TCR_Public/141014.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 14, 2014, Vol. 18, No. 286

                            Headlines

1756 W. LAKE: Recording of Deed by Scherston Not Avoidable
22ND CENTURY: Crede to Resell 5.1 Million Common Shares
30DC INC: Posts $59,000 Net Income in Fiscal 2014
5209 WILSHIRE: Voluntary Chapter 11 Case Summary
AGFEED USA: Hires Epiq as Class Action Noticing & Claims Agent

ALBRIGHT COLLEGE: Moody's Withdraws Ba1 2014 Revenue Bonds Rating
ALCO STORES: Case Summary & 30 Largest Unsecured Creditors
ALMON BOWEN BALLARD: Chapter 11 Case Moved to Montgomery, Ala.
AMERICAN INT'L: Paulson Says Harsh Loan Terms Meant to Send Msg.
AMBUHEALTH INC: Voluntary Chapter 11 Case Summary

AMR CORP: Calif. Court Narrows "Gooch" Suit v. American Eagle
AMR CORP: French Claims Disallowed and Expunged
AMR CORP: Bryant and Meadows Claims Barred as Late-Filed
ANACOR PHARMACEUTICALS: Offering $75 Million Convertible Notes
ARIZONA LA CHOLLA: Can Employ Altfeld & Battaile as Counsel

ASARCO LLC: Tells 9th Circ. $33M Superfund Cleanup Row Is Timely
ASSOCIATED WHOLESALERS: Heads to Auction on Oct. 24
ASR CONSTRUCTORS: Inland Machinery Can Auction Equipment
AVON PRODUCTS: Moody's Lowers Senior Unsecured Rating to Ba1
BAGGETT BROTHERS: Creditor Not Entitled to Full Amount of Debt

BANK OF THE CAROLINAS: Amends 458.1MM Shares Resale Prospectus
BASS LTD: $40,000 Damages Award in ROFR Dispute Reversed
BERNARD L. MADOFF: Sends Email Backing Convicted Ex-Aide
BUCCANEER ENERGY: Sale & Bid Procedures Approval Sought
CAESARS ENTERTAINMENT: Former GM Executive Director Named CAO

CALIFORNIA COMMUNITY: Can Employ Cooper & Associates as Accountant
CARDINAL REAL ESTATE: Greer Wins $400,000 Summary Judgment
COMMUNICATION INTELLIGENCE: D. Engmann Reports 11.5% Stake
CONNEAUT LAKE PARK: Trustees Mull Filing for Bankr. to Save Park
CONSTAR INTERNATIONAL: Plan Filing Date Extended to Nov. 14

CORNERSTONE HOMES: Court Approves Trustee's Hiring of Auctioneer
CRUNCHIES FOOD: Files Schedules of Assets and Liabilities
CSN HOUSTON: Court Finds Comcast Contract Valueless
CUE & LOPEZ: Taps Diaz Bergnes & Cid as Substitute Auditor
CUE & LOPEZ: Court Denies Oriental Bank's Bid for Examiner

CYRUSONE INC: S&P Raises CCR to 'B+' & Rates New $600MM Debt 'B+'
DANIEL CARPENTER: Court Rules on Objection to Labor Dept Claim
DAYBREAK OIL: Posts $81,000 Net Income in Second Quarter
DETROIT, MI: Mayor Looking to Corporate Team to Run City
DIALOGIC INC: Enters Into Merger Agreement With Novacap TMT

DIALOGIC INC: Enters Into Merger Agreement With Novacap TMT
EAT AT JOE'S: Weinberg & Co. Replaced Robison Hill as Auditors
EDGENET INC: Files Ch. 11 Plan of Liquidation
ENDEAVOUR INT'L: Files for Ch. 11 After Noteholders' Deal
ENDEAVOUR INT'L: Case Summary & 30 Top Unsecured Creditors

ENERGY FUTURE: Defends Executives' Bonuses
ERF WIRELESS: Sells 3 Million Common Shares
EXIDE TECHNOLOGIES: DIP Financing Maturity Date Extended
F&H ACQUISITION: Needs Until Jan. 2015 to File Plan
FIRST CONNECTICUT: Trustees Settle With Mocco Parties

FREE LANCE-STAR: Gets Court Approval of Plan Outline
GENERAL MARITIME: Order Expunging Marro Claim Affirmed
GENERAL MOTORS: Creditors Seek Court View on Doc Authorization
GMG CAPITAL: Files Joint Chapter 11 Plan of Reorganization
GREEN POWER: Voluntary Chapter 11 Case Summary

GT ADVANCED: Apple Holds Off on Asking Payment of Loans
GT ADVANCED: Proposes Lease Rejection & Assumption Procedures
GT ADVANCED: Proposes to Reject Three Leases
GT ADVANCED: To Wind Down 2 Facilities, Reject Apple Contracts
GT ADVANCED: Oct. 15 Hearing on Motion to File Docs Under Seal

GT ADVANCED: Has Interim Authority to Pay Critical Vendors
GT ADVANCED: Schedules Filing Date Extended to Nov. 20
GT ADVANCED: Bankruptcy Court Enforces Injunction Provisions
GT ADVANCED: Ch. 11 Cases Assigned to Judge Henry Boroff
GT ADVANCED: Faces Securities Class Action After Bankruptcy Filing

GORDON PROPERTIES: Court to Take Up Plan at Jan. 20 Hearing
GORDON PROPERTIES: FOA Seeks to Withdraw 'Yes' Vote on Plan
GORDON PROPERTIES: FOA Asks Court to Confirm Validity of Claim
GROVE ESTATES: Meeting of Creditors Set for Nov. 5
GTA REALTY II: Files for Chapter 11 with $7.26-Mil. Debt

GTA REALTY II: Asks Court to Set Claims Bar Date
GTA REALTY II: Proposes Backenroth Frankel as Counsel
HALLOWEEN COSTUME: Auctions Inventory After Owner Files for Bankr.
HEADWATERS INC: S&P Revises Outlook to Pos. & Affirms 'B' CCR
HOUSTON REGIONAL: Files Second Amended Plan of Reorganization

HOUSTON REGIONAL: Comcast Entities Want 2nd Amended Plan Stricken
HOUSTON REGIONAL: Comcast Wants Claim Estimated at $124.5 Million
HOUSTON REGIONAL: McLane Parties Support Amended Chapter 11 Plan
INFINISTAFF LLC: Member Pleads Guilty of Bankruptcy & Tax Fraud
INTELLICELL BIOSCIENCES: Posts $2.7MM Net Income in 2nd Quarter

INTELLICELL BIOSCIENCES: Files Amendment to Q1 2014 Report
INTELLICELL BIOSCIENCES: Files Amendment to Third Quarter Report
INTELLICELL BIOSCIENCES: Amends 2013 Fiscal Year Report
IPAYMENT INC: Makes Exchange Offer for Unsecured Notes
JACQUELINE MELCHER: Faces Sanctions at Ch.7 Trustee's Behest

JOHN D. OIL: Oct. 16 Hearing on Northwest's Bid to Lift Stay
LDK SOLAR: Unit Inks Module Supply Pact With Shanghai SNERDI
LEHMAN BROTHERS: $350M Broken-Lease Settlement Gets Judge's Nod
LIGHTSQUARED INC: Judge Orders Parties Back to Mediation
LIQUIDMETAL TECHNOLOGIES: Amends FY Ended December 31 Report

MAGNUM HUNTER: S&P Assigns 'B' Rating on New $340MM 2nd Lien Loan
MAUDORE MINERALS: Obtains 44-Day Extension to File NOI Proposal
MCCAW INTERNATIONAL: Follows NII Holdings to Chapter 11
MCCLINTOCK DAIRY: Govt Wins Summary Judgment in Foreclosure Suit
MEDIACOM BROADBAND: S&P Assigns 'BB' Rating on $216MM Facility

MEDICAL ALARM: Has $48,452 Net Loss for Q1
METALICO INC: Zesiger Capital Reports 4.6% Equity Stake
MID-CONTINENT UNIVERSITY: Files for Chapter 11 Bankruptcy
MT. LAUREL: Bharat Patel Says NRB Plotting to Seize Properties
NAARTJIE CUSTOM: Great American Approved as GOB Sales Agent

