit bid all
or any portion of the DIP Obligations pursuant to (i) Section 363
of the Bankruptcy Code, (ii) a plan of reorganization or plan of
liquidation, or (iii) a sale or other disposition by a Chapter 7
trustee for the Debtor.

The DIP Loan Documents require the Debtor to comply with the
following sale process milestone:

   Nov. 19, 2013   -- Preliminary hearing on the Bid Procedures
                      Motion must be completed

   Nov. 22, 2013   -- Final hearing on the Bid Procedures Motion
                      must be completed and Bid Procedures Order
                      must have been entered by the Court

   Dec. 4, 2013    -- All qualified bids must be due

   Dec. 9, 2013    -- Auction must be completed

   Dec. 10, 2013   -- Preliminary hearing to approve the sale to
                      the winning bidder must have concluded

   Dec. 17, 2013   -- Final hearing to approve the sale to the
                      winning bidder must have concluded

A full-text copy of the Interim DIP Order with Budget is available
at http://bankrupt.com/misc/SIMPLYdipord1108.pdf

The Debtor is represented by Stephen W. Rosenblatt, Esq., and
Christopher R. Maddux, Esq., at BUTLER SNOW O'MARA STEVENS &
CANNADA LLP, in Ridgeland, Mississippi.  The DIP Lender is
represented by Richard Levy, Esq., at Latham & Watkins LLP, in
Chicago, Illinois; and Jim F. Spencer, Esq., at Watkins and Eager,
PLLC, in Jackson, Mississippi.

                    About Simply Wheelz

Based in Ridgeland, Mississippi, Simply Wheelz is owned by
Franchise Services of North America NA, which acquired the
Advantage business and 24,000 vehicles early this year from
Hertz Global Holdings Inc. Hertz was required by antitrust
regulators to divest Advantage when taking over the Dollar
Thrifty business.  The vehicles are leased from Hertz, which gave
notice of termination of the lease on Nov. 2 following payment
default on Oct. 9.  Simply Wheelz said it lost $8.6 million on the
sale of 5,300 cars in the Hertz fleet. The contracts requires
Simply Wheelz to bear the risk of the residual value of the fleet.

Advantage has 72 locations in 33 states. It is the fourth-
largest rental car business in the U.S.

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code on Nov. 5, 2014 (Case No. 13-03332,
Bankr. S.D.Miss.).  The case is assigned to Judge Edward Ellingon.
The petition listed assets and debt both exceeding $100
million.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at BUTLER SNOW O'MARA STEVENS &
CANNADA, in Ridgeland, Mississippi.


SIMPLY WHEELZ: Employs Capstone Advisory as Financial Advisor
-------------------------------------------------------------
Simply Wheelz LLC seeks authority from the U.S. Bankruptcy Court
for the Southern District of Mississippi to employ Capstone
Advisory Group, LLC, as financial advisor.

The firm will be paid the following customary hourly rates:

   Executive Directors     $575 to $830
   Managing Directors      $475 to $640
   Directors               $350 to $450
   Consultants             $240 to $340
   Support Staff           $120 to $305

The firm will also be reimbursed for any necessary out-of-pocket
expenses.  Capstone has agreed to limit its professional fees to
no more than $400,000 for the month of October.

The Debtor has paid Capstone $400,000 for prepetition fees and
reimbursable expenses the amount of $30,123.  In addition,
Capstone has received a $100,000 retainer for postpetition
services.

Edwin N. Ordway, Jr., executive director and manager of Capstone
Advisory Group, LLC, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

                        About Simply Wheelz

Based in Ridgeland, Mississippi, Simply Wheelz is owned by
Franchise Services of North America NA, which acquired the
Advantage business and 24,000 vehicles early this year from
Hertz Global Holdings Inc. Hertz was required by antitrust
regulators to divest Advantage when taking over the Dollar
Thrifty business.  The vehicles are leased from Hertz, which gave
notice of termination of the lease on Nov. 2 following payment
default on Oct. 9.  Simply Wheelz said it lost $8.6 million on the
sale of 5,300 cars in the Hertz fleet. The contracts requires
Simply Wheelz to bear the risk of the residual value of the fleet.

Advantage has 72 locations in 33 states. It is the fourth-
largest rental car business in the U.S.

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2014.  The case is assigned to Judge Edward Ellingon.  The Debtor
estimated assets and debt in excess of $100 million.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.


SIMPLY WHEELZ: Has Interim Authority to Pay Critical Vendors
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
gave Simply Wheelz LLC interim authority to pay the prepetition
claims of critical vendors who agree to continue to supply goods
or services to the Debtor on the critical vendor's governing trade
terms.

The requested relief is critical to the Debtor's reorganization
efforts, and immediately necessary in light of the nature of the
Debtor's operations, Stephen W. Rosenblatt, Esq., at Butler Snow
LLP, in Ridgeland, Mississippi.  If the request is not granted and
certain critical trade vendors refuse to continue to supply goods
and services to the Debtor postpetition, the Debtor will be unable
to continue its operations and keep its customers satisfied, which
will certainly endanger the value of the Debtor's enterprise and
harm all creditors, Mr. Rosenblatt adds.

