TCR_Public/141007.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, October 7, 2014, Vol. 18, No. 279

                            Headlines

357 WILSON: Taps Mendonco & Partners as Accountant
357 WILSON: Files List of Seven Largest Unsecured Creditors
ADVANCED TELECOM: Gets Back $6MM Transferred to Daniel Allen
ADVANCED TELECOM: Spirited-Away $6M Is Part of Telecom's Estate
ANACOR PHARMACEUTICALS: Inks Manufacturing Pact With Hovione

ANCESTRY.COM HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable
API TECHNOLOGIES: Files Third Quarter Form 10-Q
AS SEEN ON TV: Extends Warrants Expiration to November 30
ASSOCIATED WHOLESALERS: Creditors Say DIP Loan Snubs Trade Claims
ATHABASCA OIL: DBRS Confirms 'B' Issuer Rating

ATLS ACQUISITION: Unveils Plan for $47MM Stalking Horse Sale
ATP OIL: Execs Escape Suit Over $1.5-Bil. Note Exchange
ATP OIL: Judge Won't Split Class Action Over $1.5B Note Exchange
AVERILL RECYCLING: Case Summary & 20 Largest Unsecured Creditors
BREVITY VENTURES: Judge Approves Asset Sale

BUCCANEER ENERGY: Seeks Extension of Exclusive Periods
CAC BUILDINGS: Voluntary Chapter 11 Case Summary
CAESARS ENTERTAINMENT: Strikes Deal on Tort Awards to Creditors
CANOPY FINANCIAL: Fifth Third Credit Card Payments Avoidable
CASIANO COMMUNICATIONS: Case Summary & 20 Top Unsecured Creditors

CATOCTIN FAMILY: Files for Chapter 7 Liquidation
CIRCUIT CITY: Wins Reconsideration Of LCD Damages
CLAIRE'S STORES: European Units Ink EUR35 Million Credit Facility
CORD BLOOD: Divests Stake in Biocordcell for $705,000
COVENANT LIFE WORSHIP: Case Summary & 8 Top Unsecured Creditors

CRS HOLDING: Status Conference Continued to October 30
CRS HOLDING: Hearing on Shumaker Loop Hiring Continued to Oct. 16
CRS HOLDING: Hearing on Cash Collateral Motion Continued
CRS HOLDING: Hearing on Bid to Reject Leases Moved to October 16
DAN MULCAHY: Files for Bankruptcy After Being Sued By Partner

DETROIT, MI: Panel Approves Bond Deals for Detroit Bankruptcy
DETROIT, MI: Bankruptcy Judge Allows Water Shutoffs to Continue
DETROIT, MI: Barclays Ups Exit Loan to $325 Million
DETROIT, MI: Should Be Able to Borrow After Bankruptcy
DIOCESE OF GALLUP: Mediator for Abuse Claims Picked

DIRECT RESPONSOURCE: Case Summary & 20 Top Unsecured Creditors
DOWLING COLLEGE: S&P Cuts LT Rating to 'B-' on Falling Enrollment
DR. TATTOFF: Director William Kirby Resigns
DYNAVOX INC: Files Ch. 11 Liquidation Plan, Disclosure Statement
ECHO AUTOMATIVE: Foreclosure Auction Set for Oct. 16

ELDORADO RESORTS: S&P Assigns 'B' CCR; Outlook Negative
EMERALD CASINO: Former Execs Owe $272MM Over Lost License
EMORAL INC: Aaroma Says Bankruptcy Estate Owns Diacetyl Claims
ENDEAVOUR INT'L: Discloses Financial Forecasts to Debt Holders
ENERGY FUTURE: Amends Global Notes Related to Schedules

ERF WIRELESS: Sells 1.3 Million Common Shares
ESSAR STEEL: Moody's Corrects Caa1 Rating Withdrawal
FAIRFIELD SENTRY: 2nd Circuit Says Bankr. Court Must Review Sale
FLAVORS HOLDINGS: S&P Raises Rating on $400MM Facility to 'B+'
GARLOCK SEALING: Carmakers, et al., Want Asbestos Records Opened

GENERAL MOTORS: Ratings Upgrade to Aid Unit in Supporting Sales
GLOBAL AVIATION: Second Bankruptcy Heads to Liquidation
GLOBAL ENERGIES: 11th Circuit Won't Review Bankruptcy Reversal
GM FINANCIAL: Fitch Affirms "BB+" LT Issuer Default Rating
GREAT NORTHERN: Atty. General, et al., Want Case Moved to Maine

GREAT NORTHERN: Creditors Want Case Moved to Maine
GT ADVANCED: Apple Partner Enters Chapter 11 Protection
HFAH CLEAR LAKE: Files for Ch 11, Seeks to Sell Apartment Complex
HIGHWAY ENERGY: Foreclosure Sale Set for Oct. 10
HOSTESS BRANDS: Old Co. to Pay $21M to Cyclist Hit by Bread Truck

HOUSTON REGIONAL: Proposes Retention Bonuses
I-99 COMMERCE PARK: Case Summary & 2 Top Unsecured Creditors
IAMGOLD CORP: S&P Puts 'BB-' CCR on CreditWatch Negative
IPAYMENT INC: S&P Lowers CCR to 'CC' on Distressed Exchange
ITR CONCESSION: Confirmation Objections Due Oct. 14

JEFFERSON COUNTY, AL: Sewer Rate Sched Could be Scrapped in Plan
JT REMODELING: Voluntary Chapter 11 Case Summary
KID BRANDS: Asks for First Plan-Exclusivity Extension
KMC REAL ESTATE: Substantial Consummation Doesn't Moot Plan Appeal
LPATH INC: HBM Healthcare Has 19.9% Ownership as of Sept. 26

MAJESTIC BUILDING: Files for Chapter 11 Bankruptcy Protection
MAR REALTY: Taps R. O'Neil as Broker for Barrio Arenas Property
MARIAH RE: Insurer Defeats $100-Mil. 'False' Storm Report Suit
MARINA BIOTECH: Amends Second Quarterly Form 10-Q
MASHANTUCKET (WESTERN): S&P Lowers ICR to 'SD' on Missed Payments

MCCLATCHY CO: Sells 25.6% Stake in Cars.Com to Gannett
MEMPHIS BELL: Files for Chapter 11 Bankruptcy Protection
MILLER AUTO: Committee Selects Kane Russell as Counsel
MILLER AUTO: Wants to Hire Huron Transaction as Investment Banker
MILLER AUTO: Court Approves McNees Wallace as Special Counsel

NATROL INC: Bankrupt Vitamin Maker Aims for November Auction
NATROL INC: Plans to Sell Assets or Refinance Debt
NE OPCO: Seeks Extension of Exclusive Periods Until 2015
NUVILEX INC: CFO & Other Officers and Directors Resign
PROVIDENCE SERVICE: Moody's Assigns B1 Corp. Family Rating

PVA APARTMENTS: Seeks Continuance of Automatic Stay
QUICKSILVER RESOURCES: S&P Lowers CCR to 'CCC-'; Outlook Neg.
REMGRIT REALTY: Case Summary & 20 Largest Unsecured Creditors
RESTORGENEX CORP: Signs Indemnification Pacts with D&Os
REVEL AC: Consumer Privacy Ombudsman Replaced

REVEL AC: Florida Developer Moves to Block Sale
RUE 21 INC: S&P Retains 'B-' Corp. Credit Rating; Outlook Stable
SALIX PHARMA: Cosmo Merger Termination No Impact on Moody's CFR
SEARS HOLDINGS: Fairholme Reports 23.1% Stake as of Sept. 30
SEARS HOLDINGS: ESL Partners to Exercise Subscription Rights

SCIENTIFIC GAMES: Andrew Tomback Quits as SVP & General Counsel
SEMCRUDE LP: Oct. 15 Objection Deadline on Trust Distribution
SEMCRUDE LP: $55MM Distributions to Ritchie Not Avoidable
SEMGROUP LLC: Trustee Can't Revive $55M Clawback Claims
SEVEN S CAPITAL: Involuntary Chapter 11 Case Summary

SIMPLEXITY LLC: Fifth Third Takes 2nd Shot at Ch. 7 Conversion
SOUTHERN AIR: Trustee Files Avoidance Actions
STOCKTON, CA: Pension Fund Court Ruling to Impact Other States
SUN BANCORP: EJF Capital Holds 5.9% Stake as of Sept. 29
TEAM NATION: Court Approves Settlement With Victory Partners

TEMPLE UNIVERSITY: Moody's Affirms Ba2 Rating on $525MM Debt
TRUMP ENTERTAINMENT: Judge Rejects Deal with Icahn
UNITED DISTRIBUTION: S&P Revises Outlook & Affirms 'B-' CCR
UNITEK GLOBAL: Standstill Periods Extended Until October 9
USA-CAN CORP: Files for Ch 11 Bankr. Protection for Second Time

VISITING NURSE: Bankruptcy Stays Appellate Court Proceedings
WALKER LAND & CATTLE: Competing Plans to Face Off Starting Nov. 26
WELLNESS INT'L: 7th Circuit Flubbed Bankruptcy Ruling
WARNER MUSIC: WEA Renews US/Canada Agreement for Additional Year
WEST TEXAS GUAR: Amends Plan for Scopia, Corcapital Term Sheet

ZOGENIX INC: To Enforce Zohydro Intellectual Rights
WPCS INTERNATIONAL: Closes Sale of Seattle Operations for $2.1MM

* Equity Generated During Chapter 13 Goes to Bankrupts
* Involuntary Petitioner Beats Most of Bad-Faith Award
* Judge Denies Bankruptcy Protection to Denver Marijuana Business
* Mich. Single-Biz Tax Can't Be Cut in Ch. 11, Court Says

* Carlton Fields Expands Los Angeles Practice with 4 Attorneys

* Large Companies With Insolvent Balance Sheet


                             *********


357 WILSON: Taps Mendonco & Partners as Accountant
--------------------------------------------------
357 Wilson Avenue LLC asks the U.S. Bankruptcy Court for the
District of New Jersey for authority to employ Helder Mendonca,
CPA, and Mendonca & Partners Certified Public Accountants LLC as
its accountant.

According to the Debtor, the employment of the professional is
necessary because the Debtor requires accounting services in
regard to the preparation of tax returns, financial statements
needs to file their corporate, audits and general accounting
services.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

  Helder Mendonca, CPA
  MENDONCA & PARTNERS
  CERTIFIED PUBLIC ACCOUNTANTS LLC
  1030 Salem Road
  Union, NJ 07083
  Tel: +1 908-352-9797
  Email: hmendonca@mscpallc.com

357 Wilson Avenue, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 14-28917) in its home-town in Newark, New
Jersey, on Sept. 16, 2014.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated $10 million to $50 million in assets and
less than $10 million in debt.

The case is assigned to Judge Rosemary Gambardella.

The Debtor is represented by Brian W. Hofmeister, Esq., at
McDonnell Crowley Hofmeister, LLC, in Trenton, New Jersey, as
counsel.

Fernando Vidal, the managing member and owner, signed the
bankruptcy petition.


357 WILSON: Files List of Seven Largest Unsecured Creditors
-----------------------------------------------------------
357 Wilson Avenue LLC filed a list of seven largest unsecured
creditors with the U.S. Bankruptcy Court for the District of New
Jersey, disclosing:

Name of Creditors      Nature of Claim      Amount of Claim
-----------------      ---------------      ---------------
City of Newark          Tax Bill             $150,044
920 Broad Street        Block 5030
Newark, NJ 07102        Lot 14

MAC                                          $85,000
357 Wilson Avenue
Newark, NJ 07105

Newark Professional     Vendor               $25,000
Fire Protection
4 Libella Court
Newark, NJ 07105

Jersey Landscape        Vendor               $23,000
743 Route 206
Hillsborough, NJ 08844

PNC Bank National       Judgment             $20,000
Association
c/o Meredith I.
    Friedman, Esq.
Meyner and Landis LLP
Newark, NJ 07102

City of Newark          Tax Bill             $7,608
920 Broad Street        Block 5030
Newark, NJ 07102        Lot 10

Conrail                                      $3,500
1000 Howard Blvd.
Mount Laurel, NJ
08054-2355

357 Wilson Avenue, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 14-28917) in its home-town in Newark, New
Jersey, on Sept. 16, 2014.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated $10 million to $50 million in assets and
less than $10 million in debt.

The case is assigned to Judge Rosemary Gambardella.

The Debtor is represented by Brian W. Hofmeister, Esq., at
McDonnell Crowley Hofmeister, LLC, in Trenton, New Jersey, as
counsel.

Fernando Vidal, the managing member and owner, signed the
bankruptcy petition.


ADVANCED TELECOM: Gets Back $6MM Transferred to Daniel Allen
------------------------------------------------------------
The U.S. Court of Appeals, Third Circuit, reversed the U.S.
District Court for the District of New Jersey's judgment that
stated that the $6 million that appellant Advanced
Telecommunications Network transferred to Daniel W. Allen, Sr., as
part of a shareholder litigation settlement in 1999, were not
property of ATN's estate.  The Third Circuit, in an opinion
entered on Sept. 27, 2014, says that it will remand to the
District Court for further proceedings consistent with the
opinion.

Jay Adkisson, writing for Forbes, relates that ATN paid, among
other things, $6 million to Mr. Allen in June 1999 as settlement.
Mr. Allen had sued his ATN co-founder Gary Carpenter the company
after being fired in 1996.  ATN sought to recover the amount when
it filed for Chapter 11 bankruptcy protection in Florida in 2003,
on grounds that the payment constituted a fraudulent transfer.

According to Mr. Adkisson, Mr. Allen placed the money into the
Cook Islands asset protection trust, the Shingle Oak Family Trust.
The Florida Bankruptcy Court ordered Mr. Allen to transfer "all
monies currently held in the Shingle Oak Trust" to the counsel for
ATN, but he refused to comply.  Mr. Allen filed for a Chapter 7
personal bankruptcy in New Jersey.  The New Jersey Bankruptcy
Court ruled that the moneys in the Cook Island Trusts were the
property of Mr. Allen's bankruptcy estate and were subject to the
automatic stay.  ATN appealed the order to the New Jersey District
Court but it only affirmed the Bankruptcy Court's decision.  ATN
then went to the Third Circuit.

The New Jersey Federal Courts had ruled that the fraudulently
transferred funds were not property of ATN's bankruptcy estate in
the Florida litigation because they were never "recovered" by ATN.
The Third Circuit concluded that the New Jersey Federal Courts
erred in interpreting "recover" as requiring actual possession of
the funds at issue.  ATN obtained a sec. 550 recovery order, thus
bringing the funds within its estate in the Florida proceedings.

Daniel Allen, together with Gary Carpenter, co-founded Advanced
Telecommunications Network, Inc., in 1989.  ATN is generally known
as a "long distance re-seller" in its industry.  ATN purchased
long distance telephone service in bulk from larger carriers and
then resold the services to customers, both commercial and
residential.

ATN filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. 03-_____) on
Jan. 10, 2003.  ATN confirmed a plan of reorganization and
retained control of its assets and continued operations.

Mr. Allen filed a Chapter 7 bankruptcy petition (Bankr. D. N.J.
Case No. 11-37671) on Sept. 22, 2011.


ADVANCED TELECOM: Spirited-Away $6M Is Part of Telecom's Estate
---------------------------------------------------------------
Law360 reported that a long-distance telephone service seller
"recovered" a settlement payment to its former owners for
bankruptcy purposes when the payment was ruled fraudulent, despite
never obtaining tangible possession of the funds after the ex-
owners transferred them to offshore bank accounts, according to a
Third Circuit decision.  The report related that Advanced
Telecommunication Network had appealed a New Jersey federal court
decision ruling that the transfer was not part of its bankruptcy
estate because it had never recovered the funds under the
Bankruptcy Code despite obtaining a court order to repatriate the
funds.  The lower court instead affirmed a Bankruptcy Court ruling
making the funds subject to former owner Daniel Allen's separate
bankruptcy estate under the automatic stay provision, the report
further related.


ANACOR PHARMACEUTICALS: Inks Manufacturing Pact With Hovione
------------------------------------------------------------
Anacor Pharmaceuticals, Inc., on Sept. 30, 2014, entered into a
manufacturing agreement with Hovione FarmaCiencia SA, pursuant to
which Hovione will manufacture and supply to the Company
Tavaborole active pharmaceutical ingredient for the Company's drug
KERYDINTM (tavaborole) topical solution, 5%.

Pursuant to the Agreement, the Company is obligated during the
term to purchase from Hovione a portion of its API requirements
for KERYDIN intended for distribution in the United States.  The
Company may qualify and, subject to certain limitations, purchase
a portion of its API requirements for KERYDIN from an alternate
supplier during the term of the Agreement.  The purchase price for
the API is fixed subject to potential periodic adjustment over the
term of the Agreement.  The Agreement will continue for an initial
term expiring on Dec. 31, 2020, and is subject to automatic 18-
month renewal terms, unless earlier terminated by either party on
at least 18 months' written notice prior to the end of the initial
term (or any such renewal term) or for specified events under the
Agreement.  Either party may terminate the Agreement for uncured
material breaches by the other party or in the event of the
bankruptcy or insolvency of the other party.  In addition, the
Company may terminate the Agreement in the event that KERYDIN's
new drug application is withdrawn or Hovione is unable, in certain
circumstances, to satisfy the Company's purchase requirements.
Prior to Jan. 31, 2018, Hovione may give notice to the Company to
terminate the Agreement effective Dec. 31, 2018, in the event that
the Company does not make aggregate purchases of API for KERYDIN
from Hovione in excess of a certain minimum amount.

                   About Anacor Pharmaceuticals

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

For the six months ended June 30, 2014, Anacor reported a net
loss of $45.68 million on $7.08 million of total revenues.

Anacor reported net income of $84.76 million in 2013, a net loss
of $56.08 million in 2012 and a net loss of $47.94 million in
2011.  The Company's balance sheet at June 30, 2014, showed
$137.63 million in total assets, $48.02 million in total
liabilities, $4.95 million in redeemable common stock and $84.65
million in total stockholders' equity.


ANCESTRY.COM HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Provo, Utah-based online family history
resources provider Ancestry.com Holdings LLC.  The rating outlook
is stable.

"The rating reflects the company's narrow business focus,
highleverage, and aggressive financial policy with respect to
dividends," said Standard & Poor's credit analyst Jawad Hussain.
S&P assess the company's business risk profile as "weak," based on
its reliance on one Web site for the majority of its revenue and
EBITDA, and its need to constantly replenish its customer base due
to high subscription churn rates.  These risks are not offset by
the company's leading market position in the family history
research niche market or its historically solid EBITDA margin and
cash flow generation.

Ancestry.com is the global leader in the consumer market for
online family history research, even though it has prominent
competitors that offer genealogical content at no charge.  The
company's main Web site, Ancestry.com, has more than two million
subscribers and accounts for approximately 90% of its subscription
revenue.  Ancestry.com has a modest degree of geographic
diversity, generating about 75% of its revenue from the U.S., 12%
from the U.K., and the remainder from Australia, Canada, and
Sweden.  A major risk factor for the company is the highly
discretionary nature of its product and its need to keep its
customers engaged with new content.  The company has been
aggressively acquiring new content, and S&P expects content
spending to continue to grow.  Although increased content spending
will decrease discretionary cash flow over the next few years,
additional content could provide an incentive for current
subscribers to continue using the service and could also provide
the foundation for the company to launch new local services in
additional countries.  S&P views the company's collection of
records as a barrier to entry to the business, but competitors
also have exclusive content.

"The stable outlook reflects our expectation that leverage will
steadily decline but remain above 6x and the company will generate
positive discretionary cash flow in 2014 and beyond, while
maintaining adequate liquidity," said Mr. Hussain.

S&P could lower the rating over the next two years if it starts to
see revenue growth slow to the low single-digit percent area and
adjusted EBITDA margin contract to the mid-20% area.  This could
result from stagnation in the core subscriber business because of
increasing competition or saturation of the company's addressable
market coupled with marketing cost pressure.  This scenario could
in turn result in EBITDA coverage of interest declining below
1.5x, adjusted leverage rising above 7.75x, and discretionary cash
flow to debt falling below 2%.  S&P believes that these pressures
would begin to make the capital structure unsustainable.

Given the company's private-equity ownership, S&P views an upgrade
as unlikely in the next two years.  Nevertheless, an upgrade could
occur if the company demonstrates continued operating momentum,
generates an EBITDA margin above 30%, grows and profitably
broadening its scale of operations, and commits to a less
aggressive financial policy, which we view as a low probability.


API TECHNOLOGIES: Files Third Quarter Form 10-Q
-----------------------------------------------
API Technologies Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $634,000 on $56.92 million of net revenue for the three months
ended Aug. 31, 2014, compared to net income of $6.96 million on
$62.63 million of net revenue for the same period in 2013.

For the nine months ended Aug. 31, 2014, the Company reported a
net loss of $17.74 million on $169.01 million of net revenue
compared to net income of $15,000 on $185.16 million of net
revenue for the same period a year ago.

The Company's balance sheet at Aug. 31, 2014, showed $288.65
million in total assets, $175.53 million in total liabilities, and
$113.12 million in shareholders' equity.

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

                        http://is.gd/2UzcHe

                       About API Technologies

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the 12 months ended Nov. 30, 2013, the Company incurred a net
loss of $7.22 million on $244.30 million of net revenue as
compared with a net loss of $148.70 million on $242.38 million of
net revenue for the 12 months ended Nov. 30, 2012.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


AS SEEN ON TV: Extends Warrants Expiration to November 30
---------------------------------------------------------
As Seen On TV, Inc., extended by an additional 2 months the
expiration dates of previously extended warrants to purchase up to
an aggregate of 9,954,939 shares of Common Stock with an exercise
price of $0.64 per share, according to a regulatory filing with
the U.S. Securities and Exchange Commission.  As a result of the
extension, the expiration date of the Warrants has been changed to
Nov. 30, 2014, from Sept. 30, 2014.

The Warrants were originally issued by the Company on Aug. 29,
2011, to six purchasers of the Company's securities under a
Securities Purchase Agreement dated Aug. 29, 2011, and a
registered broker dealer that acted as placement agent for the
Offering.

                        About As Seen on TV

Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company.  It identifies, develops, and markets consumer
products.

As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into
an Agreement and Plan of Merger with eDiets Acquisition Company
("Merger Sub"), eDiets.com, Inc., and certain other individuals.
Pursuant to the Merger Agreement, Merger Sub will merge with and
into eDiets.com, and eDiets.com will continue as the surviving
corporation and a wholly-owned subsidiary of the Company.  The
Merger Agreement was completed on April 2, 2014.

The Company incurred a net loss of $9.32 million on $1.98 million
of revenues for the year ended March 31, 2014, as compared with
net income of $3.69 million on $9.40 million of revenues for the
year ended March 31, 2013.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2014.  The independent auditors noted that
the Company's recurring losses from operations and negative cash
flows from operations raise substantial doubt about its ability to
continue as a going concern.

The Company's balance sheet at June 30, 2014, showed $39.83
million in total assets, $46.31 million in total liabilities,
$2.70 million in redeemable preferred stock, and a $9.18 million
total stockholders' deficiency.

                         Bankruptcy Warning

The Company stated the following statements in its quarterly
report for the period ended June 30, 2014:

"We have experienced losses from operations since our inception
and cannot predict how long we will continue to incur losses or
whether we ever become profitable.  We have relied on a series of
private placements of secured and unsecured promissory notes; the
most recent promissory note sale was a senior secured promissory
note on April 3, 2014 in the amount of $10,180,000 whereby the
Company received net proceeds of approximately $8,400,000 after
debt issuance costs and original issuance discount.

"The Ronco is currently in default on $1,545,000 of its
outstanding 18% promissory notes.  Ronco is also in default on its
1.5% Secured Promissory Note with a current outstanding balance of
$8,620,000; however, on March 7, 2014, Ronco and certain creditors
entered into a forbearance agreement whereby each creditor will
forbear from exercising its rights and remedies under the 1.5%
Secured Promissory Note for up to 1 year provided Ronco does not
default on the forbearance agreement.

"Currently, the Company does not have a line of credit to draw
upon.  The Company's commitments and contingencies will either
utilize future operating cash flow or require the sale of debt or
equity securities to fulfill the commitments.

We have undertaken, and will continue to implement, various
measures to address our financial condition, including:

   * Significantly curtailing costs and consolidating operations,
     where feasible.

   * Seeking debt, equity and other forms of financing, including
     funding through strategic partnerships.

   * Reducing operations to conserve cash.

   * Deferring certain marketing activities.

   * Investigating and pursuing transactions with third parties,
     including strategic transactions and relationships.

There can be no assurance that we will be able to secure the
additional funding we need.  If our efforts to do so are
unsuccessful, we will be required to further reduce or eliminate
our operations and/or seek relief through a filing under the U.S.
Bankruptcy Code.  These factors, among others, raise substantial
doubt about our ability to continue as a going concern.  The
accompanying condensed consolidated financial statements do not
include any adjustments to the recoverability and classification
of asset carrying amounts or the amount and classification of
liabilities that might result from the outcome of these
uncertainties."


ASSOCIATED WHOLESALERS: Creditors Say DIP Loan Snubs Trade Claims
-----------------------------------------------------------------
Law360 reported that trade creditors of bankrupt Associated
Wholesalers Inc. took issue with the cooperative food
distributor's proposed $193 million debtor-in-possession facility,
claiming the credit package as structured will give a "windfall"
to lenders and shut out priority vendor claims.  According to the
report, an ad hoc committee of AWI trade vendors contends the
proposed DIP order makes no allowance for their $3.5 million in
503(b)(9) claims and must be rejected if it does not include
payment of their similarly ranked claims, according to a limited
objection filed in Delaware bankruptcy court.

                  About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. services 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, which owns distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid-
Atlantic United States.  AWI is owned by its 500 retail members,
who in turn operate supermarkets.  AWI has 1,459 employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City.  White Rose carries out its operations through
three leased warehouse and distribution centers, two of which are
located in Carteret, New Jersey, and one in Woodbridge, New
Jersey.  White Rose has 777 employees.

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings
on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

As of the Petition Date, the Debtors owe the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest.  The
Debtors estimate trade debt of $72 million.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors to the Debtors, Lazard Middle Market is serving as
financial advisor, and Carl Marks Advisors is serving as
restructuring advisor to AWI.  Carl Marks' Douglas A. Booth has
been tapped as chief restructuring officer.  Epiq Systems serves
as the claims agent.


ATHABASCA OIL: DBRS Confirms 'B' Issuer Rating
----------------------------------------------
DBRS Inc. has confirmed the Issuer Rating and the Senior Secured
Second-Lien Notes rating of Athabasca Oil Corporation at B, both
with Stable trends.  The Recovery Rating of the Senior Secured
Second-Lien Notes remains unchanged at RR4.  The confirmation
reflects DBRS's expectation that Athabasca can successfully
execute its growth plan over the next two years.  The confirmation
also reflects the expectation that Athabasca has sufficient
liquidity to fund the planned capex over the next two years to
achieve material, meaningful production growth.  However, should
there be any significant challenges and/or delays in its
production ramp-up, the Company's liquidity could be constrained
by 2016, which may result in a negative rating action.

The closing of the Dover Put/Call Option (the Dover Transaction)
in August 2014 has significantly strengthened the Company's
liquidity profile and provides the Company with funding for the
continued development of its Duvernay and Hangingstone assets.
The closing of the Dover Transaction provided the Company with
$600 million in cash and $584 million in promissory notes (the
Promissory Notes) issued by Phoenix Energy Holdings Limited, a
wholly owned subsidiary of PetroChina International Investment
Limited.  The Promissory Notes will mature as follows: $300
million mature on March 2, 2015, followed by $150 million on
August 28, 2015, and $134 million on August 29, 2016.  The
Promissory Notes are secured by irrevocable standby letters of
credit issued by HSBC Bank Canada (rated AA, with a stable trend
by DBRS).  Athabasca's liquidity is further supported by its
existing cash and cash equivalents on hand (approximately $182
million as at the first six months ended June 30, 2014 (H1 2014)),
its $125 million revolving credit facility (fully available as at
H1 2014) and its USD 50 million delayed draw term loan (fully
available as at H1 2014).

Athabasca plans to use its current liquidity to fund its
aggressive drilling program in its Light Oil Division, with a
primary focus on the Duvernay, and to complete the Hangingstone
Project 1 (production capacity of 12,000 barrels per day
(bbls/d)).  Hangingstone Project 1 is expected to achieve first
steam by the end of Q1 2015, with first production expected within
four to six months thereafter.  In the Light Oil Division, the
Company is expected to spend $291 million in capex in 2014, with
$237 million allocated to the Duvernay, and anticipates
approximately $337 million to $375 million in capex in 2015.
Based on current spending assumptions, the Company is expecting
to begin adding material production from its 2014/2015 winter
program in Q2 2015, with greater meaningful production increases
in 2016.  The Company's ability to successfully ramp up production
at Hangingstone Project 1 and in the Duvernay will be critical for
the Company to have meaningful cash flow generation.


ATLS ACQUISITION: Unveils Plan for $47MM Stalking Horse Sale
------------------------------------------------------------
ATLS Acquisition LLC, f/k/a Liberty Medical Supply Inc., has
revealed a stalking horse agreement under which an entity named
Liberty Medical Operations Inc. will purchase substantially all of
the Debtor's assets for $46.5 million, various news sources
reported.

According to Law360, the stalking horse bid consists of $13
million cash and assumed liabilities in the amount of $33.5
million, and would include nearly all of the Florida-based
company's assets except its home-delivery pharmacy business line
called LMSP Pharmacy, which it intends to sell in a separate
transaction.  Bill Rochelle and Sherri Toub, bankruptcy columnists
for Bloomberg News, reported that the so-called stalking horse is
affiliated with private equity firm Marlin Equity Partners LLC.

The Debtor proposes that competing bids are due Nov. 7 in advance
of a Nov. 11 auction and a Nov. 13 sale-approval hearing, the
Bloomberg report said.  If a buyer for the pharmacy assets isn't
found, the company said it will wind down the business by Dec. 3,
when a contract with Medco Health Solutions Inc. expires, the
Bloomberg further related.

                      About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.

                           *     *     *

As previously reported by The Troubled Company Reporter, ATLS
Acquisition, LLC, et al., filed with the U.S. Bankruptcy Court for
the District of Delaware a joint plan of reorganization and an
accompanying disclosure statement, which propose to fund a
liquidating trust with proceeds from the sale of the Debtors'
assets.  A full-text copy of the Disclosure Statement dated
Aug. 15, 2014, is available at http://is.gd/aLMnQP


ATP OIL: Execs Escape Suit Over $1.5-Bil. Note Exchange
-------------------------------------------------------
Law360 reported that a Louisiana federal judge tossed a
consolidated securities class action alleging bankrupt ATP Oil &
Gas Corp.'s top executives misled investors ahead of a $1.5
billion note exchange about its liquidity and business prospects
following drilling moratoriums enacted after the Deepwater Horizon
oil spill.  According to the report, U.S. District Judge Sarah S.
Vance granted motions to dismiss the consolidated suit accusing
ATP's officers and directors of downplaying the impact on ATP's
liquidity, earnings potential and business operations.

The case is FIREFIGHTERS PENSION & RELIEF FUND OF THE CITY OF NEW
ORLEANS v. Bulmahn et al., Case No. 2:13-cv-03935 (E.D. La.).

                        About ATP Oil

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

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

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

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

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


ATP OIL: Judge Won't Split Class Action Over $1.5B Note Exchange
----------------------------------------------------------------
Law360 reported that a Louisiana federal judge refused to split a
consolidated securities class action alleging the bankrupt ATP Oil
& Gas Corp. misled investors ahead of a $1.5 billion notes
exchange about its liquidity and business prospects following
drilling moratoriums enacted after the Deepwater Horizon oil
spill.  According to the report, U.S. District Judge Sarah S.
Vance rejected the lead plaintiffs' request to sever claims in the
consolidated class action against ATP's top brass that were raised
under Section 11 of the Securities Act of 1933.

The case is FIREFIGHTERS PENSION & RELIEF FUND OF THE CITY OF NEW
ORLEANS v. Bulmahn et al., Case No. 2:13-cv-03935 (E.D. La.).