NAUTILUS HOLDINGS: To File Plan by Oct. 15, Has DVB Bank Support
NEELAM INC: Voluntary Chapter 11 Case Summary
NEOMEDIA TECHNOLOGIES: YA Global Owns Derivative Securities
NEONODE INC: Wellington Has 4.4% Stake as of Sept. 30
NGL ENERGY: Fitch Affirms 'BB' Issuer Default Rating

NII HOLDINGS: Meeting of Creditors Set for Nov. 4
OPTIM ENERGY: Seeks Extension of Plan Filing Date
POSITIVEID CORP: Obtains $153,000 in Financing
RENFRO CORP: Moody's Lowers Corporate Family Rating to B3
RESIDENTIAL CAPITAL: Court Narrows RFC Suit v. Mortgage Outlet

REVEL AC: Sale Order Overrules Committee's Objection
REVEL AC: Deadline to Assume or Reject Leases Moved to Jan. 15
REVSTONE INDUSTRIES: Can Release Funds Held From Canadian Sale
ROCACEIA LLC: Has Authority to Use Main Street Cash Collateral
ROCACEIA LLC: List of 12 Largest Unsecured Creditors

ROCACEIA LLC: Seeks to Employ HMGNC as Bankruptcy Counsel
ROCACEIA LLC: Has Authority to Sell Housing Units for $45,000
ROCACEIA LLC: Inks Charge-Account Agreement with WEX Bank
RSL LEASING: Case Summary & Unsecured Creditor
SECURITY NATIONAL: Court Confirms Ch. 11 Plan

SEARS HOLDINGS: Investigating Breach in Kmart's Data Systems
SONIFI SOLUTIONS: GE Capital Fights Mast on Refinancing
SOLAR POWER: Unit Signs RMB166 Million Contract in Mongolia
SOURCE HOME: Files Ch. 11 Plan of Liquidation
SOURCE HOME: Judge Sets Jan. 19 Deadline for Removal of Lawsuits

SOURCE HOME: Asks Court to Approve Outline of Liquidating Plan
STAR DYNAMICS: Case May Be Dismissed or Converted After Sale
STAR DYNAMICS: Gets OK For $3M Israeli Radar Settlement
SUPERMEDIA LLC: Court Strikes AEI's Late-Filed Expert Report
SUPPLY HARDWARE: Case Summary & 7 Largest Unsecured Creditors

SURTRONICS INC: Wants to Modify Confirmed Reorganization Plan
SWIFT RIVER: On Auction Block After Filing for Ch 11 Bankruptcy
THE ABBEY: Closes Months After Former Owner Filed for Bankruptcy
TONY'S LONG WHARF: Files Amended Ch. 11 Petition
TRANSCOASTAL CORP: Files Third Amendment to 2013 FY Report

TRANSCOASTAL CORP: Amends Q2 Ended June 30 Report
TRIKO LLC: Meeting of Creditors Set for Oct. 31
TRIPLE A&R CAPITAL: PRLP 2011 Holdings Wins Stay Relief
TRUMP ENTERTAINMENT: Hires Sills Cummis as Regulatory Counsel
UNITEK GLOBAL: Standstill Periods Further Extended Until Oct. 23

VERIS GOLD: Obtains Extension of CCAA Stay Period
WESTLAKE VILLAGE: US Trustee to Hold Creditors' Meeting Oct. 17
WINDSOR PETROLEUM: Disclosures Approved; Plan Hearing on Nov. 20
WISE METALS: S&P Puts 'B-' CCR on CreditWatch Positive
WOLF SANCTUARY: Files for Chapter 11 Protection

* Advisory Committees Propose Bankr. Rule & Official Form Changes

* Fitch Takes Various Actions on US Corp. Finance Subsidiary IDRs
* Funds Renew Attack on Puerto Rico's Restructuring Law

* Large Companies With Insolvent Balance Sheet


                             *********


1756 W. LAKE: Recording of Deed by Scherston Not Avoidable
----------------------------------------------------------
District Judge Charles P. Kocoras for the Northern District of
Illinois granted the motion for summary judgment filed by American
Chartered Bank and Scherston Real Estate Investments, LLC, the
defendants in the lawsuit commenced by debtor 1756 W. Lake Street,
LLC.

Lake Street was the borrower of several loans made by American
Chartered between October 2006 and April 2008. American Chartered
is an Illinois banking corporation. Scherston is also Illinois
limited liability company and an affiliate of American Chartered.

Lake Street seeks to avoid the recording of a deed to its property
by American Chartered's affiliate, Scherston in October 2013.  It
asserts that the recording was a fraudulent transfer because
reasonably equivalent value was not received.

Lake Street asserts that American Chartered received a property
worth $1,720,000 in satisfaction for the debt of only $1,517,506.
Lake Street concludes that American Chartered's windfall of more
than $200,000 establishes that they did not receive reasonably
equivalent value for the Property.

American Chartered argues that Lake Street received reasonably
equivalent value for the conveyance of the deed to the Property
when viewed in light of all the economic realities of the parties'
transaction.

The case is 1756 W. LAKE STREET, LLC, Plaintiff, v. AMERICAN
CHARTERED BANK and SCHERSTON REAL ESTATE INVESTMENTS, LLC,
Defendants, Case No. 14 C 1869 (N.D. Ill.).  A copy of the
District Court's October 9, 2014 Memorandum Opinion is available
at http://is.gd/lHdHX7from Leagle.com.

Scherston Real Estate Investments, LLC, is represented by:

     Jordan Michael Litwin, Esq.
     David Lawrence Kane, Esq.
     MELTZER PURTILL & STELLE LLC
     300 South Wacker Drive, Suite 3500,
     Chicago, IL 60606
     Tel: 312-987-9900
     Fax: 312-987-9854
     E-mail: jlitwin@mpslaw.com
             dkane@mpslaw.com

1756 W. Lake Street, LLC owns the property at 1756 W. Lake Street
in Chicago.  It filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No. 14-05354) on Feb. 19, 2014, in Chicago.  The Hon. Janet
S. Baer was assigned to oversee the case.  The Debtor tapped David
P Lloyd, Esq., at David P. Llyod Ltd., as counsel.  In its
petition, the Debtor listed $2.02 million in total assets and
$1.36 million in total liabilities.  The petition was signed by
Chris Bambulas, member/manager.  The Debtor listed Hartford
Insurance as its largest unsecured creditor holding a claim of
$871.


22ND CENTURY: Crede to Resell 5.1 Million Common Shares
-------------------------------------------------------
22nd Century Group, Inc., filed with the U.S. Securities and
Exchange Commmission a Form S-3 registration statement to register
5,121,767 shares of the Company's common stock to be offered by
Crede CG III, Ltd.

The Company will not receive any proceeds from the sale of shares
being sold by Crede.  The Company will, however, receive proceeds
on the exercise by the selling stockholder of outstanding warrants
for shares of the Company's common stock covered by this
prospectus if the warrants are exercised for cash.  Crede may
offer the shares for sale directly to purchasers or through
dealers or agents to be designated at a future date.

The Company's common stock is listed on the NYSE MKT under the
symbol "XXII."  On Oct. 9, 2014, the closing price of the
Company's common stock was $2.44 per share.

A copy of the Form S-3 prospectus is available for free at:

                         http://is.gd/BMk5D7

                         About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century reported a net loss of $26.15 million in 2013, a net
loss of $6.73 million in 2012 and a net loss of $1.34 million in
2011.  As of June 30, 2014, the Company had $11.24 million in
total assets, $2.11 million in total liabilities, and $9.12
million in total shareholders' equity.


30DC INC: Posts $59,000 Net Income in Fiscal 2014
-------------------------------------------------
30DC, Inc., filed with the U.S. Securities and Exchange Commission
its annual report on Form 10-K disclosing net income of $58,918 on
$2.79 million of total revenue for the year ended June 30, 2014,
compared to a net loss of $407,642 on $1.46 million of total
revenue for the year ended June 30, 2013.

The Company's balance sheet at June 30, 2014, showed $2.64 million
in total assets, $1.92 million in total liabilities, and $716,127
in total stockholders' equity.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2014.  The independent auditors noted that
the Company has accumulated losses from operations since
inception and has a working capital deficit as of June 30, 2014.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.