                        About Simply Wheelz

Based in Ridgeland, Mississippi, Simply Wheelz is owned by
Franchise Services of North America NA, which acquired the
Advantage business and 24,000 vehicles early this year from
Hertz Global Holdings Inc. Hertz was required by antitrust
regulators to divest Advantage when taking over the Dollar
Thrifty business.  The vehicles are leased from Hertz, which gave
notice of termination of the lease on Nov. 2 following payment
default on Oct. 9.  Simply Wheelz said it lost $8.6 million on the
sale of 5,300 cars in the Hertz fleet. The contracts requires
Simply Wheelz to bear the risk of the residual value of the fleet.

Advantage has 72 locations in 33 states. It is the fourth-
largest rental car business in the U.S.

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2014.  The case is assigned to Judge Edward Ellingon.  The Debtor
estimated assets and debt in excess of $100 million.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.


SIMPLY WHEELZ: Has Interim Authority to Assume Important Contracts
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
gave Simply Wheelz LLC interim authority to assume the following
agreements:

   -- service contracts with online travel agencies pursuant to
      which the OTAs accept and process car rental reservations
      for the benefit of the Debtor;

   -- the agreement with American Express Travel Related Services
      Company, Inc., for the processing of credit card charges
      on American Express(R) made by customers of the Debtor;

   -- First Data Merchant Services Contract for the processing of
      credit card charges made by the customers of the Debtor;

   -- agreement with Bank of America for "Procure-to-Pay" cards,
      which are used by the city managers for each location for
      items like paying for repairs to damaged vehicles, repairs
      and maintenance, occasional outside labor, location-specific
      SG&A and related items; and

   -- Franchise Services of North America, Inc. Shared Services
      Agreement, pursuant to which the Debtor and FSNA allocate
      the cost of certain contractual benefits enjoyed by each of
      the Debtor and FSNA.

Stephen W. Rosenblatt, Esq., at Butler Snow LLP, in Ridgeland,
Mississippi, asserts that if the Court does not allow the Debtor
to assume the obligations contained in the agreements and cure the
associated prepetition arrearage amounts owed, the Debtor will be
unable to receive, process and fulfill reservations through the
most popular internet sites for its car rental services.  Without
the Agreement and the benefits associated therewith, the Debtor's
prospects for a successful reorganization will be severely
hampered if not entirely thwarted, Mr. Rosenblatt added.

                        About Simply Wheelz

Based in Ridgeland, Mississippi, Simply Wheelz is owned by
Franchise Services of North America NA, which acquired the
Advantage business and 24,000 vehicles early this year from
Hertz Global Holdings Inc. Hertz was required by antitrust
regulators to divest Advantage when taking over the Dollar
Thrifty business.  The vehicles are leased from Hertz, which gave
notice of termination of the lease on Nov. 2 following payment
default on Oct. 9.  Simply Wheelz said it lost $8.6 million on the
sale of 5,300 cars in the Hertz fleet. The contracts requires
Simply Wheelz to bear the risk of the residual value of the fleet.

Advantage has 72 locations in 33 states. It is the fourth-
largest rental car business in the U.S.

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2014.  The case is assigned to Judge Edward Ellingon.  The Debtor
estimated assets and debt in excess of $100 million.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.


SOUTHGOBI RESOURCES: Restates Financials for 2011 and 2012
----------------------------------------------------------
SouthGobi Resources Ltd. on Nov. 11 provided a summary of
information on Unaudited Third Quarter 2013 and Unaudited Year to
Date September 30, 2013 Financial Results and selected unaudited
restated financial information for 2010, 2011, 2012, and First
Half 2013 financial results.

Update on restatement

On November 8, 2013, the Company's board of directors decided to
restate the Company's financial statements for 2011 and 2012, and
consequently its comparative interim financial statements for 2013
and the related Management's Discussion and Analysis.  The
selected unaudited restated financial information and information
on third quarter 2013 and year to date September 30, 2013
contained in this press release were reviewed by the Company's
Audit Committee and Board of Directors and approved on
November 10, 2013.

The restatement follows a review by the Company of its prior
revenue recognition practices for its coal sales contracts entered
into in the fourth quarter of 2010, full year 2011 and in the
first half of 2012 and related delivery of coal under those sales
contracts during the periods commencing in the fourth quarter of
2010 through to the present.  The revenue restatement only affects
the contracted coal not collected by the customers at each period
end.  This review has been conducted in consultation with
PricewaterhouseCoopers LLP, the Company's current auditors, and
Deloitte LLP, the Company's auditors during the 2010 and 2011
fiscal years.

The Company adopted new terms in its sales contracts starting in
the second half of 2012 such that title transfers on these new
contracts when coal is loaded onto the customer's trucks which
results in a later point of revenue recognition for all its sales
starting from the second half of 2012.