                        About ATP Oil

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

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

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

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

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


AVERILL RECYCLING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Averill Recycling, Inc.
        220 S. Averill Ave
        Flint, MI 48502

Case No.: 14-32691

Chapter 11 Petition Date: October 3, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Flint)

Judge: Hon. Daniel S. Opperman

Debtor's Counsel: David W. Brown, Esq.
                  LAW OFFICE OF DAVID W. BROWN PLLC
                  1820 N. Lapeer Road, Suite 2A
                  Lapeer, MI 48446
                  Tel: (810) 245-6082
                  Email: davidbrownlaw@live.com

Total Assets: $396,224

Total Liabilities: $1.35 million

The petition was signed by Boyt Johnson, Jr., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb14-32691.pdf


BREVITY VENTURES: Judge Approves Asset Sale
-------------------------------------------
Law360 reported that a Delaware bankruptcy judge approved a plan
for Brevity Ventures Inc., a video transmission company whose
technology was used by NBC during the Sochi Winter Olympics, to
sell its assets to AllDigital Holdings Inc.  According to the
report, Brevity's most valuable assets, according to the proposal,
are two patents that allow high throughput of video data across
the Internet without any loss in transmission speed.  Brevity said
NBC used its technologies extensively during the 2014 Winter
Olympics, the report related.

Brevity Ventures Inc., fka Brevity Ventures LLC, sought protection
under Chapter 11 of the Bankruptcy Code on June 12, 2014 (Case No.
14-11468, Bankr. D. Del.).  The Debtor's counsel is Matthew P.
Ward, Esq., at Womble Carlyle Sandridge & Rice, LLP, in
Wilmington, Delaware.


BUCCANEER ENERGY: Seeks Extension of Exclusive Periods
------------------------------------------------------
BankruptcyData reported that Buccaneer Energy Limited asked the
U.S. Bankruptcy Court to extend the exclusive period during which
the Company can file a Chapter 11 plan and solicit acceptances
thereof through and including October 28, 2014 and December 27,
2014, respectively.

According to the report, the Debtors' 120-day exclusive period for
filing a chapter 11 plan expired on September 28.  The Debtors
said that while significant progress has been made towards a
settlement with the other Settling Parties with respect to
formulating a modified plan, a brief extension of the exclusivity
period is necessary in order for them to broker a path to maximize
value for all of their stakeholders without the disruption that is
likely to be caused by the filing of competing plans by non-debtor
parties.

The Court scheduled an October 21, 2014 hearing to consider the
motion.

                     About Buccaneer Energy

Buccaneer Resources, LLC, and eight affiliates, including
Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in
Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on
May 31, 2014.

Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded
independent oil and gas company listed on the Australian
Securities Exchange under the symbol "BCC".  Although BCC is an
Australian listed entity, the company operates exclusively through
its eight U.S. subsidiary debtors, each of which are headquartered
in the U.S. and which maintain offices in Houston and Dallas,
Texas, and Kenai and Anchorage, Alaska.

The Debtors' primary business is the exploration for and
production of oil and natural gas in North America.  Operations
have historically focused on both onshore and offshore
opportunities in the Cook Inlet of Alaska as well as the
development of offshore projects in the Gulf of Mexico and onshore
oil opportunities in Texas and Louisiana.

CEO Curtis Burton was terminated in May 2014.  Manning the
Debtors' operations is Conway MacKenzie senior managing director
John T. Young, who was appointed chief restructuring officer in
March 2014.

The bankruptcy cases are assigned to Judge David R Jones.  The
Debtors have sought and obtained an order authorizing joint
administration of their Chapter 11 cases.  The other debtors are
Buccaneer Energy Limited, Buccaneer Energy Holdings, Inc.,
Buccaneer Alaska Operations, LLC, Buccaneer Alaska, LLC, Kenai
Land Ventures, LLC, Buccaneer Alaska Drilling, LLC, Buccaneer
Royalties, LLC, and Kenai Drilling, LLC.

The Debtors have tapped Robert Andrew Black, Esq., Jason Lee
Boland, Esq., Robert Bernard Bruner, and William R Greendyke,
Esq., at Fulbright Jaworski LLP as counsel.  Norton Rose Fulbright
Australia will render legal services related to cross-border
insolvency and general corporate and litigation matters to
Buccaneer Energy Ltd.  Epiq Systems is the claims and notice
agent.

The U.S. Trustee for Region 7 on June 10, 2014, appointed five
creditors to serve on the official committee of unsecured
creditors.  The Committee retained Greenberg Traurig, LLP as legal
counsel to the Committee, and Alvarez & Marsal North America, LLC
as financial advisors.


CAC BUILDINGS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: CAC Buildings Properties LLC
        3535 Severn Rd.
        Cleveland, OH

Case No.: 14-16345

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 5, 2014

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Hon. Arthur I Harris

Debtor's Counsel: Eric H Zagrans, Esq.
                  ZAGRANS LAW FIRM LLC
                  474 Overbrook Rd.
                  Elyria, OH 44035
                  Tel: (440) 452-7100
                  Email: eric@zagrans.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Aharon Mann, manager.

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


CAESARS ENTERTAINMENT: Strikes Deal on Tort Awards to Creditors
---------------------------------------------------------------
Law360 reported that as it moves toward a possible restructuring,
casino operator Caesars Entertainment Corp. has struck a deal that
grants certain possible lawsuit proceeds to senior creditors
holding about $5 billion in debt in its largest subsidiary,
according to a regulatory filing.  The report related that at the
request of certain holders of Caesars Entertainment Operating
Co.'s first-lien secured notes, the company granted collateral
agent Credit Suisse AG a security interest in and lien on its
right, title and interest in alleged commercial tort claims that
could arise from the transfer.

                     About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies.  Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas.

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

Caesars Entertainment reported a net loss of $2.93 billion in
2013, as compared with a net loss of $1.50 billion in 2012.  As of
June 30, 2014, the Company had $27.06 billion in total assets,
$29.64 billion in total liabilities and a $2.57 billion
total deficit.

                           *     *     *

As reported by the TCR on April 9, 2013, Moody's Investors Service
downgraded Caesars Entertainment Corporation's Corporate Family
Rating to Caa2.

"The downgrade of Caesars' ratings considers that its same store
EBITDA growth in 2012-2013 has failed to materialize to any
significant degree, and so Caesars' credit metrics have
deteriorated and its free cash flow deficit will be higher than
Moody's previous expectations," stated Moody's analyst Peggy
Holloway.

In the April 10, 2014, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiaries, Caesars Entertainment Operating Co. (CEOC) and
Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'.  The downgrade reflects S&P's expectation that
Caesars' capital structure is unsustainable, and the amount of
cash the company will burn in 2014 and 2015 creates conditions
under which S&P believes a restructuring of some form is
increasingly likely over the near term absent an unanticipated
significantly favorable change in operating performance.

As reported by the TCR on May 1, 2014, Fitch Ratings had
downgraded the Issuer Default Ratings (IDRs) of Caesars
Entertainment Corp (CEC) and Caesars Entertainment
Operating Company (CEOC) to 'CC' from 'CCC'.


CANOPY FINANCIAL: Fifth Third Credit Card Payments Avoidable
------------------------------------------------------------
Gus Paloian, as trustee of the bankruptcy estate of Canopy
Financial, Inc., filed suit to recover funds from one of Canopy's
bankers, Fifth Third Bank, one of its shareholders, Fifth Third
Investment Company, and one of its board members, Charles Drucker,
for their alleged roles in a fraud committed against Canopy by two
of its officers.  The fraud involved the officers' use of a
corporate credit card for personal spending sprees.  Fifth Third,
the issuer of the credit card, also held Canopy's operating
accounts and took payment for the outstanding credit card balances
from the company's operating funds.  According to the suit, Fifth
Third received payments from Canopy or took debits from its
operating account in a total amount of $3,257,076.58 for card
charges.

Paloian seeks to recover those payments as fraudulent transfers,
while the bank contends that the credit card agreement
legitimately obliged Canopy to pay the balances and justified the
transfers.  In a motion for summary judgment, Paloian seeks a
determination that the officers lacked actual and inherent
authority to bind Canopy to the credit card agreement. He also
seeks to bar any evidence at trial regarding actual or inherent
authority issues.

District Judge Andrea R. Wood in Chicago granted Paloian's motions
pursuant to an Oct. 1, 2014 Memorandum Opinion and Order available
at http://is.gd/20jPTYfrom Leagle.com.

The case is, GUS A. PALOIAN, not individually but solely as
Chapter 7 trustee for Canopy Financial, Inc., Plaintiff, v. FIFTH
THIRD BANK, FIFTH THIRD INVESTMENT COMPANY, and CHARLES DRUCKER,
Defendants, No. 12-CV-04646 (N.D. Ill.).

                        About Canopy Financial

Canopy Financial Inc., based in Chicago, provided financial
processing services for the health-care industry.  Canopy filed
for Chapter 11 bankruptcy after discovering financial and
accounting irregularities.  Canopy Financial sought Chapter 11
bankruptcy protection (Bankr. N.D. Ill. Case No. 09-44943) on Nov.
25, 2009.  The petition says assets are less than $10 million
while debt exceeds $50 million.  At the end of the year, the Court
ordered the conversion of the case to a Chapter 7 liquidation.
Gus Paloian was appointed as Chapter 7 trustee.


CASIANO COMMUNICATIONS: Case Summary & 20 Top Unsecured Creditors
-----------------------------------------------------------------
Debtor: Casiano Communications, Inc.
           aka Casiano Communications
           aka CCI
           aka Manuel A. Casiano, Inc.
        PO Box 12130
        San Juan, PR 00914

Case No.: 14-08258

Chapter 11 Petition Date: October 3, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Enrique S. Lamoutte Inclan

Debtor's Counsel: Gerardo A Carlo Altieri, Esq.
                  G A CARLO-ALTIERI & ASSOCIATES
                  254 San Jose St, Third Floor
                  San Juan, PR 00901
                  Tel: 787-919-0026
                  Fax: 787-919-0027
                  Email: gaclegal@gmail.com

                    - and -

                  Kendra Loomis, Esq.
                  P.O. Box 9022001
                  San Juan, PR 00902-2001
                  Email: loomislegal@gmail.com

                     - and -

                  Fernando O Zambrana Aviles, Esq.
                  254 Calle de San Jose, Third Floor
                  San Juan, PR 00901
                  Tel: 7875393777
                  Fax: 7879190527
                  Email: zambrana@inmigracionpuertorico.com

Total Assets: $2.15 million

Total Liabilities: $8.49 million

The petition was signed by Manuel A. Casiano Asencio, Chairman &
CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-08258.pdf


CATOCTIN FAMILY: Files for Chapter 7 Liquidation
------------------------------------------------
Leesburg, Virginia-based Catoctin Family Practice PC filed for
Chapter 7 liquidation (Bankr. E.D. Va. Case No. 14-13514) on Sept.
22, 2014.  The Law Office of Frank B. Bredimus serves as the
Debtor's counsel.  The Firm can be reached at P.O. Box 535,
Hamilton, Virginia.  According to The Washington Post, the Debtor
didn't disclose the amount of its assets and liabilities.


CIRCUIT CITY: Wins Reconsideration Of LCD Damages
-------------------------------------------------
Law360 reported that a California federal judge gave a Circuit
City trustee a second chance to argue why the company should be
awarded damages against an American subsidiary of Hitachi Ltd. in
an ongoing liquid crystal display price-fixing multidistrict
litigation.  According to the report, U.S. District Judge Susan
IIlston granted Circuit City trustee Alfred H. Siegel's motion for
reconsideration of her July 3 summary judgment order preventing it
from basing its damages claims on purchases of LCD products from
Hitachi America, as a subsidiary of Hitachi Ltd.

The case is Alfred H. Siegel, as trustee of the Circuit City
Stores Inc. Liquidating Trust v. AU Optronics Corp. et al, case
number 3:10-cv-05625, in the U.S. District Court for the Northern
District of California.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008.
InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, acted as the Debtors' local counsel.
The Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel was Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC served as the Debtors' claims and voting
agent. The Debtors disclosed total assets of $3,400,080,000 and
debts of $2,323,328,000 as of Aug. 31, 2008.

Circuit City opted to liquidate its 721 stores and obtained the
Bankruptcy Court's approval to pursue going-out-of-business sales,
and sell its store leases in January 2009.

In May 2009, Systemax Inc., a multi-channel retailer of computers,
electronics, and industrial products, acquired certain assets,
including the name Circuit City, from the Debtors through a Court-
approved auction.

On Sept. 14, 2010, the Court entered an order confirming the
Debtors' Plan of Liquidation, which created the Circuit City
Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as
Trustee.  The Plan became effective Nov. 1, 2010.


CLAIRE'S STORES: European Units Ink EUR35 Million Credit Facility
-----------------------------------------------------------------
Certain of the European subsidiaries of Claire's Stores, Inc.,
entered into an unsecured Euro denominated multi-currency
revolving credit facility in the amount of EUR35 million that will
terminate on Aug. 20, 2017.

Loans under the Euro Revolver will bear interest at 2.50% per
annum plus the Euro Interbank Offered Rate as in effect for
interest periods of one, three or six months or any other period
agreed upon.  The Euro Revolver also provides for a facility fee
of 0.875% per annum on the unused amount of the facility.

All obligations under the Euro Revolver are unconditionally
guaranteed by Claire's (Gibraltar) Holdings Ltd and certain of its
existing direct or indirect wholly-owned European subsidiaries,
subject to certain exceptions and limitations.

The Euro Revolver contains customary affirmative and negative
covenants applicable to Claire's Gibraltar and its subsidiaries,
events of default and provisions relating to mandatory and
voluntary payments, which include an annual clean-down
requirement.  The Euro Revolver also contains covenants that
require Claire's Gibraltar to maintain particular financial ratios
so long as any amounts are outstanding under the facility: Fixed
Charge Cover not lower than 1.5:1 based upon the ratio of EBITDAR
to Net Finance and Rent Charges for each period of four
consecutive fiscal quarters and Leverage not more than 1.50:1
based upon the ratio of Net Debt to adjusted EBITDA for each
period of four consecutive fiscal quarters.

The Company intends to use the net proceeds of the borrowings for
general corporate purposes.

                        About Claire's Stores

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores also operates through its subsidiary,
Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint
venture with AEON, Co., Ltd.  The Company also franchises 198
stores in the Middle East, Turkey, Russia, South Africa, Poland
and Guatemala.

Claire's Stores reported a net loss of $65.30 million for the
fiscal year ended Feb. 1, 2014, following net income of $1.28
million for the fiscal year ended Feb. 2, 2013.  As of Aug. 2,
2014, the Company had $2.67 billion in total assets,
$2.81 billion in total liabilities and a $141.15 million
stockholders' deficit.

                        Bankruptcy Warning

"If we are unable to generate sufficient cash flow and are
otherwise unable to obtain funds necessary to meet required
payments of principal, premium, if any, and interest on our
indebtedness, or if we otherwise fail to comply with the various
covenants, including financial and operating covenants in the
instruments governing our indebtedness, we could be in default
under the terms of the agreements governing such indebtedness.  In
the event of such default,

   * the holders of such indebtedness may be able to cause all of
     our available cash flow to be used to pay such indebtedness
     and, in any event, could elect to declare all the funds
     borrowed thereunder to be due and payable, together with
     accrued and unpaid interest;

   * the lenders under our Credit Facility could elect to
     terminate their commitments thereunder, cease making further
     loans and institute foreclosure proceedings against our
     assets; and

   * we could be forced into bankruptcy or liquidation," the
     Company stated in its annual report for the fiscal year ended
     Feb. 1, 2014.

                           *     *     *

As reported by the TCR on Oct. 1, 2012, Moody's Investors Service
upgraded Claire's Stores, Inc.'s Corporate Family and Probability
of Default ratings to Caa1 from Caa2.  The upgrade of Claire's
Corporate Family Rating to Caa1 reflects its ability to address
its substantial term loan maturity in 2014 by refinancing it with
a $625 million add-on to its existing senior secured first lien
notes due 2019.

Claire's Stores, Inc., carries a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


CORD BLOOD: Divests Stake in Biocordcell for $705,000
-----------------------------------------------------
Cord Blood America, Inc., sold its 50.004% ownership stake in
Argentina based Biocordcell Argentina, S.A. (Bio) to Diego
Rissola, current president and shareholder in Bio, for
approximately $705,000, to be paid with three payments due by
March 2015, and then annual payments from June 2015 through June
2025.  The shares purchased pursuant to the transaction, along
with the shares Mr. Rissola already held prior to the transaction,
will be pledged in favor of the Company in order to secure Mr.
Rissola's performance.

Joseph Vicente, chairman and president of Cord Blood America
commented, "It is evident from our filings over the past year and
a half that the operating performance of Bio has been
deteriorating.  While revenues have declined slightly, more
concerning are widening deficits for bottom line operating losses
which has put Bio in a position where significant capital
contributions from the shareholders were required.  Contributing
to our decision is a politically unstable environment which has
seen inflation rates rise above 30%, as well as a restrictive
policy regarding dividend distribution to US companies."

For CBAI, the decision was difficult, but clear; the uses of
capital need to be applied where the Company can exert the
required amount of influence to be successful with a tangible ROI.
This is evidenced by the recent loan to CBAI's exclusive marketing
partner in Puerto Rico as outlined in the Q2 filing, and the
Company will be aggressive in its pursuit of opportunities where
there is a measureable return.  "We continue to produce cash
domestically, make investments in our operations, see evidence of
revenue growth, and thus, remain bullish that we are building a
strong foundation, both financially and scientifically, to seize
on the opportunities of the future," concluded Mr. Vicente.

                      About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.

Cord Blood reported a net loss of $2.97 million on $5.97 million
of revenue for the year ended Dec. 31, 2013, as compared with a
net loss of $3.49 million on $5.99 million of revenue in 2012.

As of June 30, 2014, the Company had $5.64 million in total
assets, $7.24 million in total liabilities and a $1.59 million
total deficit.

Rose, Snyder & Jacobs, LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has sustained recurring operating losses and has
an accumulated deficit at Dec. 31, 2012.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


COVENANT LIFE WORSHIP: Case Summary & 8 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Covenant Life Worship Center, Inc.
        7001 Lafayette RD
        Chickamauga, GA 30707

Case No.: 14-14483

Chapter 11 Petition Date: October 4, 2014

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: Hon. John C. Cook

Debtor's Counsel: Richard T. Klingler, Esq.
                  KENNEDY, KOONTZ & KLINGLER
                  320 N. Holtzclaw Avenue
                  Chattanooga, TN 37404-2305
                  Tel: (423)622-4535
                  Email: rtklingler@kkflawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jason Barton, secretary/clerk.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/tneb14-14483.pdf


CRS HOLDING: Status Conference Continued to October 30
------------------------------------------------------
According to a Hearing Procedures Memo for the hearing held on
Sept. 29, 2014, the U.S. Bankruptcy Court for the Middle District
of Florida continued the status conference in the Chapter 11 cases
of CRS Holding of America, LLC, and it debtor-affiliates to Oct.
30, 2014, at 11:00 a.m.

                  About CRS Holding of America

CRS Holding of America, LLC, operates a full service electronics
recycling business, providing e-waste recycling solutions for
organizations of all sizes.  CRS's offerings are designed to meet
customers' demand for data security and environmental compliance.

CRS Holding and 21 subsidiaries sought Chapter 11 protection
(Bankr. M.D. Fla. Case No. 14-bk-10142) in Tampa, Florida, on
August 29, 2014.

CRS estimated total assets of $50 million to $100 million and debt
of $10 million to $50 million.  The Debtors' outstanding loan
balances to secured creditors are: Regions Bank, $15 million; JY
Creative Holdings, Inc. $6.8 million; and Intersection, LLC,
$250,000.  The Debtors estimate that general unsecured claims
total $5 million.

The cases are assigned to Judge K. Rodney May. The Debtors have
tapped Shumaker, Loop & Kendrick, LLP, as counsel.

CRS Holding of America, LLC, reported $812,470 in total assets,
and $37,560,321 in total liabilities.


CRS HOLDING: Hearing on Shumaker Loop Hiring Continued to Oct. 16
-----------------------------------------------------------------
According to a Hearing Procedures Memo for the hearing held on
Sept. 29, 2014, the U.S. Bankruptcy Court for the Middle District
of Florida continued to Oct. 16, 2014, at 2:00 p.m., the hearing
on the application to employ Shumaker, Loop & Kendrick as counsel
of CRS Holding of America, LLC, and it debtor-affiliates.

                  About CRS Holding of America

CRS Holding of America, LLC, operates a full service electronics
recycling business, providing e-waste recycling solutions for
organizations of all sizes.  CRS's offerings are designed to meet
customers' demand for data security and environmental compliance.

CRS Holding and 21 subsidiaries sought Chapter 11 protection
(Bankr. M.D. Fla. Case No. 14-bk-10142) in Tampa, Florida, on
August 29, 2014.

CRS estimated total assets of $50 million to $100 million and debt
of $10 million to $50 million.  The Debtors' outstanding loan
balances to secured creditors are: Regions Bank, $15 million; JY
Creative Holdings, Inc. $6.8 million; and Intersection, LLC,
$250,000.  The Debtors estimate that general unsecured claims
total $5 million.

The cases are assigned to Judge K. Rodney May. The Debtors have
tapped Shumaker, Loop & Kendrick, LLP, as counsel.

CRS Holding of America, LLC, reported $812,470 in total assets,
and $37,560,321 in total liabilities.


CRS HOLDING: Hearing on Cash Collateral Motion Continued
--------------------------------------------------------
According to a Hearing Procedures Memo for the hearing held on
Sept. 29, 2014, the U.S. Bankruptcy Court for the Middle District
of Florida agreed to continue the hearing on the emergency motion
to use cash collateral filed by CRS Holding of America, LLC, and
it debtor-affiliates.

                  About CRS Holding of America

CRS Holding of America, LLC, operates a full service electronics
recycling business, providing e-waste recycling solutions for
organizations of all sizes.  CRS's offerings are designed to meet
customers' demand for data security and environmental compliance.

CRS Holding and 21 subsidiaries sought Chapter 11 protection
(Bankr. M.D. Fla. Case No. 14-bk-10142) in Tampa, Florida, on
August 29, 2014.

CRS estimated total assets of $50 million to $100 million and debt
of $10 million to $50 million.  The Debtors' outstanding loan
balances to secured creditors are: Regions Bank, $15 million; JY
Creative Holdings, Inc. $6.8 million; and Intersection, LLC,
$250,000.  The Debtors estimate that general unsecured claims
total $5 million.

The cases are assigned to Judge K. Rodney May. The Debtors have
tapped Shumaker, Loop & Kendrick, LLP, as counsel.

CRS Holding of America, LLC, reported $812,470 in total assets,
and $37,560,321 in total liabilities.


CRS HOLDING: Hearing on Bid to Reject Leases Moved to October 16
----------------------------------------------------------------
According to a Hearing Procedures Memo for the hearing held on
Sept. 29, 2014, the U.S. Bankruptcy Court for the Middle District
of Florida continued to Oct. 16, 2014, at 2:00 p.m., the hearing
on the motion to reject leases filed by CRS Holding of America,
LLC, and it debtor-affiliates.

                  About CRS Holding of America

CRS Holding of America, LLC, operates a full service electronics
recycling business, providing e-waste recycling solutions for
organizations of all sizes.  CRS's offerings are designed to meet
customers' demand for data security and environmental compliance.

CRS Holding and 21 subsidiaries sought Chapter 11 protection
(Bankr. M.D. Fla. Case No. 14-bk-10142) in Tampa, Florida, on
August 29, 2014.

CRS estimated total assets of $50 million to $100 million and debt
of $10 million to $50 million.  The Debtors' outstanding loan
balances to secured creditors are: Regions Bank, $15 million; JY
Creative Holdings, Inc. $6.8 million; and Intersection, LLC,
$250,000.  The Debtors estimate that general unsecured claims
total $5 million.

The cases are assigned to Judge K. Rodney May. The Debtors have
tapped Shumaker, Loop & Kendrick, LLP, as counsel.

CRS Holding of America, LLC, reported $812,470 in total assets,
and $37,560,321 in total liabilities.


DAN MULCAHY: Files for Bankruptcy After Being Sued By Partner
-------------------------------------------------------------
Developer Dan Mulcahy filed for Chapter 11 business and Chapter 13
individual bankruptcy petitions on Sept. 24, 2014, at the U.S.
Bankruptcy Court for the Central District of Illinois, a little
more than a month after his partner in a church project, former
Springfield Ald. Irv Smith, sued him in Sangamon County Circuit
Court for allegedly mishandling investment in the project, Tim
Landis, Business Editor at The State Journal-Register reports.

The State Journal-Register relates that Mr. Mulcahy estimated
liabilities of up to $50,000 and assets of $50,000 to $100,000 in
his Chapter 11 bankruptcy petition.  The report says that Mr.
Mulcahy's Chapter 13 petition listed $100,000 to $500,000 in
liabilities and $50,000 to $100,000 in assets.

According to The State Journal-Register, Messrs. Mulcahy and Smith
formed Central Illinois Ventures LLC to buy the former First
United Methodist Church at Fifth Street and Capitol Avenue and
turn it into a cultural and residential center for downtown
Springfield.  The report states that Mr. Smith seeks to dissolve
Central Illinois Ventures, claiming that: (i) he invested more
than $250,000 in the project; (ii) Mr. Mulcahy failed to keep a
commitment of $100,000 from the sale of his Springfield home; and
(iii) Mr. Mulcahy failed to account for use of Mr. Smith's money,
including unauthorized credit card and loan applications through
Central Illinois Ventures.


DETROIT, MI: Panel Approves Bond Deals for Detroit Bankruptcy
-------------------------------------------------------------
Paul Egan, writing for Detroit Free Press, reported that a
Michigan state panel has approved four bond deals worth up to $1.1
billion that are needed for the city of Detroit to emerge from
bankruptcy, plus the sale of city-owned land parcels needed for a
new public bridge to Canada.  According to the report, the Detroit
City Council had previously approved the bond deals, and had
proposed an alternate plan for the $1.4-million sale to the Land
Bank Fast Track Authority of 301 city-owned properties near the
site of the proposed New International Trade Crossing.

                  About City of 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 estimated
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.

The Hon. Steven Rhodes oversees the bankruptcy case.  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.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.

                           *     *     *

Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its
ratings on five bond CUSIPs of Detroit's outstanding sewerage
disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P
indicated it would do in its report dated Aug. 28, 2014.  The
outlook is stable.


DETROIT, MI: Bankruptcy Judge Allows Water Shutoffs to Continue
---------------------------------------------------------------
Lisa Lambert, writing for Reuters, reported that U.S. Bankruptcy
Judge Steven Rhodes ruled that Detroit can continue shutting off
water service to non-paying customers, saying his court does not
have jurisdiction over the issue and that suspending
disconnections for six months could hurt the city's finances.
According to the report, the judge said Detroit cannot afford any
revenue slippages.

                  About City of 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 estimated
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.

The Hon. Steven Rhodes oversees the bankruptcy case.  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.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.

                           *     *     *

Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its
ratings on five bond CUSIPs of Detroit's outstanding sewerage
disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P
indicated it would do in its report dated Aug. 28, 2014.  The
outlook is stable.


DETROIT, MI: Barclays Ups Exit Loan to $325 Million
---------------------------------------------------
Law360 reported that the city of Detroit is set to receive $325
million in financing from Barclays PLC when the troubled
metropolis exits bankruptcy, according to documents, $50 million
more than was initially planned.  The report related that
Detroit?s lawyers said the loan has already been approved by the
city?s emergency manager, Kevyn Orr, and was signed off on by the
city council on Sept. 15.

                  About City of 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 estimated
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.

The Hon. Steven Rhodes oversees the bankruptcy case.  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.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.

                           *     *     *

Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its
ratings on five bond CUSIPs of Detroit's outstanding sewerage
disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P
indicated it would do in its report dated Aug. 28, 2014.  The
outlook is stable.


DETROIT, MI: Should Be Able to Borrow After Bankruptcy
------------------------------------------------------
Lisa Lambert, writing for Reuters, reported that Kenneth Buckfire,
a consultant for the city of Detroit, said the city should be able
to access capital markets and borrow at a rate of around 5 percent
after it exits bankruptcy, as long as its tax revenue remains
stable.  According to the report, Mr. Kenneth Buckfire, president
of restructuring firm Miller Buckfire & Co., testified that the
markets will respond well to Detroit's paring of its liabilities
from $10 billion to $3 billion although the will have to educate
the municipal bond market about the "New Detroit," once it exits
the largest-ever municipal bankruptcy.

                  About City of 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 estimated
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.

The Hon. Steven Rhodes oversees the bankruptcy case.  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.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.

                           *     *     *

Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its
ratings on five bond CUSIPs of Detroit's outstanding sewerage
disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P
indicated it would do in its report dated Aug. 28, 2014.  The
outlook is stable.


DIOCESE OF GALLUP: Mediator for Abuse Claims Picked
---------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
the Roman Catholic Diocese of Gallup, N.M., which filed for
bankruptcy protection late last year as a result of mounting
litigation tied to sexual-abuse claims, has chosen a mediator to
oversee negotiations with more than 100 claimants.  According to
the report, lawyers for the diocese and a committee representing
the abuse claimants said they had selected retired Judge Randall
Newsome to serve as mediator and to try to guide the two sides
toward a settlement.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.


DIRECT RESPONSOURCE: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Direct Responsource, Inc.
           aka Direct Response, Inc.
           aka DRS
        PO Box 12130
        San Juan, PR 00914

Case No.: 14-08256

Chapter 11 Petition Date: October 3, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Brian K. Tester

Debtor's Counsel: Gerardo A Carlo Altieri, Esq.
                  G A CARLO-ALTIERI & ASSOCIATES
                  254 San Jose St, Third Floor
                  San Juan, PR 00901
                  Tel: 787-919-0026
                  Fax: 787-919-0027
                  Email: gaclegal@gmail.com

                    - and -

                  Kendra Loomis, Esq.
                  P.O. Box 9022001
                  San Juan, PR 00902-2001
                  Email: loomislegal@gmail.com

                    - and -

                  Fernando O Zambrana Aviles, Esq.
                  254 Calle de San Jose, Third Floor
                  San Juan, PR 00901
                  Tel: 7875393777
                  Fax: 7879190527
                  Email: zambrana@inmigracionpuertorico.com

Total Assets: $8.68 million

Total Liabilities: $9.14 million

The petition was signed by Manuel A. Casiano Asencio, Chairman &
CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-08256.pdf


DOWLING COLLEGE: S&P Cuts LT Rating to 'B-' on Falling Enrollment
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term rating to 'B-' from 'B' on the Suffolk County Industrial
Development Agency, N.Y.'s series 1996 and the Brookhaven
Industrial Development Agency's series 2002 revenue bonds issued
for Dowling College, N.Y.  The outlook is negative.  The debt is a
general obligation (GO) of the college.

"The downgrade is based on Dowling's inability to stabilize
enrollment and improve operations, loss of external financial
support from banks, transitional risks associated with the
frequent management turnover, and recent accreditation warning
that could lead to accreditation withdrawal," said Standard &
Poor's credit analyst Emily Avila.  It is S&P's understanding that
through fiscal 2013, the college has made timely debt service
payments.  However, S&P believes adverse business, financial, or
economic conditions could impair Dowling's capacity to meet its
financial commitment on a timely basis for its debt obligations.

"The rating and outlook further reflect Dowling's significant
enrollment decreases in the past six years and another large
decrease expected for fall 2014, historically negative operating
results, and low financial resources," said Ms. Avila.  Other
factors include its:

   -- Accreditation warning, issued by Middle States Commission on
      Higher Education (MSCHE) on June 26, 2014, related to three
      accreditation areas that could lead to revocation of its
      accreditation further hampering demand;

   -- Heavy budget reliance on tuition and other student-generated
      revenues, which account for 96% of fiscal 2013 operating
      revenues and have increased recently;

   -- Very small $2.1 million endowment compared with a high debt
      level of $54.9 million;

   -- Moderately high maximum annual debt service (MADS) burden of
      9%;

   -- Limited access to external monetary support from banks; and

   -- Transitional risks associated with the significant turnover
      in key management positions.