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

                        http://is.gd/E7QnkP

                          About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.


5209 WILSHIRE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 5209 Wilshire, LLC
        5209 Wilshire Blvd.
        Los Angeles, CA 90036

Case No.: 14-29297

Nature of Business: Real Estate

Chapter 11 Petition Date: October 10, 2014

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

Judge: Hon. Richard M Neiter

Debtor's Counsel: Aris Artounians, Esq.
                  ARIS ARTOUNIANS, ATTORNEY AT LAW
                  450 N Brand Blvd Ste 600
                  Glendale, CA 91203
                  Tel: 818-291-6300
                  Fax: 818-291-6301
                  Email: aris@arislawgroup.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Brian P. Clark, managing member.

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


AGFEED USA: Hires Epiq as Class Action Noticing & Claims Agent
--------------------------------------------------------------
AgFeed USA, LLC and its debtor-affiliates seek authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Epiq Class Action and Claims Solutions, Inc. as their class action
noticing and claims administration agent, nunc pro tunc to Sept.
16, 2014.

The Debtors require Epiq to:

   (a) create and disseminate notices to the Class Claimants
       regarding settlements reached in these Cases affecting
       their recoveries;

   (b) create and disseminate notices to the Class Claimants
       regarding the treatment of their claims under the Plan;

   (c) identify, collect and aggregate claims of the Class
       Claimants to determine the amount and proportion of
       distributions to be made to Class Claimants as Holders of
       Class 6B claims under the Plan; and

   (d) provide other services consistent with the Engagement
       Agreement.

Epiq charges for its services on a mixed flat fee and hourly basis
as reflected in the Engagement Agreement.  Epiq will charge the
Debtors under these agreed rates in accordance with its ordinary
and customary rates in effect on the dates services are rendered.

Epiq will be paid at these hourly rates:

       Clerical and Data Entry              $50
       Contac Center (Dedicated)            $50
       Claims Analyst & Check Coordinator   $70
       Contact Center Agent - Training      $75
       Claims Specialist, Noticing
       Coordinator and Account
       Reconciliation                       $80
       Project Coordinator                  $100
       Data Analyst/IT Support              $140
       Project Manager &
       Disbursement Manager                 $165
       Sr. Project Manager &
       Software Engineer                    $190
       Project Director                     $225
       Client Services and
       Call Center Managers                 $275
       Executive Management and
       Testimony                            $375

Under the terms of the Engagement Agreement, Epiq has agreed to
cap its fees for this engagement at $130,000 (the "Cost Cap"),
subject to certain exceptions for additional hard out of pocket
costs that may be incurred over the Cost Cap as identified in the
Engagement Agreement.

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

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

The Court for the District of Delaware will hold a hearing on the
application on Oct. 27, 2014, at 10:30 a.m.  Objections were due
Oct. 10, 2014.

Epiq can be reached at:

       Andrew Shimek
       EPIQ CLASS ACTION &
       CLAIMS SOLUTIONS, INC.
       10300 S.W. Allen Blvd.
       Beaverton, OR 97005
       Tel: (503) 350-5900
       Fax: (503) 350-5890
       E-mail: ashimek@epiqsystems.com

                        About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

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

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

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

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

Jefferies Leveraged Credit Products and Claims Recovery Group are
represented by Lawrence J. Kotler, Esq., and Catherine B.
Heitzenrater, Esq., at Duane Morris, LLP.


ALBRIGHT COLLEGE: Moody's Withdraws Ba1 2014 Revenue Bonds Rating
-----------------------------------------------------------------
Moody's Investors Service has withdrawn its Ba1 rating on Albright
College's Series 2004 revenue bonds issued through the Berks
County Municipal Authority. The college no longer has any Moody's-
rated debt outstanding.

Moody's has withdrawn the rating following full redemption of the
rated bonds on October 1, 2014.


ALCO STORES: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                      Case No.
     ------                                      --------
     ALCO Stores, Inc.                           14-34941
     751 Freeport Parkway
     Coppell, TX 75019

     ALCO Holdings, LLC                          14-34942
     751 Freeport Parkway
     Coppell, Tx 75019

Type of Business: General merchandise

Chapter 11 Petition Date: October 12, 2014

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

Judge: Hon. Stacey G. Jernigan

Debtors' Counsel: Vincent P. Slusher, Esq.
                  DLA PIPER LLP US
                  1717 Main Street, Suite 4600
                  Dallas, TX 75201
                  Tel: 214.743.4500
                  Fax: 214.743.4545
                  Email: vince.slusher@dlapiper.com

Debtors'          HOULIHAN LOKEY CAPITAL, INC.
Financial
Advisor and
Investment
Banker:

Debtors'          DELOITTE
Restructuring
Advisors:

Debtors'          PRIME CLERK LLC
Claims and
Noticing
Agent:


                                   Total         Total
                                  Assets      Liabilities
                               ------------  -------------
ALCO Stores, Inc.              $221,779,000  $161,585,000
ALCO Holdings, LLC             $0-$50,000    $100MM-$500MM

The petitions were signed by Stanley B. Latacha, chief executive
officer.

List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Alliance Entertainment               Trade Debt      $1,740,380
Arlene Brooks
1401 Nw 136Th Ave
Sunrise, FL 33323
Tel: 954-255-4676
Fax: 954-255-4821
Email: Arlene.Brooks@aent.com

Hallmark Marketing Company LLC       Trade Debt      $1,370,316
Craig Lorenzen
P.O. Box 73642
Chicago, IL 60673-7642
Tel: 816-274-4493
Fax: 816-274-7412
Email: Craig.Lorenzen@hallmark.com

Associated Wholesale Grocers         Trade Debt      $1,100,000
Bob Walker
5000 Kansas Avenue
Kansas City, KS 66106
Tel: 913-288-1227
Fax: 913-288-1613
Email: rzwalker@awginc.com

Jarden Consumer Solutions            Trade Debt        $878,933
Linda Brannon
P.O. Box 774626
Chicago, IL 60677-4006
Tel: 561-912-4367
Fax: 561-912-4274
Email: lbrannon@jardencs.com

Silver One International             Trade Debt        $819,157
Yulia Dekhterman
1370 Broadway
New York, NY 10018
Tel: 212-719-1818
Fax: 212-643-1120
Email: yulia@bluestarcc.com

Orgill Inc                           Trade Debt        $588,292
Diane Brooks
3742 Tyndale Dr
Memphis, TN 38125
Tel: 800-347-2860
Fax: 901-522-6144
Email: dbrooks@orgill.com

Skechers Usa Inc                     Trade Debt        $543,362
Ronalyn Nicart
P.O. Box 37989
Charlotte, NC 28237-7989
Tel: 310-318-3100 ext 4308
Fax: 310-798-9630
Email: ronan@skechers.com

Werner Enterprises Inc               Trade Debt        $516,637
Todd Struble
39357 Treasury Center
Chicago, IL 60694-9300
Tel: 402-895-6640
Fax: 402-894-3981
Email: struble@werner.com

Maurice Sporting Goods              Trade Debt         $512,446
Bozana Svraka
39807 Treasury Center
Chicago, IL 60694-9800
Tel: 847-715-1427
Fax: 847-715-1488
Email: bozana.svraka@maurice.net

DPI Inc                             Trade Debt         $500,083
Paul Kues
27033 Network Place
Chicago, IL 60673-1270
Tel: 314-657-2342
Fax: 314-241-8570
Email: pkues@kpiinc.com

Home Products International Inc     Trade Debt         $492,377
Lucinda Minton
4501 W 47Th St
Chicago, IL 60632-4407
Tel: 812-522-5130 ext 1247
Fax: 812-523-1343
Email: Lminton@homzproducts.com

Dean Street Group LLC               Trade Debt         $447,318
Rene Goco
165 North Dean Street
Englewood, NJ 07631
Tel: 201-816-8111
Fax: 201-816-0226
Email: r.goco@cpishoes.com

Milberg Factors                    Trade Debt          $392,019
Maria Miano
99 Park Ave
New York, NY 10016
Tel: 860-233-1330 ext 124
Fax: 860-233-5482
Email: mariam@jadejeans.com