Following the change in revenue recognition practices, revenues
from coal sales contracts are recognized in later periods than
previously reported and some revenue remains to be reported in
periods after September 30, 2013 as not all contracted coal has
been collected by customers.  This change results in lower
revenues and cost of sales in 2010 and 2011 followed by higher
revenues and cost of sales in 2012 and year to date September 30,
2013.

The adjustments to other operating expenses in each applicable
period primarily result from the reversal of provisions for
doubtful trade and other receivables in those periods.

The impact on the net income/(loss) for the restated periods
follows from the restated revenues, net of cost of sales and
adjustments to other operating expenses.  The net loss for the
year 2010 increases, the net income for the year 2011 decreases
and the net loss for the year 2012 decreases.  The net loss for
the six month period ending June 30, 2013 is also lower than
previously reported.

During the periods from 2010 to September 30, 2013, trade and
other receivables have been adjusted lower and deferred revenue
recognized to reflect revenue being recorded in later periods than
previously reported.  The inventory balance increased over the
same period to reflect higher coal inventory stockpile balances.
Prepaid expenses also increased, with a corresponding decrease in
trade and other payables, as coal sales royalty expenses were
recognized in later periods than previously reported.

Effects of the restatements on previously filed Statements of Cash
Flows

The restatements do not result in a change in cash at the end of
any period.  The statement of cash flows as reported does not
change except for the reclassification of various items within
operating activities.  Financing activities, investing activities,
change in cash, cash at beginning of period and cash at the end of
period remain unchanged from previously filed financial
statements.

Timeline going forward

The Company expects that it will be in a position to complete on
or before November 14, 2013 the filing of its Interim Statements
for the three and nine month periods ended September 30, 2013 and
the related MD&A and certifications by the Chief Executive Officer
and Chief Financial Officer in compliance with National Instrument
51-102 of the Canadian Securities Administrators.

The Company is working expeditiously with PwC and Deloitte in
order to file the full set of audited restated consolidated
financial statements and MD&A as at and for the years ended
December 31, 2012 and 2011 comprising the Restated Financials.
The Restated Financials are expected to be available on or before
December 13, 2013.

Notwithstanding the foregoing, if required, the Company will be
applying to the British Columbia Securities Commission pursuant to
Part 4 of National Policy 12-203 for a Management Cease Trade
Order in connection with any late filing of the Required Filings
and the Restated Financials.  If issued, the MCTO will prohibit
trading in securities of the Company, whether direct or indirect,
by the Company's CEO, CFO and board of directors or other persons
or companies who had, or may have had, access directly or
indirectly to any material fact or material change with respect to
the Company that has not been generally disclosed. There can be no
assurance that an MCTO will be issued.

If an MCTO is not issued, the Principal Regulator can impose a
general cease trade order ceasing all trading in securities of the
Company for such period of time as the Principal Regulator may
deem appropriate.

While the Company expects to file the Required Filings on or
before November 14, 2013 in compliance with NI 51-102 and the
Restated Financials as soon as possible, any delay in filing the
Required Filings, or the Restated Financials, could ultimately
result in an event of default of the Company's convertible
debenture held by China Investment Corporation, which if not cured
within applicable cure periods in accordance with the terms of
such debenture, may result in the principal amount owing and all
accrued and unpaid interest becoming immediately due and payable
upon notice to the Company by CIC.

                    About SouthGobi Resources

SouthGobi is listed on the Toronto and Hong Kong stock exchanges,
in which Turquoise Hill Resources Ltd., also publicly listed in
Toronto and New York, has a 57% shareholding. Turquoise Hill took
management control of SouthGobi in September 2012 and made changes
to the board and senior management. Rio Tinto has a majority
shareholding in Turquoise Hill.

SouthGobi is focused on exploration and development of its
metallurgical and thermal coal deposits in Mongolia's South Gobi
Region.  It has a 100% shareholding in SouthGobi Sands LLC,
Mongolian registered company that holds the mining and exploration
licenses in Mongolia and operates the flagship Ovoot Tolgoi coal
mine.  Ovoot Tolgoi produces and sells coal to customers in China.


T-L CONYERS: Can Access Cole Taylor's Cash Collateral Until Dec. 1
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana,
according to T-L Cherokee South LLC's case docket, has extended
the Debtor's interim use of Cole Taylor Bank's cash collateral
until Dec. 1, 2013.

A 14-day drop dead notice will be provided to all creditors and
parties-in-interest regarding the proposed order to be filed by
the Debtor and Cole Taylor.

A telephonic conference on further extension of use of cash
collateral will be held on Dec. 18, at 10 a.m.  If on that date
the parties report that they have not agreed to further extension,
a hearing in court will be set.

The Debtor will use the cash collateral to fund the continued
operations of its business.

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


T-L CONYERS: Court Wants Bankruptcy Exit Plan Revised
-----------------------------------------------------
The Hon. J. Philip Klingeberger of the U.S. Bankruptcy Court for
the Northern District of Indiana entered an order regarding Cole
Taylor Bank/RCG-KC Brywood LLC's objection to the deemed
substantive consolidation provisions of T-L Cherokee South, LLC's
Joint Plan of Reorganization.