"The negative outlook reflects our view that, over the next 12
months, enrollment will likely decrease, operations may weaken
further, and financial resource ratios will likely remain below
category medians," added Ms. Avila.  S&P could lower the rating
during the one-year outlook period, if enrollment or financial
operations decline, the college can't successfully resolve its
accreditation warning, or it violates any of its debt covenants.

A return to a stable outlook, although, in S&P's view, unlikely at
present, would depend on the college's ability to stabilize
enrollment and improve its financial performance and financial
resource ratios relative to debt.  S&P would also expect an end to
management turnover.


DR. TATTOFF: Director William Kirby Resigns
-------------------------------------------
William Kirby, D.O., submitted his resignation as a director of
the Board of Directors of Dr. Tattoff, Inc., effective on
Sept. 29, 2014, according to a regulatory filing with the U.S.
Securities and Exchange Commission.  Dr. Kirby was not a member of
any of the Board's committees.

As a result of his resignation, the Board will consist of four
directors, three of whom are independent directors.

"The Board does not intend at this time to appoint a new director
to replace Dr. Kirby and has determined that at this time the
Board will consist of four directors going forward," the Company
stated in the filing.

                         About Dr. Tattoff

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

Dr. Tattoff reported a net loss of $4.30 million on $3.65 million
of revenues for the year ended Dec. 31, 2013, as compared with a
net loss of $2.83 million on $3.20 million of revenues during the
prior year.

As of June 30, 2014, the Company had $2.54 million in total
assets, $8.95 million in total liabilities and a $6.41 million
total shareholders' deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's current liabilities exceeded its current assets
by approximately $5,435,000, has shareholders' deficit of
approximately $4,013,000, has suffered recurring losses and
negative cash flows from operations, and has an accumulated
deficit of approximately $11,708,000 at Dec. 31, 2013.  This
raises substantial doubt about the Company's ability to continue
as a going concern.


DYNAVOX INC: Files Ch. 11 Liquidation Plan, Disclosure Statement
----------------------------------------------------------------
Dynavox Inc., et al., filed with the U.S. Bankruptcy Court for the
District of Delaware a Chapter 11 plan of liquidation and
accompanying disclosure statement following the sale of
substantially all of their assets to Tobii Technology AB for $18
million.  All classes of claims under the Plan are unimpaired and
holders of the claims are deemed to accept the treatment of their
claims.  A full-text copy of the Disclosure Statement dated
Oct. 3, 2014, is available for free at:

             http://bankrupt.com/misc/DYNAVOXds1003.pdf

                         About Dynavox Inc.

DynaVox Intermediate LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 14-10785) on April 6, 2014.  Two of its
affiliates, DynaVox Inc. and DynaVox Systems Holdings LLC, also
filed for bankruptcy (Case Nos. 14-10791 and 14-10790) the
following day.  The Debtors estimated assets and debts of at least
$10 million.  Cousins, Chipman & Brown, LLP, serves as the
Debtors' counsel.  Judge Peter J. Walsh presides over the case.

DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC.  DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.


ECHO AUTOMATIVE: Foreclosure Auction Set for Oct. 16
----------------------------------------------------
United Fleet Financing LLC will sell the property of Echo
Automative Inc. at a foreclosure auction set for Oct. 16 at 10:00
a.m.

United Fleet holds a perfected security interests in all of the
assets of Echo Automotive (OTC: ECAU).

The auction will be held at the offices of Jennings, Strouss &
Salmon Plc.

At the auction, the minimum bid for the combined lot of the assets
is $750,000, which must be paid in cash in immediately available
funds.

Counsel to United is:

     Todd Tuggle, Esq.
     JENNINGS, STROUSS & SALMON PLC
     One East Washington Street, Suite 1900
     Phoenix, AZ 85004
     Tel: 602-262-5834


ELDORADO RESORTS: S&P Assigns 'B' CCR; Outlook Negative
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Eldorado Resorts Inc. (ERI).  The
rating outlook is negative.

At the same time, S&P lowered its corporate credit rating on
Eldorado Resorts LLC to 'B' from 'B+' and removed all ratings from
CreditWatch, where it had placed them with negative implications
on Sept. 10, 2013.

"We revised our recovery rating on the Eldorado Resorts LLC's
8.625% senior secured notes to '2' from '3' and affirmed our
issue-level rating at 'B+' in conjunction with the lowering of the
corporate credit rating to 'B' from 'B+' and our notching
criteria.  The '2' recovery rating reflects our expectation for
substantial recovery (70% to 90%) for lenders in the event of a
payment default.  The revised recovery rating reflects improved
recovery prospects as a result of the repayment and termination of
the company's secured credit facilities in the 2014 second quarter
that ranked senior to the 8.625% notes," S&P said.

S&P also raised its corporate credit rating on MTR Gaming Group
Inc. (MTR) to 'B' from 'B-' and removed all ratings from
CreditWatch, where S&P had placed them with positive implications
on Sept. 10, 2013.

S&P raised its issue-level rating to 'B' from 'B-' on MTR's 11.5%
senior secured second-lien notes, reflecting the upgrade of the
company.  The recovery rating remains '3' on these notes.

"The 'B' corporate credit rating on ERI reflects our assessment of
the company's business risk profile as 'weak,' and its financial
risk profile as 'highly leveraged,'" said Standard & Poor's credit
analyst Ariel Silverberg.

S&P's ratings on ERI, Eldorado Resorts LLC, and MTR reflect a
consolidated view of the three companies.

The negative rating outlook reflects S&P's expectation that
increased competition will result in a continued EBITDA decline
through 2015 that will drive adjusted leverage higher, to the mid-
6x area (from about 6x at the end of 2014, pro forma as if the
merger was completed on Jan. 1, 2014), interest coverage lower,
towards the mid-1x area, and result in minimal discretionary cash
flow.

Lower ratings will be considered if the impact of competition is
severe enough to drive EBITDA declines of more than 10% over the
next few quarters.  This would cause EBITDA coverage of interest
to fall below the mid-1x area, result in negative discretionary
cash flow and result in the company relying on, and draining,
excess cash balances.  Any sustained use of excess cash balances
to fund operations would lead to a lower corporate credit rating.

Higher ratings are unlikely at this time given S&P's forecast for
EBITDA to decline through 2015.  Nevertheless, S&P would consider
higher ratings if EBITDA coverage of interest were to be sustained
above 2x and adjusted leverage were to be sustained below 5x.
This would likely be the result of greater than expected debt
reduction.


EMERALD CASINO: Former Execs Owe $272MM Over Lost License
---------------------------------------------------------
U.S. District Judge Rebecca R. Pallmeyer in Illinois issued a $272
million judgment in favor of the trustee for Emerald Casino Inc.
and against the failed casino's former company managers, various
news sources reported.

According to Law360, Judge Pallmeyer, in an 281-page opinion,
sided with Trustee Frances Gecker that the Emerald Casino's top
executives broke a contract with the company by violating rules
set forth by the Illinois Gaming Board.  Bill Rochelle and Sherri
Toub, bankruptcy columnists for Bloomberg News, reported that
Judge held a trial without a jury and assessed $45.3 million
judgments against each of the six.

Judge Pallmeyer, according to the Bloomberg report, described in
her opinion how Emerald became the first casino in Illinois ever
to have its license revoked by regulators.  She said they were
concerned that organized crime "was somehow involved" with the
casino's proposed new location in Rosemont, Illinois, the
Bloomberg report related.

The case is Gecker v. Flynn (In re Emerald Casino Inc.), 11-cv-
04714, U.S. District Court, Northern District Illinois (Chicago).

Emerald's bankruptcy case (Bankr. N.D. Ill. Case No. 02-22977)
began in 2002 and went forward under Chapter 11 of the Bankruptcy
Code.  In 2007, Emerald's bankruptcy case was converted to one
under Chapter 7, and the United States Trustee appointed Frances
Gecker as the Chapter 7 trustee.


EMORAL INC: Aaroma Says Bankruptcy Estate Owns Diacetyl Claims
--------------------------------------------------------------
Law360 reported that Aaroma Holdings LLC has urged the U.S.
Supreme Court to uphold a Third Circuit decision freeing it from
liability for injuries allegedly caused by a food additive
manufactured by a company whose assets it purchased in 2010,
arguing the plaintiffs' claims belonged to the now-bankrupt
company's estate.  According to the report, a group of plaintiffs
are petitioning the high court to review the Third Circuit's
ruling, in a case that relates to Edison, New Jersey-based
Aaroma's 2010 purchase of assets and assumption of certain
liabilities belonging to Emoral Inc.

The case is Diacetyl Plaintiffs v. Aaroma Holdings LLC, case
number 14-71, in the Supreme Court of the United States.


ENDEAVOUR INT'L: Discloses Financial Forecasts to Debt Holders
--------------------------------------------------------------
Endeavour International Corporation has been engaged in
discussions with certain holders of its debt regarding a
restructuring of the Company's capital structure, as previously
reported by the TCR on Oct. 3, 2014.

In connection with these discussions, the Company provided the
financial forecasts and other information to certain debt holders
in September 2014.  Such information has not been updated to give
effect to the previously announced refinancing of certain of the
Company's indebtedness on Sept. 30, 2014.  The Company and these
debt holders are parties to nondisclosure agreements and the
disclosure was being made in accordance with the terms of those
nondisclosure agreements.

A copy of the Discussion Materials is available for free at:

                        http://is.gd/sOEPYI

                   About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

Endeavour International reported net loss of $95.47 million in
2013, a net loss of $126.22 million in 2012 and a net loss of
$130.99 million in 2011.

As of June 30, 2014, the Company had $1.55 billion in total
assets, $1.55 billion in total liabilities, $43.70 million in
series c convertible preferred stock and a $41.48 million total
stockholders' deficit.

                           *     *     *

As reported by the TCR on Sept. 8, 2014, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating (CFR) to Ca from Caa2.  The downgrade follows Endeavour's
decision to not make interest payments on its $404 million 12%
First Priority Notes due March 2018, $150 million 12% Second
Priority Notes due June 2018, and $18 million 6.5% Convertible
Senior Notes due November 2017.

The TCR reported on Sept. 9, 2014, that Standard & Poor's Rating
Services lowered its corporate credit on Endeavour International
Corp. to 'D' from 'CCC'.  The 'D' rating reflects missed interest
payments and S&P's expectation that payments will not be made on
the company's 12% first-priority notes due March 2018 and 12%
second-priority notes due June 2018.


ENERGY FUTURE: Amends Global Notes Related to Schedules
-------------------------------------------------------
Energy Future Holdings Corp. has amended and restated its global
notes and statement of limitations, methods and disclaimer
regarding its schedules of assets and liabilities, and statements
of financial affairs.

EFH and its debtor affiliates filed their Schedules of Assets and
Liabilities, and Statements of Financial Affairs on June 30, 2014.

Together with the revised global notes, EFH filed amendments to
the SoFAs with the Bankruptcy Court, removing all setoffs related
to certain legacy interest rate swaps from SoFA 13 (Setoffs), as
well as amendments to the Schedules with the Bankruptcy Court,
adding certain agreements and contracts to EFH's Schedule G
(Executory Contracts and Unexpired Leases).  The SoFA 13 Amendment
and Schedule G Amendment only affect those claimants and claims
identified therein and does not affect any claimants or claims
identified in the SoFAs or Schedules that are not identified in
the SoFA 13 Amendment or Schedule G Amendment.

Pursuant to the Court's Order (A) Setting Bar Dates for Filing
Non-Customer Proofs of Claim and Request for Payment, (B)
Approving the Form and Manner for Filing Non-Customer Proofs of
Clam and Requests for Payment, and (C) Approving the Notice,
entered by the Bankruptcy Court on August 18, 2014, if any of the
claimants affected by the Schedule G Amendment disagree with the
nature, amount or classification of their claim(s), then the
claimant must file a proof of claim form with respect to those
claim(s) no later than 5:00 p.m. (Eastern Standard Time) on Oct.
27, 2014.

A full-text copy of the amended global notes is available for free
at http://is.gd/sgirYj

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


ERF WIRELESS: Sells 1.3 Million Common Shares
---------------------------------------------
From Sept. 27, 2014, through Oct. 3, 2014, ERF Wireless, Inc.,
issued 1,278,654 shares of common stock pursuant to Convertible
Promissory Notes.  The Shares were issued at an average of $0.0304
per share.  The issuance of the Shares constitutes 9.37% of the
Company's issued and outstanding shares based on 13,641,523 shares
issued and outstanding as of Sept. 26, 2014, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.

                         About ERF Wireless

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

ERF Wireless reported a net loss attributable to the Company of
$7.26 million in 2013, a net loss attributable to the Company of
$4.81 million in 2012 and a net loss attributable to the Company
of $3.37 million in 2011.

The Company's balance sheet at June 30, 2014, showed $3.59 million
in total assets, $11.69 million in total liabilities and a $8.10
million total shareholders' deficit.


ESSAR STEEL: Moody's Corrects Caa1 Rating Withdrawal
----------------------------------------------------
Moody's Investors Service has corrected the rating on Essar Steel
Algoma Inc.'s ABL/Term loan facility (ISIN XAC3328TAB89) from
withdrawn to Caa1, LGD2. The rating was withdrawn on Sept. 20,
2014 due to an internal administrative error. Although the secured
credit facility originally had a maturity date of September 20,
2014, the obligations under the ABL/Term loan remain outstanding
and subject to the Plan of Arrangement approved by the Ontario
Superior Court of Justice on Sept. 15, 2014.

Headquartered in Sault Ste. Marie, Ontario, Canada, ESA is an
integrated steel producer.


FAIRFIELD SENTRY: 2nd Circuit Says Bankr. Court Must Review Sale
----------------------------------------------------------------
Michael L. Cook, Esq., at Schulte Roth & Zabel LLP posted on the
Firm's website that the U.S. Court of Appeals for the Second
Circuit, on Sept. 26, 2014, held that a U.S. bankruptcy court was
required to conduct a full review of Fairfield Sentry Ltd's sale
of property "within the territorial jurisdiction of the United
States," relying on the "plain" language of Bankruptcy Code
Section 1520(a)(2).  According to Mr. Cook, the bankruptcy court
also "erred when it gave deference to a foreign court's approval
of the asset sale."

The Second Circuit vacated bankruptcy and district court orders
that declined to review the sale of the Debtor's asset, reasoning
that the "bankruptcy court's analysis [was] incomplete."  Mr. Cook
states that in the mistaken view of the lower courts: (1) the
foreign debtor was not selling a property interest "within the
United States"; and (2) "comity dictate[d]" deference to a foreign
court's judgment approving the sale.  Remanding the matter back to
the bankruptcy court, the court of appeals directed the court to
"[consider] the [actual] increase in value of the . . . asset
between" the contract signing "and approval [of the sale] by the
bankruptcy court," says Mr. Cook.

Given the $40 million increase in the asset's value, the Second
Circuit directed the bankruptcy court on remand to reject the
proposed asset sale, as the foreign liquidator had requested.

The BVI Liquidation was a "foreign main proceeding" under Chapter
15 of the Code, noted the Second Circuit.  A U.S. bankruptcy court
must therefore fully review any proposed "transfer of an interest
of the debtor in property that is within the territorial
jurisdiction of the United States."

Until the bankruptcy court approves an asset sale, the selling
trustee may decline to go forward if it has no "good business
reason" for proceeding with the sale -- if, for example, the
property has increased in value, rendering the original contract
price inadequate.

Nor must a U.S. bankruptcy court defer to a foreign court's
judgment as a matter of "comity."  Despite Code Chapter 15's
general deference to foreign courts for the sake of consistency,
Section 1520(a)(2) explicitly "required" the bankruptcy court to
review the asset sale "to the same extent" as it would in a
domestic Chapter 7 or Chapter 11 case.

Auction of the Debtor's SIPA Claim

The Sentry Liquidator auctioned off the Sentry SIPA Claim during
the summer of 2010.  The successful bidder offered to buy the SIPA
Claim for roughly 32 percent of the claim's allowed amount, a bid
that was "several percentage points higher than the other bids,"
and was accepted by the Liquidator, subject only to later court
approval.

The Liquidator and Buyer negotiated, documented and signed a trade
confirmation setting forth the material terms of the sale.  Among
other things, the contract was to be governed by New York law and
expressly "subject to approval by both the U.S. bankruptcy court
and the BVI Court," with a requirement that the Liquidator
promptly seek that approval.

BVI Court Approval of Contract Subject to U.S. Bankruptcy Court
Approval

The Liquidator failed to seek BVI court approval of the contract,
causing the Buyer to move in the BVI court for an order compelling
the Liquidator to comply with the contract.  In response, the
Liquidator asked the BVI court "not to approve the transfer to
[Buyer] at the bid price because, given the sudden increase in the
value of the SIPA Claim, it was not in the best interests of the
Sentry estate."  The Liquidator also argued that U.S. bankruptcy
court approval was required under Code Sections 1520(a)(2) and
363. Id.

The BVI court approved the sale of the SIPA Claim under the
Contract despite the Liquidator's objection, subject to further
approval of the U.S. bankruptcy court.

U.S. Bankruptcy Court's Refusal to Review Contracts

The Liquidator asked the U.S. bankruptcy court to review the
contract and to enter "an order disapproving" the sale.  Denying
the Liquidator's motion, the bankruptcy court described it as
"seller's remorse" and a "last-ditch effort" to undo the sale.  It
also declined to review the transaction because it reasoned that
the "[s]ale does not involve the transfer of an interest in
property within the United States."  In its view, "comity dictates
that [the U.S. bankruptcy court] defer to the BVI Judgment" by
approving the sale.

On the first round of appeal, the district court questioned
whether Code Section 363 even applied, but agreed that the
bankruptcy court's denial of the Liquidator's challenge to the
sale was proper because "[c]ourts should be loath to interfere
with corporate decisions absent a showing of bad faith, self-
interest, or gross negligence."

                     About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Fairfield Sentry became the subject of a BVI liquidation, and a
BVI court appointed the Liquidator under BVI law.  The Liquidator
then sought recognition of the BVI liquidation as a foreign main
proceeding under Chapter 15 of the Code in the Southern District
of New York.  The Bankruptcy Court entered an order granting
recognition of the Fairfield Sentry case on July 22, 2010,
enabling the Liquidator to use the U.S. Bankruptcy Court to
protect and administer Fairfield Sentry's assets in the U.S.


FLAVORS HOLDINGS: S&P Raises Rating on $400MM Facility to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level ratings
on Flavors Holdings Inc.'s now proposed $400 million first-lien
facility (which consists of a $50 million revolving credit
facility due 2019 and $350 million first-lien term loan due 2020)
to 'B+' from 'B'.  Simultaneously, S&P revised the recovery rating
to '2' from '3', reflecting its expectations for substantial (70%
to 90%) recovery in the event of a payment default.  S&P also
raised the issue-level rating on the company's now-proposed $50
million second-lien term loan due 2021 to 'B' from 'B-', and
revised the recovery rating to '4' from '5', reflecting S&P's
expectations for average (30% to 50%) recovery in the event of a
payment default.  The proceeds from these facilities will be used
for the acquisition of Merisant Co. and to refinance existing
indebtedness at MAFCO.

The issue-level ratings changes reflect the company's revised
first- and second-lien debt offering amounts.  The first-lien loan
amount was reduced by $15 million to $350 million and the second-
lien term loan was reduced by $25 million to $50 million.  The
company's owner will contribute an additional $25 million and the
company will draw about $21 million on its revolver.  S&P
estimates the company's adjusted debt outstanding will be about
$436 million versus the $450 million initially announced.  S&P
estimates pro forma leverage will be about 5.5x, still in line
with its prior expectations.  The recovery and issue-level ratings
were revised based on the lower debt levels and the change from 1%
to 5% annual amortization on the first-lien term loan.

The corporate credit rating on the company remains 'B' with a
stable outlook, reflecting the company's product focus, albeit
within niche markets that potentially offer limited organic growth
despite geographic and customer diversity.  These factors support
S&P's "weak" business risk assessment.  The rating also reflects
the expectation that the company will maintain credit protection
measures within S&P's "highly leveraged" core indicative ratio
ranges, with leverage of greater than 5x and funds from operations
to total debt below 12%.

RATINGS LIST

Flavors Holdings Inc.
Corporate credit rating              B/Stable/--

Ratings Revised
                                      To           From
Flavors Holdings Inc.
Senior secured
  $50 mil. revolver due 2019          B+           B
    Recovery rating                   2            3
  $350 mil. first-lien term loan
  due 2020                            B+           B
    Recovery rating                   2            3
  $50 mil. second-lien term loan
  due 2021                            B            B-
    Recovery rating                   4            5


GARLOCK SEALING: Carmakers, et al., Want Asbestos Records Opened
----------------------------------------------------------------
Law360 reported that Ford Motor Co., Honeywell International,
Volkswagen Group of America Inc. and a slew of insurers urged a
North Carolina bankruptcy judge to reject a bid to seal aggregated
estimations of past and pending mesothelioma claims against
Garlock Sealing Technologies LLC, saying the information should be
released to the public.  According to the report, the group, known
as the Public Access Proponents, slammed a motion to seal records
filed by the Official Committee of Asbestos Personal Injury
Claimants in the Garlock case.

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GENERAL MOTORS: Ratings Upgrade to Aid Unit in Supporting Sales
---------------------------------------------------------------
Jeff Green and Madeline O'Leary, writing for Bloomberg News,
reported that General Motors Co. plans to take advantage of its
return to investment grade, which could lower borrowing costs, by
strengthening its lending arm, Chief Financial Officer Chuck
Stevens said.  According to the report, Standard & Poor's Ratings
Services recently upgraded both GM and General Motors Financial
Co. to BBB-, citing progress in Europe, healthy cash flow and
limited reputational and market-share damage as a result of the
company's record recalls.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.

                        *     *     *

The Troubled Company Reporter, on Sep. 29, 2014, reported that
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from
'BB+', and revised the outlook to stable from positive.  At the
same time, S&P raised its issue-level rating on GM's unsecured
debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4'
recovery rating on that debt, because S&P do not assign recovery
ratings to the issues of investment-grade companies.


GLOBAL AVIATION: Second Bankruptcy Heads to Liquidation
-------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Global Aviation Holdings Inc. is being
liquidated in Chapter 7, where a trustee is appointed
automatically.  According to the report, Global sought conversion
of its Chapter 11 case to Chapter 7 following the sale of its
North American assets to Omni Air International Inc. for $11
million.  Global said there will be "very little" left to
administer, the report related.

                 About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013.  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 a prior Chapter 11 reorganization in February 2013.
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 2013 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.

In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.

World Airways Inc. ceased operations on March 27, 2014, after its
bankrupt parent was unable to secure necessary funding to keep the
charter operator airborne.


GLOBAL ENERGIES: 11th Circuit Won't Review Bankruptcy Reversal
--------------------------------------------------------------
Law360 reported that an Eleventh Circuit panel has denied a
shareholder's request to reconsider a ruling reversing the
bankruptcy petition of Boca Raton, Florida-based Global Energies
LLC and ordered sanctions hearings for abuse of the bankruptcy
process and withholding evidence.  According to the report, the
Eleventh Circuit denied shareholder Chrispus Venture Capital LLC's
request for a panel rehearing of its Aug. 15 decision determining
that Chrispus and another shareholder in the company conspired to
put the company into bankruptcy with the help of an attorney and
suggesting sanctions for the players involved.

The case is Wortley v. Chrispus Venture Capital LLC, case number
13-11666, in the U.S. Court of Appeals for the Eleventh Circuit.

                       About Global Energies

Chrispus Venture Capital, LLC, which was allegedly owed
$1,092,375, filed an involuntary Chapter 11 petition against
Global Energies, LLC, aka 714 Technologies, LLC, on July 1, 2010
(Case No. 10-28935, Bankr. E.D. Va.).  The case is assigned to
Judge Raymond B. Ray.  The Petitioners were represented by Chad P.
Pugatch, Esq., in Ft. Lauderdale, Florida.


GM FINANCIAL: Fitch Affirms "BB+" LT Issuer Default Rating
----------------------------------------------------------
In an Oct. 3, 2014 ratings release, Fitch Ratings affirmed five
U.S. captive finance companies (captives).  The rating action
follows the affirmation of each captive's corporate parent rating
in a portfolio review on Sept. 30, 2014 and Oct. 1, 2014.

Fitch has affirmed the following Long-term Issuer Default Ratings
(IDRs): Boeing Capital Corporation (BCC) at 'A', Caterpillar
Financial Services Corporation (CFSC) at 'A', Ford Motor Credit
Company LLC (Ford Credit) and its affiliates at 'BBB-', General
Motors Financial Company, Inc. (GMF) and its affiliates at 'BB+',
and Harley-Davidson Financial Services, Inc. (HDFS) at 'A'. The
Rating Outlooks for BCC, CFSC, and HDFS remain Stable, whereas the
Rating Outlooks for Ford Credit and GMF remain Positive.

Key Rating Drivers

Parent Rating Linkage

Fitch considers each captive 'core' to its respective parent, due
to strong operational/financial integration, including support
agreements in place between each parent and its captive, and the
critical function each captive plays in achieving parent's
objectives. These characteristics and Fitch's core designation
result in equalization of the ratings between the parents and
their captives. Captives also continue to be the dominant issuer
of debt relative to their manufacturing parents due to the
balance-sheet intensive lending nature of their business. For
instance, captives covered in this review, on average, accounted
for 67% of the consolidated parent company reported debt levels.

Rise in Short-Term Debt

After sharp declines in captives' usage of short-term debt post-
crisis, issuance of short-term debt such as commercial paper (CP)
is increasing, with the proportion of short-term debt to total
debt for some captives approaching pre-crisis levels. However,
short-term debt remained below 20% of total debt in second quarter
2014 (2Q'14) for captives covered in this review. Fitch believes
that a reasonable level of short-term debt is manageable for
captives who have relatively shorter-dated assets and maintain
appropriate back-up committed liquidity facilities. However, a
material increase from current levels could adversely impact
parent and captive ratings.

Lending Growth Continues

Lending growth in captives' portfolios continued in 2014 driven by
increased demand from a gradually improving global economy,
improved supply of liquidity in funding markets, and slight
loosening in lending standards. Average portfolio growth for the
captives in this review (excluding GMF, which experienced
significant growth due to an acquisition) was a healthy 3.0% in
2013 and 0.9% in 2Q'14. Fitch expects similar trends will continue
to drive portfolio growth for the rest of 2014 and 2015.

Competition Expected to Increase

Fitch expects the captive landscape to get more competitive as
banks increase their focus in growth areas such as auto finance
and equipment finance, which will likely put pressure on
pricing/margins and may lead to further loosening of lending
standards. Outsized growth rates that results in deteriorating
credit quality would be viewed negatively by Fitch.

Normalizing Asset Quality

The benign credit environment in the U.S. has continued to benefit
both consumer and commercial captives. Most captives reported net
losses and delinquencies at or near historical troughs in 2013.
However, Fitch believes that asset quality improvement has run its
course and expects metrics to normalize as increased competition
pressures underwriting standards, rising rates increase borrowers'
debt service burden, and used vehicle/equipment values continue to
moderate, impacting recoveries. Average credit loss rates for
captives in this review increased modestly to 0.71% in 2Q'14, from
0.63% in 2Q'13. Still, loss rates and delinquencies remain well
below pre-crisis levels which should support solid credit
performance in 2H'14 and 2015.

Healthy Profitability Levels

Profitability remained strong for the captive group with average
pre-tax profit margins of 29.3% in 2Q'14 driven by higher
financing revenues, relatively lower credit losses and lower
borrowing costs. Fitch expects profitability to normalize in 2H'14
and 2015 as the industry faces headwinds from tighter pricing due
to increased competition, higher provision expense from
normalizing credit performance, and increased funding costs in a
rising rate environment.

Slight Increase in Leverage

Average leverage for the captives covered in this review increased
just over half a turn to 6.6x at 2Q'14, compared to 6.0x at year-
end 2013, driven by higher average dividend distributions to
parents. Leverage has increased from post-crisis lows and for some
captives is approaching pre-crisis levels. Captives' discretion
over dividend payments, which can be dialed back or curtailed in
times of stress, somewhat mitigates this concern.

Robust Funding Access

Funding access in both secured and unsecured wholesale funding
markets has remained robust as investors continue to seek
incremental yields in a persistently low interest rate
environment. Most captives have taken advantage of these
conditions to lengthen their overall debt maturity profile,
despite the increased use of CP. A potential increase in interest
rates could dampen origination volumes, increase borrowing costs
and pressure profit margins, but depending on the type of asset
financed, captives should be able to pass on these costs to
customers, albeit with a lag.

Rating Sensitivities

Fitch expects ratings on captives that are considered core to move
in tandem with the ratings of their respective parent. Fitch does
not envision a scenario where a captive would be rated higher than
its parent. That said, a material increase in leverage, an
inability to access funding for an extended period of time, and/or
significant deterioration in the credit quality of the underlying
loan and lease portfolio for a captive, could become restraining
factors on the respective parent's ratings.

Fitch has affirmed the following ratings:

Boeing Capital Corporation:
-- Long-term Issuer Default Rating (IDR) at 'A; Outlook Stable;
-- Senior unsecured notes at 'A'.

Caterpillar Financial Services Corporation
-- Long-term IDR at 'A'; Outlook Stable;
-- Senior unsecured bank credit facilities at 'A';
-- Senior unsecured notes at 'A';
-- Short-term IDR at 'F1';
-- CP at 'F1'.

Caterpillar Financial Australia Limited
-- Short-term IDR at 'F1';
-- CP at 'F1'.

Caterpillar International Finance Limited
-- Long-term IDR at 'A';
-- Senior unsecured bank credit facilities at 'A';
-- Senior unsecured notes at 'A'.

Caterpillar Finance Corporation (CFC)
-- Long-term IDR at 'A'; Outlook Stable;
-- Senior unsecured bank credit facilities at 'A'.

Ford Motor Credit Company LLC
-- Long-term IDR at 'BBB-'; Outlook Positive;
-- Short-term IDR at 'F3';
-- Senior shelf at 'BBB-';
-- Senior unsecured at 'BBB-';
-- Commercial paper (CP) at 'F3'.

Ford Credit Europe Bank Plc
--Long-term IDR at 'BBB-'; Outlook Positive;
--Short-term IDR at 'F3';
--Senior unsecured at 'BBB-';
--CP at 'F3';
--Short-term deposits at 'F3'.

Ford Capital B.V.
-- Long-term IDR at 'BBB-'; Outlook Positive;
-- Senior unsecured at 'BBB-'.

Ford Credit Canada Ltd.
-- Long-term IDR at 'BBB-'; Outlook Positive;
-- Short-term IDR at 'F3';
-- Senior unsecured at 'BBB-';
-- CP at 'F3'.

Ford Credit Australia Ltd.
-- Long-term IDR at 'BBB-'; Outlook Positive;
-- Short-term IDR at 'F3';
-- CP at 'F3'.

Ford Credit de Mexico, S.A. de C.V.
-- Long-term IDR at 'BBB-'.; Outlook Positive;

Ford Credit Co. S.A. de C.V.
-- Long-term IDR at 'BBB-'; Outlook Positive;
-- Senior unsecured at 'BBB-'.

Ford Motor Credit Co. of New Zealand Ltd.
-- Long-term IDR at 'BBB-'; Outlook Positive;
-- Short-term IDR at 'F3';
-- Senior unsecured at 'BBB-';
-- CP at 'F3'.

Ford Motor Credit Co. of Puerto Rico, Inc.
-- Short-term IDR at 'F3'.

Ford Holdings, Inc.
-- Long-term IDR at 'BBB-'; Outlook Positive;
-- Senior unsecured at 'BBB-'.

General Motors Financial Company Inc.
-- Long-term IDR at 'BB+'; Outlook Positive;
-- Senior unsecured debt at 'BB+';
-- Euro Medium-Term Note Programme at 'BB+';
-- Short-term IDR at 'B'.

GMAC Bank GmbH
-- Long-term IDR at 'BB+'; Outlook Positive;
-- Senior unsecured debt at 'BB+';
-- Short-term IDR at 'B';
-- Commercial paper at 'B';

GMAC (UK) Plc
-- Long-term IDR at 'BB+'; Outlook Positive;
-- Short-term IDR at 'B';
-- Short-term debt at 'B'.

General Motors Financial International B.V.
-- Long-term IDR 'BB+'; Outlook Positive;
-- Euro Medium Term Note Programme at 'BB+'.