Merchandise Incorporated          Trade Debt           $367,803
Brian Longbottom
P.O. Box 10
Miamitown, OH 45041
Tel: 513-353-2200x 125
Fax: 513-353-3970
Email: BrianL@merchandiseinc.com

Mattel Sales Corp                 Trade Debt           $354,012
Annie Holland
Po Box 100125
Atlanta, GA 30384
Tel: 716-687-5309
Fax: 716-687-3794
Email: annie.holland@mattel.com

Rgis Inventory Specialists       Trade Debt            $334,932
Arika Kuhlmann
P.O. Box 77631
Detroit, MI 48277
Tel: 817-488-7204
Fax: 817-488-1839
Email: akuhlmann@rgis.com

Blackhawk Network                Trade Debt            $324,404
Julio Orduna
P.O. Box 932859
Atlanta, GA 31193
Tel: 623-869-4266
Fax: 732-751-8815
Email: Julio.Orduna@Bhnetwork.com

All-Power America                Trade Debt            $317,982
Rob Harris
13980 Mountain Ave
Chino, CA 91710
Tel: 626-855-0840
Fax: 626-810-2192
Email: rob.harris@jdna.com

One World Apparel Or Cit         Trade Debt            $315,618
Group/Commercial Service
Patty Gomez
P.O. Box 1036
Charlotte, NC 28201
Tel: 213-743-6124
Fax: 213-222-1026
Email: pgomez@oneworldapparel.com

Idea Nuova Inc                   Trade Debt            $309,779
Jade Corff
80 Richards Street
Brooklyn, NY 11231
Tel: 718-855-0617 x110
Fax: 718-442-0780
Email: jadec@ideanuova.com

Jacob Ash Holdings Inc           Trade Debt            $308,170
Chris Sarnowski
P.O. Box 600001
Columbus, OH 43260-2370
Tel: 412-331-6660
Fax: 412-331-6347
Email: chrissarnowski@jacobach.com

Justin Brands Inc                Trade Debt            $293,824
Linda Filbert
P.O. Box 99188
Ft Worth, TX 76199-0188
Tel: 800-545-8706 ext 2923
Fax: 817-348-2932
Email: linda.filbert@justinbrands.com

Huffman Hosiery Marketing Inc    Trade Debt            $246,393
Allen Ashlevitz
P.O. Box 3381
Hickory, NC 28603
Tel: 847-247-9093
Fax: 847-247-9122
Email: aashlevitz@aol.com

Natco Products Corp              Trade Debt            $246,126
Eileen Ison
155 Brookside Avenue
West Warwick, RI 02893-0190
Tel: 800-356-3574 ext 1168
Fax: 401-304-1010
Email: eison@natcohome.com

KMS Inc                          Trade Debt            $242,136
Tom George
811 East Waterman
Wichita, KS 67202
Tel: 800-752-5262
Fax: 316-264-7511
Email: tom@1kms.co

Lathrop & Gage                    Legal Services       $230,806
Lisa Mccollum
2345 Grand Blvd
Kansas City, MO 64108-2618
Tel: 816-292-2000
Fax: 816-292-2001
Email: lmccollum@lathropgage.com

Samsung C & T America Inc Or Cit  Trade Debt           $228,977
Group/Commercial Services
Debra Brown
Po Box 1036
Charlotte, NC 28201
Tel: 770-551-7863
Fax: ---
Email: debra.brown@cit.com

Azerty Inc                        Trade Debt           $223,290
Elaine Bonare
Po Box 676502
Dallas, TX 75267-6502
Tel: 800-888-8080 ext 22279
Fax: 716-662-7684
Email: ebonare@azerty.com

Gildan Usa Inc                    Trade Debt           $222,343

National Bedding Company          Trade Debt           $219,147


ALMON BOWEN BALLARD: Chapter 11 Case Moved to Montgomery, Ala.
--------------------------------------------------------------
Bankruptcy Judge Margaret A. Mahoney for the Southern District of
Alabama sided with creditors of debtor Almon Bowen Ballard in
their request to change the venue of the Chapter 11 case to the
Middle District of Alabama.

The Court denied the Debtor's own motion for an inter-district
transfer.

The creditors, Aliant Bank and River Bank, objected to the
Debtor's request.

The Debtor filed a petition for Chapter 11 (Bankr. S.D. Ala. Case
No. 14-02574) on August 12, 2014 in the Bankruptcy Court for the
Southern District of Alabama, Northern Division (Selma).  Also on
August 12, the Debtor moved the Court to retain venue in the
Southern District of Alabama.

Creditor Aliant Bank objected to the Debtor's venue motion.
Creditor River Bank & Trust moved the Court for a change of venue
from the Southern District of Alabama to the Middle District of
Alabama. Creditor Aliant Bank also filed a motion for change of
venue to the Middle District of Alabama. The Debtor responded to
these motions seeking to have the Court retain jurisdiction of his
case.

The Debtor is a resident of Montgomery County, Alabama. The Debtor
is associated with and/or has a partial interest in 18 business
entities, the majority of which are located in Montgomery. The
Debtor has been affiliated with and has been a majority
shareholder, officer, and director of Ballard Realty Company, Inc.
for over 40 years. Ballard Realty Company, Inc. is located in
Montgomery, Alabama. The Debtor's Chapter 11 case has eight
secured creditors and 15 unsecured creditors. Two of the secured
creditors are located in Montgomery and three of the unsecured
creditors are located in Montgomery.

The debtor alleges that The Montgomery Advertiser, a Montgomery
area newspaper, publishes the names of all debtors filing for
protection under the Bankruptcy Code in the Middle District of
Alabama. He suggests that this practice is done purely for the
"gossip" value, not to benefit interested parties. Further, he
argues that public knowledge of his filing, at least in Montgomery
County, would adversely affect the perception and viability of the
corporate entities with which he is currently affiliated. For this
reason, he contends that venue in Selma is preferable to venue in
Montgomery.

"While the Court realizes that the publicity that may accompany
filing in Montgomery County may harm the value of the Debtor's
business interests, the Debtor has not shown that this potential
harm would so prejudice the Debtor that it warrants depriving a
court in Montgomery County of determining these issues," the Court
said in granting the Creditors' request.

A copy of the Court's October 6, 2014 Order is available at
http://is.gd/h4WjJxfrom Leagle.com.


AMERICAN INT'L: Paulson Says Harsh Loan Terms Meant to Send Msg.
----------------------------------------------------------------
Andrew Zajac and Christie Smythe, writing for Bloomberg News,
reported that former U.S. Treasury Secretary Henry Paulson's
testified that American International Group Inc. received harsher
terms than other institutions getting government bailouts in the
financial crisis.  According to the report, Mr. Paulson testified
that regulators wanted to send a message to markets that
government help would cost them.

"It was important that terms be harsh because I take moral hazard
seriously," Mr. Paulson said in federal court in Washington,
referring to the economic term for consequence-free risk-taking,
the report related.

                           About AIG

With corporate headquarters in New York, American International
Group, Inc., is an international insurance company, serving
customers in more than 130 countries.  AIG companies serve
commercial, institutional and individual customers through
property-casualty networks of any insurer. In addition, AIG
companies are providers of life insurance and retirement services.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


AMBUHEALTH INC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Ambuhealth, Inc
        6530 Supply Row
        Houston, TX 77011

Case No.: 14-35663

Chapter 11 Petition Date: October 10, 2014

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

Judge: Hon. Marvin Isgur

Debtor's Counsel: Veronica A. Polnick, Esq.
                  VALDEZ PARE POLNICK & WILSON, PLLC
                  2311 Canal St., Suite 326
                  Houston, TX 77003
                  Tel: 832-533-2603
                  Fax: 832-504-9489
                  Email: veronica.polnick@valdezpare.com

Total Assets: $411,788

Total Liabilities: $1.17 million

The petition was signed by Jesse Myers, president.

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


AMR CORP: Calif. Court Narrows "Gooch" Suit v. American Eagle
-------------------------------------------------------------
District Judge Christina A. Snyder granted, in part, and denied,
in part, the defendant's motion to dismiss the Third Amended
Complaint in the case, BEVERLY GOOCH v. AMERICAN EAGLE AIRLINES,
INC., Case No. 2:13-cv-02272-CAS(VBKx)(C.D. Calif.).