Pursuant to the order, among other things, the Court:

   -- sustained the objection;

   -- said that further proceedings on the Debtor's Joint
      Disclosure Statement will not be undertaken and are mooted
      by the Court's determination that the plan described in that
      disclosure statement cannot be confirmed as a matter of law;
      and

   -- granted the Debtor leave to file an amended plan and an
      amended disclosure statement and the due date will be
      established by separate order.

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


TERVITA CORP: Moody's Cuts CFR to 'Caa1' & Notes Rating to 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded Tervita Corporation's
corporate family rating (CFR) to Caa1 from B3, probability of
default rating to Caa1-PD from B3-PD, first lien senior secured
revolver rating to B1 from Ba3, and first lien senior secured
notes rating to B3 from B2. The company's senior unsecured rating
was affirmed at Caa2, its speculative grade liquidity rating was
affirmed at SGL-3 and its ratings outlook has been changed to
stable from negative.

"Tervita's cash flows have underperformed Moody's expectations
since the company's rating outlook was changed to negative earlier
this year," said Darren Kirk, a Vice President and Senior Credit
Officer with Moody's. "While adverse weather contributed to this
underperformance, Tervita's adjusted Debt/ EBITDA is currently
10x. Moody's expects improvement from this level but also believe
the company's leverage will remain over 7x through 2014."

Ratings Rationale:

Tervita's Caa1 CFR is primarily driven by its very high leverage,
generally weak execution (especially of its growth spending) over
the past couple of years and exposure to the cyclical land
drilling business with a concentration in western Canada. Moody's
is concerned that unless there is some growth in earnings in the
next few years, that the company's capital structure may be
untenable. The rating also recognizes that the company's liquidity
is adequate through 2014 and that Tervita is one of the largest
providers of waste management services to the Canadian oil & gas
sector, long-term industry fundamentals are favorable, barriers to
entry are high, and Tervita has a diverse list of blue chip
customers.

Moody's expects Tervita's free cash flow will achieve a breakeven
level over the next year as it cuts back capital expenditures to
near-maintenance levels. The company's liquidity is supported by a
lack of meaningful debt maturities prior to November 2015, modest
expected cushion to bank financial covenants and about $150
million of unused revolver availability (after drawings and
outstanding letters of credit). Most of the company's debt matures
in 2018.

The stable outlook reflects Moody's expectation that Tervita's
leverage will steadily improve towards 7x through 2014 and that
its liquidity will remain adequate.

The rating could be upgraded if debt to EBITDA is sustained
towards 6.5x and the company generates sustainable positive free
cash flow. The rating could be downgraded if Moody's expected the
company's liquidity to become strained.


TWIN CITY BAPTIST: Objection to TD Bank's Claims Sustained
----------------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman sustained the objection of Twin
City Baptist Temple, Inc., to the proofs of claim filed by TD
Bank, NA.

The claims have been docketed as claims number 7 and 8 on the
claims register maintained by the court.  Claim 7, in the amount
of $2,048,405.55, was filed as a claim fully secured by a first
mortgage and assignment of rents on the Temple's real estate
located at 194 Electric Avenue in Lunenberg, Massachusetts and
includes post-petition interest, fees and costs pursuant to Sec.
506(b) of the Bankruptcy Code.  Claim 8, in the amount of
$215,998.59, was also filed as a fully secured claim, with post-
petition interest, secured by a second mortgage on the Lunenberg
property. The Temple's property consists of approximately 27.5
acres of land improved by three structures, a house of worship, a
school and a gymnasium.

The Temple's objection to the claims is premised on its belief
that the Lunenberg property is worth far less thaN the amount of
claim 7 and thus both claim 7 and 8 should be disallowed as
neither is fully secured and neither qualifies for the inclusion
of post-petition interest, costs and fees under Bankruptcy Code
Sec. 506(b).

In its claims objection the Temple alleges the Lunenberg property
had a fair market value on June 1, 2012, two weeks before the
filing of the bankruptcy petition commencing this case, of
$1,700,000.  This would make TD's second mortgage note, the
subject of claim 8, totally unsecured and its first mortgage note,
reflected in claim 7, partially secured.

TD, on the other hand, maintains that as of March 6, 2012, the
property had a fair market value of $3,250,000, a value sufficient
to render both its claims fully secured.

"I find, as between the two appraisals, that the Temple's
appraisal presents a more rational and more reliable approach to
determining the value of the Temple's property. Therefore, I find
that the Temple has presented sufficient evidence to rebut the
prima facie validity of TD's proofs of claims and that TD has
failed to carry its renewed burden to establish by a preponderance
of the evidence that its valuation of the collateral securing its
claims is correct. I conclude, therefore, that the value of the
Temple's property as of the date of commencement of this
bankruptcy case was $1,700,000.  Based on this valuation I will
sustain the Temple's objection to TD's claims 7 and 8 and afford
TD the opportunity to amend its claims consistent with a
$1,700,000 value of its collateral and the requirements of
Bankruptcy Code [Sec.] 506," Judge Hoffman said.