HDFS
-- Long-term IDR at 'A'; Outlook Stable;
-- Senior unsecured rating at 'A';
-- Short-term IDR at 'F1';
-- Commercial paper rating at 'F1'.

Harley-Davidson Funding Corp. (HDFC)
-- Senior unsecured rating at 'A'.



GREAT NORTHERN: Atty. General, et al., Want Case Moved to Maine
---------------------------------------------------------------
Judy Harrison at Bangor Daily News reports that the towns of
Millinocket and East Millinocket and the Maine attorney general
have supported Hartt Transportation Systems of Bangor, Lynch
Logistics and Lynco Inc.'s motion to transfer Great Northern Paper
Co.'s bankruptcy case from Delaware to Maine.

The case should be transferred because a majority of creditors are
located in Maine, Darren Fishell at Bangor Daily relates, citing
Jeremy Fischer, who represents Hartt Transportation, Lynch
Logistics and Lynco.  Mr. Fischer's clients claim they are owed a
collective $413,877 from GNP Maine Holdings, Bangor Daily adds.

According to Bangor Daily, 652 of the 1,159 creditors listed in
the Debtor's bankruptcy filing are located in Maine and that eight
other Maine creditors have indicated support for moving the case
to Maine, including Affiliated Healthcare Systems, Cross
Insurance, Timberland Trucking Inc., Gerald Pelletier Inc., and
Millinocket Fab & Machine Inc. of Millinocket.
The attorney general said that several state agencies are owed
money by the Debtor, Bangor Daily states.  The report says that
the attorneys for Millinocket and East Millinocket said that the
towns may be the Debtor's largest secured creditors with millions
owed them in back taxes.

Bangor Daily relates that Charles A. Stanziale Jr., the trustee
handling the case, said that he would oppose efforts to move the
case, saying that very few of the bankrupt companies are ever
physically located in Delaware.

Mr. Stanziale, according to Bangor Daily, said that if the case
proceeds under his watch, his first priority is finding a buyer
that would keep the property in East Millinocket operating as a
paper mill.

A scheduled meeting of creditors is set for Oct. 15, 2014, Bangor
Daily states, citing Mr. Fischer.

GNP Maine Holdings LLC, dba Great Northern Paper Company, owns and
operates a waste water treatment plant on its premises in East
Millinocket, Maine.  It filed a voluntary petition for Chapter 7
bankruptcy on Sept. 22 (Bankr. D. Del. Case No. 14-12179) in
Wilmington, Delaware, listing $50 million to
$100 million in both assets and liabilities.  The Debtor is
represented by Mark D. Olivere, Esq., at Chipman Brown Cicero &
Cole LLP.

The next day, trade creditors Hartt Transportation Systems Inc.,
allegedly owed $227,528; Lynch Logistics, allegedly owed $176,487;
and Lynco Inc., allegedly owed $9,862 filed an involuntary Chapter
7 petition (Bankr. D. Maine Case No. 14-
10756).  The Petitioning Creditors are represented by Jeremy R.
Fischer, Esq., at Drummond Woodsum.


GREAT NORTHERN: Creditors Want Case Moved to Maine
--------------------------------------------------
Darren Fishell, writing for The Bangor Daily News, reported that a
group of Maine-based creditors has asked a Delaware court to move
the bankruptcy case of Great Northern Paper Co. to Maine, where an
attorney said 56 percent of the 1,159 creditors are located.
According to the report, the Delaware trustee now handling the
case plans to oppose that measure, arguing that he has
administered bankruptcies from all over the country.

Headquartered in Millinocket, Maine, Great Northern Paper, Inc.,
one of the largest producers of groundwood specialty papers in
North America, filed for chapter 11 protection on January 9, 2003
(Bankr. Maine, Case No. 03-10048).  Alex M. Rodolakis, Esq., and
Harold B. Murphy, Esq., at Hanify & King, P.C., represented the
Debtor.  When the Company filed for chapter 11 protection, it
listed debts and assets of more than $100 million each.  In early
2003, Belgravia purchased substantially all of the Debtor's assets
for approximately $75 million.  The Maine Bankruptcy Court
converted the Debtor's case to a chapter 7 liquidation proceeding
on May 22, 2003.  Gary M. Growe was the chapter 7 Trustee for the
Debtor's estate.  Jeffrey T. Piampiano, Esq., at Drummond Woodsum
& MacMahon represented the chapter 7 Trustee.

GNP Maine Holdings LLC, dba Great Northern Paper Company, filed a
voluntary petition for Chapter 7 bankruptcy on Sept. 22 (Bankr. D.
Del. Case No. 14-12179) in Wilmington, Delaware.  The next day,
three of Great Northern's trade creditors filed an involuntary
Chapter 7 petition (Bankr. D. Maine Case No. 14-10756).


GT ADVANCED: Apple Partner Enters Chapter 11 Protection
-------------------------------------------------------
Joseph Checkler and Matt Jarzemsky, writing for Daily Bankruptcy
Review, reported that GT Advanced Technologies Inc. filed for
Chapter 11 bankruptcy protection, less than a month after Apple
Inc. indicated it wasn't using sapphire screens on its latest
iPhones.  According to the DBR report, following the news, shares
of GT Advanced plummeted 93% on Oct. 6 to close at 80 cents.

GT said in a press release that "as of September 29, 2014 it had
approximately $85 million of cash. In addition, it is now seeking
debtor-in-possession financing, which, once obtained, would
provide the company with an immediate source of additional funds.
These funding sources will enable GT to satisfy the customary
obligations associated with the daily operation of its business,
including the timely payment of employee wages and other
obligations."

GT Advanced Technologies Inc. is a diversified technology company
producing advanced materials and innovative crystal growth
equipment for the global consumer electronics, power electronics,
solar and LED industries.  Its technical innovations accelerate
the use of advanced materials, enabling a new generation of
products across this diversified set of global markets.


HFAH CLEAR LAKE: Files for Ch 11, Seeks to Sell Apartment Complex
-----------------------------------------------------------------
HFAH Clear Lake LLC filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 14-318060) on Sept. 30, 2014, and
sought the Bankruptcy Court's approval to hold an auction for its
shuttered apartment complex on 11 acres at 719 Executive Center
Drive, Brian Bandell, Senior Reporter at the South Florida
Business Journal, reports.

The Business Journal relates that Revenue Properties, the stalking
horse bidder, has offered $4.23 million for the property and also
agreed to lend $200,000 to the Debtor for its operating expenses
in the meantime.

According to the Business Journal, the apartment complex is
delinquent on taxes and has accumulated $2.5 million in fines from
the city.  "HFAH as a corporate guarantor has since become
insolvent and has no ability to secure the property from new
claims for real estate taxes, municipal liens, fines and third
party claims.  In fact, the property has been declared a public
nuisance by the City of West Palm Beach, Florida, but since no
responsible party can take action to protect or improve the
property, there is little prospect of it returning to productive
us unless and until it can be sold," the Business Journal quoted
the Debtor's manager, Daniel G. Hayes, as saying.

HFAH purchased the property for $14.5 million in 2005 and planned
to convert the 180 apartments to condos and building more
amenities, the Business Journal says.  Mr. Hayes, according to the
report, Mr. Hayes stated that work on the property stalled after
the developer failed to pre-sell the units because of the real
estate crash.  The report states that HFAH hired Marcus &
Millichap to market the property.

According to the Business Journal, Citron Investment Group filed a
foreclosure lawsuit against HFAH in 2008 on behalf of the 243 loan
investors, but that lawsuit was dismissed in 2011 after the
plaintiff failed to show up at a mediation hearing.  The project,
according to the Business Journal, had received two mortgages for
a combined $19.25 million through USA Commercial Mortgage Co., who
sold fractional interests in those loans to 243 individuals,
families and family trusts.  Those parties are listed as creditors
in the case, with debts ranging from $25,000 to
$7 million, the report states.

HFAH Clear Lake LLC is headquartered in Hawthorne, New York.


HIGHWAY ENERGY: Foreclosure Sale Set for Oct. 10
------------------------------------------------
Highwave Acquisition LLC, successor in interest to Perkins Special
Opportunity Fund LP, as secured party, will sell the property of
Highway Energy Inc., formerly known as Climax Global Energy Inc.,
in which Acquisition holds a security interest, at a public
foreclosure sale to be held Oct. 10, 2014, between 1:00 p.m. and
2:00 p.m. local Dallas, Texas time.  The sale will be held at the
offices of Wright Ginsberg Brusllow PC.

Michael T. Tarski, Esq., serves as agent of the Secured Party.  He
may be reached at:

     Michael T. Tarski, Esq.
     14755 Preston Rd., Suite 600
     Dallas, TX 75254
     Tel: 972-419-4742


HOSTESS BRANDS: Old Co. to Pay $21M to Cyclist Hit by Bread Truck
-----------------------------------------------------------------
Law360 reported that a New York bankruptcy judge approved a
$21 million settlement between the former Hostess Brands Inc. and
a German cyclist who was struck by one of the bankrupt baker's
trucks in Virginia in 2011, suffering an extensive brain injury
that caused him to need a permanent care facility.  According to
the report, counsel Michael Sprick, the German bicyclist who was
hit by a Merita Breads truck while vacationing in Virginia, filed
an unsecured claim for $50 million in May 2012 in the bankruptcy
proceedings for Old Hostess.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


HOUSTON REGIONAL: Proposes Retention Bonuses
--------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Houston Regional Sports Network LP has asked
permission from the bankruptcy court to pay its 141 workers about
$1.6 million in bonuses to keep their workers from working until
Nov. 15.  According to the report, Houston Regional, whose
reorganization plan proposes to lay off workers in mid-October, is
also seeking permission to pay a month's health insurance for the
workers.

             About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.

The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief.  It has won approval to
hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry
Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo,
Esq., as counsel.  It also hired Conway MacKenzie, Inc., as
financial advisor.

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


I-99 COMMERCE PARK: Case Summary & 2 Top Unsecured Creditors
------------------------------------------------------------
Debtor: I-99 Commerce Park, Limited Liability Co
        Attn: George M. Diemer, Manager
        3000 Atrium Way, Ste 219
        Mt. Laurel, NJ 08054-3911

Case No.: 14-30269

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 3, 2014

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

Judge: Hon. Gloria M. Burns

Debtor's Counsel: Ira Deiches, Esq.
                  DEICHES & FERSCHMANN
                  25 Wilkins Ave.
                  Haddonfield, NJ 08033
                  Tel: (856) 428-9696
                  Fax: (856) 795-6983
                  Email: ideiches@deicheslaw.com

Total Assets: $7 million

Total Liabilities: $3.55 million

The petition was signed by George M. Diemer, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-30269.pdf


IAMGOLD CORP: S&P Puts 'BB-' CCR on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
IAMGOLD Corp., including its 'BB-' long-term corporate credit
rating on the company, on CreditWatch with negative implications,
following IAMGOLD's announced plan to sell its wholly owned Niobec
Inc. subsidiary, which owns and operates a niobium mine in Quebec.
The company will receive US$500 million in cash, with an
additional US$30 million when the rare earth element deposit
adjacent to the niobium mine goes into commercial production.

"The CreditWatch follows the company's announced intention to sell
its Niobec niobium mine, which is a stable and meaningful
contributor to IAMGOLD's operating results," said Standard &
Poor's credit analyst Jarrett Bilous.

"The CreditWatch reflects our uncertainty regarding the extent of
the impact on IAMGOLD's financial and business risk profiles from
the planned sale of its niobium business.  We expect the sale will
weaken the company's business risk profile notably from a
reduction in operating diversity.  In our view, the stability of
IAMGOLD's niobium business helped to mitigate the company's high
reliance on comparatively volatile gold market conditions.  In
addition, the loss of EBITDA and cash flow from Niobec will likely
result in core credit measures that weaken beyond our threshold
for the current rating -- with adjusted debt-to-EBITDA above 3x
and funds from operations-to-debt below 30% -- in the absence of
significant debt repayment.  Finally, the CreditWatch on the
senior unsecured notes rating reflects our uncertainty of the
sale's impact on our recovery analysis, including the amount of
debt outstanding, the estimated enterprise value of IAMGOLD
excluding Niobec, and resulting recovery prospects for senior
unsecured note holders," S&P said.

S&P will resolve the CreditWatch following its review of the
business and financial risk impact of this sale on IAMGOLD, which
will include discussions with management.  S&P's review will focus
on the planned use of cash proceeds from the sale, which it
expects will be directed toward investments in IAMGOLD's existing
gold properties and potentially gold-focused acquisitions.  S&P
believes that a downgrade on the company is likely, and expects to
complete its review within 90 days.


IPAYMENT INC: S&P Lowers CCR to 'CC' on Distressed Exchange
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York City-based iPayment Inc. to 'CC' from
'CCC'.  The outlook is negative.

"At the same time, we lowered the issue-level ratings on the
company's revolving credit facility and term loan to 'CCC-' from
'CCC+'.  The recovery rating remains '2', indicating our
expectation for substantial (70%-90%) recovery of principal in the
event of payment default.  We also lowered the issue-level ratings
on the unsecured notes and the holding company PIK notes to 'C'
from 'CC'.  The recovery rating remains '6', indicating our
expectation for negligible (0%-10%) recovery of principal in the
event of a payment default," S&P noted.

"The rating actions reflect the company's announcement that it
plans to exchange its 10.25% senior notes due 2018 and its holding
company PIK notes due 2018 into a combination of new senior
secured notes bearing an annual interest rate of 8.5% maturing
2019 and common stock of the company," said Standard & Poor's
credit analyst Jenny Chang.

S&P would treat the exchange transaction, if completed, as
tantamount to a default, based on S&P's criteria, since the
investors will receive less value than the original promise of the
securities.  In addition to the proposed distressed exchange
offers, the company is seeking an amendment to its existing credit
facilities in order to permit the exchange offers and to obtain
covenant relief.

The outlook is negative.  Upon successful completion of the
exchange, S&P will lower the corporate credit rating to 'SD' and
the affected issue-level ratings to 'D'.


ITR CONCESSION: Confirmation Objections Due Oct. 14
---------------------------------------------------
The Bankruptcy Court will hold a hearing Oct. 28, 2014, at 11:00
a.m. prevailing Central Time, to consider confirmation of ITR
Concession Company LLC's prepackaged plan of reorganization.

The Court will also consider approval during the hearing the
proposed solicitation procedures, the adequacy of the disclosure
statement explaining the Plan, any objections to the Disclosure
Statement and objections to the Plan.

Objections are due no later than Oct. 14.

The deadline to file complaints to determine dischargeability of
debts is Nov. 24.

                      About ITR Concession

ITR Concession Co. operates a 157-mile, four- to six-lane toll
road in Northern Indiana commonly referred to as the Indiana Toll
Road.  The toll road is a vital artery for interstate commerce,
linking the City of Chicago and Lake Michigan to the interstate
highway system, as well as markets, ports, and commercial and
financial centers across the United States.  The toll road opened
in 1956 and is used by nearly 130,000 vehicles per day.

ITR Concession and its affiliates filed for bankruptcy protection
(Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21 with a plan
to restructure some $6 billion in debt by selling its assets or
reorganizing its business.

The Debtors have tapped Marc Kieselstein, Esq., Chad J. Husnick,
Esq., Jeffrey D. Pawlitz, Esq., and Gregory F. Pesce, Esq., at
Kirkland & Ellis LLP as counsel; Moelis & Company LLC as
investment banker; and Kurtzman Carson Consultants LLC, as claims
and notice agent.

As of the Petition Date, the Debtors have outstanding funded debt
of $6.0 billion that is comprised of approximately $3.855 billion
in principal amount of first-priority syndicated bank-debt
obligations and approximately $2.15 billion in principal amount of
pari passu first-lien interest rate hedging obligations.

Counsel to the Committee of Secured Parties:

     Gerard Uzzi, Esq.
     Evan Fleck, Esq.
     Nicholas Kamphaus, Esq.
     MILBANK TWEED HADLEY & MCCLOY LLP
     1 Chase Manhattan Plaza
     New York, NY 10005

Counsel to the Administrative Agent:

     Raniero D'Aversa, Esq.
     Douglas Mintz, Esq.
     ORRICK HERRINGTON & SUTCLIFFE LLP
     51 West 52nd Street
     New York, NY 10019

Local counsel to the Administrative Agent:

     Craig Reimer, Esq.
     MAYER BROWN LLP
     71 South Wacker Drive
     Chicago, IL 60606

Counsel to Cintra ITR LLC and Cintra Holdings US Corp:

     Matthew Kelsey, Esq.
     Alan Moskowitz, Esq.
     GIBSON DUNN & CRUTCHER LLP
     200 Park Avenue
     New York, NY 10166


JEFFERSON COUNTY, AL: Sewer Rate Sched Could be Scrapped in Plan
----------------------------------------------------------------
U.S. District Judge Sharon Lovelace Blackburn in Birmingham,
Alabama, dismissed an appeal from the order confirming the Chapter
9 debt-adjustment plan of Jefferson County, Alabama, saying the
county cannot escape its $1.6 billion in claims over sewer rate
hikes, various news sources reported.

According to Law360, a group of 13 elected officials and residents
of the county appealed its Chapter 9 bankruptcy plan, approved in
November, arguing it infringed their constitutional rights by
allowing the bankruptcy court to enforce sewer rate increases,
instead of their elected commissioners.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the county cited the doctrine of "equitable
mootness," which is often used to forestall appeals when a
company's Chapter 11 reorganization plan has been approved by a
bankruptcy judge and implemented.  Judge Blackburn said equitable
mootness isn't applicable in a Chapter 9 municipal bankruptcy,
although "some parts of the confirmation order may be impossible
to reverse," such as the validity of newly issued bonds, the
Bloomberg report related.

A successful appeal by ratepayers would permit her to void
"allegedly unconstitutional terms of the confirmation order," such
as the "bankruptcy court's authority to set rates for sewer
service," she said, the Bloomberg report further related.

The appeal is Bennett v. Jefferson County, Alabama, 14-cv-0213,
U.S. District Court, Northern District of Alabama (Birmingham).

                     About Jefferson County

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

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

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

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

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

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

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

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

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

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

On Aug. 7, 2013, the Court approved the disclosure statement
explaining the Chapter 9 Plan of Adjustment for Jefferson County,
Alabama.  Jefferson County emerged from bankruptcy on Dec. 3 by
implementing the municipal debt-adjustment plan that was approved
on Nov. 22 when the U.S. bankruptcy judge in Birmingham signed a
confirmation order.


JT REMODELING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: JT Remodeling & Contractor, Inc.
        2H37 Parque Del Condado St.
        Barioa Park
        Caguas, PR 00725

Case No.: 14-08203

Chapter 11 Petition Date: October 3, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Enrique S. Lamoutte Inclan

Debtor's Counsel: Diomedes M Lajara Radinson, Esq.
                  LAJARA RADINSON & ALICEA, P.S.C.
                  1303 Americo Miranda Ave
                  San Juan, PR 00921
                  Tel: 787-781-6767
                  Fax: 787-774-9324
                  Email: dlajara@lra-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Juan Francisco Torres Rivera,
secretary.

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


KID BRANDS: Asks for First Plan-Exclusivity Extension
-----------------------------------------------------
Kid Brands Inc. is asking bankruptcy judge in Newark, New Jersey,
to extend until Jan. 14, 2015, the time by which it has exclusive
right to file a plan, and until March 16, 2015, the exclusive
period to solicit acceptances of the plan.

According to BankruptcyData, the Debtors said it is premature to
file a plan at this juncture and they need time to complete an
orderly liquidation of their businesses to ensure an efficient
wind-down of their affairs that will maximize the value realized
by their estates.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Kid Brands said sale of almost all assets of
the Sassy unit is complete, and the divestiture of most of the
assets of Kids Line, CoCaLo and LaJobi was finished in September.
The company said an extension of so-called exclusivity will
increase the likelihood of a greater distribution to creditors by
aiding an orderly, efficient and cost-effective plan process, the
report related.

The Court scheduled an October 30, 2014 hearing to consider the
motion.

                       About Kid Brands

Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer,
importer, marketer, and distributor of infant and juvenile
consumer products.  Its operating subsidiaries consist of Kids
Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc.  Providing
"everything but the baby" for a child's nursery, the company sells
infant bedding and accessories under the Kids Line and CoCaLo
brands; nursery furniture under the LaJobi brand; and baby care
items under the Kokopax and Sassy brands.

Citing their inability to raise capital due to contingent
liabilities and operational issues, Kid Brands and six of its U.S.
subsidiaries each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-22582) on June 18, 2014.  To preserve the value of their
assets, the Debtors are pursuing a sale of the assets pursuant to
section 363 of the Bankruptcy Code.

As of April 30, 2014, the Debtors had $32.40 million in total
assets and $109.1 million in total liabilities.  As of the
Petition Date, unsecured debts totaled $54 million.

Judge Donald H. Steckroth oversees the cases.  The Debtors have
sought and obtained an order directing joint administration of
their Chapter 11 cases.

Lowenstein Sandler LLP serves as the Debtors' counsel.
PricewaterhouseCoopers LLP is the Debtors' financial advisor.  GRL
Capital Advisors acts as the Debtors' restructuring advisors.
GRL's Glenn Langberg served as the Debtors' chief restructuring
officer.  Mr. Langberg also oversaw the bankruptcy and sales of
Big M Inc., operator of the Mandee and Annie Sez stores.  Rust
Consulting/Omni Bankruptcy is the Debtors' claims and noticing
agent.

Salus Capital Partners LLC and Sterling National Bank have
committed to provide up to $49 million in DIP financing to the
Debtors.


KMC REAL ESTATE: Substantial Consummation Doesn't Moot Plan Appeal
------------------------------------------------------------------
The substantial consummation of a reorganization plan does not
necessarily moot an appeal, District Judge Sarah Evans Barker in
New Albany, Indiana, ruled Sept. 29 in rejecting the request of
debtors KMC Real Estate Investors, LLC, and Kentuckiana Medical
Center, LLC to dismiss the appeal by Abdul G. Buridi from the plan
confirmation orders.

According to Judge Barker, the Court must consider the
circumstances of the case to determine whether "we can grant
effective relief; specifically, whether we can fashion the prayed-
for relief without unduly burdening third parties or unraveling
the reorganization plans."

Dr. Buridi contends that because he is seeking very narrow relief,
to wit, an adjustment to the distribution of equity under the
KMCREI Plan and modification of the injunction in the KMC
Confirmation Order, the Court would be able to fashion an
appropriate remedy responsive to his objections without, in the
words of Judge Easterbrook, having to "unscramble an egg."  Dr.
Buridi contends that his appeal of the equity distribution, if
successful, would disturb only funds that have not yet been
distributed under the KMCREI Plan and would affect only parties in
interest, no third parties. Dr. Buridi further maintains that the
modification he seeks of the injunction would not be inequitable
to any other Plan participants because the portion of the
injunction he seeks to have deleted selectively protects only the
equity holders of KMCREI, and thus, would have no effect on third
parties.

According to Judge Barker, the Debtors have failed to offset Dr.
Buridi's description of his claims. They have not shown that
overturning the reorganization plans would functionally impact
anything beyond the re-allocation of money among insiders or
parties in interest. KMCREI argues that any redistribution of its
post-confirmation equity "inequitably decreases the value of the
Exit Investor's investment and exposes creditors of both KMC and
KMCREI to an increased risk of post-confirmation defaults."
However, KMCREI does not explain why this is the case or provide
any evidentiary support for its argument.

In a similarly perfunctory fashion, KMC argues only that the
presence and scope of the injunction was a material element of the
Exit Investor's commitment to fund consummation of the KMC Plan,
and thus, that any modification of the injunction could jeopardize
the Exit Investor's continued commitment to rehabilitation of the
hospital.

"In the final analysis, it is not clear from the record before us
that such eventualities are likely to occur and we cannot rely
solely on Appellees' conclusory predictions or opinions in
dismissing Dr. Buridi's claims. The relief sought by Dr. Buridi
would not, by all appearances, threaten to undo transactions
involving innocent third parties that have already occurred nor
would it otherwise undermine the foundation of either
reorganization plan. Accordingly, Appellees' motions to dismiss
are denied," Judge Barker said.

In June 2012, KMC and KMCREI first obtained confirmation of their
respective plans of reorganization, but the original plans were
never consummated. Both bankruptcy cases remained pending and upon
commencement of the KMCREI bankruptcy, investors began to evaluate
KMC and KMCREI as a packaged investment opportunity. During this
time, KMC and KMCREI continued their efforts to solicit new
investments to fund their reorganizations, but as a result of
their inability to consummate their confirmed plans, KMS's post-
petition debts continued to accrue through the hospital's normal
business operations.

Approximately one year later, in June 2013, an affiliate of RL BB
Financial, LLC, agreed to finance the debtors' exit from Chapter
11 and new plans of reorganization were proposed.

KMC's Third Amended Plan of Reorganization, among other cash
outlays, called for the Exit Investor to provide funds necessary
to satisfy nearly $6 million of post-petition administrative
priority claims against KMC.

KMCREI's Third Amended Plan of Reorganization provided for the
restructuring of RLBB's $21 million secured loan and cash payment
of $538,573.79 to Clark County, Indiana, to satisfy past due real
estate taxes.

On September 11, 2013, the Bankruptcy Court entered the Amended
Order Confirming Third Amended Plan of Reorganization in the
KMCREI bankruptcy.  The next day, the Bankruptcy Court entered the
Second Amended Order Confirming Third Amended Plan of
Reorganization as Immaterially Modified in the KMC bankruptcy.

Under the plans of reorganization, which were accepted by all
classes of creditors entitled to vote, the two debtors were to be
recapitalized, the hospital completed, the over $31 million
secured debt paid in full, the $6 million administrative claims
also paid in full, and unsecured creditors to receive a material
dividend.

Dr. Buridi and three other doctors with KI membership interests
objected to these Plans based on their concern that certain
distributions of equity set forth in the Plans to four particular
doctors who provided services or referrals to the hospital
operated by KMC were not compliant with federal healthcare laws
applicable to doctor-owned hospitals.

To address Dr. Buridi's concern, the Bankruptcy Court issued
amended confirmation orders which required that implementation and
consummation of the Plans comply with all applicable health care
laws and regulations and directed that in the event that the Exit
Investor determined that the proposed distributions to the
particular doctors in question would violate applicable federal
laws and regulations, those distributions would be modified or
eliminated to the extent necessary to be in full compliance.

Despite the addition of this provision intended to address his
concerns, Dr. Buridi appealed the KMCREI Confirmation Order on
September 25, 2013 as well as the KMC Confirmation Order on
September 26, 2013, challenging the equity distribution to the
four doctors referenced above as well as an injunction issued
pursuant to the Plans protecting equity holders of KMCREI. He did
not seek a stay of either Confirmation Order from the Bankruptcy
Court or this Court and no supersedeas bond has been posted.

Despite these appeals, KMC, KMCREI, and the Exit Investor waived
the conditions to the Effective Date of the plans in accordance
with the Confirmation Orders, and began making plan distributions
on November 7, 2013.

Between entry of the Confirmation Orders and November 7, 2013, the
Exit Investor contributed funds that allowed KMC and KMCREI to
perform the following obligations imposed by the Confirmation
Orders: (1) make $1,505,896.01 in cash payments to holders of
administrative claims against KMC; (2) issue promissory notes
totally $13,243,191.00 to holders of secured claims and
administrative claims against KMC; (3) pay $752,292.13 to Clark
County, Indiana, to satisfy taxes owed by KMC and KMCREI; (4) pay
$250,000.00 cash to holders of secured claims against KMC; (5)
reserve $500,000.00 to satisfy the claims of holders of general
unsecured claims against KMC; and (6) purchase over $100,000.00 of
equipment for the hospital.

The Exit Investor also provided nearly $1 million of additional
capital into KMC to facilitate completion of the hospital. Since
the reorganization began, KMC has entered into an emergency room
contract with EmCare, a management agreement with Galichia
Hospital Group, LLC, as well as approximately $2.6 million worth
of contracts to complete and furnish an approved 12-bed telemetry
unit. A new chief executive officer of the hospital has also been
retained to manage reorganized KMC. A new management group
identified in the KMC Plan, Galichia Hospital Group, LLC, has
assumed management of KMC's property and business operations.
Additionally, 100% of the equity in the reorganized KMC and KMCREI
is now owned by the Exit Investor.

A copy of Judge Barker's Sept. 29 Order is available at
http://is.gd/HMoUkufrom Leagle.com.

                  About KMC Real Estate Investors

Clarksville, Indiana-based KMC Real Estate Investors LLC owns
certain real property located in Clark County, Indiana, commonly
known as 4601 Medical Plaza Way, Clarksville, Indiana.  The
Company filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Ind. Case No. 11-90930) on April 1, 2011.  Gary Lynn Hostetler,
Esq., and Courtney Elaine Chilcote, Esq., at Hostetler & Kowalik,
P.C., in Indianapolis, Indiana, serve as the Debtor's bankruptcy
counsel.  The Debtor disclosed it has undetermined assets and
$24.8 million in liabilities as of the Chapter 11 filing.

Affiliate Kentuckiana Medical Center, LLC, previously sought
Chapter 11 protection (Bankr. S.D. Ind. Case No. 10-93039) on
Sept. 9, 2010.

KMC, an entity affiliated with KMCREI, was formed by
Cardiovascular Hospitals of America, LLC and Kentuckiana
Investors, LLC ("KI") to operate a for-profit, physician-owned
acute care hospital located in Clarksville.


LPATH INC: HBM Healthcare Has 19.9% Ownership as of Sept. 26
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, HBM Healthcare Investments (Cayman) Ltd.
disclosed that as of Sept. 26, 2014, it beneficially owned
4,110,338 shares of common stock of LPath, Inc., representing
19.999% of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/D40xBE

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

LPath reported a net loss of $6.56 million in 2013, a net loss of
$2.75 million in 2012 and a net loss of $3.11 million in 2011.

As of June 30, 2014, the Company had $18.40 million in total
assets, $5.26 million in total liabilities and $13.14 million in
total stockholders' equity.


MAJESTIC BUILDING: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Leesburg, Virginia-based Majestic Building Products Inc. filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 14-
13535) on Sept. 23, 2014.  Nancy D. Greene, Esq., serves as its
bankruptcy counsel.  The Debtor disclosed between $500,001 to $1
million in assets and $500,001 to $1 million in liabilities.  Its
largest unsecured creditor is ClosetMaid, which is owed $34,963.


MAR REALTY: Taps R. O'Neil as Broker for Barrio Arenas Property
---------------------------------------------------------------
Mar Realty Inc. seeks authority from the Bankruptcy Court to hire
Rogelio O'Neil as broker for its property located in Barrio
Arenas, San Juan, Puerto Rico.

The Debtor tells the Court that Mr. O'Neil has (1) marketed the
Property in accordance with establishes practices; (2) assisted
the Debtor in negotiations related to the sale of the property;
and (3) advertised and offered the property at its own expense.

The Debtor adds that Mr. O'Neil has obtained a final offer for the
Barrio Arenas Property for the agreed amount of $1,475,000.

The Debtor avers that it has filed a notice of sale of the Barrio
Arenas Property.  The notice provides that the agreed commission
to be paid out of the proceeds of the sale is 3%.
The

The broker can be reached at:

         Rogelio O'Neill
         PO BOX 368083
         San Juan, PR 00936
         Tel No: (787) 635-5719
         E-mail: crebpr@gmail.com
                 roneill3287@hotmail.com

                      About M.A.R. Realty

M.A.R. Realty Corp. filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 13-09752) on Nov. 25, 2013.  Edwin Ramos signed the
petition as president.  The Debtor disclosed $11.16 million in
total assets and $10.14 million in total liabilities.  Isabel M.
Fullana, Esq., at Garcia Arregui & Fullana PSC, serves as the
Debtor's counsel.  Hon. Mildred Caban Flores presides over the
case.


MARIAH RE: Insurer Defeats $100-Mil. 'False' Storm Report Suit
--------------------------------------------------------------
Law360 reported that a New York federal judge threw out a suit
brought by liquidators of reinsurer Mariah Re Ltd. to reel back
$100 million American Family Mutual Insurance Co. had paid to
cover storm losses, saying the severe weather event terms of
Mariah's contract with the insurer are unambiguous.  According to
the report, American Family and fellow defendants AIR Worldwide
Corp. and ISO Services Inc. had asked U.S. District Judge Richard
J. Sullivan to toss Mariah's lawsuit, which alleged that ISO
improperly revised a report about a 2011 storm to state that
metropolitan areas in Kansas were impacted, which in turn, allowed
AIR to determine that Mariah effectively owed all its money to
American Family.