Specifically, the motion is denied with regard to plaintiff's
claim for negligent infliction of emotional distress. The motion
is otherwise granted without leave to amend. The Court denied
defendant's motion to strike portions of the third amended
complaint.

Beverly Gooch, proceeding pro se, filed the action against
American Eagle Airlines, Inc. and Does 1 through 10 on or about
August 21, 2012, in Los Angeles County Superior Court. Defendant
filed a notice of removal in the District Court on March 29, 2013,
on the basis of diversity jurisdiction.

On May 28, 2014, the plaintiff filed the operative third amended
complaint.  The third amended complaint asserts the following
claims: violation of the Age Discrimination in Employment Act, 29
U.S.C. Sections 621, et seq.; two separate hostile work
environment claims, in violation of Title VII of the Civil Rights
Act of 1964, 42 U.S.C. Sections 2000e, et seq.; retaliation in
violation of the ADEA; retaliation in violation of public policy
under California law; intentional infliction of emotional
distress; negligent infliction of emotional distress; concealment;
damages; and attorney's fees.

                     About American Airlines

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

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

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

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

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

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

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.

                          *     *     *

The Troubled Company Reporter, on Sep. 2, 2014, reported that
Standard & Poor's Ratings Services revised its rating outlooks on
American Airlines Group Inc. (AAG) and its subsidiaries American
Airlines Inc. and US Airways Inc. to positive from stable.  At the
same time, S&P affirmed its ratings on the companies, including
the 'B' corporate credit ratings.

The TCR, on Sept. 22, 2014, reported that Standard & Poor's
Ratings Services assigned its 'A (sf)' issue rating to American
Airlines Inc.'s series 2014-1 class A pass-through certificates,
which have an expected maturity of Oct. 1, 2026.  At the same
time, S&P assigned its 'BBB- (sf)' issue rating to the company's
series 2014-1 class B pass-through certificates, which have an
expected maturity of Oct. 1, 2022.  The final legal maturity dates
will be 18 months after the expected maturity dates. American
Airlines is issuing the certificates under a Rule 415 shelf
registration.

The TCR, on the same day, reported that Moody's Investors Service
assigned a B3 (LGD5) rating to the $500 million of new five year
unsecured notes that American Airlines Group Inc. ("AAG") offered
for sale earlier. Its subsidiaries, American Airlines, Inc.
("AA"), US Airways Group, Inc. and US Airways, Inc. will guarantee
AAG's payment obligations under the indenture on a joint and
several basis. Moody's Corporate Family rating of AAG is B1 with a
stable outlook.

The TCR also reported that Fitch Ratings has assigned a rating of
'B+/RR4' to the $500 million unsecured notes to be issued by
American Airlines Group Inc. The Issuer Default Ratings (IDR) for
American Airlines Group Inc., American Airlines, Inc., US Airways
Group, Inc., and US Airways, Inc. remain unchanged at 'B+' with a
Stable Outlook.


AMR CORP: French Claims Disallowed and Expunged
-----------------------------------------------
Bankruptcy Judge Sean H. Lane disallowed and expunged the claims
filed by Michael J. French in the chapter 11 cases of AMR
Corporation.  The Debtors objected to the claims, arguing that Mr.
French's claims are barred by res judicata and an injunction
previously entered against Mr. French by the United States
District Court for the District of Utah.

On March 22, 2012, Mr. French filed a claim against AMR
Corporation in the amount of $1,604,800, designated on the
Debtors' claims register as Claim No. 1910.  The First Claim
attached no supporting documentation and listed the basis for the
claim as "Injury, Goods sold, Retrain."

On June 8, 2012, Mr. French submitted a document entitled
"Admission of Medical Records That Need to be Added to the File #
1910." The document was treated by the Debtors as a new proof of
claim filed against American Airlines, Inc. in the liquidated
amount of $4,049.00, and was designated as Claim No 4076 (the
"Second Claim").

On July 9, 2012, Mr. French filed an additional claim against AMR
Corporation in the liquidated amount of $2,846,651.10, designated
as Claim No. 6461 (the "Third Claim"). In the Third Claim,
$1,300,000 of the total amount was asserted as a priority claim
under Section 507(a)(4) of the Bankruptcy Code.

A copy of the Court's October 9, 2014 Memorandum of Decision and
Order is available at http://is.gd/YEZxNMfrom Leagle.com.

                     About American Airlines

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

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

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

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

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

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

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.

                          *     *     *

The Troubled Company Reporter, on Sep. 2, 2014, reported that
Standard & Poor's Ratings Services revised its rating outlooks on
American Airlines Group Inc. (AAG) and its subsidiaries American
Airlines Inc. and US Airways Inc. to positive from stable.  At the
same time, S&P affirmed its ratings on the companies, including
the 'B' corporate credit ratings.

The TCR, on Sept. 22, 2014, reported that Standard & Poor's
Ratings Services assigned its 'A (sf)' issue rating to American
Airlines Inc.'s series 2014-1 class A pass-through certificates,
which have an expected maturity of Oct. 1, 2026.  At the same
time, S&P assigned its 'BBB- (sf)' issue rating to the company's
series 2014-1 class B pass-through certificates, which have an
expected maturity of Oct. 1, 2022.  The final legal maturity dates
will be 18 months after the expected maturity dates. American
Airlines is issuing the certificates under a Rule 415 shelf
registration.

The TCR, on the same day, reported that Moody's Investors Service
assigned a B3 (LGD5) rating to the $500 million of new five year
unsecured notes that American Airlines Group Inc. ("AAG") offered
for sale earlier. Its subsidiaries, American Airlines, Inc.
("AA"), US Airways Group, Inc. and US Airways, Inc. will guarantee
AAG's payment obligations under the indenture on a joint and
several basis. Moody's Corporate Family rating of AAG is B1 with a
stable outlook.

The TCR also reported that Fitch Ratings has assigned a rating of
'B+/RR4' to the $500 million unsecured notes to be issued by
American Airlines Group Inc. The Issuer Default Ratings (IDR) for
American Airlines Group Inc., American Airlines, Inc., US Airways
Group, Inc., and US Airways, Inc. remain unchanged at 'B+' with a
Stable Outlook.


AMR CORP: Bryant and Meadows Claims Barred as Late-Filed
--------------------------------------------------------
Bankruptcy Judge Sean H. Lane denied the requests of Gary Bryant
and Lawrence M. Meadows, former employees of AMR Corp or its
affiliated debtors, to deem their proofs of claim against the
Debtors as timely filed.  AMR opposed those requests.

To Mr. Bryant, Judge Lane said, "Mr. Bryant received adequate
notice of the bar date and has failed to demonstrate that his late
filed claim was a product of excusable neglect. Accordingly, the
Court denies the motion. The Court sympathizes with Mr. Bryant's
circumstances and appreciates his efforts at representing himself,
and I will note again that I thought he did a fine job of
representing himself. But as a Judge, I am required to apply the
law even if it means that I must often be the bearer of bad news.
I will enter an order that is consistent with this bench ruling."

To Mr. Meadows, Judge Lane said Mr. Meadows's papers concede that
"the case law is clear that an attorney's mistake does not
ordinarily or even necessarily constitute excusable neglect."

A copy of the Court's October 9, 2014 Modified Bench Ruling is
available at http://is.gd/C8H1ytfrom Leagle.com.

                     About American Airlines

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

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

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

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

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

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

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.

                          *     *     *

The Troubled Company Reporter, on Sep. 2, 2014, reported that
Standard & Poor's Ratings Services revised its rating outlooks on
American Airlines Group Inc. (AAG) and its subsidiaries American
Airlines Inc. and US Airways Inc. to positive from stable.  At the
same time, S&P affirmed its ratings on the companies, including
the 'B' corporate credit ratings.

The TCR, on Sept. 22, 2014, reported that Standard & Poor's
Ratings Services assigned its 'A (sf)' issue rating to American
Airlines Inc.'s series 2014-1 class A pass-through certificates,
which have an expected maturity of Oct. 1, 2026.  At the same
time, S&P assigned its 'BBB- (sf)' issue rating to the company's
series 2014-1 class B pass-through certificates, which have an
expected maturity of Oct. 1, 2022.  The final legal maturity dates
will be 18 months after the expected maturity dates. American
Airlines is issuing the certificates under a Rule 415 shelf
registration.