T.D. Bank, N.A., is represented by:

     Kevin P. McRoy, Esq.
     WYNN AND WYNN
     90 New State Highway
     Raynham, MA 02767
     Tel: 508-823-4567
     E-mail: kmcroy@wynnandwynn.com

A copy of the Court's Nov. 12, 2013 Memorandum of Decision is
available at http://is.gd/Breohcfrom Leagle.com.

Twin City Baptist Temple, Inc., based in Lunenburg, Mass., filed
for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 12-42233) on
June 14, 2012.  Judge Melvin S. Hoffman oversees the case.  James
L. O'Connor, Jr., Esq. -- joconnor.nandp@verizon.net -- Nickless,
Phillips and O'Connor, serves as the Debtor's counsel.

In its petition, Twin City Baptist Temple estimated $1 million to
$10 million in both assets and debts.  A list of the Company's
20 largest unsecured creditors is available for free at
http://bankrupt.com/misc/mab12-42233.pdf The petition was signed
by Arthur Erven Burke.


VELOCITY EXPRESS: Asks Court to Dismiss Chapter 11 Cases
--------------------------------------------------------
VEC Liquidating Corporation, et al., ask the U.S. Bankruptcy Court
for the District of Delaware to dismiss their Chapter 11 cases.
The Debtors also ask the Court to enter an order relieving
Kurtzman & Carson Consultants, LLC, of its responsibilities as the
Debtors' claims and noticing agent.

The hearing on the Motion is scheduled for Nov. 12, 2013, at
11:30 a.m.

The Debtor explains: "When the Sale and the Sale Settlement
Agreement were entered into, the Debtors believed they would be
able to satisfy, through funds from the Sale and the Sale
Settlement Agreement as well as retained causes of action and
other assets, the administrative expense claims for the remainder
of the Chapter 11 Cases as well as priority unsecured claims in
order to allow the Debtors to confirm a plan of liquidation.
However, since the closing of the Sale, the actual proceeds
received by the Debtors from, for example, the Canadian Cash Flow
and retained causes of action, failed to meet the amounts required
to satisfy the Debtors' priority unsecured claims.

"Indeed, the Debtors have determined that their remaining assets
will not be sufficient to pay any distribution at all to priority
unsecured claims, so a plan is impossible.  However, United States
Trustee fees have been paid in full, non-disputed administrative
claims have also been paid in full, and negotiated resolutions
have even been reached with substantially all disputed
administrative claims.  However, the estates do not have
sufficient funds to pay retained professionals in full. There is
certainly no cash to pay lower priority claims.

In summary, the Debtors says it is plain that cause exists for the
dismissal of their Chapter 11 cases.  "The Debtors have terminated
their business operations and liquidated or disposed of all
of their assets through these cases.  Thus, obviously there is no
reasonable likelihood of their rehabilitation.  Moreover, the
Debtors are unable to effectuate a Chapter 11 plan of liquidation,
as there are insufficient funds available for distribution to any,
let alone all priority unsecured creditors, and no remaining
assets to be liquidated or recovered for the benefit of their
estates.

"Furthermore, because they have no remaining assets to liquidate,
the Debtors submit that converting their Chapter 11 cases to cases
under Chapter 7 of the Bankruptcy Code would only create
unnecessary administrative expenses, with no meaningful prospect
of recoveries, and is therefore unwarranted.  Dismissing their
Chapter 11 Cases, on the other hand, will eliminate the accrual of
any administrative expense obligations and bring closure to these
cases in a timely and efficient manner.  In short, there is no
remaining purpose to be served by having the debtors remain in a
bankruptcy case under any chapter.  Accordingly, the Debtors
submit that sufficient cause exists to dismiss their Chapter 11
Cases, and that doing so is in the best interests of their estates
and creditors."

A copy of the Dismissal Motion is available at:

       http://bankrupt.com/misc/velocityexpress.doc1320.pdf

                       About Velocity Express

Velocity Express -- http://www.velocityexpress.com/-- operated a
nationwide network of regional ground delivery services.  Together
with 12 affiliates, Velocity filed for Chapter 11 protection
(Bankr. D. Del. Case No. 09-13294) on Sept. 24, 2009.  The Company
disclosed assets of $94.1 million and debt of $120.6 million as of
Sept. 1, 2009.

Velocity subsequently changed its name to VEC Liquidating
Corporation following the sale of its assets to ComVest Velocity
Acquisition I, LLC.  The buyer is represented in the case by
Kenneth G. Alberstadt, Esq., at Akerman Senterfitt LLP in New
York.  DIP Lender Burdale is represented in the case by Jonathan
M. Cooper, Esq., Randall L. Klein, Esq., and Sarah J. Risken,
Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz, LTD., in
Chicago.


VELTI INC: T-Mobile, Sprint Dominate Unsecured Committee
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that T-Mobile US Inc. and Sprint Corp. took two of the
three seats on the newly formed official creditors' committee for
Velti Inc., a provider of marketing and advertising services for
mobile devices.