The case is Mariah Re Ltd. v. American Family Mutual Insurance Co.
et al., case number 1:13-cv-04657, in the U.S. District Court for
the Southern District of New York.

Messrs. Geoffrey Varga and Jess Shakespeare of Kinetic Partners
were appointed as liquidators of Mariah Re.  They can be reached
at:

         Geoffrey Varga
         Jess Shakespeare
         KINETIC PARTNERS (CAYMAN) LIMITED
         The Harbour Centre, 42 North Church Street
         P.O. Box 10387, Grand Cayman KY1-1004
         Cayman Islands


MARINA BIOTECH: Amends Second Quarterly Form 10-Q
-------------------------------------------------
Marina Biotech, Inc., filed an amendment to its quarterly report
on Form 10-Q for the fiscal quarter ended June 30, 2014, as
originally filed with the U.S. Securities and Exchange Commission
on Aug. 19, 2014, solely to revise paragraph (a) of Item 4 of Part
I of the Quarterly Report as it relates to the conclusions of the
Company's principal executive officer and our principal financial
officer regarding the effectiveness of our disclosure controls and
procedures as of June 30, 2014.

ITEM 4 - CONTROLS AND PROCEDURES

  "(a) Disclosure Controls and Procedures.  As of the end of the
   period covered by this Quarterly Report on Form 10-Q, we
   carried out an evaluation, under the supervision and with the
   participation of our senior management, including our principal
   executive officer and our principal financial officer, of the
   effectiveness of the design and operation of our disclosure
   controls and procedures (as such term is defined in Rules 13a-
   15(e) and 15d-15(e) under the Exchange Act).  Management
   identified material weaknesses in internal control over
   financial reporting as described under the heading "Management
   Report on Internal Control" contained in Item 9A of our Annual
   Report on Form 10-K for the fiscal year ended December 31, 2013
   (the "2013 Form 10-K"), which have not been remediated, and
   therefore our principal executive officer and our principal
   financial officer concluded that, as of June 30, 2014, our
   disclosure controls and procedures were not effective.

  (b) Internal Control Over Financial Reporting.  Management has
   reported to the Board of Directors and the Audit Committee
   thereof material weaknesses described under the heading
   "Management Report on Internal Control" contained in Item 9A of
   the 2013 Form 10-K.  The material weaknesses discussed therein
   have not been remediated.  There have been no changes in our
   internal control over financial reporting or in other factors
   during the fiscal quarter ended June 30, 2014 that materially
   affected, or are reasonably likely to materially affect, our
   internal control over financial reporting.  However, our
   current and historical financial condition, loss of
   substantially all personnel, and cessation of day-to-day
   operations, particularly during the period covered by the 2013
   Form 10-K and during subsequent reporting periods, including
   the period covered by this report, have placed substantial
   pressure on our system of internal control over financial
   reporting.  With the availability of funds, we intend to put in
   place a stronger internal control process by hiring individuals
   or consultants to establish increased oversight on our
   financial reporting.

                       About Marina Biotech

Marina Biotech, Inc., headquartered in Bothell, Washington, is a
biotechnology company focused on the discovery, development and
commercialization of nucleic acid-based therapies utilizing gene
silencing approaches such as RNA interference ("RNAi") and
blocking messenger RNA ("mRNA") translation.  The Company's goal
is to improve human health through the development, either through
its own efforts or those of its collaboration partners and
licensees, of these nucleic acid-based therapeutics as well as the
delivery technologies that together provide superior treatment
options for patients.  The Company has multiple proprietary
technologies integrated into a broad nucleic acid-based drug
discovery platform, with the capability to deliver novel nucleic
acid-based therapeutics via systemic, local and oral
administration to target a wide range of human diseases, based on
the unique characteristics of the cells and organs involved in
each disease.

On June 1, 2012, the Company announced that, due to its financial
condition, it had implemented a furlough of approximately 90% of
its employees and ceased substantially all day-to-day operations.
Since that time substantially all of the furloughed employees have
been terminated.  As of Sept. 30, 2012, the Company had
approximately 11 remaining employees, including all of its
executive officers, all of whom are either furloughed or working
on reduced salary.  As a result, since June 1, 2012, its internal
research and development efforts have been minimal, pending
receipt of adequate funding.

As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as
the principal accountants for Marina Biotech, Inc., and Wolf &
Company, P.C., had been engaged as replacement.

In 2013, the Company incurred a net loss of $1.57 million on $2.11
million of license and other revenue, compared to a net loss of
$9.54 million on $4.21 million of license and other revenue in
2012.

The Company's balance sheet at June 30, 2014, $11.10 million in
total assets, $14.43 million in total liabilities and a $3.32
million total stockholders' deficit.


MASHANTUCKET (WESTERN): S&P Lowers ICR to 'SD' on Missed Payments
-----------------------------------------------------------------
Standard & Poor's Ratings Services, on Oct. 3, 2014, said it
lowered its issuer credit rating on Mashantucket, Conn.-based
casino operator Mashantucket (Western) Pequot Tribe to 'SD' from
'CC.'

At the same time, S&P affirmed its 'CCC-' issue-level ratings on
the Tribe's senior secured credit facilities.

"The downgrade reflects Mashantucket's inability to make full and
timely interest payments to its junior debtholders on Sept. 30,
2014 because it received a blocking notice from senior lenders,"
said Standard & Poor's credit analyst Carissa Schreck.

Because Mashantucket failed to comply with certain financial
covenants under its senior credit facility at the June 30, 2014
test date, senior lenders exercised their rights to block interest
payments to junior debtholders in order to preserve liquidity for
themselves.  Under the terms of the current agreements,
Mashantucket is allowed to accrue or pay in kind junior payments
until the blocking notice is waived by senior lenders.  Although
S&P continues to expect Mashantucket to remain current on the
interest and principal payments on its senior credit facility, and
although accruing and paying in kind junior debt service do not
constitute events of default under Mashantucket's agreements, S&P
considers the failure to make full and timely interest payments on
all pieces of Mashantucket's capital structure to be a default
under S&P's criteria.


MCCLATCHY CO: Sells 25.6% Stake in Cars.Com to Gannett
------------------------------------------------------
The McClatchy Company said that it and the remaining partners in
Classified Ventures, LLC (CV) completed the sale of their entire
stakes in CV to Gannett Co., Inc. (Gannett) for a price that
values CV at $2.5 billion.  The definitive agreement to sell the
ownership stakes was originally announced on Aug. 5, 2014.

CV was a joint venture among McClatchy, Gannett, Tribune Media
Company, Graham Holdings Company and A. H. Belo Corporation.
McClatchy owned 25.6% of CV, the primary asset of which is the
online car shopping website Cars.com.

Gross proceeds to the selling partners were $1.8 billion.
Proceeds to McClatchy, net of transaction costs, were $631.8
million.  According to the sale agreement, $25.6 million of the
net proceeds received by McClatchy are to be held in escrow until
Oct. 1, 2015.  Prior to the transaction closing CV distributed
approximately $6.0 million to McClatchy related to cash
accumulated from earnings of CV.

After-tax proceeds are anticipated to be approximately $406
million.  McClatchy expects to record a gain on the sale of its
interest in CV in the fourth quarter of 2014 and anticipates
paying transaction-related taxes in the first quarter of 2015.

Effective Oct. 1, 2014, McClatchy, Tribune Publishing Company, The
Washington Post and A. H. Belo entered into new, five-year
affiliate agreements with Cars.com that allow each company to
continue to sell Cars.com products and services exclusively in
their local markets.  The affiliate agreements increase the
wholesale rate at which the affiliates purchase Cars.com products.

McClatchy noted that under its bond indenture for its 2022 senior
secured notes it is required to offer the after-tax proceeds from
this transaction - to the extent that they are not reinvested
within 365 days of the closing of the transaction - in an offering
to repurchase those bonds at par.

Moelis & Company acted as the financial advisor and Skadden, Arps,
Slate, Meagher & Flom acted as legal advisor to the selling
partners on the transaction.

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The Company reported net income of $18.80 million for the year
ended Dec. 29, 2013, as compared with a net loss of $144,000 for
the year ended Dec. 30, 2012.

The Company's balance sheet at June 29, 2014, showed $2.68 billion
in total assets, $2.36 billion in total liabilities and $318.93
million in stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.

As reported by the TCR on April 2, 2014, Standard & Poor's Ratings
Services affirmed all ratings on U.S. newspaper company The
McClatchy Co., including the 'B-' corporate credit rating, and
revised the rating outlook to stable from positive.  The outlook
revision to stable reflects S&P's expectation that the
timeframe for a potential upgrade lies beyond the next 12 months,
and could also depend on the company realizing value from its
digital minority interests.


MEMPHIS BELL: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------
Memphis Bell LLC filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Tenn. Case No. 14-29916) on Sept. 24, 2014, claiming
to have $1 million to $10 million in assets as well as in
liabilities.

Ryan Poe, staff writer at the Memphis Business Journal, relates
that the Debtor's assets include the Oakshire Apartments at 1717
Crimson, which was assessed for tax purposes at almost $2 million.
The Debtor bought the apartments in January 2012 for $2.3 million.
According to its list of unsecured creditors, the Debtor owes
Memphis almost $104,000 in back taxes, as well as more than
$99,000 to Shelby County.

Eugene G. Douglass, Esq., who has an office in Bartlett,
Tennessee, serves as the Debtor's bankruptcy counsel.

Memphis-based Memphis Bell LLC is managed by Victor Hugo Torres.


MILLER AUTO: Committee Selects Kane Russell as Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditor for the cases of
Miller Auto Parts & Supply Company Inc. and its debtor-affiliates
asks the Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for
the Northern District of Georgia for authority to retain Kane
Russell Coleman & Logan as its counsel.

The firm will:

  a) provide the Committee with legal advice concerning its
     duties, powers and rights in relation to the Debtors and the
     administration of these jointly administered cases;

  b) assist the Committee in the investigation of the acts,
     conduct, assets, and liabilities of the Debtors, and any
     other matters relevant to the case or to the formulation of a
     plan of reorganization;

  c) aid the Committee with the assistance of the Debtors in the
     formulation of a plan of reorganization, or if appropriate,
     to formulate the Committee's own plan of reorganization;

  d) take such actions as is necessary to preserve and protect the
     rights of all unsecured creditors of the Debtors;

  e) prepare on behalf of the Committee all necessary
     applications, pleadings, adversary proceedings, answers,
     reports, orders, responses, and other legal documents;

  f) conduct appropriate discovery and investigation into the
     Debtors' operations, valuation of assets, lending
     relationships, management, and causes of action; and

  g) perform all other legal services which may be necessary and
     in the best interest of the unsecured creditors of the
     Debtors' estates.

The firm's professionals and their standard hourly rates:

     Professionals                 Hourly Rates
     -------------                 ------------
     Joseph M. Coleman, Esq.       $535
     Jason B. Binford, Esq.        $375
     John J. Kane, Esq.            $295

     Directors                     $350-$600
     Associates                    $240-$385
     Paralegals                    $125-$190
     Information Data              $125-$135
      Professionals

The Committee assures the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

  Joseph M. Coleman, Esq.
  Jason B. Binford, Esq.
  John J. Kane, Esq.
  KANE RUSSELL COLEMAN & LOGAN
  3700 Elm St.
  Dallas, TX 75201
  Tel: (214)-777-4200
  Fax: (214)-777-4299
  Email: jcoleman@krcl.com
         jbinford@krcl.com
         jkane@krcl.com

                      About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No. 14-
68113.  The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and
Logan & Co. as claims and noticing agent.


MILLER AUTO: Wants to Hire Huron Transaction as Investment Banker
-----------------------------------------------------------------
Miller Auto Parts & Supply Company Inc. and its debtor-affiliates
ask the Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia for permission to employ Huron
Transaction Advisory as their investment banker.

The firm will:

  a) assist the Debtors in negotiating with various stakeholders,
     including, but not limited to, their senior lender, other
     debt holders, and shareholders, in regard to the possible
     financial restructuring of existing claims and equity;

  b) maintain and update an offering memorandum prepared
     previously describing the Debtors, their historical
     performance and prospects, including existing contracts,
     marketing and sales, labor force and management, and
     anticipated financial results;

  c) assist the Debtors in continuing to develop and augment a
     list of suitable potential buyers previously generated who
     may be contacted on a discreet and confidential basis;

  d) coordinate the execution of confidentiality agreements for
     potential buyers wishing to review the offering memorandum;

  e) assist the Debtors in coordinating site visits for interested
     buyers and working with the management team to develop
     appropriate presentations for such visits;

  f) solicit and analyze competitive offers from potential buyers
     as authorized by the Debtors in each instance;

  g) advise and assist the Debtors in structuring the transaction
     and negotiate the transaction agreements; and

  h) assist the Debtors, their attorneys and accountants, as
     necessary, through closing on a best efforts basis.

The Debtors say the firm will be paid in this manner:

   i. Initial Fee:

      An initial Fee equal to $100,000 was paid to Huron
      Consulting Services LLC prior to the Petition Date in
      connection with the pre-petition engagement, and this would
      be credited against any Sale Fees due under the upon
      execution of the Engagement Agreement.

  ii. Monthly Fees:

      Monthly fees of $20,000 per month payable on or before the
      last day of each month during the term of the engagement
      agreement beginning on Sept. 30, 2014.  The total of all
       Monthly Fees will be credited against any Sale Fees
       payable to the firm.

  iii. Sale Fee:

       Upon the consummation of a Sale Transaction, the Debtors
       will pay the firm a fee at, and as a condition of, closing
       of such transaction, equal to 4% of the Transaction Value.

   iv. Expenses:

       The firm has agreed not to seek reimbursement of its
       expenses in connection with its engagement by the Debtors.

David Bitterman, manager director of the firm, assured the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

  David Bitterman
  HURON TRANSACTION ADVISORY LLC
  599 Lexington Avenue, 25th Floor
  New York, NY 10022
  Tel: (212) 785-1900
  Fax: (212) 785-1313
  E-mail: dbitterman@huronconsultinggroup.com

                      About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No. 14-
68113.  The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and
Logan & Co. as claims and noticing agent.


MILLER AUTO: Court Approves McNees Wallace as Special Counsel
-------------------------------------------------------------
The Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized Miller Auto Parts & Supply
Company Inc. and its debtor-affiliates to employ McNees Wallace &
Nurick LLC as their special counsel to continue to assist the
Debtors with real estate issues as well as to assist with general
corporate and tax related matters.

The firm's attorneys will charge between $190 and $520 per hour
and its legal assistants will bill between $135 and $225 per hour.

The Debtors told the Court that the Firm received payments of
$1,333 on Aug. 4, 2014, and $12,024 on Aug. 14, 2014, and $4,480
on Sept. 8, 2014.  The payments were made for services rendered to
the Debtors and were made in the ordinary course of business.

Timothy R. Deckert, Esq., member of the firm, assured the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

   Timothy R. Deckert, Esq.
   MCNEES WALLACE & NURICK LLC
   100 Pine St. #5
   Harrisburg, PA 17101
   Tel: 717-232-8000
   Fax: 717-237-5300
   Email: tdeckert@mwn.com

                      About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No. 14-
68113.  The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and
Logan & Co. as claims and noticing agent.


NATROL INC: Bankrupt Vitamin Maker Aims for November Auction
------------------------------------------------------------
Law360 reported that nutritional supplement maker Natrol Inc. on
Monday asked a Delaware bankruptcy judge to bless a slate of bid
procedures establishing a timetable for a Section 363 sale,
including a November auction of the company's assets.  According
to the report, the proposed sale procedures represent one prong of
Natrol's ?dual track? restructuring strategy, and would give the
Los Angeles-based outfit until the end of October to select a
stalking horse bidder for a planned Nov. 10 auction.

                        About Natrol, Inc.

Headquartered in Chatsworth, Calif., Natrol, Inc. --
http://www.natrol.com-- is a wholly owned subsidiary of Plethico
Pharmaceuticals Limited.  Plethico Pharmaceuticals Limited (BSE:
532739. BO: PLETHICO) engages in the manufacturing, marketing and
distribution of pharmaceutical and allied healthcare products
around the world.  Natrol products are made in the U.S.
Established in 1980, Natrol, Inc. has been a global leader in the
nutrition industry, and a trusted manufacturer and marketer of a
superior quality of herbs and botanicals, multivitamins, specialty
and sports nutrition supplements made to support health and
wellness throughout all ages and stages of life.  Natrol products
are available in health food stores, drug and grocery stores, and
mass-market retailers, and through Natrol.com and other online
retailers.  Natrol distributes products nationally through more
than 54,000 retailers as well as internationally in over 40 other
countries through distribution partners.

Natrol, Inc., and its six affiliates sought bankruptcy protection
on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.).  The case is
assigned to Judge Brendan Linehan Shannon.  The Debtors are
represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq.,
at GIBSON, DUNN & CRUTCHER LLP, in Los Angeles, California; and
Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J.
Bambrick, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware.  The Debtors' Claims and Noticing Agent is
EPIQ SYSTEMS INC.

The Debtors requested that the Court approve the employment of (i)
Jeffrey C. Perea of the firm Conway MacKenzie Management Services,
LLC as chief financial officer and for CMS to provide temporary
employees to assist Mr. Perea in carrying out his duties; (ii)
Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda &
Williamson LLP as chief restructuring officer and for CMS to
provide temporary employees to assist Mr. Milner in carrying out
his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as
tax services provider.

The U.S. Trustee for Region 3 on June 19 appointed five creditors
of Natrol, Inc. to serve on the official committee of unsecured
creditors.  The Committee tapped to retain Otterbourg P.C. as lead
counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii)
CMAG as financial advisors.

The Debtors reported total assets of $83,932,462 and total
liabilities of $87,174,387.


NATROL INC: Plans to Sell Assets or Refinance Debt
--------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Natrol Inc. asked U.S. Bankruptcy Judge
Brendan Linehan Shannon in Wilmington, Del., to approve procedures
governing the sale of its assets despite not having a buyer in
contract to purchase the company.  According to the report, the
sale is in line with the settlement entered between Natrol's
secured lender, Cerberus Business Finance LLC, and the Official
Committee of Unsecured Creditors, which requires Natrol to sell
its assets or refinance the more than $68.8 million Cerberus debt.

The report related that under the proposed schedule, anyone
wishing to be the so-called stalking horse will have until Oct. 30
to comply with specified requirements, while competing bids are
due Nov. 6 for a Nov. 10 auction and Nov. 12 sale-approval
hearing.  The sale must be completed by Dec. 15, the report added.

                        About Natrol, Inc.

Headquartered in Chatsworth, Calif., Natrol, Inc. --
http://www.natrol.com-- is a wholly owned subsidiary of Plethico
Pharmaceuticals Limited.  Plethico Pharmaceuticals Limited (BSE:
532739. BO: PLETHICO) engages in the manufacturing, marketing and
distribution of pharmaceutical and allied healthcare products
around the world.  Natrol products are made in the U.S.
Established in 1980, Natrol, Inc. has been a global leader in the
nutrition industry, and a trusted manufacturer and marketer of a
superior quality of herbs and botanicals, multivitamins, specialty
and sports nutrition supplements made to support health and
wellness throughout all ages and stages of life.  Natrol products
are available in health food stores, drug and grocery stores, and
mass-market retailers, and through Natrol.com and other online
retailers.  Natrol distributes products nationally through more
than 54,000 retailers as well as internationally in over 40 other
countries through distribution partners.

Natrol, Inc., and its six affiliates sought bankruptcy protection
on June 11, 2014 (Case No. 14-11446, Bankr. D. Del.).  The case is
assigned to Judge Brendan Linehan Shannon.  The Debtors are
represented by Robert A. Klyman, Esq., and Samuel A. Newman, Esq.,
at GIBSON, DUNN & CRUTCHER LLP, in Los Angeles, California; and
Michael R. Nestor, Esq., Maris J. Kandestin, Esq., and Ian J.
Bambrick, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware.  The Debtors' Claims and Noticing Agent is
EPIQ SYSTEMS INC.

The Debtors requested that the Court approve the employment of (i)
Jeffrey C. Perea of the firm Conway MacKenzie Management Services,
LLC as chief financial officer and for CMS to provide temporary
employees to assist Mr. Perea in carrying out his duties; (ii)
Stephen P. Milner of the firm Squar, Milner, Peterson, Miranda &
Williamson LLP as chief restructuring officer and for CMS to
provide temporary employees to assist Mr. Milner in carrying out
his duties; (iv) BDO USA, LLP as auditor; (v) TaxGroup Partners as
tax services provider.

The U.S. Trustee for Region 3 on June 19 appointed five creditors
of Natrol, Inc. to serve on the official committee of unsecured
creditors.  The Committee tapped to retain Otterbourg P.C. as lead
counsel; (ii) Pepper Hamilton LLP as Delaware counsel; and (iii)
CMAG as financial advisors.


NE OPCO: Seeks Extension of Exclusive Periods Until 2015
--------------------------------------------------------
NE Opco, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive period to file a
Chapter 11 plan to Jan. 5, 2015, and their exclusive period to
solicit acceptances of that plan to March 2, 2015.

The Debtors said they need the additional time to complete the
evaluation of their financial standing and the proofs of claim
filed to determine the appropriate steps for brining closure to
their Chapter 11 cases, through either a plan or otherwise.

A hearing on the extension request is scheduled for Nov. 18, 2014,
at 3:00 p.m. (EST).  Objections are due Oct. 20.

                       About NE OPCO, Inc.

National Envelope is the largest privately-held manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the 2013 case, the company tapped the law firm Richards, Layton
& Finger as counsel, PricewaterhouseCoopers LLP as financial
adviser, and Epiq Bankruptcy Solutions as claims and notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP's Laura Davis Jones, Esq.,
Bradford J. Sandier, Esq., Robert J. Feinstein, Esq., and Peter J.
Keane, Esq.  Guggenheim Securities, LLC, serves as its investment
banker and financial advisor.

National Envelope won court approval on July 19, 2013, for a
global settlement permitting a sale of the company without
objection from the official unsecured creditors' committee.  The
settlement ensures some recovery for unsecured creditors.  The
Company also won final approval for $67.5 million in bankruptcy
financing being supplied by Salus Capital Partners LLC.

Judge Christopher Sontchi authorized three buyers to acquire
National Envelope's business for a total of about $70 million.
Connecticut-based printer Cenveo Inc. acquired National Envelope's
operating assets for $25 million, Hilco Receivables LLC picked up
accounts receivable for $25 million and Southern Paper LLC took on
its inventory for $15 million.


NUVILEX INC: CFO & Other Officers and Directors Resign
------------------------------------------------------
Patricia Gruden resigned from her positions as chief financial
officer, treasurer, secretary, member of the Board and Chairman of
the Board of Nuvilex, Inc., effective as of Oct. 1, 2014,
according to a regulatory filing with the U.S. Securities and
Exchange Commission.

In connection with her departure, the Company entered into the
Gruden Consulting Agreement with Mrs. Gruden pursuant to which she
agreed to provide the Company with consulting services and agreed
to certain customary restrictive covenants, including non-
competition and confidentiality.  Ms. Gruden will receive cash
compensation of $10,000 per month.  The Gruden Consulting
Agreement may be terminated by the Company upon 30 days' notice,
and otherwise expires on Sept. 30, 2016.  The Company also entered
into the Gruden Option Agreement with Mrs. Gruden pursuant to
which the Company granted Ms. Gruden an option to purchase up to
10,000,000 shares of the Company's common stock, par value
$0.0001, at an exercise price of $0.19 per share.  The Gruden
Option Agreement terminates and the option is forfeited if the
Company terminates the Gruden Consulting Agreement for Cause, if
Mrs. Gruden breaches any of the restrictive covenants under the
Gruden Consulting Agreement or if Mrs. Gruden fails to provide the
consulting services required by the Gruden Consulting Agreement.

Robert Bowker

Robert Bowker resigned from his position as a member of the board
of directors of the Company effective as of Oct. 1, 2014.

Timothy Matula

Effective as of Oct. 1, 2014, Timothy Matula resigned from his
position as president of Medical Marijuana Sciences, Inc., a
subsidiary of the Company, and as a director of the Company.

In connection with his departure, the Company entered into the
Matula Consulting Agreement with Mr. Matula pursuant to which he
agreed to provide the Company with consulting services and agreed
to certain customary restrictive covenants, including non-
competition and confidentiality.  Mr. Matula will receive cash
compensation of $10,000 per month.  The Matula Consulting
Agreement may be terminated by the Company upon 30 days' notice
and expires on Sept. 30, 2016.  The Company also entered into the
Matula Option Agreement with Mr. Matula pursuant to which the
Company granted Mr. Matula an option to purchase up to 10,000,000
shares of Common Stock at an exercise price of $0.19 per share.
The Matula Option Agreement terminates and the option is forfeited
if the Company terminates the Matula Consulting Agreement for
Cause, if Mr. Matula breaches any of the restrictive covenants
under the Matula Consulting Agreement or if Mr. Matula fails to
provide the consulting services required by the Matula Consulting
Agreement.

Richard M. Goldfarb

On Sept. 30, 2014, Richard M. Goldfarb resigned from his position
as a member of the Board of the Company to be effective at a time
to be determined by the chief executive officer of the Company.

In connection with his anticipated departure, the Company entered
into the Goldfarb Consulting Agreement with Mr. Goldfarb pursuant
to which he agreed to provide the Company with consulting services
and agreed to certain customary restrictive covenants, including
non-competition and confidentiality.  The compensation Mr.
Goldfarb will receive under the Goldfarb Consulting Agreement is
the option granted pursuant to the Goldfarb Option Agreement.  The
Goldfarb Consulting Agreement may be terminated by the Company
upon 30 days' notice and expires on Sept. 30, 2015.  The Company
also entered into the Goldfarb Option Agreement with Mr. Goldfarb
pursuant to which the Company granted Mr. Goldfarb an option to
purchase up to 5,000,000 shares of Common Stock at an exercise
price of $0.19 per share.  The Goldfarb Option Agreement
terminates and the option is forfeited if the Company terminates
the Goldfarb Consulting Agreement for Cause, if Mr. Goldfarb
breaches any of the restrictive covenants under the Goldfarb
Consulting Agreement or if Mr. Goldfarb fails to provide the
consulting services required by the Goldfarb Consulting Agreement.

Amendments to Bylaws

On Oct. 1, 2014, the Board adopted Amendment No. Two to the Bylaws
of Nuvilex, Inc.  The Amendment revises the notice requirements
for a director to call a special meeting of the Board and provides
that the Company can accept contracts for services to be performed
as consideration for issuances of Common Stock.

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.

Nuvilex incurred a net loss of $1.59 million on $12,160 of product
sales for the 12 months ended April 30, 2013, as compared with a
net loss of $1.89 million on $66,558 of total revenue during the
prior year.

The Company's balance sheet at July 31, 2014, showed $8.19 million
in total assets, $371,386 in total liabilities and $7.82 million
in total stockholders' equity.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended April 30, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a
going concern.


PROVIDENCE SERVICE: Moody's Assigns B1 Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
("CFR") and B1-PD Probability of Default Rating to The Providence
Service Corporation ("PRSC"), a publicly-traded, Tucson-based
social services provider. Moody's also assigned a B3 rating to
PRSC's proposed $200 million senior unsecured notes. PRSC plans to
use proceeds from the notes, revolver borrowings, and an expanded
term loan to help fund the $400 million acquisition of Matrix
Medical Network ("Matrix"), a provider of health risk assessments.
Moody's also assigned PRSC an SGL-2 Speculative Grade Liquidity
rating. The rating outlook is stable.

Moody's assigned the following ratings to The Providence Service
Corporation:

Corporate Family Rating - B1

Probability of Default Rating - B1-PD

Senior Unsecured Regular Bond/Debenture - B3, LGD5

Speculative Grade Liquidity Rating - SGL-2

Outlook is Stable

Summary Rating Rationale

PRSC's B1 CFR reflects the company's good scale, business,
geographic, and customer diversity, and improved profitability
that will result from combining 2014's Ingeus and Matrix
acquisitions with the company's existing operations. Moody's
expects PRSC to generate meaningfully positive cash flow despite
high leverage of about 4.8x Moody's-adjusted debt-to-EBITDA. These
factors help offset uncertainties posed by the variability of
budgetary policies of state and federal institutions, which
constitute the vast majority of PRSC's customer base. The company
benefits from leading positions in its human services mission,
which is realized through four rather disparate businesses serving
non-emergency medical transportation, social services counseling,
welfare-to-work programs, and healthcare risk assessments. Within
the first two of those services (the company's core, legacy
business), PRSC has enjoyed long-term payer relationships, high
contract renewal rates and, more recently, robust new contract
wins.

Welfare-to-work and health risk assessment services are added
through the early- and late-2014 acquisitions of Ingeus and
Matrix, respectively. Both businesses generate meaningfully higher
profitability than PRSC's legacy businesses, which have had a mid-
single-digit EBITDA margin. The consolidated company has good
liquidity and strong free cash flows -- in the high single digits
as a percentage of total debt. The ratings benefit from Moody's
expectations for continued organic growth, increases to Medicaid
enrollment levels due to favorable demographics, the realization
of revenues and cash flows from new contract wins across the U.S.
in late 2013 and into the first half of 2014, and higher
profitability resulting from the recent acquisitions. Conversely,
the rating reflects PRSC's modest operating margins and high payer
concentration. There is, moreover, the persistent risk that state
and federal government payers will cut Medicaid and other
healthcare-service cuts and that such cuts could negatively impact
PRSC's performance over the near term. The ratings also take into
account event risks given the company's penchant for debt-financed
acquisitions.

PRSC's SGL-2 liquidity rating reflects the company's track record
of generating good free cash flows and building healthy cash
balances. Moody's expect the company, although operating under
higher leverage as a result of the Matrix purchase, will be able
to generate annual free cash flows averaging better than $50
million over the intermediate term.

The stable rating outlook reflects Moody's expectations that PRSC
will integrate the Ingeus and Matrix acquisitions successfully,
and that the company will generate modest revenue growth and
strong cash flows, and maintain debt-to-EBITDA leverage in a mid-
4x range as it pursues acquisitions.

The ratings could be upgraded if continued top-line and profit
growth and a commitment to conservative fiscal posture lead to
sustained debt-to-EBITDA leverage below 3.5x.

The ratings may be downgraded if the company's operating
performance and profitability fall substantially, such that free-
cash-flow-to-debt and debt-to-EBITDA weaken to the low-single-
digit percentages and above 5.5x, respectively. PRSC's ratings
could also be downgraded if liquidity deteriorates.

Business Profile

Providence Service Corporation (PRSC), headquartered in Tucson,
Arizona, provides home- and community-based social services,
health risk assessments, and non-emergency transportation (NET)
services management to government-sponsored clients under programs
such as welfare, juvenile justice, Medicaid, and corrections. A
publicly traded company, PRSC does not own or operate beds,
treatment facilities, hospitals or group homes, preferring to
provide services in the client's own home or other community
setting. Pro-forma for two large acquisitions pursued in 2014,
PRSC's Moody's-anticipated revenues are $1.7 billion, a roughly
51% increase over 2013.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


PVA APARTMENTS: Seeks Continuance of Automatic Stay
---------------------------------------------------
PVA Apartments LLC asks the U.S. Bankruptcy Court for the Northern
District of California, Oakland Division, to issue an order
continuing the automatic stay under Section 362(a) of the
Bankruptcy Code as to all creditors for the duration of the
Chapter 11 proceeding or until the time the stay is terminated.
Alternatively, the Debtor asks the Court to issue an order
confirming that the automatic stay will terminate under Section
362(c)(3) only as to already pending actions taken against the
Debtor or property of the estate in the previous bankruptcy case.

Under Section 362(c)(3), if a single or joint case of the debtor
was pending within the preceding 1-year period but was dismissed,
the stay under subsection (a) will terminate with respect to the
debtor on the 30th day after the filing of the later case.  The
Debtor says it previously filed a Chapter 11 petition, which was
dismissed on Oct. 29, 2013, for failure to file the balance of
schedules of assets and liabilities on or before the date set by
the Court.