The TCR, on the same day, reported that Moody's Investors Service
assigned a B3 (LGD5) rating to the $500 million of new five year
unsecured notes that American Airlines Group Inc. ("AAG") offered
for sale earlier. Its subsidiaries, American Airlines, Inc.
("AA"), US Airways Group, Inc. and US Airways, Inc. will guarantee
AAG's payment obligations under the indenture on a joint and
several basis. Moody's Corporate Family rating of AAG is B1 with a
stable outlook.

The TCR also reported that Fitch Ratings has assigned a rating of
'B+/RR4' to the $500 million unsecured notes to be issued by
American Airlines Group Inc. The Issuer Default Ratings (IDR) for
American Airlines Group Inc., American Airlines, Inc., US Airways
Group, Inc., and US Airways, Inc. remain unchanged at 'B+' with a
Stable Outlook.

Vincent J. Roldan, Esq. -- vroldan@vanfeliu.com -- at Vanderberg &
Feliu, in New York, NY, represents Lawrence M. Meadows.


ANACOR PHARMACEUTICALS: Offering $75 Million Convertible Notes
--------------------------------------------------------------
Anacor Pharmaceuticals, Inc., announced the pricing of its
offering of $75,000,000 aggregate principal amount of 2.00%
Convertible Senior Notes due 2021 in a private placement under the
Securities Act of 1933, as amended.  Anacor also granted the
initial purchasers of the Convertible Notes a 30-day option to
purchase up to an additional $7,500,000 aggregate principal amount
of the Convertible Notes, solely to cover over-allotments, if any.
In addition, certain funds affiliated with Venrock Associates, one
of Anacor's affiliates, have agreed to purchase $8 million
aggregate principal amount of Convertible Senior Notes due 2021 in
a concurrent private placement under the Securities Act.

The Venrock Notes will be sold at the same price, and will
constitute part of the same series, as the Convertible Notes.  The
offering of the Convertible Notes is expected to close on October
16, 2014, subject to customary closing conditions.  The sale of
the Venrock Notes is also expected to close on Oct. 16, 2014,
subject to the closing of the Convertible Notes offering.

Anacor expects that the net proceeds from the offering of the
Convertible Notes will be approximately $72 million, after
deducting the initial purchasers' fees and estimated offering
expenses, and that the net proceeds from the sale of the Venrock
Notes will be approximately $8 million.  Anacor intends to use a
portion of the net proceeds from the offering of the Convertible
Notes and the sale of the Venrock Notes to repay in full its
outstanding indebtedness under its loan and security agreement,
and to use the remaining net proceeds for general corporate
purposes.  As of June 30, 2014, $30 million aggregate principal
amount of loans was outstanding under the loan and security
agreement.  In connection with that repayment, Anacor will be
subject to a prepayment fee equal to 2% of the aggregate principal
amount of loans so repaid.

The Convertible Notes will be general unsecured obligations of
Anacor.  The Convertible Notes will bear interest at a fixed rate
of 2.00% per year, payable semiannually in arrears on April 15 and
October 15 of each year, beginning on April 15, 2015.  The
Convertible Notes will mature on Oct. 15, 2021, unless earlier
purchased, redeemed or converted.  The Convertible Notes will not
be redeemable at Anacor's option prior to Oct. 15, 2018.  On or
after Oct. 15, 2018, the Convertible Notes will be redeemable at
Anacor's option if the last reported sale price of Anacor's common
stock for at least 20 trading days in any 30 trading day period
exceeds 130% of the conversion price for the Convertible Notes.

Subject to satisfaction of certain conditions and during certain
periods, the Convertible Notes will be convertible at the option
of holders into cash, shares of Anacor common stock or a
combination thereof, at Anacor's election.  The conversion rate
will initially be 32.2061 shares of common stock per $1,000
principal amount of Convertible Notes (equivalent to an initial
conversion price of approximately $31.05 per share of Anacor
common stock).  The conversion rate and the corresponding
conversion price will be subject to adjustment upon the occurrence
of certain events, but will not be adjusted for any accrued and
unpaid interest.  The initial conversion price of the notes
represents a premium of approximately 35% to the $23.00 per share
closing price of Anacor's common stock on Oct. 9, 2014.

If Anacor undergoes a fundamental change, holders may require
Anacor to purchase for cash all or part of their Convertible Notes
at a purchase price equal to 100% of the principal amount of the
Convertible Notes to be purchased, plus accrued and unpaid
interest, if any, to, but excluding, the fundamental change
purchase date.  In addition, if certain make-whole fundamental
changes occur or if the Company issues a notice of redemption for
the Convertible Notes, Anacor will, in certain circumstances,
increase the conversion rate for any Convertible Notes converted
in connection with such make-whole fundamental change or notice of
redemption.

Goldman, Sachs & Co. is acting as the sole book-running manager
for the offering.  Jefferies LLC is acting as the lead manager and
Cowen and Company, LLC and Wedbush Securities Inc. are acting as
co-managers for the offering.

                    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.

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.


ARIZONA LA CHOLLA: Can Employ Altfeld & Battaile as Counsel
-----------------------------------------------------------
Arizona La Cholla, L.L.C. sought and obtained permission from the
U.S. Bankruptcy Court for the District of Arizona to employ John
F. Battaile of Altfeld & Battaile P.C. as counsel.

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

(a) Give the Debtor legal advice with respect to its powers and
     duties as debtor-in-possession in the operation of its
     business and management of its property;

(b) Prepare on behalf of the Debtor necessary applications,
     answers, orders, reports and other legal papers; and

(c) Apply for, if necessary, a cash collateral order.

The Debtor seeks to employ the Firm under a general retainer.

The Firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         John F. Battaile
         ALTFELD & BATTAILE P.C.
         250 N. Meyer Avenue
         Tucson, Arizona 85701
         Tel No: (520) 622-7733
         Fax No: (520) 622-7967
         E-mail: jfbattaile@abazlaw.com

Arizona La Cholla, L.L.C., filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-10254) on July 2, 2014.  Steven L.
Nannini signed the petition as manager.  The Debtor estimated
assets and liabilities of at least $10 million.  Altfeld &
Battaile P.C. serves as the Debtor's counsel.


ASARCO LLC: Tells 9th Circ. $33M Superfund Cleanup Row Is Timely
----------------------------------------------------------------
Law360 reported that Asarco LLC urged the Ninth Circuit to revive
its suit seeking up to $33 million from chemical company CNA
Holdings LLC for a Superfund site cleanup, arguing a 2008
bankruptcy settlement reset the statute of limitations on the
dispute.  According to the report, Asarco sued CNA and three
others in California federal court in March 2011 for a
contribution toward costs incurred under the Comprehensive
Environmental Response, Compensation and Liability Act for
cleaning a 66-acre parcel in Northern California known as the
Selby Site.

The case is ASARCO v. Celanese Chemical Co., Case No. 12-16832
(9th Cir.).

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


ASSOCIATED WHOLESALERS: Heads to Auction on Oct. 24
---------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware approved the procedures governing the bidding and sale
of the assets of Associated Wholesalers Inc. and its debtor
affiliates.

A qualified bid for the assets must be submitted on or before
Oct. 22 so an auction scheduled for Oct. 24 can proceed.  The
auction will be followed by a sale hearing on Oct. 29.

If no other bid is timely received, Associated Wholesalers and its
White Rose grocery distribution business will be sold to so-called
stalking horse C&S Wholesale Grocers Inc.  If a competing bid is
declared the winning bid, C&S will be paid a break-up fee in the
reduced amount of $3,750,000 and reimbursed for any necessary
expenses in the amount of up to $1.5 million.

As previously reported by The Troubled Company Reporter, the C&S
purchase price consists of the lesser of the amount of the bank
debt, which totals about $18,100,000 and $152,110,000, plus other
liabilities, which amount is valued at $193,900,000.  Bill
Rochelle, a bankruptcy columnist for Bloomberg News, previously
reported that, aside from the C&S stalking horse bid, Supervalu
Inc. and another yet unnamed company have also offered a bid for
the assets.