According to the report, Velti sought Chapter 11 protection on
Nov. 4, intending to sell the business to GSO Capital Partners LP,
an affiliate of Blackstone Group LP. GSO acquired the $57.5
million secured credit on Nov. 1 from HSBC Bank NA, the lenders'
agent.

Owed $1 million, T-Mobile holds the largest unsecured claim,
according to Velti. The Sprint claim is about $225,000, according
to a court filing.

The third member of the committee, representing employees, is
James Helt. He has a $150,000 claim, according to a court filing
by Velti.

Velti, with U.S. operations in San Francisco and Atlanta, has
asked to conduct an auction and complete a sale by year-end.  The
bankruptcy court in Delaware will hold a hearing on Nov. 18 to
settle on auction and sale procedures.

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
bk-12878) on Nov. 4.  DLA PIPER LLP (US) serves as the Debtor's
counsel.   BMC Group, Inc., is the Debtor's claims agent.  Judge
Peter J. Walsh presides over the case.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million in
Chapter 11 documents filed this week.  Its Air2Web Inc. unit,
based in Atlanta, also sought creditor protection.

Velti Plc, which trades on the Nasdaq Stock Market, isn't part of
the bankruptcy process.  Operations in the U.K., Greece, India,
China, Brazil, Russia, the United Arab Emirates and elsewhere
outside the U.S. will continue as usual.


WESTERN FUNDING: Panel May Hire Schwartzer & McPherson as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of Western Funding Inc. and its debtor-affiliates to retain
Schwartzer & McPherson Law Firm as its counsel.

As reported in the Troubled Company Reporter on Oct. 17, 2013,
Schwartzer & McPherson's services will include:

   (a) assisting, advising and representing the Committee in its
       consultations with the Debtor regarding the administration
       of this case;

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

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

   (d) assisting, advising and representing the Committee in
       investigating the acts, conduct, assets, liabilities and
       financial condition of the Debtor, the Debtor's operations
       and the desirability of the continuance of any portion of
       those operations, and any other matters relevant to this
       case or to the formulation of a plan;

   (e) assisting, advising and representing the Committee in its
       participation in the negotiation, formulation and drafting
       of a plan of reorganization;

   (f) assisting, advising and representing the Committee in
       understanding its powers and its duties under the
       Bankruptcy Code and Bankruptcy Rules and in performing
       other services as are in the interests of those represented
       by the Committee;

   (g) assisting, advising and representing the Committee in the
       evaluation of claims and on any litigation matters; and

   (h) providing other services to the Committee as may be
       necessary in this case.

Schwartzer & McPherson will be paid at these hourly rates:

       Lenard E. Schwartzer, attorney    $550
       Jeanette E. McPherson, attorney   $475
       Jason A. Imes, attorney           $350
       Angela Hosey, paraprofessional    $150
       Sheena Clow, paraprofessional     $150
       Kristen Molloy, paraprofessional  $125

Schwartzer & McPherson will also be reimbursed for reasonable out-
of-pocket expenses incurred.

Jeanette E. McPherson, managing partner Schwartzer & McPherson,
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 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.

Jeanette E. McPherson, Esq., at SCHWARTZER & McPHERSON LAW FIRM
represents the Official Committee of Unsecured Creditors.


WESTERN REFINING: Moody's Rates Proposed $550MM Term Loan 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Western
Refining, Inc.'s (WNR) proposed $550 million term loan that will
partially fund the company's acquisition of limited partner (LP)
and general partner (GP) interests in Northern Tier Holdings, LLC
(NTI). In a related action, Moody's also affirmed WNR's B1
Corporate Family Rating (CFR) and downgraded its senior unsecured
rating from B2 to B3 given the increased subordination of
unsecured debt resulting from the incremental secured debt. The
rating outlook remains stable.

Issuer: Western Refining, Inc.

Ratings Assigned:

-- $550 million Term-Loan B due 2020, B1 (LGD3, 44%)

Ratings Affirmed:

-- Corporate Family Rating, B1

-- Probability of Default Rating, B1-PD

-- Speculative Grade Liquidity rating, SGL-1

Ratings Downgraded:

-- $350 million Senior Unsecured Notes due 2021, B3 (LGD5, 81%)
from B2 (LGD4, 58%)

Ratings Rationale:

These actions follow WNR's announcement that it has acquired NTI's
100% of GP and 38.7% of LP ownership interest from the latter's
private equity sponsors, Texas Pacific Group and ACON Investments,
LLC in a transaction valued at $775 million. WNR plans to fund
this acquisition using proceeds from the new term loan and balance
sheet cash. NTI is a publicly traded variable distribution master
limited partnership (MLP) that has refining, retail and pipeline
operations in the PADD II region of the United States. NTI's St.
Paul refinery has throughput capacity of about 89,500 barrels per
day (bpd), adding to WNR's existing refining capacity of about
153,000 bpd.