Sydney Jay Hall, Esq., at Law Office of Sydney Jay Hall, in
Burlinggame, California, asserts that on the motion of a party in
interest for continuation of the automatic stay and upon notice
and a hearing, the court may extend the stay in particular cases
as to any or all creditors after notice and a hearing completed
before the expiration of the 30-day period only if the party in
interest demonstrates that the filing of the later case is in good
faith as to the creditors to be stayed.  Mr. Hall says the present
case was filed in good faith, even though the prior case was
dismissed because the Debtor?s attorney sought to obtain a
forbearance agreement which creditors negotiated and ultimately
could not resolve through Debtor?s previous bankruptcy counsel.

PVA Apartments LLC sought Chapter 11 bankruptcy protection (Bankr.
N.D. Cal. Case No. 14-43966) in Oakland on Sept. 29, 2014, without
stating a reason.

The Oakland-based debtor estimated $10 million to $50 million in
assets and less than $10 million in debt.

The Debtor has tapped the Law Offices of Sydney Jay Hall, in
Burlingame, California, as counsel.  The case is assigned to Judge
Roger L. Efremsky.

According to the docket, the meeting of creditors under 11 U.S.C.
Sec. 341(a) is slated for Oct. 27, 2104.  The deadline for filing
claims against the Debtor is Jan. 26, 2015.

No documents other than the bankruptcy petition were filed by the
Debtor on the Petition Date.


QUICKSILVER RESOURCES: S&P Lowers CCR to 'CCC-'; Outlook Neg.
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Quicksilver Resources Inc. to 'CCC-' from 'CCC+'.
The outlook is negative.

At the same time, S&P lowered the issue-level rating on the
company's secured debt to 'CCC-' from 'CCC+'.  The recovery rating
on this debt is '4', indicating S&P's expectation for average (30%
to 50%) recovery to creditors if a payment default occurs.

S&P also lowered the issue-level rating on Quicksilver's unsecured
and subordinated debt to 'C' from 'CCC-'.  The recovery rating on
this debt is '6', indicating S&P's expectation for negligible (0%
to 10%) recovery to creditors if a payment default occurs.

"The downgrade reflects our view that Quicksilver could undertake
a distressed exchange for its $350 million subordinated notes due
2016 within the next six months," said Standard & Poor's credit
analyst Carin Dehne-Kiley.

Currently, if more than $100 million of the subordinated debt
remains outstanding on Oct. 1, 2015, any amounts outstanding on
Quicksilver's first-lien credit facilities come due on Oct. 1,
2015, and the company's second lien debt would become due on
Jan. 1, 2016.  As of June 30, 2014, Quicksilver had $35 million
outstanding on its combined credit facilities (with a borrowing
base of $325 million), and $825 million of second-lien debt.
Quicksilver recently hired a strategic alternatives officer to
assist the company in exploring, evaluating, and implementing
strategic and tactical initiatives.  S&P believes the company will
take whatever steps it can to address the subordinated debt,
including a potential distressed exchange.

S&P considers an exchange offer as distressed, or tantamount to
default, if (1) the offer, in S&P's view, implies the investor
will receive less value than the promise of the original
securities and (2) the offer, in S&P's view, is distressed rather
than purely opportunistic.  Per S&P's criteria, it would value an
offer at less than the original promise if the amount offered is
less than the original par amount, the interest rate is lower than
the original yield, or if the new securities' maturities extend
beyond the original, among other factors, without offsetting
compensation.

S&P's ratings on Quicksilver incorporate its assessment of the
company's "vulnerable" business risk and "highly leveraged"
financial risk and the application of S&P's 'CCC' criteria in
light of what it views as the company's unsustainable leverage and
"weak" liquidity.

The negative outlook reflects the possibility that Quicksilver
could undertake a distressed exchange over the next six months,
absent a potential strategic transaction or capital infusion.

S&P could lower the rating if Quicksilver announced its intention
to undertake a distressed exchange, or if it believed a default
was inevitable.

S&P could raise the rating if Quicksilver were able to extend its
first- and second-lien debt maturities, which would most likely
occur if the company were able to successfully complete a
strategic transaction and pay down or restructure its subordinated
debt.


REMGRIT REALTY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Remgrit Realty, Inc.
        323 North Avenue
        Bridgeport, CT 06606

Case No.: 14-51542

Chapter 11 Petition Date: October 3, 2014

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Hon. Alan H.W. Shiff

Debtor's Counsel: Matthew K. Beatman, Esq.
                  ZEISLER & ZEISLER, P.C.
                  10 Middle Street, 15th Floor
                  Bridgeport, CT 06604
                  Tel: (203) 368-4234
                  Email: MBeatman@zeislaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Salvatore DiNardo, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb14-51542.pdf


RESTORGENEX CORP: Signs Indemnification Pacts with D&Os
-------------------------------------------------------
RestorGenex Corporation entered into an indemnification agreement
with each of its directors and officers pursuant to which the
Company agreed to indemnify its directors and officers against
expenses, judgments, penalties, fines, settlements and other
amounts actually and reasonably incurred, including expenses of a
derivative action, in connection with an actual or threatened
proceeding if any of them may be made a party because he or she is
or was a directors or officer of the Company, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.

The Company will be obligated to pay these amounts only if the
director or officer acted in good faith and in a manner that he or
she reasonably believed to be in or not opposed to the best
interests of the Company.  With respect to any criminal
proceeding, the Company will be obligated to pay these amounts
only if the director or officer had no reasonable cause to believe
his or her conduct was unlawful.  The Indemnification Agreements
also set forth procedures that will apply in the event of a claim
for indemnification.

Meanwhile, at a meeting held on Oct. 1, 2014, the Board of
Directors of the Company adopted Amended and Restated Bylaws of
the Company, to be effective immediately upon their adoption by
the Board.  Upon their effectiveness, the Amended and Restated
Bylaws replace and supersede in their entirety the then existing
Bylaws of the Company.

A copy of the Amended and Restated Bylaw is available for free at:

                        http://is.gd/yok3jF

                         About RestorGenex

RestorGenex Corporation operates as a biopharmaceutical company.
It focuses on dermatology, ocular disease, and women's health
areas.  The company was formerly known as Stratus Media Group,
Inc., and changed its name to RestorGenex Corporation in March
2014.  RestorGenex Corporation is based in Los Angeles,
California.

Restorgenex reported a net loss of $2.45 million in 2013 following
a net loss of $6.85 million in 2012.  As of June 30, 2014, the
Company had $54.52 million in total assets, $9.23 million in total
liabilities and $45.29 million in total stockholders' equity.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that RestorGenex Corporation has suffered recurring
losses and has negative cash flow from operations.  These
conditions raise substantial doubt as to the ability of
RestorGenex Corporation to continue as a going concern.


REVEL AC: Consumer Privacy Ombudsman Replaced
---------------------------------------------
BankruptcyData reported that Roberta A. DeAngelis, the U.S.
Trustee assigned to the Revel AC case, replaced Luis Salazar,
Esq., as consumer privacy ombudsman for Revel, with Bonnie Glantz
Fatell.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.


REVEL AC: Florida Developer Moves to Block Sale
-----------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
Florida-based real-estate developer Glenn Straub has filed court
papers objecting to the results of the auction of Atlantic City,
N.J.'s Revel Casino Hotel, and is requesting a "new, open and
transparent" auction directed by an independent trustee.
According to the report, in his objection, Mr. Straub and his
investment vehicle, Polo North Country Club Inc., accused Revel of
failing to disclose information about competing bids, conducting
much of the auction behind closed doors and making "on the fly
alterations to deadlines and procedures to assure a successful bid
other than Polo."

As previously reported by The Troubled Company Reporter, citing
The Wall Street Journal, reported that Brookfield Property
Partners has won the auction for the Revel Casino Hotel with a bid
of $100 million in cash.  Mr. Straub was the stalking horse bidder
with a $94 million bid.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. and five of its affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-22654) on June 19,
2014, to pursue a quick sale of the assets.

The Chapter 11 cases are assigned to Judge Gloria M. Burns.  The
Debtors' Chapter 11 cases are jointly consolidated for procedural
purposes.

Revel AC estimated assets ranging from $500 million to $1 billion,
and the same amount of liabilities.

White & Case, LLP, and Fox Rothschild, LLP, serve as the Debtors'
Counsel, and Moelis & Company, LLC, is the investment banker.  The
Debtors' solicitation and claims agent is Alixpartners, LLP.

The prepetition first lenders are represented by Cadwalader,
Wickersham & Taft LLP.  The prepetition second lien lenders are
represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.  The
DIP agent is represented by Milbank, Tweed, Hadley & McCloy LLP.

This is Revel AC's second trip to bankruptcy.  The company first
sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-
16253) on March 25, 2013, with a prepackaged plan that reduced
debt by $1.25 billion.  Less than two months later on May 15,
2013, the 2013 Plan was confirmed and became effective on May 21,
2013.


RUE 21 INC: S&P Retains 'B-' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its anchor
score on Rue 21 Inc. to 'b-' from 'b'.  S&P chose the lower of the
b/b- anchor score based on the company's "weak" business risk
profile and "highly leveraged" financial risk profile, including
its weaker credit metrics compared with peers.  S&P also revised
the comparable rating analysis modifier to neutral from negative.
S&P's ratings on Rue 21, including the 'B-' corporate credit
rating, are unchanged.  The outlook is stable.

The stable outlook reflects S&P's view that Rue 21's liquidity
will remain "adequate" over the next year.  S&P believes that the
company's operating performance will moderately improve in the
next few quarters with tighter inventory control and better
merchandising.  The outlook also incorporates S&P's view that
credit metrics will improve modestly over the next 12 months from
current levels, including debt to EBITDA in low 6x at the end of
fiscal 2014.

S&P could lower the rating if merchandise missteps or weak demand
erode margins meaningfully from current levels.  Under this
scenario, total revenues would be down in the mid-single digits
and margins would be about 250 basis points (bps) below S&P's
forecast.  The company's free operating cash flow would be
moderately negative and it would borrow under its revolving credit
facility to cover these shortfalls.  This could cause S&P to
change its assessment of the company's liquidity profile to "less
than adequate".

Although unlikely in the next year, S&P could raise the rating if
the company is able to realize a meaningful increase in same-store
sales, strengthen its merchandising (which would reduce
promotional activity), and manage its meaningful new store growth.
Under this scenario, same-store sales would increase in the mid-
single digits with margins about 200 bps ahead of S&P's forecast.
At that time, leverage would be in the low to mid-5.0x area.


SALIX PHARMA: Cosmo Merger Termination No Impact on Moody's CFR
---------------------------------------------------------------
Moody's Investors Service commented that the termination of the
merger agreement between Salix Pharmaceuticals, Ltd. and Cosmo
Technologies Limited eliminates a credit positive benefit for
Salix. There is no impact on Salix's ratings including the B1
Corporate Family Rating, or the stable rating outlook.

Salix Pharmaceuticals, Ltd. is a specialty pharmaceutical company
operating in the US gastroenterology area. Through the recent
acquisition of Santarus Pharmaceuticals, Inc., Salix became the
largest specialty company operating in this market. For the 12
months ended June 30, 2014, Salix reported net product revenue of
approximately $1.3 billion including Santarus revenues from the
January 2, 2014 acquisition date.

The principal methodology used in this rating was the Global
Pharmaceutical Industry published in December 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


SEARS HOLDINGS: Fairholme Reports 23.1% Stake as of Sept. 30
------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Fairholme Capital Management, L.L.C., and its
affiliates disclosed that as of Sept. 30, 2014, they beneficially
owned 24,642,473 shares of common stock of Sears Holdings
Corporation representing 23.1 percent of the shares outstanding.

Fairholme Funds, Inc., may be deemed to be the beneficial owner of
15,093,573 Shares (14.2%) of the Company, based upon the
106,472,251 Shares outstanding as of Aug. 15, 2014, according to
the Company.

Bruce R. Berkowitz may be deemed to be the beneficial owner of
25,555,473 Shares (24.0%) of the Company.

The Reporting Persons previously disclosed that they and certain
of their affiliates were in discussions concerning a participation
in the $400 million secured short-term loan disclosed on the 8-K
filed by the Sears Holdings on Sept. 15, 2014.  On Sept. 30, 2014,
The Fairholme Partnership, LP, a private fund affiliated with the
Reporting Persons, purchased a 6.25% participation interest in the
Short-Term Loan from entities affiliated with ESL Investments,
Inc. pursuant to that certain Amended and Restated Participation
Agreement, dated Sept. 30, 2014, by and among PYOF 2014 Loans,
LLC, the Partnership and affiliates of the ESL Investments, Inc.

A copy of the regulatory filing is available at:

                        http://is.gd/V8Aeox

                            About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011.  As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SEARS HOLDINGS: ESL Partners to Exercise Subscription Rights
------------------------------------------------------------
ESL Partners, L.P., and its affiliates disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that they
intend to exercise their respective pro rata portion of the
subscription rights in full as soon as practicable.

On Oct. 2, 2014, Sears Holdings announced that its board of
directors approved a subscription rights offering of up to
40,000,000 common shares of Sears Canada, Inc.  The subscription
rights will be distributed to all stockholders of Sears Holdings,
and every stockholder will have the right to participate on the
same terms in accordance with its pro rata ownership of the
Company's common stock.  The Company is advised on the transaction
by Wachtell, Lipton, Rosen & Katz and Osler, Hoskin & Harcourt.

ESL Partners, L.P., disclosed that as of Oct. 2, 2014, it
beneficially owned 47,218,736 common shares of Sears Holdings
representing 44.3 percent of the shares outstanding.

A copy of the regulatory filing is available for free at:

                         http://is.gd/peKqmb

                            About Sears

Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- is an integrated retailer focused
on seamlessly connecting the digital and physical shopping
experiences to serve members.  Sears Holdings is home to Shop Your
Waytm, a social shopping platform offering members rewards for
shopping at Sears and Kmart as well as with other retail partners
across categories important to them.

The company operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation, with more than 2,000 full-
line and specialty retail stores in the United States and Canada.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  Skadden, Arps, Slate, Meagher & Flom, LLP,
represented Kmart in its restructuring efforts.  Its balance sheet
showed $16,287,000,000 in assets and $10,348,000,000 in debts when
it sought chapter 11 protection.

Kmart bought Sears, Roebuck & Co., for $11 billion to create the
third-largest U.S. retailer, behind Wal-Mart and Target, and
generate $55 billion in annual revenues.  Kmart completed its
merger with Sears on March 24, 2005.

Sears Holdings reported a net loss of $1.36 billion in 2013, a net
loss of $930 million in 2012 and a net loss of $3.14 billion in
2011.  As of Aug. 2, 2014, Sears Holdings had $16.43 billion in
total assets, $15.51 billion in total liabilities and $919 million
in total equity.

                            *     *     *

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year.  The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."

As reported by the TCR on March 26, 2014, Standard & Poor's
Ratings Services affirmed its ratings on the Hoffman Estate, Ill.-
based Sears Holdings Corp., including the 'CCC+' corporate credit
rating.

Fitch Ratings had downgraded its long-term Issuer Default Ratings
(IDR) on Sears Holdings Corporation (Holdings) and its various
subsidiary entities (collectively, Sears) to 'CC' from 'CCC',
according to a TCR report dated Sept. 12, 2014.


SCIENTIFIC GAMES: Andrew Tomback Quits as SVP & General Counsel
---------------------------------------------------------------
Andrew E. Tomback resigned as senior vice president and general
counsel of Scientific Games Corporation on Sept. 30, 2014, to
pursue other professional opportunities, according to a regulatory
filing with the U.S. Securities and Exchange Commission.

In connection with Mr. Tomback's resignation, the Company and Mr.
Tomback entered into an agreement and general release dated
Sept. 30, 2014, that provides for, among other things, a lump sum
payment to Mr. Tomback in an amount equal to $775,000 and
forfeiture of all unvested stock options and restricted stock
units held by Mr. Tomback.  Mr. Tomback will continue to be bound
by certain covenants imposing on him obligations with respect to
confidentiality and proprietary information.

                      About Scientific Games

Scientific Games Corporation is a developer of technology-based
products and services and associated content for worldwide gaming
and lottery markets.  The Company's portfolio includes instant and
draw-based lottery games; electronic gaming machines and game
content; server-based lottery and gaming systems; sports betting
technology; loyalty and rewards programs; and social, mobile and
interactive content and services.  For more information, please
visit: www.scientificgames.com.

As of June 30, 2014, the Company had $4.18 billion in total
assets, $3.95 billion in total liabilities and $225.9 million in
total stockholders' equity.  Scientific Games reported a net loss
of $30.2 million in 2013, a net loss of $62.6 million in 2012 and
a net loss of $12.6 million in 2011.

                           *     *     *

The TCR reported on May 21, 2014, that Moody's Investors Service
downgraded Scientific Games Corporation's ("SGC") Corporate Family
Rating to B1.  The downgrade reflects Moody's view that slower
than expected growth in SGC's Gaming and Instant Products segments
will cause Moody's adjusted leverage to exceed 6.0 times by the
end of 2014.

As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating to 'B+' from 'BB-' on
Scientific Games Corp.

"The downgrade and CreditWatch placement follow Scientific Games'
announcement that it has agreed to acquire Bally Technologies for
$5.1 billion, including the refinancing of about $1.8 billion in
net debt at Bally," said Standard & Poor's credit analyst Ariel
Silverberg.


SEMCRUDE LP: Oct. 15 Objection Deadline on Trust Distribution
-------------------------------------------------------------
The Litigation Trustee in the Chapter 11 case of Semcrude LP et
al. asks the Delaware Bankruptcy Court to approve procedures for
the distribution from the trust.

The Trustee, Bettina M. Whyte, also seeks to be named as
disbursing agent.

The Trustee intends to make distributions of trust interests,
including an interim distribution, to holders of allowed lender
deficiency claims, allowed senior notes claims, and allowed
general unsecured claims.

Distribution of lender deficiency claims will be made to Bank of
America N.A., in its capacity as administrative for the benefit of
the holders of the allowed secured working capital lender claims.

Distributions to holders of allowed senior notes claims will be
made to HSBC Bank USA NA, in its capacity as successor indenture
trustee.

The Trustee delivered to the Court a list of holders of allowed
general unsecured claims scheduled to receive an interim
distribution.  Any distribution amount of less than $100 will be
withheld and not distributed but held in reserve pursuant to the
Trust Agreement.

The Trustee estimates that allowed general unsecured claims of
less than $9,112 are not expected to receive a distribution as
part of the interim distribution.

Objections to the distribution process or to the payee or claim
amount information are due Oct. 15, 2014.

The Litigation Trustee may be reached at:

     Bettina M. Whyte
     Trustee of the SemGroup Litigation Trust
     c/o Bonnie Glantz Fatell
     BLANK ROME LLP
     1201 Market Street, Suite 800
     Wilmington, DE 19801
     Fax: 302-428-5110
     E-mail: fatell@blankrome.com

          - and -

     Deborah D. Williamson, Esq.
     Meghan DeBard, Esq.
     COX SMITH MATTHEWS INCORPORATED
     122 E. Pecan Street, Suite 1800
     San Antonio, TX 78205
     Fax: 210-226-8395
     E-mail: dwilliamson@coxsmith.com
             mdebard@coxsmith.com

Holders of an allowed general unsecured claim who object to the
scheduled address only may contact:

     Henry Colvin
     ALIXPARTNERS LLP
     SemGroup Litigation Trust Distribution
     2101 Cedar Springs Road, Suite 1100
     Dallas, TX 75201
     Tel: 1-888-363-0091
     Fax: 214-647-7501

A hearing to consider objections and the Trustee's Motion will be
held Nov. 19 at 10:00 a.m. Eastern Time before Judge Brendan L
Shannon.

                       About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SEMCRUDE LP: $55MM Distributions to Ritchie Not Avoidable
---------------------------------------------------------
Delaware District Judge Sue L. Robinson, affirmed the decisions of
the bankruptcy court that denied the attempt of Bettina M. Whyte,
on behalf of the SemGroup Litigation Trust, to avoid two equity
distributions totaling more than $55 million that SemGroup, L.Pand
its general partner, SemGroup G.P., L.L.C., made to Ritchie SG
Holdings, L.L.C., SGLP Holding, Ltd., and SGLP US Holding, L.L.C.
in August 2007 and February 2008.  The Trustee seeks to avoid
those distributions as constructively fraudulent transfers based
on two theories: (1) SemGroup was left with unreasonably small
capital after both distributions; and (2) SemGroup was insolvent
on the date of the 2008 distribution. The bankruptcy court denied
the unreasonably small capital claim on summary judgment and the
insolvency claim after trial.

The appellate cases are BETTINA M. WHYTE, on behalf of the
SemGroup Litigation Trust, Appellant, v. RITCHIE SG HOLDINGS LLC,
et al., Appellees. BETTINA M. WHYTE, on behalf of the SemGroup
Litigation Trust, Appellant, v. COTTONWOOD PARTNERSHIP, LLP, et
al., Appellees, CIV. NOS. 13-1375-SLR, 13-1376-SLR (D. Del.).

A copy of Judge Robinson's Sept. 30, 2014 Memorandum is available
at http://is.gd/LH9K7afrom Leagle.com.

Cottonwood Partnership LLP, one of the Appellees, is represented
by Laurie Schenker Polleck, Esq., former bankruptcy partner at
Jaspan Schlesinger LLP.  Ms. Polleck joined Loizides P.A. in July
2011.  She may be reached at polleck@loizides.com or
lauriespolleck@aol.com

                       About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SEMGROUP LLC: Trustee Can't Revive $55M Clawback Claims
-------------------------------------------------------
Law360 reported that a Delaware federal judge rejected a bid by
SemGroup LP's litigation trustee to reinstate clawback claims
targeting more than $55 million paid to equity holders prior to
the energy company's descent into Chapter 11, finding the
bankruptcy court had properly denied the claims.  According to the
report, U.S. District Judge Sue L. Robinson dismissed appeals in
two adversary suits launched by Trustee Bettina M. Whyte, who
oversees the litigation trust created by SemGroup's reorganization
plan and sought to recoup prepetition equity distributions made to
Ritchie SG Holdings LLC.

                       About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SEVEN S CAPITAL: Involuntary Chapter 11 Case Summary
----------------------------------------------------
Alleged Debtors:

   Seven S Capital, Ltd.                 14-35384
   5151 Mitchelldale Suite B2
   Houston, TX 77092

   Seven S Capital Management, Inc.      14-35387
   5151 Mitchelldale Suite B2
   Houston, TX 77092

Type of Business: The principal asset of Seven S is its interest
                  in Tree Town, a producer of container-grown
                  trees in the country.

Involuntary Chapter 11 Petition Date: October 3, 2014

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

Judge: Hon. Letitia Z. Paul

Petitioners' Counsel: Paul D Moak, Esq.
                      MCKOOL SMITH
                      600 Travis, Ste 7000
                      Houston, TX 77002
                      Tel: 713-485-7302
                      Fax: 713-485-7344
                      Email: pmoak@McKoolSmith.com

Petitioning Creditors:

Petitioners                         Nature of Claim  Claim Amount
-----------                         ---------------  ------------
Alexis Daniella                     Promissory Note   $6,794,986
Saperstein 1994 Trust
4510 Banning Drive
Houston, TX 77027

Jonathan Alexander                  Promissory Note   $6,557,919
Saperstein 1994 Trust
4510 Banning Drive
Houston, TX 77027

Stephanie Nicole                    Promissory Note   $7,822,241
Saperstein 1994 Trust
4510 Banning Drive
Houston, TX 77027


SIMPLEXITY LLC: Fifth Third Takes 2nd Shot at Ch. 7 Conversion
--------------------------------------------------------------
Law360 reported that Fifth Third Bank again urged a Delaware
bankruptcy judge to convert the Chapter 11 case of cellphone
activator Simplexity LLC, saying the reasons for rejecting its
previous bid no longer apply while the need for a move to
Chapter 7 has grown.  According to the report, senior lender Fifth
Third, which had its initial motion denied in June, said the call
for conversion is more compelling now because concerns cited by
the court have been addressed and Simplexity has piled up
additional expenses but is no closer to confirming a Chapter 11
plan.

                         About Simplexity

Simplexity, LLC, a defunct cellphone activator, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
14-10569) on March 16, 2014.  The case is before Judge Kevin
Gross.  The Debtors' counsel is Kenneth J. Enos, Esq., and Robert
S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in
Wilmington, Delaware.  Prime Clerk LLC serves as claims and
noticing agent.  Simplexity hired Rutberg & Co. as investment
banker.

Simplexity LLC and Simplexity Services LLC both estimated
$10 million to $50 million in assets, and $50 million to $100
million in liabilities.

The U.S. Trustee for Region 3 appointed five members to an
official committee of unsecured creditors.  Peter S. Partee, Sr.,
Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in
New York; and Christopher A. Ward, Esq., and Shanti M. Katona,
Esq., at Polsinelli PC, in Wilmington, Delaware, represent the
Committee.


SOUTHERN AIR: Trustee Files Avoidance Actions
---------------------------------------------
L. John Bird, Esq., at Fox Rothschild, reported that Barry E.
Mukamal, in his capacity as Litigation Trustee of the SAI
Litigation Trust (Southern Air Holdings), began filing complaints
to recover what the Trustee contends are avoidable preferences.
The Trustee filed the preference actions in the Delaware
Bankruptcy Court early in September.

                        About Southern Air

Based in Norwalk, Connecticut, military cargo airline Southern
Air Inc. -- http://www.southernair.com/-- its parent Southern Air
Holdings Inc. and their affiliated entities filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to
12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in
business from the U.S. Department of Defense, which reduced its
troop count in Afghanistan and hired Southern Air less frequently.

Bankruptcy Judge Christopher S. Sontchi presides over the case.
Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan,
Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq.,
and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt &
Taylor, serve as the Debtor's counsel.  Zolfo Cooper LLC serves as
the Debtors' bankruptcy consultant and special financial advisor.
Kurtzman Carson Consultants, LLC, serves as claims and notice
agent.

CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets
and $288,000,000 in liabilities as of the Chapter 11 filing.  The
petition was signed by Jon E. Olin, senior vice president.

Canadian Imperial Bank of Commerce, New York Agency, the DIP agent
and prepetition agent, is represented by Matthew S. Barr, Esq.,
and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and
Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards
Layton & Finger PA.

Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul
Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at
Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH
Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC.

The Debtors' Plan provides that lenders agreed to accept ownership
of the company as payment for their $288 million loan.

On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3,
appointed the statutory committee of unsecured creditors.
Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP
serves as its co-counsels, and Mesirow Financial Consulting LLC
serves as its financial advisor.

Southern Air emerged from Chapter 11 in April 2013.


STOCKTON, CA: Pension Fund Court Ruling to Impact Other States
--------------------------------------------------------------
Last week's decision by the federal bankruptcy judge presiding
over Stockton, California's Chapter 9 case demonstrates that
public employee pension fund obligations are no longer the "third
rail" of municipal finance.

Judge Christopher Klein's decision that Stockton could cut its
pension obligations as a means of righting its tattered balance
sheet has ramifications for municipalities throughout the country,
according to Mark Kaufman of law firm McKenna Long & Aldridge.
Historically, public pensions have been off limits when it comes
to restructuring liabilities of fiscally-challenged cities.

The decision by is seen as a potential dagger to the country's
largest public pension fund, Calpers, which opposes any attempts
to use retirees' defined-benefit pensions to shore up municipal
budgets.

"This decision is going to have potentially broad impact not only
throughout California, but also in states where there are similar
state law protections of public employee pensions," says
Mr. Kaufman, one of the country's leading muni finance lawyers and
co-chair of McKenna's Municipal Reform & Innovation practice.
"Cities may well be motivated to engage in the restructuring
process if they know that pensions can play in the mix of
adjustments that a court can consider"

Mr. Kaufman expects battle lines to be drawn between retired
municipal workers demanding that their benefits not be short-
changed in any restructurings and other taxpayers who may be
forced to pay higher local property or other taxes to compensate
for expected budget shortfalls.

Mr. Kaufman has played a key role in some of the highest-profile
municipal cases in recent years.  He served as lead counsel to the
governor-appointed receiver of the city of Harrisburg, Penn. in
concluding a large financial restructuring without resorting to a
Chapter 9 bankruptcy filing.  His contributions weren't lost on
local constituents; an article in Harrisburg's daily newspaper
last December commented, "In the extraordinarily complex world of
bankruptcy law, Kaufman is one of the best."

Mr. Kaufman was recently honored by the Turnaround Atlas Awards as
winner of the Out-of-Court Restructuring of the Year Award for
Middle Markets.  He was also selected as Mid-Market Restructuring
Lawyer of the Year and listed as one of the top 100 restructuring
and turnaround professionals in the world.  Last year, he co-wrote
a well-received analysis of the statutory and constitutional
issues involved in municipal bankruptcies, "The Looming State
Battle over State Protection of Vested Public Employee Pension
Benefits," for the American Bankruptcy Journal.

The judge will rule on Stockton's application on Oct. 30.  Between
now and then, Mr. Kaufman is available to comment on all aspects
of this particular case, which he has followed closely, as well as
the impact of the decision when it comes down.

                     About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.

                       *     *     *

The Troubled Company Reporter, on Sep. 26, 2014, reported that
Moody's Investors Service has affirmed the long-term ratings of
the city of Stockton's (CA) water and sewer enterprises' debts at
Ba1. Moody's have also changed the outlook on the city's water
bond rating to developing from stable, while the developing
outlook on the sewer system's rating remains the same.


SUN BANCORP: EJF Capital Holds 5.9% Stake as of Sept. 29
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, EJF Capital LLC and its affiliates disclosed that as
of Sept. 29, 2014, they beneficially owned 1,029,599 shares of
common stock of Sun Bancorp, Inc., representing 5.9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/7D2NLg

                          About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company
headquartered in Vineland, New Jersey, with its executive offices
located in Mt. Laurel, New Jersey.  Its primary subsidiary is Sun
National Bank, a full service commercial bank serving customers
through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

Sun Bancorp reported a net loss available to common shareholders
of $9.94 million in 2013, a net loss available to common
shareholders of $50.49 million in 2012, and a net loss available
to common shareholders of $67.50 million in 2011.

The Company's balance sheet at June 30, 2014, showed $2.89 billion
in total assets, $2.66 billion in total liabilities and $227.65
million in total shareholders' equity.


TEAM NATION: Court Approves Settlement With Victory Partners
------------------------------------------------------------
The presiding judge of the Circuit Court of the Thirteenth
Judicial District in and for Hillsborough County, Florida, entered
an order approving a settlement of Case No.: 14-CA-000757, styled
Victory Partners, LLC v. Team Nation Holdings, Corp. and Alonzo
Pierce, according to a regulatory filing with the U.S. Securities
and Exchange Commission.

The matter involved a dispute over the ownership of one billion
shares of common stock and 60 shares of preferred stock of the
corporation.  The court approved the exchange of 125,000,000 newly
issued restricted common shares for all the outstanding common and
preferred shares that were the subject of the dispute.
Certificates representing all the outstanding common and preferred
shares subject to the dispute were returned to the corporation for
cancellation and resume the status of authorized and unissued
shares.

On Sept. 16, 2014, Team Nation issued 125,000,000 common shares,
to a major shareholder in exchange for one billion outstanding
common shares and 60 preferred shares that were cancelled and
returned to the status of authorized and unissued shares.

                         About Team Nation

Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and providing title production
services.

The Company reported net income of $323,051 on $1.08 million
of total revenue for the nine months ended Sept. 30, 2011,
compared with net income of $375,694 on $1.25 million of total
revenue for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed
$3.04 million in total assets, $5.57 million in total liabilities,
and a $2.52 million total shareholders' deficit.

As reported by the TCR on April 13, 2011, Kelly & Company, in
Costa Mesa, Calif., said in its report that the Company's
significant debt servicing requirements, its ongoing operating
losses and negative cash flows along with the depressed value of
its common stock gives raise to substantial doubt about the
Company's ability to continue as a going concern.  The Company
has sustained recurring losses and negative cash flows from
operations, at Dec. 31, 2010 it had negative working capital of
$4.2 million, total liabilities of $6.9 million, and a
stockholders' deficit of $3.9 million.  The Company's only
significant source of revenue, and its sole customer, is a related
party.  The Company expects that it will need to raise substantial
additional capital to accomplish its business plan over the next
several years and plans to generate the additional cash needed
through the sale of its common stock that currently has a
depressed value.  The Company's most significant asset is a group
of eight non-current notes receivable - related party issued by
the Company's directors, amounting to $2.2 million at Dec. 31,
2010 (representing 73% of total assets).