                  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.


ASR CONSTRUCTORS: Inland Machinery Can Auction Equipment
--------------------------------------------------------
Bankruptcy Judge Mark Houle for the Central District of California
has authorized Inland Machinery, Inc., a debtor affiliate of ASR
Constructors, Inc., to conduct an auction for the sale of certain
rental machinery and equipment, free and clear of liens,
encumbrances, liens and/or interests.

Inland Machinery is also authorized to employ Ritchie Bros.
Auctioneers (America) Inc. to coordinate and auction the sale of
the assets generally described as rental machinery and equipment
no longer needed in the Debtor's machinery and equipment rental
business.

As reported in the Sept. 22, 2014 edition of The Troubled Company
Reporter, the Assets to be auctioned include a tractor, a box
truck, a dump truck, crew cabs and bottom dump trailers.

In the event it is determined that any of the Assets are not owned
by Inland, such non-owned items shall not be sold.

                      About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  ASR disclosed $17,647,556 in
assets and $18,901,467 in liabilities as of the Chapter 11 filing.

Judge Mark D. Houle presides over the case.  James C. Bastian,
Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the
Debtor's counsel.

The Law Office of John D. Mannerino serves as corporate counsel to
the Debtor.  Rodgers, Anderson, Malody & Scott LLP CPAs serves as
accountant to the Debtor.

Two affiliates -- Another Meridian Company, LLC and Inland
Machinery, Inc. -- also filed Chapter 11 petitions.


AVON PRODUCTS: Moody's Lowers Senior Unsecured Rating to Ba1
------------------------------------------------------------
Moody's Investors Service downgraded Avon Products, Inc.'s senior
unsecured note ratings to Ba1 from Baa3, and Avon Capital
Corporation's commercial paper rating to Not Prime from Prime-3.
Moody's also assigned Avon a Ba1 Corporate Family Rating (CFR),
Ba1-PD Probability of Default Rating, and SGL-1 Speculative Grade
Liquidity (SGL) rating. The rating actions conclude the review for
downgrade initiated on August 5, 2014. The downgrade reflects
Moody's concern that competitive and structural challenges
associated with Avon's direct selling model are creating pressure
on representative levels, revenue and cash flow. The rating
outlook is stable.

The following ratings were downgraded:

Issuer: Avon Products, Inc.

Senior Unsecured Regular Bond/Debentures to Ba1 (LGD 4) from
Baa3

Senior Unsecured Shelf to (P)Ba1 from (P)Baa3

Issuer: Avon Capital Corporation

Commercial Paper to Not Prime from Prime-3

The following ratings were assigned:

Issuer: Avon Products, Inc.

Corporate Family Rating at Ba1

Probability of Default Rating at Ba1-PD

Speculative Grade Liquidity Rating at SGL-1

Outlook is Stable on Avon Products, Inc. and Avon Capital
Corporation

Ratings Rationale

Avon's Ba1 CFR reflects its position as one of the largest global
direct selling companies, strong brand recognition in its value-
oriented beauty, fashion and home products, and broad geographic
diversification tempered by competitive and structural challenges
associated with the direct sales distribution model. Moody's
believes that reliance on the direct sales model diminishes the
company's flexibility to adapt and maintain market share as
gradual growth in retail penetration in developing markets
provides more alternative buying channels for consumers, competing
beauty suppliers look to developing markets for growth, and as
consumer buying habits change globally including the ongoing
growth of digital commerce. The challenges are evolving gradually
and Avon will continue to maintain a sizable revenue base,
positive free cash flow and a moderate leverage profile that
supports a high speculative-grade rating. However, the challenges
are contributing to a meaningful deterioration in Avon's operating
trends and are likely to exert growing pressure on Avon's
representative levels, revenue and cash flow. Management turnover
and cost-effectively attracting and maintaining employees are
operating risks.

Avon's increasing reliance on developing markets creates exposure
to economic and foreign currency fluctuations that lead to greater
earnings volatility. Because Avon -- unlike its peers - does not
have a profitable U.S. business to help it mitigate developing
market volatility, the company is struggling to stabilize revenue
and earnings. Avon is also exposed to moderate cyclical swings as
its products are somewhat discretionary, and slow or negative
economic growth in key markets such as Brazil and Russia will
present an additional operating challenge in 2015.

The SGL-1 rating reflects the company's very good liquidity
supported by a sizable cash balance ($795 million as of 6/30/14),
Moody's projection for free cash flow in a $100 - $150 million
range over the next 12 months, and no debt maturities until March
2016. The cash resources provide good coverage for the anticipated
$135 million settlement payment to the U.S. Securities and
Exchange Commission and Department of Justice related to
compliance with the Foreign Corrupt Practices Act (FCPA). Avon's
undrawn $1 billion revolver expiring in March 2017 provides
additional liquidity support. Moody's projects that Avon will
maintain a comfortable cushion within the revolver's maximum
leverage and minimum interest coverage covenants.

The stable rating outlook reflects Moody's view that Avon's cost
reduction and efficiency initiatives will provide sufficient
support to maintain positive free cash flow and debt-to-EBITDA
leverage in a mid 3x range in 2015.

An upgrade is unlikely in the near to intermediate term given
expected operating pressures. Avon would need to demonstrate
successful execution of its turnaround initiatives, and generate
sustained growth in active representatives and organic sales for
Moody's to consider an upgrade. Avon would additionally need to
generate strong cash flow and maintain a solid liquidity position
to be upgraded.

Weak execution of turnaround initiatives, market share pressure,
or an inability to restore and sustain growth in representative
levels and organic sales could lead to a downgrade. Avon's ratings
could also be downgraded if debt-to-EBITDA leverage exceeds 4.0x,
if free cash flow or the company's liquidity position
deteriorates, or if the resolution of the FCPA matters is worse
than anticipated.

The principal methodology used in these ratings was Global
Packaged Goods published in June 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Avon, headquartered in New York, NY is a global beauty product
company and one of the largest direct sellers through more than 6
million active representatives. Avon's products are available in
over 100 countries and include color cosmetics, skin care,
fragrance and personal care, fashion, and home/other. Brands
include Avon Color, ANEW, Skin-So-Soft, Advance Techniques, and
mark. Avon's revenue for the 12 months ended June 2014 was
approximately $9.4 billion.


BAGGETT BROTHERS: Creditor Not Entitled to Full Amount of Debt
--------------------------------------------------------------
Baggett Brothers Farm, Inc. appeals a final order finding that it
was in violation of a Chapter 11 bankruptcy reorganization plan.
Baggett raises several issues.

The District Court of Appeal of Florida, First District, affirmed
on all issues but one.

"We find the circuit court erred in the measure of damages
awarded," the Appeal Court said in an Oct. 9 Opinion available at
http://is.gd/xjg6wQfrom Leagle.com.

During its Chapter 11 bankruptcy, Baggett entered into a
reorganization plan that stated Baggett owed $386,862.44 to one of
its creditors, appellee Altha Farmers Cooperative, Inc.  The plan
required Baggett to repay Altha in annual payments over 10 years.
The bankruptcy court confirmed the plan and closed the case. Altha
later brought an action in state circuit court alleging that
Baggett breached the plan by making only the first annual payment
in 2007, but failing to make annual payments thereafter. The
circuit court ruled in favor of Altha and awarded Altha damages in
the amount of the debt owed under the plan, $386,862.44, minus the
single annual payment made by Baggett in 2007.

The Appeal Court explained that the circuit court erred in
awarding Altha the full amount of debt owed under the plan, minus
the single annual payment. The plan did not contain an
acceleration provision that permitted accelerating the full amount
of debt in the event of nonpayment.

"Thus, we reverse and remand for the circuit court to enter a
final judgment awarding damages only as to the amount of payments
actually missed," the Appeal Court said.

The appellate case is, BAGGETT BROTHERS FARM, INC v. ALTHA FARMERS
COOPERATIVE, INC. Case No. 1D13-4200.