WNR will not be assuming or guaranteeing any of NTI's debt
obligations. NTI has secured a backstop term loan facility to
support its exposure to change of control clauses in its senior
secured notes due 2020. The change of control clause in the notes
enables lenders to put the notes to NTI at 101% of the face value
of the notes. NTI has already secured consent waivers from lenders
in its revolving credit facility with respect to the change in
control.

Over the near-term, Moody's does not expect any impact on WNR's B1
Corporate Family Rating and stable outlook as a result of the
acquisition. However, there could be rating implications for both
WNR and NTI over the medium to longer term as WNR develops a
clearer strategy for its consolidated growth profile.

WNR's B1 CFR is supported by its strong profitability and
liquidity, enhanced geographic diversity with the NTI acquisition,
crude procurement advantages in both Permian and Bakken basins,
and Moody's expectation of strong through the cycle metrics for
both entities. The rating is constrained by the increased
structural complexity post the NTI acquisition, uncertainties
regarding corporate and capital structure going forward and
potential cash distribution requirements that could arise if WNR's
refining assets at El Paso and Gallop are dropped-down into NTI's
variable distribution refining MLP structure, which remains to be
tested through the refining cycle at this time.

The B1 rating on the proposed $550 million term loan B reflects
the term loan's relative subordination to WNR's undrawn ABL
revolver with borrowing base of over $650 million and senior
position to the unsecured notes. The term loan will be
collateralized with mortgages on WNR's two refineries whereas the
revolver's borrowing base is supported by crude and product
inventories and receivables . The company has $565 million face
amount in unsecured indebtedness subordinate to the proposed term
loan, a portion of which is in the form of convertible notes
maturing June 2014. The sizable amount of debt senior to the
unsecured notes results in a two-notch differential between the
senior unsecured notes rating and the CFR, whereas there is no
notching between the term loan rating and the CFR.

The SGL-1 indicates very good liquidity through the end of 2014.
Pro forma for the term loan offering and NTI transaction, Western
is expected have over $350 million cash on its balance sheet. The
company also has partial availability under an estimated $656
million borrowing base credit facility with $262 million in
outstanding letters of credit as of September 30, 2013. The sole
financial covenant under the facility is a minimum fixed charge
coverage ratio of at least 1.0x, which only applies when
availability under the facility drops below $50 million or 12.5%
of the borrowing base (whichever is greater). Moody's expects the
company to remain well within compliance of this covenant through
2014. There are no debt maturities until June 2014 when $215
million of convertible notes mature.

An upgrade is unlikely at this time given the uncertainties
regarding WNR's more intricate organizational and capital
structure and its financial policies moving forward as a
consolidated entity. Moody's would consider an upgrade if these
uncertainties are meaningfully reduced, WNR maintains conservative
policies and strong through the cycle metrics, and if the variable
distribution MLP structure for refiners is favorably proven
overtime. Moody's could downgrade the ratings if there is an
unexpectedly severe and prolonged deterioration in sector
conditions, leverage increases materially, or if the company does
not maintain an adequate cash balance to support strong liquidity
and to counter the risk of prolonged unplanned downtime.

Western Refining, Inc. is an independent refining and marketing
company headquartered in El Paso, Texas. Northern Tier Energy, LLC
is a wholly-owned subsidiary of Northern Tier Energy LP, and is
headquartered in Ridgefield, CT.


ZACKY FARMS: Plan Confirmation Hearing Continued Until Dec. 10
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
continued until Dec. 10, 2013, at 2:00 p.m., the hearing to
consider confirmation of the Amended Plan of Liquidation filed
Sept. 3, 2013, by ZF in Liquidation LLC, formerly known as Zacky
Farms LLC, prior to the asset sale.

As reported in the Troubled Company Reporter on Sept. 23, 2013,
the Plan provides for the Debtor to continue its wind-down efforts
after confirmation with its administration to be handled by a
professional wind-down manager (the Plan Administrator) replacing
the Debtor's sole manager, Keith Cooper, as the responsible party
for the liquidation.

The Plan contemplates the liquidation of all estate assets for the
benefit of the holders of Allowed Claims and Allowed Interests.
The resulting funds, after payment of Plan Expenses, will be made
available for distribution to holders of Allowed Claims and
Allowed Interests in accordance with the Bankruptcy Code
Distribution Priorities in accordance with the terms of the Plan.
The Plan Administrator's operation of the Liquidating Debtor will
be for the purpose of liquidating and monetizing estate assets,
which consist primarily of the Secured Sale Notes, consisting of
the $6.4M 503(b)(9) Note and the $3.5M Creditor Note.

A copy of the Amended Plan is available for free at
http://bankrupt.com/misc/ZACKY_FARMS_amendedplan.pdf

Donald W. Fitzgerald, Esq., Thomas A. Willoughby, Esq., and
Jennifer E. Neimann, Esq. of Felderstein Fitzgerald Willoughby &
Pascuzzi LLP, serve as attorneys for ZF in Liquidation LLC.

                          About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.  The
Debtor disclosed $72,233,554 in assets and $67,345,041 in
liabilities as of the Chapter 11 filing.