TEMPLE UNIVERSITY: Moody's Affirms Ba2 Rating on $525MM Debt
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 ratings of Temple
University Health System (TUHS). The rating outlook remains
negative. The rating action affects approximately $525 million of
rated debt issued through the Hospitals and Higher Education
Facilities Authority of Philadelphia.

Rating rationale:

The affirmation of TUHS's Ba2 rating reflects persistently anemic
operating performance, a highly leveraged balance sheet and
operating profile and disproportionate dependence on supplemental
funding from the Commonwealth of Pennsylvania (G.O. rating of
Aa3). Although senior management team is continuously implementing
strategies to improve performance, progress will remain
challenging as the team faces headwinds, including a unionized
work force, ongoing declines and shifts in demand, and high
Medicaid exposure as well as the longer term fundamental industry
challenges -- all of which conspire to impede a return to positive
performance. The Ba2 remains supported by Temple's important role
as a safety net provider for the City of Philadelphia as
substantiated by material and stable funding from the Commonwealth
and the System's position as the academic medical center for Aa3-
rated Temple University (TU), which is the sole corporate member
of TUHS. The negative rating outlook reflects another miss to
budget and ongoing significant negative pressure on operations
which may result in decline of unrestricted cash from already
modest levels. Additionally Moody's outlook incorporates Moody's
unease with the Commonwealth's growing structural imbalance and
recent decision to expand Medicaid (under the 2010 healthcare law)
which may suggest direct support to TUHS will diminish over the
next few years.

Strengths:

* Essential role as a safety net provider to Southeastern
  Pennsylvania, with an indispensability quotient in the City of
  Philadelphia; tangible willingness on the part of the
  Commonwealth to leverage available resources in support of TUHS
  as evidenced by a long history of stable or growing
  supplemental payments from the Commonwealth which provides for
  the majority of the lift of an otherwise well below investment
  grade financial profile.

* Position as the academic medical center for Aa3-rated Temple
  University. Though the University has given no indication of
  explicit financial support for bond payments, Moody's believes
  that the Health System's importance to the University's mission
  and strategies with the School of Medicine and research
  emphasis provides for some lift of an otherwise well below
  investment grade financial profile.

* Still adequate absolute balance sheet resources, with $357
  million of unrestricted cash and investments equating to
  approximately 96 days cash as of June 30, 2014. Investments are
  heavily oriented toward cash and fixed income investments
  (80%).

* All fixed rate debt structure, and a modest pension liability;
  management reports no additional borrowing plans at this time.

Challenges:

* Multiple year trend of sizable operating losses, in spite of
  significant and growing supplemental funding from the
  Commonwealth; TUHS reported operating losses of $14.9 million
  (-1.5%) in FY 2011, $24.2 million (-2.4%) in FY 2012, $27
  million (-2.0%) in FY 2013 and $16.4 million (-1.2%) in FY
  2014. Performance in each year reflects a material variance
  from budget in spite of numerous strategies in recent years to
  address unsustainable deficits from core operations.

* Moody's retain concerns that cash balances will trend downwards
  as cash-flow from operations continues to fall short of
  comprehensive funding needs including planned or needed capital
  expenditures. Deepened operating losses or variability in
  timing of receipt of any supplemental funding stream can
  negatively impact the System's liquidity in a rapid fashion.

* Persistently weak leverage measures as reflected by weak cash-
  to-debt of 66%, high (unfavorable) debt to cash flow of 9.2
  times and thin peak debt service coverage of 2.2 times as of
  June 30, 2014.

* TUHS is absorbing sizeable declines in patient volumes,
  specifically at Jeanes and Fox Chase. Jeanes experienced a 9.9%
  decline in inpatient admissions in FY 2014 and Fox Chase a
  10.3% decline. Moreover, admissions are much lower than
  budgeted for FY 2014.

* Extremely high mix of Medicaid (43.8% of gross inpatient and
  outpatient revenue at FYE 2014) and indigent-related revenue
  streams. TUHS is also increasingly dependent on State funding
  and appropriations to support operations due to the
  disproportionate mix of indigent-related revenues.

* A weaker economy in Pennsylvania and the Philadelphia area has
  affected area-wide volumes. The Commonwealth in general is
  confronted with demographic trends that limit long-term growth
  prospects given the age and slow growth of Pennsylvania's
  population. The Commonwealth's growing structural imbalance and
  recent decision to expand Medicaid (under the 2010 healthcare
  law) suggest direct support may diminish over the next few
  years.

* Competition within the Philadelphia market, particularly for
  tertiary and quaternary clinical services, continues to
  intensify.

* A large unionized employee base places limitations on expense
  flexibility. TUHS has experienced nursing strikes. The current
  TUH contract with the nursing union extends through Sept. 30,
  2016.

Outlook

The negative rating outlook reflects another miss to budget and
ongoing significant negative pressure on operations which may
result in decline of unrestricted cash from already modest levels.
Additionally Moody's outlook incorporates Moody's unease with the
Commonwealth's growing structural imbalance and recent decision to
expand Medicaid (under the 2010 healthcare law) which may suggest
direct support to TUHS will diminish over the next few years.

What Could Change the Rating -- UP

Given the ongoing weakness in operating performance and very tight
liquidity, an upgrade in the near term is unlikely. Over the
longer term a rating upgrade would be considered with a material
and sustained improvement in operating cash flow driven by
internal operational improvement; growth in revenue that has
resulted from clinical activities; and build of balance sheet
cushion relative to debt and operations. Growth in demand, market
share and acuity of services will also be viewed favorably. The
outlook could return to stable over the medium term if the System
is able to achieve steady improvement in operating cash flow and
liquidity from core operations.

What Could Change the Rating -- DOWN

The rating could be downgraded if TUHS is unable to demonstrate
and sustain improvement in operating cash flow that is driven by
internal operational improvement; if there is a deterioration of
absolute cash or relative measures of liquidity; or an increase in
debt without a material strengthening of operations and cash. The
inability to grow revenues, erosion of market share,
disintegration of current relationship with TU or reduction in
support from the Commonwealth that is not met with core
operational improvement at the clinical enterprises would also be
rating factors.

Methodology

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


TRUMP ENTERTAINMENT: Judge Rejects Deal with Icahn
--------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
Trump Entertainment Resorts Inc. failed to persuade a bankruptcy
judge to sign off on an agreement with Carl Icahn that would have
allowed the beleaguered gambling company to use its scarce cash as
it attempts to survive in Chapter 11.  According to the Journal,
U.S. Judge Kevin Gross sided with unsecured creditors who said it
is too soon, less than a month into the bankruptcy, to cement
terms that would tie the hands of low-ranking creditors in a
Chapter 11 proceeding that offers them little or nothing.

                 About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to close the Trump Plaza by next week,
and, absent union concessions, the Taj Mahal by Nov. 13.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.

The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors.


UNITED DISTRIBUTION: S&P Revises Outlook & Affirms 'B-' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Bristol, Tenn.-based United Distribution Group (UDG) to
stable from negative.  S&P also affirmed its 'B-' corporate credit
rating on the company.

S&P is revising its rating outlook to stable from negative because
credit measures have improved and S&P no longer expects UDG to
face covenant pressure during the next 12 to 18 months.  As such,
S&P is also revising its liquidity assessment to "adequate" from
"less than adequate."

The stable outlook reflects UDG's increasing diversification
toward higher-margin product sales to the domestic energy industry
and away from weaker coal end markets, resulting in improving cash
flow and liquidity and stemming credit measure deterioration
caused by slipping sales to the coal industry.

"We expect capital spending from exploration and production
companies and positive macroeconomic activity will support near-
term upstream and downstream energy sales over the next 12
months," said Standard & Poor's credit analyst Amanda Buckland.

S&P could lower the rating if it believes UDG's liquidity will
become inadequate or if it believes UDG will breach a covenant.
These could occur if a decrease in energy spending leads to a
more-than 30% decline in EBITDA.

S&P do not expect to upgrade UDG in the next 12 to 18 months given
UDG's sales concentration in domestic energy and coal mining.  S&P
could raise the rating if UDG gradually increased the scale and
diversity of its operations, or if it believes debt to EBITDA will
be sustained at below 5x and FFO to debt at more than 12%.  UDG's
financial sponsor must plan to maintain lower leverage to prompt
S&P to revise its view of financial policy.


UNITEK GLOBAL: Standstill Periods Extended Until October 9
----------------------------------------------------------
UniTek Global Services, Inc., previously entered into forbearance
agreements, dated as of Aug. 8, 2014, with the Company's lenders
under its Term Credit Agreement and Revolving Credit Agreement,
which agreements were amended on Sept. 3, 2014, and Sept. 23,
2014, to extend through Oct. 2, 2014, the standstill periods
contained in those agreements.

On Oct. 2, 2014, the Company entered into with the Term Lenders
and Revolver Lenders amendments to the Term Forbearance Agreement
and the Revolver Forbearance Agreement to extend through Oct. 9,
2014, the standstill periods contained in those agreements.

The "Term Credit Agreement" means the Credit Agreement, dated as
of April 15, 2011, among the Company, the several banks and other
financial institutions or entities from time to time parties
thereto, and Cerberus Business Finance, LLC, as administrative
agent.

The "Revolving Credit Agreement" means the Revolving Credit and
Security Agreement, dated as of July 10, 2013, among the Company,
certain subsidiaries thereof, the several banks and other
financial institutions or entities from time to time parties
thereto, and Apollo Investment Corporation, as agent.

                   About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

UniTek Global reported a net loss of $52.07 million on $471.93
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.73 million on $437.59 million of revenues
in 2012.

The Company's balance sheet at March 29, 2014, showed $249.60
million in total assets, $257.33 million in total liabilities and
a $7.72 million total stockholders' deficit.

                        Bankruptcy Warning

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in its annual report for the
year ended Dec. 31, 2013.

                           *     *     *

In the Oct. 17, 2013, edition of the TCR, Moody's Investors
Service assigned a Caa2 Corporate Family Rating to UniTek Global
Services, Inc.  UniTek's Caa2 CFR reflects the company's high
interest burden, delay in filing 2013 quarterly reports with the
SEC, lower than anticipated future revenues from one of its main
customers, and need to address internal control weaknesses over
financial reporting as of December 31, 2012 as cited in the
company's Form 10-K for the year ended Dec. 31, 2012.

The TCR reported on Aug. 27, 2014, that Moody's Investors Service
changed UniTek Global Services, Inc.'s outlook to negative from
stable due to the company's lower than anticipated operating
performance during the first half of 2014 and uncertainty
regarding its near-term covenant compliance.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


USA-CAN CORP: Files for Ch 11 Bankr. Protection for Second Time
---------------------------------------------------------------
USA-CAN Corp. filed for Chapter 11 bankruptcy protection in the
U.S. Bankruptcy Court for the Northern District of Indiana for the
second time in four years, Paul Wyche at The Journal Gazette
reports.

The company's owner, the Kotsopoulos family, needs time to
reorganize its business finances at the Coliseum Plaza retail
center, which has approximately 20 tenants, The Journal Gazette
relates, citing Daniel Skekloff, Esq., a partner at Skekloff and
Skekloff, LLP, and the attorney for USA-CAN.  Mr. Skekloff,
according to the report, said that a balloon payment of
$2 million due to business associate Parnell Avenue LLC is causing
the hardship for the strip mall.

Mr. Skekloff said that brothers George and Perry Kotsopoulos might
seek bank refinancing, come up with a debt-structuring plan, or
sell the mall, The Journal Gazette reports.

The Journal Gazette states that the Kotsopoulos family first filed
for Chapter 11 bankruptcy protection in 2010 to buy time while
tenants caught up on overdue rent payments.


VISITING NURSE: Bankruptcy Stays Appellate Court Proceedings
------------------------------------------------------------
The Court of Appeals of Texas, Eighth District, El Paso, stayed
further proceedings in the appeal Corrine Duarte, Visiting Nurse
Association of El Paso a/k/a VNA Home Healthcare of El Paso and
Joe Wardy, Appellants, v. Mayamax Rehabilitation Services, L.L.P.
and Candace Baird, Appellees, NO. 08-14-00074-CV. (Tex. App.),
according to an Oct. 2 Order available at http://is.gd/8Knhuyfrom
Leagle.com.

The Stay Order was issued after Visiting Nurse Association of El
Paso a/k/a VNA Home Healthcare of El Paso filed with the Appeals
Court a Notice of Chapter 11 bankruptcy.

The Court, on its own motion, vacates the Oct. 9, 2014 submission
and oral argument setting.


WALKER LAND & CATTLE: Competing Plans to Face Off Starting Nov. 26
------------------------------------------------------------------
Judge Jim D. Pappas approved the disclosure statements explaining
competing plans for debtor Walker Land & Cattle, LLC -- one
proposed by the Debtor itself, and other by creditor Wells Fargo
-- and scheduled hearings for November and December to consider
whether either the Creditor Plan or the Debtor Plan should be
confirmed.

The judge ruled that Wells Fargo, the Debtor and parties in
interest may now solicit acceptances or rejections of the Amended
Chapter 11 Liquidation Plan (Wells Fargo Plan) or the Second
Amended Chapter 11 Plan of Reorganization (the Debtor Plan).

With the approval of the Disclosure Statement for Amended Chapter
11 Liquidation Plan filed by Wells Fargo and the Second Amended
Disclosure Statement filed by the Debtor, the Bankruptcy Court set
this schedule:

   -- The joint confirmation packets consisting of copies of this
Order, the approved Creditor Disclosure Statement, the approved
Debtor Disclosure Statement, the Creditor Plan, the Debtor Plan
and ballots will be mailed to creditors, equity holders and other
parties-in-interest by Oct. 6, 2014.

   -- Nov. 7, 2014 is fixed as the last day for filing and serving
pursuant to Fed.R.Bank.P. 3020(b)(1) written objections to
confirmation of the Creditor Plan and/or the Debtor Plan.

   -- Nov. 12, 2014 is fixed as the last day for filing a written
ballot accepting or rejecting the Creditor Plan and the Debtor
Plan.

   -- Nov. 14, 2014 is fixed as the last day for a party to file a
notice that it intends to present evidence at the confirmation
hearings and to file its exhibit and witness lists.

   -- Nov. 19, 2014 is fixed as the last day for Debtor and Wells
Fargo to file the ballot summary required by LBR 3018.1 and pre-
confirmation report required by LBR 3020.1 and for a party, if it
elects to do so, to file a pre-confirmation hearing brief.

   -- The Court will conduct a hearing to consider whether either
the Creditor Plan or the Debtor Plan should be confirmed on
Nov. 26, 2014, at 9:00 a.m., and, if needed, continuing on Dec.
10, 2014, and December 17, 2014, at 9:00 a.m., at the United
States Court, 801 E. Sherman, Pocatello, Idaho.

Wells Fargo opposed approval of the Debtor's Second Amended
Disclosure Statement, and unexpectedly the Debtor opposed approval
of Wells Fargo's Amended Disclosure Statement.  The Debtor claimed
that the Wells Fargo Disclosure Statement contains "inadequate,
misleading and/or inaccurate information."  Wells Fargo pointed
out that not a single creditor opposed approval to its disclosure
statement and said that the Debtor's objection is only an attempt
to delay and to advocate for the Debtor's plan.

                        The Competing Plans

Wells Fargo's Plan, as amended, provides for the liquidation of
the Debtor's assets and the payment of creditors by the later of
one year after the effective date and Dec. 31, 2015.  First,
secured creditors will be paid the full amount of their claims,
plus interest.  Second, general unsecured creditors with allowed
claims will receive payment in full, with interest post-
confirmation at the Wall Street Journal prime rate (anticipated to
be 3.25%) in equal installments over the next six years, with the
Debtor reserving the right to prepay these creditors as funds
allow or with take out financing.  Third, the related entities
class (Class 52) holding unsecured claims and the equity interests
(Class 53) will not be paid until other classes of creditors are
satisfied.  Fourth, the Debtor will seek take out financing in
order to prepay debts.

The Debtor, on the other hand, proposes a Plan of Reorganization
that promises to repay all creditors in full, with interest, over
the term of the Plan.  The Debtor said it has agreements to sell
$10,000,000 in real property upon confirmation of the Plan and pay
during the first twelve months.  The Debtor will pay creditors
through improved farm operations boosting profitability, while
reserving the right to obtain take out financing and prepay
unsecured creditors in the future.  A copy of the Debtor's Second
Amended Disclosure Statement is available for free at:

   http://bankrupt.com/misc/WalkerLand_Debtor_2nd_Am_DS.pdf

Counsel for Wells Fargo can be reached at:

         Larry E. Prince, Esq.
         Kirk S. Cheney, Esq.
         HOLLAND & HART LLP
         800 W. Main Street, Suite 1750
         P.O. Box 2527
         Boise, Idaho 83701-2527
         Telephone: (208) 342-5000
         Facsimile: (208) 343-8869
         E-mail: lprince@hollandhart.com
                 kscheney@hollandhart.com

Counsel for the Debtor can be reached at:

         Robert J. Maynes
         MAYNES TAGGART, PLLC
         P. O. Box 3005,
         Idaho Falls, Idaho 83403
         Telephone: (208) 552-6442
         Facsimile: (208) 524-6095
         E-mail: mayneslaw@hotmail.com

Counsel for the Unsecured Creditors Committee can be reached at:

         Bruce Medeiros
         Davidson, Backman, Medeiros PLLC
         601 W. Riverside Avenue, Suite 1550,
         Spokane, Washington 99201

                About Walker Land & Cattle, LLC

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on
Nov. 15, 2013.  The case is assigned to Judge Jim D. Pappas.

The petition was signed by Roland N. (Rollie) Walker, manager.

The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart,
PLLC, in Idaho Falls, Idaho.

The Debtor reported $72,688,397 in total assets and $46,346,375 in
total liabilities.

The U.S. Trustee for Region 18 has appointed an official committee
of unsecured creditors in the case.  The Committee is represented
by Bruce K. Medeiros, Esq., and Barry W. Davidson, Esq., at
Davidson Backman Medeiros PLLC, in Spokane, Washington.

Secured creditor, Wells Fargo Bank, is represented by Larry E.
Prince, Esq., and Kirk S. Cheney, Esq., at Holland & Hart LLP, in
Boise, Idaho.

Wells Fargo and the Debtor have filed competing Chapter 11 plans.
Wells Fargo is proposing a plan of liquidation while the Debtor is
seeking approval of a reorganization plan.


WELLNESS INT'L: 7th Circuit Flubbed Bankruptcy Ruling
-----------------------------------------------------
Law360 reported that the U.S. Supreme Court has received four
amicus briefs in a case concerning the extent of bankruptcy
courts' power, with most amici agreeing that a recent Seventh
Circuit decision has taken too much power away from bankruptcy
courts in noncore proceedings.  According to the report, prominent
bankruptcy lawyer Eric Brunstad, the National Association of
Bankruptcy Trustees, and the American College of Bankruptcy all
filed amicus briefs Sept. 16 in support of Wellness International
Network Ltd. over a suit in which Wellness sought to recover
attorneys' fees.

As previously reported by The Troubled Company Reporter, on
July 1, the Supreme Court decided to hear Wellness International
and decide three questions: (1) Can the powers of life-tenured
judges be exercised by bankruptcy judges with the parties'
consent? (2) Can consent be implied? and (3) If the case involves
a subsidiary issue of state property law, is the bankruptcy court
divested of power to make final decisions?

The case in the high court is Wellness International Network Ltd.
v. Sharif, 13-935, U.S. Supreme Court (Washington).


WARNER MUSIC: WEA Renews US/Canada Agreement for Additional Year
----------------------------------------------------------------
Pursuant to Section 5(a) of the US/Canada Agreement, Warner-
Elektra-Atlantic Corporation served Cinram, CGI and Cinram Canada
the required 90 days' notice that WEA has elected to exercise its
second option to renew the term of the US/Canada Agreement for an
additional one-year period.  The term will now end on Jan. 31,
2016.

The US/Canada Manufacturing and PP&S Agreement dated as of July 1,
2010, as amended, was entered by and between Warner-Elektra-
Atlantic Corporation and Cinram International Inc., Cinram
Manufacturing LLC and Cinram Distribution LLC dated Aug. 31, 2012,
under which WEA consented to Cinram's assignment of the US/Canada
Agreement and certain other agreements to Cinram Group, Inc., with
respect to operations in the United States, and to Cinram Canada
Operations ULC, with respect to operations in Canada.

                      About Warner Music Group

Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003.  The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp.  WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.

The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing.  The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists.  The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.

In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.

On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE.  On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended.  On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act.  The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.

Warner Music reported a net loss attributable to the Company $198
million on $2.87 billion of revenues for the fiscal year ended
Sept. 30, 2013, as compared with a net loss attributable to the
Company of $112 million on $2.78 billion of revenues for the
fiscal year ended Sept. 30, 2012.

As of June 30, 2014, the Company had $6.11 billion in total
assets, $5.65 billion in total liabilities and $460 million in
total equity.

                           *    *     *

As reported by the TCR on March 28, 2014, Standard & Poor's
Ratings Services affirmed its 'B+' corporate credit rating on
recorded music and music publishing company Warner Music Group
Corp. (WMG).  S&P's rating and negative outlook reflect continued
uncertainty surrounding industry wide revenue and profitability
trends affecting WMG over the intermediate term, despite recent
signs of stabilization in the industry.


WEST TEXAS GUAR: Amends Plan for Scopia, Corcapital Term Sheet
--------------------------------------------------------------
West Texas Guar Inc. agreed to terms of a plan term sheet with
Scopia Windmill Fund LP, Scopia Capital Management LLC, Scopia
Holdings LLC, Corcapital Group, LLC.  Accordingly, the Debtor has
filed a Second Amended Plan of Reorganization to incorporate the
transaction outlined in the Term Sheet.

The Term Sheet provides for, among other things:

    * The Debtor's reorganization will be sponsored by CorCapital.

    * The pro forma capital structure of the Reorganized Debtor
      will be:

      -- Senior Secured Term Loan: $8 million

      -- Junior Secured Term Loan: $1.5 million

      -- CorCapital Preferred Interests: $7.1 million.

      -- Common Interests: 10% of common interest to be issued to
                Scopia in satisfaction of Scopia's claims of $6
                million.  As additional consideration for
                providing the $8 million senior secured term loan,
                Scopia will be provided with warrants exercisable
                for 12% of the common interests.

    * In addition to the commitments to fund the Senior Secured
      Term Loan, fund the Junior Secured Term Loan and contribute
      the entire amount of its secured claim, Scopia will
      contribute $2.1 million in cash to support the
      distributions under the Plan.

    * CorCapital will be entitled to receive a break-up fee of
      $500,000 and over-bid protections of $250,000.

    * Reorganized WTG will provide payments to creditors totaling
      approximately $17,736,670 and will provide for these
      recoveries to creditors:

      -- Administrative expense claims: 100%

      -- Other priority Claims: 100%

      -- Bean Storage and Handling claims: 100%

      -- Growers Accepting the Plan: 75%, not to exceed
                $14,703,803, and also assuming acceptance and
                depending on claim amount resolutions.

      -- Growers Not Accepting the Plan: 100% (paid over 4 years
                in equal quarterly installments subject to claims
                reconciliation).

      -- Other Unsecured Creditors: 25% to 75%, depending on
                actual secured, administrative and priority
                claims.

    * The implementation of the Term Sheet requires, among other
      things, (1) at least 2/3 in dollar amount of all Growers,
      and more than one-half in number of all Growers, vote to
      accept the Plan, and (2) the effective date of the Plan
      will occur by Nov. 30, 2014 or such later date as the
      CorCapital may agree.

In light of the filing of the Second Amended Plan on Sept. 23, the
Debtor asked the court to adjourn the Sept. 24 hearing on the
motion by certain growers to appoint a trustee and the adequacy of
the disclosure statement explaining the Plan.

A copy of the Second Amended Plan is available for free at:
http://bankrupt.com/misc/West_Texas_2nd_Am_Plan.pdf

                   Growers Object to Term Sheet

Certain Guar Growers, which have sought appointment of a Chapter
11 trustee to take over management of the Debtor, claim that
through the Term Sheet, Scopia and the Debtor are again seeking to
buy time with an open ended term sheet and under a deal which can
be completely scotched on a moment's notice.

The Growers point out that the Second Term Sheet (the second one
signed by the Debtor and Scotia), like the first, is riddled with
multiple contingencies that completely excuse performance under
the term sheet.  These contingencies include:

  (i) Assent of two-thirds of all growers in terms of claim value
and one-half the total number of growers;

(ii) An unspecified resolution of issues relating to "closed loop
supply chain" in a manner satisfactory to CorCapital;

(iii) An unspecified resolution of issues relating to title to
real property;

(iv) The occurrence of no "material adverse event" with respect
to the operations of the WTG Business, although it is not at all
clear what a material adverse event would be.

The Certain Guar Growers are represented by:

         Andrew R. Seger, Esq.
         THE SEGER FIRM, P.C.
         4825 50th St., Suite A
         Lubbock, Texas 79401
         Phone: (806) 793-1906
         Facsimile: (806) 793-1979
         E-mail: aseger@thesegerfirm.com

              - and -

         Dustin Burrows, Esq.
         Rion Sanford, Esq.
         Jennifer Workman, Esq.
         McCLESKEY HARRIGER BRAZILL & GRAF, LLP
         P.O. Box 6170
         Lubbock Texas, 79401
         Phone: (806) 687-0630
         Facsimile: (806) 796-7365
         E-mail: dustinburrows@mhbg.com

              - and -

         Fernando M. Bustos, Esq.
         Aaron M. Pier, Esq.
         Megan Davis, Esq.
         BUSTOS LAW FIRM, P.C.
         P.O. Box 1980
         Lubbock, Texas 79408
         Phone: (806) 780-3976
         Facsimile: (806) 780-3800
         E-mail: fbustos@bustoslawfirm.com

              - and -

         Craig A. Stokes, Esq.
         STOKES LAW OFFICE LLP
         3330 Oakwell Court, Suite 225
         San Antonio, TX 78218
         Telephone (210) 804-0011
         Facsimile (210) 822-2595
         E-mail: cstokes@stokeslawoffice.com

                      About West Texas Guar

Representatives of 24 farms filed an involuntary Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on March
14, 2014, against West Texas Guar Inc.  The farmers claim they are
owed nearly $4 million for seed they've delivered on the 2013
harvest but haven't been paid for.  Guar is a seed crop that has a
variety of uses in human and animal food production, textiles and
fracking for oil and gas wells.

Judge Robert L. Jones oversees the case.  The farmers are
represented by R. Byrn Bass, Jr., Esq., Attorney at Law.

WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon,
Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in
Dallas, Texas.

WTG and Scopia Windmill Fund LP filed a Joint Plan of
Reorganization and Disclosure Statement on August 25, 2014.  The
Disclosure Statement hearing is currently scheduled for
September 24, 2014.


ZOGENIX INC: To Enforce Zohydro Intellectual Rights
---------------------------------------------------
Zogenix, Inc., disclosed with the U.S. Securities and Exchange
Commission that it received a paragraph IV certification from
Alvogen Pine Brook, Inc., advising Zogenix of the filing of an
Abbreviated New Drug Application with the U.S. Food and Drug
Administration for a generic version of Zohydro(R) ER (hydrocodone
bitartrate) Extended-Release Capsules, CII.

The certification notice alleges that the two U.S. patents listed
in the FDA's Orange Book for Zohydro ER, with an expiration date
in November 2019, will not be infringed by Alvogen's proposed
product, are invalid or are unenforceable.  Zogenix and its
licensor are evaluating the paragraph IV certification and intend
to vigorously enforce the intellectual property rights relating to
Zohydro ER.

Zohydro ER was granted exclusivity by the FDA through October
2016; Zogenix submitted a supplemental New Drug Application for
the next-generation capsule formulation of Zohydro ER on Sept. 30,
2014.

The parties have 45 days from the receipt of the paragraph IV
certification to commence a patent infringement lawsuit against
Alvogen that would automatically stay, or bar, the FDA from
approving Alvogen's ANDA for 30 months or until a district court
decision that is adverse to the asserted patents, whichever is
earlier.

                         About Zogenix Inc.

Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and
Emeryville, California, is a pharmaceutical company
commercializing and developing products for the treatment of
central nervous system disorders and pain.

Zogenix reported a net loss of $80.85 million in 2013, as compared
with a net loss of $47.38 million in 2012.

The Company's balance sheet at June 30, 2014, the Company had
$133.29 million in total assets, $64.98 million in total
liabilities and $68.31 million in total stockholders' equity.

Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company's recurring losses from operations and lack of
sufficient working capital raise substantial doubt about its
ability to continue as a going concern.


WPCS INTERNATIONAL: Closes Sale of Seattle Operations for $2.1MM
----------------------------------------------------------------
WPCS International Incorporated disclosed that on Sept. 30, 2014,
it completed the sale of substantially all of the assets of WPCS
International - Seattle, Inc., to EC Company, an Oregon-based
electrical contracting company.

Sebastian Giordano, Interim CEO of WPCS, commented, "After having
successfully disposed of our two unprofitable operations in
Australia and Trenton, the sale of our Seattle Operations provides
vital cash for the Company as we continue our restructuring
efforts."

The Company sold substantially all of the assets of the Seattle
Operations to EC for an all-cash purchase price of approximately
$2,120,000.  The final purchase price is subject to adjustment
based on the net tangible asset value of the Seattle Operations as
of Sept. 30, 2014.  Prior to closing, the parties agreed that the
closing NTAV of the Seattle Operations was approximately
$1,870,000.  The Company received approximately $1,460,000 in
cash, while approximately $410,000 was held in escrow for the
payment of certain payroll liabilities.  In addition, 90 days from
the closing date, the Company could receive the remaining
$250,000, which is also currently being held in escrow, dependent
upon the final NATV calculation.

Mr. Giordano continued, "Transactionally, we are now focused on
selling our China joint venture interest, which would bring
additional working capital into the Company, as we continue to
manage our profitable Suisun operations, develop our digital
currency business and work towards successfully completing our
restructuring."

                   Hudson Bay Exchange Agreement

On Sept. 30, 2014, the Board of Directors of WPCS International
approved the filing of and filed with the Secretary of State of
the State of Delaware a Certificate of Designations, Preferences
and Rights of Series F Convertible Preferred Stock and a
Certificate of Designations, Preferences and Rights of Series G
Convertible Preferred Stock.

On Sept. 30, 2014, the Company entered into an Amendment, Waiver
and Exchange Agreement with Hudson Bay Master Fund Ltd., a holder
of outstanding notes, warrants and preferred stock of the Company
previously purchased through a Securities Purchase Agreement dated
Dec. 4, 2012, an Amendment, Waiver and Exchange Agreement, dated
Oct. 25, 2013, and a Securities Purchase Agreement dated Dec. 17,
2013, as amended.

Pursuant to the 2012 SPA, Hudson Bay purchased (i) a senior
secured convertible note, which as of the Closing Date, had an
outstanding principal amount of $145,362, which is convertible
into shares of the Company's common stock, $0.0001 par value per
share and (ii) a warrant, which as of the Closing Date, allowed
Hudson Bay to purchase 710,248 shares of Common Stock.  Pursuant
to the 2013 Amendment, Hudson Bay acquired a warrant, which as of
the Closing Date, allowed Hudson Bay to purchase 61,760 shares of
Common Stock.  Pursuant to the 2013 SPA, Hudson Bay purchased (i)
shares of series E convertible preferred stock, which as of the
Closing Date, 794 were owned by Hudson Bay and are convertible
into shares of Common Stock and (ii) a warrant, which as of the
Closing Date, allowed Hudson Bay to purchase 488,603 shares of
Common Stock.

Pursuant to the Exchange Agreement, Hudson Bay exchanged (i) the
2012 Note for 5,628 shares of newly designated series F
convertible preferred stock, par value $0.001; (ii) the Series E
Preferred Stock for a promissory note in a principal amount of
$794,000 and 1,060 shares of series G convertible preferred stock,
par value $0.001; and (iii) the Warrants for 1,028 shares of
Series G Preferred Stock. The Series F Preferred Stock and Series
G Preferred Stock were issued in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended.