Zacky Farms LLC received bankruptcy-court approval to sell its
assets to the Robert D. and Lillian D. Zacky Trust.

Kurtzman Carson Consultants LLC provides administrative
services and FTI Consulting, Inc., serves as the Debtor's Chief
Restructuring Officer.  Bankruptcy Judge Thomas Holman presides
over the case.  The petition was signed by Keith F. Cooper, the
Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


* CFPB Chief Concedes Need for Balance in Auto-Loan Oversight
-------------------------------------------------------------
Gabe Nelson, writing for Automotive News, reported that Richard
Cordray, director of the Consumer Financial Protection Bureau,
said he wants more "openness and transparency" for the agency's
oversight of auto lending, but added that the agency still has
strong concerns about how dealerships arrange loans.

According to the report, the remarks, made during a Senate hearing
this afternoon, were Cordray's most detailed public remarks on the
subject, and showed an effort to strike a balance in the way the
bureau regulates transactions in the auto market.

On the one hand, the agency wants to flex its muscle in the market
to protect consumers from abusive loan practices, the report said.
But it also wants to extend an olive branch to dealers and auto
lenders, who say the CFPB is pushing them into changing their loan
practices without showing the data to explain why.

Auto lending is a topic of "considerable sensitivity, it appears,"
Cordray said during the hearing of the U.S. Senate Banking
Committee, the report related.

"We're going to make sure that we're engaging with key
stakeholders in that area," he added, the report cited.  "I think
that's an area where I would agree with some of the criticism. I'd
like to have a little more openness and transparency, and we're
going to provide that."


* Stern Rights Can't Be Waived, Fifth Circuit Rules
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the The U.S. Supreme Court will hear argument on Jan.
14 in a case that seeks to determine whether someone can waive the
right to have certain types of state-law claims be finally decided
only by a life-tenured federal district judge.

According to the report, the matter has divided lower courts. The
U.S. Court of Appeals in New Orleans ruled on Nov. 11 that such a
waiver is unavailable.

The New Orleans case involved a company in Chapter 11 that sued a
third party alleging violations of state law. Although the
bankrupt said the case was non-core, it consented to a final
ruling by the bankruptcy court while demanding a jury trial.

When a jury trial was denied as being untimely, the bankrupt tried
to withdraw its consent to a final ruling in bankruptcy court. The
bankruptcy judge proceeded to try the case and entered final
judgment against the bankrupt company, which lost on appeal in
district court.

On a second appeal to the Fifth Circuit in New Orleans, the
bankrupt company won on the issue of waiver of so-called Stern
rights.

In Stern v. Marshall, the Supreme Court said some state-law claims
can't be decided on a final basis in bankruptcy court. On Jan. 14,
the justices will hear a follow-on case, Executive Benefits
Insurance Agency v. Arkison, in which the question is whether
Stern rights can be waived.

The U.S. Court of Appeals in San Francisco ruled in Executive
Benefits that such rights can be waived. Before that, the federal
appeals court in Cincinnati ruled they can't.

Meanwhile, the federal appeals court in Chicago wrote a lengthy
opinion in August also concluding that Stern rights can't be
waived.

Writing for the New Orleans court, U.S. Circuit Judge Jerry E.
Smith concluded that waiver is constitutionally impossible. He
likened Stern rights to "structural interests" where waiver can't
imbue constitutional authority for the same reason parties can't
confer subject-matter jurisdiction when there is none.

Judge Smith said his conclusion was bolstered by a decision in
October by a different panel of the New Orleans court in Frazin v.
Haynes & Boone LLP.

Judge Smith didn't discuss the Chicago case reaching the same
result as his opinion.

The case is BP RE LP v. RML Waxahachie Dodge LLC (In re BP RE LP),
12-51270, U.S. Fifth Circuit Court of Appeals (New Orleans). The
Supreme Court case on waiver is Executive Benefits Insurance
Agency v. Arkison, 12-01200, U.S. Supreme Court (Washington).


* PwC to Host Webcast "Companies in Distress" on November 19
------------------------------------------------------------
Companies today face increasingly complex challenges, including
evolving government regulation, economic uncertainty, heightened
global competition and rapid technological changes.  For many
companies, the challenges will prove too daunting and financial
and operational restructuring may be required.

On Tuesday, November 19, at 1:00 p.m. ET, PwC will host a webcast,
"Companies in distress: How to take control of business
challenges," which will provide an overview of the typical cycle
of a distressed company, including the leading indicators and
actions management can take to turn the business around and
prevent a bankruptcy filing.

When faced with financial and operational troubles, it is often
difficult for management to know what to do first and companies
tend to wait too long to move forward with turnaround activities.
Whether triggered internally or by marketplace dynamics, early
detection and swift, decisive action are the keys to restoring
performance and value.  According to PwC, there are a number of
early indicators of stress that should be considered and the
earlier that these are identified, the sooner and more fulsome the
turnaround can be.


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525
------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/UAP0Zb

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***