The 2014 Note matures on Sept. 30, 2015, and accrues no interest.
Upon and during an event of default, the Note will accrue interest
daily at a rate of 25%, compounding monthly.  The Company has the
right to redeem the 2014 Note at any time.  If the 2014 Note is
not repaid prior to Oct. 5, 2015, the Company will be obligated to
pay an additional 25% redemption premium.  In addition, if the
Company sells any securities, then the Company will redeem 17% of
the 2014 Note with the net proceeds of that offering.  Upon an
event of default, Hudson Bay has the right to require the Company
to redeem the 2014 Note, with a 25% redemption premium upon the
occurrence of certain events of default.

                     Seattle Escrow Agreement

In connection with the sale of the substantially all of the assets
of WPCS International-Seattle, Inc., the Company, EC Company and
Sichenzia Ross Friedman Ference LLP entered into an escrow
agreement governing the terms of release of funds deposited in
escrow.

               About WPCS International Incorporated

WPCS -- http://www.wpcs.com-- operates in two business segments
including: (1) providing communications infrastructure contracting
services to the public services, healthcare, energy and corporate
enterprise markets worldwide; and (2) developing a Bitcoin trading
platform.

As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013.

WPCS International incurred a net loss attributable to common
shareholders of $11.16 million for the year ended April 30, 2014,
as compared with a net loss attributable to common shareholders of
$6.91 million for the year ended April 30, 2013.  As of April 30,
2014, the Company had $22.02 million in total assets, $16.05
million in total liabilities and $5.96 million in total equity.

Marcum LLP, in New York, NY, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2014.  The independent auditing firm
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


* Equity Generated During Chapter 13 Goes to Bankrupts
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. District Judge Curtis L. Collier in
Knoxville, Tennessee, ruled that equity created in a home during
an ultimately unsuccessful Chapter 13 belongs to the bankrupt
individuals, not the Chapter 7 trustee.  According to the report,
Judge Collier upheld a bankruptcy judge, finding that Section
348(f) of the Bankruptcy Code was dispositive, adding that the
statute encourages individuals to use Chapter 13 by assuring them
that equity gained during Chapter 13 won't go to the Chapter 7
trustee on conversion.

The case is In re Hodges, 13-cv-361, U.S. District Court, Eastern
District Tennessee (Knoxville).


* Involuntary Petitioner Beats Most of Bad-Faith Award
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. District Judge Cecilia M. Altanoga in
Miami set aside most of the $6.1 million in compensatory and
punitive damages against creditors for filing an involuntary
bankruptcy petition in bad faith, leaving $360,000 for emotional
distress.

According to the report, Judge Altonaga said the evidence
justified the jury's findings of bad faith, but there wasn't
enough to support punitive damages because nothing showed
intentional malice or conduct that was "particularly egregious or
reprehensible."

The case is Rosenberg v. DVI Receivables XIV LLC, 12-cv-22275,
U.S. District Court, Southern District Florida (Miami).


* Judge Denies Bankruptcy Protection to Denver Marijuana Business
-----------------------------------------------------------------
Tom McGhee, writing for The Denver Post, reported that U.S.
Bankruptcy Judge Howard Tallman in Denver has dismissed the case
of a Denver marijuana business owner, saying that although his
activities are legal under Colorado law, he is violating the
federal Controlled Substances Act.  According to the report, in
dismissing the case, Judge Tallman said he realizes the "result is
devastating for the debtor."


* Mich. Single-Biz Tax Can't Be Cut in Ch. 11, Court Says
---------------------------------------------------------
Law360 reported that the State of Michigan Court of Appeals in a
case of first impression affirmed that the Michigan single-
business tax is an excise tax and not dischargeable under Chapter
11 of the Bankruptcy Code.  According to the report, in a
published decision, the court affirmed the Michigan Tax Tribunal's
judgment that petitioner Paul A. Henderson of Florida was liable
for more than $72,000 in single-business taxes and interest as a
corporate officer of Jefferson Beach Properties LLC even though
his debts were discharged in bankruptcy court.


* Carlton Fields Expands Los Angeles Practice with 4 Attorneys
--------------------------------------------------------------
Carlton Fields Jorden Burt continues its growth in California with
the addition of four new attorneys in its Los Angeles office.
Thomas H. Godwin joins as a shareholder bringing with him Valerie
D. Escalante and Kate S. Shin.  Additionally, Jee H. Lee joins the
firm from his clerkship with the United States District Court. All
four attorneys practice in the Business Litigation section of the
firm's National Trial Practice Group.

"Tom is a successful and accomplished trial lawyer, with business
jury verdicts under his belt," said Mark Neubauer, Carlton Fields
Jorden Burt's Los Angeles Office Managing Shareholder. "All of
these lawyers are part of the continued growth of the Carlton
Fields Jorden Burt's California office, which was established only
earlier this year."

Godwin's national practice focuses on helping clients resolve
high-stakes litigation issues throughout all stages of litigation,
including pre-litigation and appeals. He combines strategic
thinking with thorough legal analysis to meet the specific needs
of clients' cases and business concerns. His practice includes
class action defense, business disputes, entertainment disputes,
IP disputes, unfair competition disputes, merger disputes, real
estate disputes, and involuntary dissolution proceedings for
business entities. He also has experience handling administrative
law, regulatory actions, securities law, and products liability.

"I'm eager to work with my new colleagues at Carlton Fields Jorden
Burt," said Godwin. "The firm has a strong culture for
collaboration and best-in-class client service, and I look forward
to building my practice at this elite institution."

Godwin is admitted to practice in California; the U.S. District
Court, Central District of California; New York; and the U.S.
District Court, Southern District of New York. His past experience
includes working in a boutique law firm environment for three
years and working as a litigator for two AmLaw 100 firms. He
obtained his J.D. and an LL.M. in International and Comparative
Law from Duke Law, and he received his B.A. from the University of
Virginia.

Mr. Goodwin may be reached at:

         Thomas H. Godwin, Esq.
         CARLTON FIELDS JORDEN BURT
         2000 Avenue of the Stars
         Suite 530, North Tower
         Los Angeles, CA 90067-4707
         Tel: (310) 843-6308
         Fax: (310) 843-6301
         E-mail: tgodwin@cfjblaw.com

Escalante's experience includes litigating sophisticated business
contract disputes, complex commercial and construction matters,
and corporate bankruptcy. She has also represented clients in
lawsuits involving fair housing law, federal civil rights,
constitutional law, and torts. Escalante represents both
businesses and private individuals. She is highly versed in
complex litigation matters including managing electronic
discovery, handling social media related issues, and addressing
choice of law matters.

She received her J.D. from Cornell Law School along with an L.L.M.
in International and Comparative Law.  While in law school she
served as a law clerk for the Honorable Judge Terry Hatter in the
Central District of California and she was an extern for the U.S.
Attorney's Office, Los Angeles, Civil Division. She received her
B.A., with distinction, from the University of California,
Berkeley. Escalante is conversational in Portuguese and Spanish.

Ms. Escalante may be reached at:

         Valerie D. Escalante, Esq.
         CARLTON FIELDS JORDEN BURT
         2000 Avenue of the Stars
         Suite 530, North Tower
         Los Angeles, CA 90067-4707
         Tel: (310) 843-6316
         Fax: (310) 843-6301
         Email: vescalante@cfjblaw.com

Lee will practice in both state and federal court, as part of
Carlton Fields Jorden Burt's National Trial Practice Group.

He has served as a judicial law clerk to the Honorable J. Spencer
Letts in the U.S. District Court for the Central District of
California. He has also served as an extern law clerk to the
Honorable Consuelo B. Marshall in the Central District of
California and two judges in the state court.

Lee received his J.D. from Lewis and Clark Law School and his B.A.
from the University of California, Los Angeles. He is a former
United States Army Reserve Sergeant/E5. He is fluent in Korean and
Spanish.

Mr. Lee may be reached at:

         Jee H. Lee, Esq.
         CARLTON FIELDS JORDEN BURT
         2000 Avenue of the Stars
         Suite 530, North Tower
         Los Angeles, CA 90067-4707
         Tel: (310) 843-6314
         Fax: (310) 843-6301
         Email: jlee@cfjblaw.com

Shin practices in the areas of commercial litigation, real
property disputes, business transactions, and bankruptcy. Her
litigation experience includes representation of business owners
in connection with contractual disputes and unfair business
practice claims, and representation of property owners in wrongful
foreclosure cases and disputes over property insurance claims.

Shin is deeply involved in the local Korean-American communities
in Los Angeles. She is a first-generation immigrant to the U.S.
She is fluent in Korean, having attended the University of Ulsan,
South Korea, before her relocation to the U.S. Shin received her
J.D. from Pepperdine University School of Law and she received a
dual B.A., summa cum laude, from the University of California, Los
Angeles.

Mr. Shin may be reached at:

         Kate S. Shin, Esq.
         CARLTON FIELDS JORDEN BURT
         2000 Avenue of the Stars
         Suite 530, North Tower
         Los Angeles, CA 90067-4707
         Tel: (310) 843-6318
         Fax: (310) 843-6301
         Email: kshin@cfjblaw.com


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                               Total
                                              Share-      Total
                                    Total   Holders'    Working
                                   Assets     Equity    Capital
  Company         Ticker             ($MM)      ($MM)      ($MM)
  -------         ------           ------   --------    -------
ABSOLUTE SOFTWRE  OU1 GR            129.2       (9.4)       0.4
ABSOLUTE SOFTWRE  ALSWF US          129.2       (9.4)       0.4
ABSOLUTE SOFTWRE  ABT CN            129.2       (9.4)       0.4
ADVANCED CELL TE  T2N1 GR             5.5       (5.8)      (4.8)
ADVANCED CELL TE  ACTC US             5.5       (5.8)      (4.8)
ADVANCED EMISSIO  OXQ1 GR           106.4      (46.1)     (15.3)
ADVANCED EMISSIO  ADES US           106.4      (46.1)     (15.3)
ADVENT SOFTWARE   AXQ GR            452.2      (86.0)     (99.3)
ADVENT SOFTWARE   ADVS US           452.2      (86.0)     (99.3)
AEMETIS INC       AMTX US            95.4       (1.1)     (18.1)
AIR CANADA-CL A   AIDIF US       10,522.0   (1,822.0)    (226.0)
AIR CANADA-CL A   AC/A CN        10,522.0   (1,822.0)    (226.0)
AIR CANADA-CL A   ADH TH         10,522.0   (1,822.0)    (226.0)
AIR CANADA-CL A   ADH GR         10,522.0   (1,822.0)    (226.0)
AIR CANADA-CL B   AIDEF US       10,522.0   (1,822.0)    (226.0)
AIR CANADA-CL B   AC/B CN        10,522.0   (1,822.0)    (226.0)
ALLIANCE HEALTHC  AIQ US            468.1     (131.0)      59.7
AMC NETWORKS-A    9AC GR          3,685.9     (396.1)     689.3
AMC NETWORKS-A    AMCX US         3,685.9     (396.1)     689.3
AMC NETWORKS-A    AMCX* MM        3,685.9     (396.1)     689.3
AMER RESTAUR-LP   ICTPU US           33.5       (4.0)      (6.2)
AMYLIN PHARMACEU  AMLN US         1,998.7      (42.4)     263.0
AMYRIS INC        3A0 TH            284.1     (139.7)      74.4
AMYRIS INC        AMRS US           284.1     (139.7)      74.4
ANGIE'S LIST INC  ANGI US           128.4      (36.6)     (54.9)
ANGIE'S LIST INC  8AL GR            128.4      (36.6)     (54.9)
ANGIE'S LIST INC  8AL TH            128.4      (36.6)     (54.9)
ARRAY BIOPHARMA   ARRY US           139.1      (25.7)      68.9
ASTERIAS BIO      ASTY US             1.9       (5.1)      (6.7)
AUTOZONE INC      AZ5 GR          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC      AZ5 TH          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC      AZOEUR EU       7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC      AZO US          7,371.8   (1,808.2)  (1,016.1)
AVALANCHE BIOTEC  AAVL US            54.8       43.0       48.9
AVALANCHE BIOTEC  AVU GR             54.8       43.0       48.9
AVID TECHNOLOGY   AVID US           208.0     (348.9)    (134.1)
AXIM BIOTECHNOLO  AXIM US             0.1       (0.1)      (0.1)
BENEFITFOCUS INC  BNFT US           141.0      (14.6)      52.3
BENEFITFOCUS INC  BTF GR            141.0      (14.6)      52.3
BERRY PLASTICS G  BERY US         5,419.0     (118.0)     654.0
BERRY PLASTICS G  BP0 GR          5,419.0     (118.0)     654.0
BRP INC/CA-SUB V  DOO CN          1,895.9      (44.8)     133.6
BRP INC/CA-SUB V  BRPIF US        1,895.9      (44.8)     133.6
BRP INC/CA-SUB V  B15A GR         1,895.9      (44.8)     133.6
BURLINGTON STORE  BURL US         2,555.3     (140.1)     102.3
BURLINGTON STORE  BUI GR          2,555.3     (140.1)     102.3
CABLEVISION SY-A  CVC US          6,701.1   (5,133.2)     338.4
CABLEVISION SY-A  CVY GR          6,701.1   (5,133.2)     338.4
CABLEVISION-W/I   CVC-W US        6,701.1   (5,133.2)     338.4
CABLEVISION-W/I   8441293Q US     6,701.1   (5,133.2)     338.4
CADIZ INC         CDZI US            57.9      (45.6)       4.7
CAESARS ENTERTAI  C08 GR         27,069.4   (2,578.4)   1,716.6
CAESARS ENTERTAI  CZR US         27,069.4   (2,578.4)   1,716.6
CALLIDUS CAPITAL  28K GR            444.5       (4.3)       -
CALLIDUS CAPITAL  CBL CN            444.5       (4.3)       -
CAPMARK FINANCIA  CPMK US        20,085.1     (933.1)       -
CASELLA WASTE     CWST US           656.6       (7.6)     (11.6)
CATALENT INC      CTLT US         3,090.2     (367.3)     234.5
CATALENT INC      0C8 GR          3,090.2     (367.3)     234.5
CATALENT INC      0C8 TH          3,090.2     (367.3)     234.5
CENTENNIAL COMM   CYCL US         1,480.9     (925.9)     (52.1)
CHOICE HOTELS     CHH US            628.4     (412.5)     184.3
CHOICE HOTELS     CZH GR            628.4     (412.5)     184.3
CIENA CORP        CIE1 TH         2,100.4      (45.2)     889.3
CIENA CORP        CIE1 GR         2,100.4      (45.2)     889.3
CIENA CORP        CIEN TE         2,100.4      (45.2)     889.3
CIENA CORP        CIEN US         2,100.4      (45.2)     889.3
CINCINNATI BELL   CBB US          2,176.9     (556.0)     337.7
CIVITAS SOLUTION  1CI GR          1,031.5      (62.0)      66.1
CIVITAS SOLUTION  CIVI US         1,031.5      (62.0)      66.1
CORINDUS VASCULA  CVRS US             0.0       (0.0)      (0.0)
CROWN BAUS CAPIT  CBCA US             0.0       (0.0)      (0.0)
DENNY'S CORP      DE8 GR            284.2       (0.0)     (21.5)
DENNY'S CORP      DENN US           284.2       (0.0)     (21.5)
DERMIRA           DERM US            16.5       (2.2)       3.9
DEX MEDIA INC     DXM US          2,084.0     (864.0)     139.0
DIRECTV           DTVEUR EU      22,126.0   (6,127.0)    (624.0)
DIRECTV           DTV CI         22,126.0   (6,127.0)    (624.0)
DIRECTV           DTV US         22,126.0   (6,127.0)    (624.0)
DIRECTV           DIG1 GR        22,126.0   (6,127.0)    (624.0)
DOMINO'S PIZZA    EZV TH            495.7   (1,289.7)     105.0
DOMINO'S PIZZA    EZV GR            495.7   (1,289.7)     105.0
DOMINO'S PIZZA    DPZ US            495.7   (1,289.7)     105.0
DUN & BRADSTREET  DB5 GR          1,773.4   (1,077.1)     (60.3)
DUN & BRADSTREET  DNB US          1,773.4   (1,077.1)     (60.3)
EDGEN GROUP INC   EDG US            883.8       (0.8)     409.2
EMPIRE RESORTS I  LHC1 GR            46.1       (9.5)      (7.2)
EMPIRE RESORTS I  NYNY US            46.1       (9.5)      (7.2)
EMPIRE STATE -ES  ESBA US         1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60  OGCP US         1,122.2      (31.6)    (925.9)
EOS PETRO INC     EOPT US             1.5       (4.3)      (5.5)
FAIRPOINT COMMUN  FRP US          1,524.8     (360.6)      20.9
FAIRPOINT COMMUN  FONN GR         1,524.8     (360.6)      20.9
FERRELLGAS-LP     FGP US          1,589.9      (88.9)      89.0
FERRELLGAS-LP     FEG GR          1,589.9      (88.9)      89.0
FMSA HOLDINGS IN  FMSA US         1,375.5      (82.0)     232.3
FREESCALE SEMICO  1FS TH          3,265.0   (3,728.0)   1,334.0
FREESCALE SEMICO  FSL US          3,265.0   (3,728.0)   1,334.0
FREESCALE SEMICO  1FS GR          3,265.0   (3,728.0)   1,334.0
GAMING AND LEISU  GLPI US         2,581.7      (72.9)     (41.1)
GAMING AND LEISU  2GL GR          2,581.7      (72.9)     (41.1)
GENCORP INC       GCY GR          1,675.6      (49.0)      86.7
GENCORP INC       GCY TH          1,675.6      (49.0)      86.7
GENCORP INC       GY US           1,675.6      (49.0)      86.7
GENTIVA HEALTH    GHT GR          1,250.6     (285.7)     112.2
GENTIVA HEALTH    GTIV US         1,250.6     (285.7)     112.2
GLG PARTNERS INC  GLG US            400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US          400.0     (285.6)     156.9
GLOBALSTAR INC    GSAT US         1,327.4     (204.5)      (8.9)
GOLD RESERVE INC  GRZ CN             29.9       (4.2)       9.9
GOLD RESERVE INC  GOD GR             29.9       (4.2)       9.9
GOLD RESERVE INC  GDRZF US           29.9       (4.2)       9.9
GRAHAM PACKAGING  GRM US          2,947.5     (520.8)     298.5
HCA HOLDINGS INC  2BH GR         29,822.0   (6,588.0)   2,877.0
HCA HOLDINGS INC  2BH TH         29,822.0   (6,588.0)   2,877.0
HCA HOLDINGS INC  HCA US         29,822.0   (6,588.0)   2,877.0
HD SUPPLY HOLDIN  5HD GR          6,714.0     (701.0)   1,438.0
HD SUPPLY HOLDIN  HDS US          6,714.0     (701.0)   1,438.0
HERBALIFE LTD     HOO GR          2,435.7     (404.1)     552.4
HERBALIFE LTD     HLFEUR EU       2,435.7     (404.1)     552.4
HERBALIFE LTD     HLF US          2,435.7     (404.1)     552.4
HOVNANIAN ENT-A   HOV US          1,893.7     (443.1)   1,107.3
HOVNANIAN ENT-B   HOVVB US        1,893.7     (443.1)   1,107.3
HOVNANIAN-A-WI    HOV-W US        1,893.7     (443.1)   1,107.3
HUGHES TELEMATIC  HUTC US           110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTCU US          110.2     (101.6)    (113.8)
IHEARTMEDIA INC   IHRT US        14,752.2   (9,315.2)   1,225.6
IMPRIVATA INC     IMPR US            35.6       (4.3)     (10.8)
IMPRIVATA INC     I62 GR             35.6       (4.3)     (10.8)
INCYTE CORP       INCY US           679.1     (171.0)     464.6
INCYTE CORP       ICY GR            679.1     (171.0)     464.6
INCYTE CORP       ICY TH            679.1     (171.0)     464.6
INFOR US INC      LWSN US         6,778.1     (460.0)    (305.9)
IPCS INC          IPCS US           559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US           124.7      (64.8)       2.2
JUST ENERGY GROU  1JE GR          1,511.6     (169.0)     230.1
JUST ENERGY GROU  JE US           1,511.6     (169.0)     230.1
JUST ENERGY GROU  JE CN           1,511.6     (169.0)     230.1
KINAXIS INC       KXS CN             44.6      (70.4)      (6.4)
KINAXIS INC       KXSCF US           44.6      (70.4)      (6.4)
KINAXIS INC       9KX GR             44.6      (70.4)      (6.4)
L BRANDS INC      LTD GR          6,870.0     (503.0)   1,119.0
L BRANDS INC      LTD TH          6,870.0     (503.0)   1,119.0
L BRANDS INC      LB US           6,870.0     (503.0)   1,119.0
LEAP WIRELESS     LWI TH          4,662.9     (125.1)     346.9
LEAP WIRELESS     LWI GR          4,662.9     (125.1)     346.9
LEAP WIRELESS     LEAP US         4,662.9     (125.1)     346.9
LEE ENTERPRISES   LEE US            828.2     (165.0)     (26.0)
LORILLARD INC     LO US           2,893.0   (2,228.0)     900.0
LORILLARD INC     LLV GR          2,893.0   (2,228.0)     900.0
LORILLARD INC     LLV TH          2,893.0   (2,228.0)     900.0
MANNKIND CORP     MNKD US           236.3      (46.4)     (74.3)
MANNKIND CORP     NNF1 GR           236.3      (46.4)     (74.3)
MANNKIND CORP     NNF1 TH           236.3      (46.4)     (74.3)
MARRIOTT INTL-A   MAQ TH          6,830.0   (1,720.0)  (1,153.0)
MARRIOTT INTL-A   MAQ GR          6,830.0   (1,720.0)  (1,153.0)
MARRIOTT INTL-A   MAR US          6,830.0   (1,720.0)  (1,153.0)
MDC PARTNERS-A    MDZ/A CN        1,685.0      (87.5)    (228.9)
MDC PARTNERS-A    MDCA US         1,685.0      (87.5)    (228.9)
MDC PARTNERS-A    MD7A GR         1,685.0      (87.5)    (228.9)
MERITOR INC       MTOR US         2,810.0     (527.0)     373.0
MERITOR INC       AID1 GR         2,810.0     (527.0)     373.0
MERRIMACK PHARMA  MACK US           129.8      (77.1)      13.0
MERRIMACK PHARMA  MP6 GR            129.8      (77.1)      13.0
MICHAELS COS INC  MIK US          1,716.0   (2,734.0)     493.0
MICHAELS COS INC  MIM GR          1,716.0   (2,734.0)     493.0
MONEYGRAM INTERN  MGI US          4,784.5     (142.0)     119.2
MORGANS HOTEL GR  MHGC US           684.8     (211.2)     124.9
MORGANS HOTEL GR  M1U GR            684.8     (211.2)     124.9
MOXIAN CHINA INC  MOXC US             4.9       (1.2)      (4.0)
MPG OFFICE TRUST  1052394D US     1,280.0     (437.3)       -
NATIONAL CINEMED  NCMI US         1,005.2     (188.3)      79.1
NATIONAL CINEMED  XWM GR          1,005.2     (188.3)      79.1
NAVISTAR INTL     IHR GR          7,702.0   (4,046.0)   1,126.0
NAVISTAR INTL     NAV US          7,702.0   (4,046.0)   1,126.0
NAVISTAR INTL     IHR TH          7,702.0   (4,046.0)   1,126.0
NEKTAR THERAPEUT  NKTR US           478.1      (35.4)     213.9
NEKTAR THERAPEUT  ITH GR            478.1      (35.4)     213.9
NORTHWEST BIO     NWBO US            12.6      (29.9)     (30.0)
NORTHWEST BIO     NBYA GR            12.6      (29.9)     (30.0)
NYMOX PHARMACEUT  NYMX US             0.8       (5.8)      (4.0)
OMEROS CORP       OMER US            41.0      (10.6)      26.8
OMEROS CORP       3O8 GR             41.0      (10.6)      26.8
OMTHERA PHARMACE  OMTH US            18.3       (8.5)     (12.0)
PALM INC          PALM US         1,007.2       (6.2)     141.7
PHIBRO ANIMAL HE  PAO GR            473.3      (78.7)     177.3
PHIBRO ANIMAL HE  PAO EU            473.3      (78.7)     177.3
PHIBRO ANIMAL HE  PAHC LN           473.3      (78.7)     177.3
PHIBRO ANIMAL-A   PB8 GR            473.3      (78.7)     177.3
PHIBRO ANIMAL-A   PAHC US           473.3      (78.7)     177.3
PHILIP MORRIS IN  PMI SW         36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN  4I1 GR         36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN  PM1CHF EU      36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN  PM US          36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN  PM FP          36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN  4I1 TH         36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN  PM1 TE         36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN  PM1EUR EU      36,325.0   (7,847.0)   1,130.0
PLAYBOY ENTERP-A  PLA/A US          165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US            165.8      (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US         1,096.8      (91.4)     217.3
PLY GEM HOLDINGS  PG6 GR          1,096.8      (91.4)     217.3
PROTALEX INC      PRTX US             1.7       (8.2)       1.2
PROTECTION ONE    PONE US           562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QDZ GR            445.6      (35.6)     115.6
QUALITY DISTRIBU  QLTY US           445.6      (35.6)     115.6
QUINTILES TRANSN  QTS GR          2,978.6     (621.6)     511.6
QUINTILES TRANSN  Q US            2,978.6     (621.6)     511.6
RADNET INC        PQIA GR           738.4       (2.8)      60.7
RADNET INC        RDNT US           738.4       (2.8)      60.7
RAYONIER ADV      RYAM US         1,225.0      (38.8)     136.3
RAYONIER ADV      RYQ GR          1,225.0      (38.8)     136.3
REGAL ENTERTAI-A  RETA GR         2,675.7     (750.5)      26.2
REGAL ENTERTAI-A  RGC US          2,675.7     (750.5)      26.2
RENAISSANCE LEA   RLRN US            57.0      (28.2)     (31.4)
RENTPATH INC      PRM US            208.0      (91.7)       3.6
REVLON INC-A      REV US          1,938.7     (571.8)     275.3
REVLON INC-A      RVL1 GR         1,938.7     (571.8)     275.3
RITE AID CORP     RTA GR          6,959.3   (1,906.5)   1,783.1
RITE AID CORP     RTA TH          6,959.3   (1,906.5)   1,783.1
RITE AID CORP     RAD US          6,959.3   (1,906.5)   1,783.1
ROCKWELL MEDICAL  RWM GR             25.9       (3.9)       6.4
ROCKWELL MEDICAL  RMTI US            25.9       (3.9)       6.4
ROCKWELL MEDICAL  RWM TH             25.9       (3.9)       6.4
RURAL/METRO CORP  RURL US           303.7      (92.1)      72.4
RYERSON HOLDING   7RY TH          2,001.1     (108.5)     734.8
RYERSON HOLDING   RYI US          2,001.1     (108.5)     734.8
RYERSON HOLDING   7RY GR          2,001.1     (108.5)     734.8
SALLY BEAUTY HOL  S7V GR          1,983.6     (362.8)     616.8
SALLY BEAUTY HOL  SBH US          1,983.6     (362.8)     616.8
SILVER SPRING NE  SSNI US           534.3     (111.7)      83.2
SILVER SPRING NE  9SI GR            534.3     (111.7)      83.2
SILVER SPRING NE  9SI TH            534.3     (111.7)      83.2
SIRIUS XM CANADA  XSR CN            409.2      (78.8)    (157.0)
SIRIUS XM CANADA  SIICF US          409.2      (78.8)    (157.0)
SPORTSMAN'S WARE  06S GR            292.3      (44.5)      76.1
SPORTSMAN'S WARE  SPWH US           292.3      (44.5)      76.1
SUNGAME CORP      SGMZ US             2.5       (6.4)      (6.8)
SUPERVALU INC     SVU* MM         4,354.0     (682.0)     106.0
SUPERVALU INC     SJ1 GR          4,354.0     (682.0)     106.0
SUPERVALU INC     SVU US          4,354.0     (682.0)     106.0
SUPERVALU INC     SJ1 TH          4,354.0     (682.0)     106.0
THERAVANCE        HVE GR            605.6     (187.5)     303.2
THERAVANCE        THRX US           605.6     (187.5)     303.2
THRESHOLD PHARMA  THLD US            84.2      (28.3)      42.8
TOWN SPORTS INTE  CLUB US           412.2      (55.1)      25.1
TRANSDIGM GROUP   TDG US          6,711.0   (1,591.5)   1,073.0
TRANSDIGM GROUP   T7D GR          6,711.0   (1,591.5)   1,073.0
TRAVELPORT WORLD  1TW GR          3,016.0   (1,069.0)    (262.0)
TRAVELPORT WORLD  1TW TH          3,016.0   (1,069.0)    (262.0)
TRAVELPORT WORLD  TVPT US         3,016.0   (1,069.0)    (262.0)
TRINET GROUP INC  TNETEUR EU      1,333.0      (36.7)      70.3
TRINET GROUP INC  TN3 GR          1,333.0      (36.7)      70.3
TRINET GROUP INC  TN3 TH          1,333.0      (36.7)      70.3
TRINET GROUP INC  TNET US         1,333.0      (36.7)      70.3
TRUPANION INC     TRUP US            48.8       (7.3)       3.8
TRUPANION INC     TPW GR             48.8       (7.3)       3.8
ULTRA PETROLEUM   UPM GR          2,958.1     (123.5)    (352.9)
ULTRA PETROLEUM   UPL US          2,958.1     (123.5)    (352.9)
ULTRA PETROLEUM   UPLEUR EU       2,958.1     (123.5)    (352.9)
UNISYS CORP       UISCHF EU       2,336.1     (628.5)     369.7
UNISYS CORP       UIS US          2,336.1     (628.5)     369.7
UNISYS CORP       USY1 TH         2,336.1     (628.5)     369.7
UNISYS CORP       UIS1 SW         2,336.1     (628.5)     369.7
UNISYS CORP       USY1 GR         2,336.1     (628.5)     369.7
UNISYS CORP       UISEUR EU       2,336.1     (628.5)     369.7
VECTOR GROUP LTD  VGR GR          1,642.7      (31.1)     560.0
VECTOR GROUP LTD  VGR US          1,642.7      (31.1)     560.0
VECTOR GROUP LTD  VGR QT          1,642.7      (31.1)     560.0
VENOCO INC        VQ US             736.8     (139.5)    (777.3)
VERISIGN INC      VRS TH          2,322.6     (632.9)    (246.0)
VERISIGN INC      VRSN US         2,322.6     (632.9)    (246.0)
VERISIGN INC      VRS GR          2,322.6     (632.9)    (246.0)
VIRGIN MOBILE-A   VM US             307.4     (244.2)    (138.3)
WEIGHT WATCHERS   WTW US          1,526.4   (1,397.9)      13.8
WEIGHT WATCHERS   WW6 GR          1,526.4   (1,397.9)      13.8
WEIGHT WATCHERS   WW6 TH          1,526.4   (1,397.9)      13.8
WEIGHT WATCHERS   WTWEUR EU       1,526.4   (1,397.9)      13.8
WEST CORP         WT2 GR          3,876.0     (672.7)     264.3
WEST CORP         WSTC US         3,876.0     (672.7)     264.3
WESTMORELAND COA  WLB US          1,583.7     (260.6)      50.8
WESTMORELAND COA  WME GR          1,583.7     (260.6)      50.8
XERIUM TECHNOLOG  TXRN GR           633.4       (8.9)     104.5
XERIUM TECHNOLOG  XRM US            633.4       (8.9)     104.5
XOMA CORP         XOMA US            89.9       (7.6)      45.9
XOMA CORP         XOMA TH            89.9       (7.6)      45.9
XOMA CORP         XOMA GR            89.9       (7.6)      45.9
YRC WORLDWIDE IN  YRCW US         2,179.5     (362.4)     201.2
YRC WORLDWIDE IN  YEL1 GR         2,179.5     (362.4)     201.2
YRC WORLDWIDE IN  YEL1 TH         2,179.5     (362.4)     201.2


                             *********

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 by e-mail.

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 the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

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.

                           *********

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, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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