Altha is represented by:

     Andrea C. Lyons, Esq.
     John H. Adams, Esq.
     EMMANUEL, SHEPPARD & CONDON
     30 S Spring St

     Pensacola, FL 32502
     Tel: (850) 433-6581
     E-mail: acl@esclaw.com
             jha@esclaw.com

Baggett Brothers Farm, Inc., headquartered in Altha, Florida,
filed for Chapter 11 bankruptcy protection (Bankr. N.D. Fla. Case
No. 05-50702) on Sept. 14, 2005, together with affiliates Billy B.
and Ada Mae Baggett (Case No. 05-50698); L.N. & Evelyn H. Baggett
(Case No. 05-50699); and Bobby George and Linda Joan Baggett (Case
No. 05-50700).  The Debtors' counsel is Thomas B. Woodward, Esq.
Baggett Brothers Farm listed in $2,005,781 in total assets and
$1,430,874 in total liabilities.


BANK OF THE CAROLINAS: Amends 458.1MM Shares Resale Prospectus
--------------------------------------------------------------
Bank of the Carolinas Corporation amended its Form S-1 prospectus
with the U.S. Securities and Exchange Commission relating to the
offer of up to 458,132,991 shares of the voting common stock of
the Company by AH Holdings LLC, Allstate Insurance Company,
William P. Boardman, et al.

The Company will not receive any proceeds from the sale of these
securities.  The Company is registering securities for resale by
the selling shareholders, but that does not necessarily mean that
they will sell any of the securities.  The selling shareholders
will sell at prevailing market prices, or privately negotiated
prices.

The Company's common stock is currently quoted on the OTCQB
marketplace maintained by OTC Markets Group Inc., under the symbol
"BCAR."  On Oct. 9, 2014, the last reported sales price for the
Company's common stock as reported on the OTCQB marketplace was
$0.60 per share.

A copy of the Form S-1/A is available for free at:

                         http://is.gd/ZAAZF6

                    About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.

Turlington and Company, LLP, in Lexington, North Carolina, 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 suffered recurring credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2013, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.

The Company reported a net loss available to common stockholders
of $2.33 million in 2013, a net loss available to common
stockholders of $5.53 million in 2012 and a net loss available to
common stockholders of $29.18 million in 2011.

As of June 30, 2014, the Company had $427.82 million in total
assets, $423.04 million in total liabilities and $4.77 million in
total stockholders' equity.


BASS LTD: $40,000 Damages Award in ROFR Dispute Reversed
--------------------------------------------------------
Segura Enterprises, Ltd. and Spanish Towne Investments, LLC,
succeeded in overturning a decision by a Louisiana trial court
that awarded $40,000 in damages to debtor Bass Ltd for breach of
the right of first refusal under the parties' agreement.

A three-judge panel of the Court of Appeals of Louisiana, Third
Circuit, reversed the decision.  The panel is composed of Judges
John D. Saunders, Billy Howard Ezell, and J. David Painter.

On January 12, 2000, Segura Enterprises and Bass executed a
"Lease" to construct and maintain a billboard in the city limits
of New Iberia, Louisiana. The lease provided a term of 15 years.
Afterwards, Bass constructed a double-sided billboard on the north
side of U.S. Highway 90.  Under the agreement, the Lessee has the
right and first of refusal to purchase from the Lessor the
described leased property in whole or part upon which the
advertising structure(s) is located for the sum no greater than
the sales price to the interested purchaser.

In October 2006, Segura Enterprises sold the subject property to
Spanish Towne. Segura Enterprises did not notify Bass of the sale.
Bass did not discover the sale of the property until roughly March
22, 2007, when it attempted to pay Segura Enterprises its yearly
lease payment. Bass did not assert any right under the lease
against Segura Enterprises or Spanish Towne, or otherwise
challenge the sale in any way. Instead, Bass forwarded payments
due under the lease to Spanish Towne, cooperating with Spanish
Towne to the point of trading advertising space for yearly rent.

On February 16, 2009, Spanish Towne sold and transferred
properties including the leased land to the City of New Iberia.
Like Segura Enterprises before it, Spanish Towne did not inform
Bass of the sale. Bass became aware of the sale to the City about
December 2009. Again, Bass did not challenge the sale to the City
in any way, once more submitting lease payments to the City in
early 2011 in lieu of challenging the sale. The City, however,
refused the tender of lease payments.

On April 6, 2011, the City refused to issue a permit for Bass to
operate the billboard. Bass also received correspondence dated
April 20, 2011 and May 17, 2011, from the City canceling the lease
and requesting that Bass remove its billboard from the leased
property because the billboard interfered with a municipal
construction project.

In turn, Bass sued for mandamus, declaratory judgment, and damages
against the City and Spanish Towne; seeking to require the City to
renew the operating license for the billboard; specific
performance of the right of first refusal contained within the
lease; and alternatively, damages for breach of contractual
rights.

Shortly after preliminary proceedings, Bass filed Chapter 11
Bankruptcy in the U.S. Bankruptcy Court. During the bankruptcy
proceedings, the parties continued to litigate, including an
amendment by Bass adding Segura Enterprises as a defendant.

After a trial on the matter, the trial court issued declaratory
judgments stating that Bass had a valid and enforceable lease, the
right to continue operating the billboard, and the right to
relocate the billboard to a portion of the property not
interfering with the municipal construction property. The trial
court also issued a writ of mandamus ordering to the City to
renew/reissue the necessary permits to operate the billboard. The
City has not appealed those decisions. The trial court further
held that Segura Enterprises and Spanish Towne breached their
contractual obligations of right of first refusal to Bass and
awarded Bass $40,000 in damages against them, in solido. From that
decision, Segura Enterprises and Spanish Towne appeal.

On appeal, Segura Enterprises asserts eight assignments of error
and Spanish Towne asserts five assignments of error.

According to the Appeals Court, it is undisputed that all sellers
and purchasers of the property failed to comply with Bass' right
of first refusal to the property. However, there is no evidence in
the record that Bass suffered any actual damages, let alone the
extent of any damages allegedly suffered. The only evidence at all
concerning costs incurred by Bass was the assertion by Stephen
Sonnier, owner/manager of Bass, that he had paid roughly $40,000
to move signs in the past. The trial court allowed no evidence of
any kind regarding any specific costs of relocation of this
particular sign, and the Appeals Court said it cannot find any of
the exclusions to be an abuse of the trial court's discretion.

The case is BASS, LTD. v. CITY OF NEW IBERIA, ET AL., No. CA 14-
310 (La. App.).  A copy of the Appeals Court's October 1, 2014
decision is available at http://is.gd/DeMHy9from Leagle.com.

Spanish Towne Investments, LLC is represented by:

     Jeremy A. Hebert, Esq.
     BECKER & HEBERT, L.L.C.
     910 Harding Street
     Lafayette, LA 70503
     Tel: (337) 233-1987

Lafayette, Louisiana-based Bass Ltd. and Bass Digital Sign Sales
LLC filed for Chapter 11 bankruptcy (Bankr. W.D. La. Case Nos. 11-
51393 and 11-51396) on Sept. 27, 2011.  Judge Robert Summerhays
presides over the case.  Louis M. Phillips, Esq., and Ryan James
Richmond, Esq., at Gordon, Arata, McCollam, Duplantis & Eagan LLC.

Bass Ltd. estimated $1 million to $10 million in both assets and
debts.  Bass Digital estimated $500,001 to $1 million in assets
and $1 million to $10 million in debts.

The petitions were signed by Stephen Sonnier, managing member.


BERNARD L. MADOFF: Sends Email Backing Convicted Ex-Aide
--------------------------------------------------------
Law360 reported that con man Bernie Madoff sent an email from jail
that appears to aid the defense of a former underling who faces
sentencing on charges he helped carry out Madoff's massive Ponzi
scheme.  According to the report, a lawyer for George Perez, one
of five former Bernard L. Madoff Investment Securities LLC
employees convicted in March, attached the email to a New York
federal court filing ahead of Perez's sentencing next month.  In
the email, Madoff corroborates Perez's claim that Madoff assured
him during a 2006 meeting that the firm was executing real trades
and Perez's claim that Perez and another programmer, Jerome
O'Hara, expressed feeling "uncomfortable" while working on certain
projects, the report related.

                    About Bernard L. Madoff

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

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims, with the fourth
and latest batch of distributions done in May 2014.  Distributions
to eligible claimants have totaled almost $6 billion, which
includes $812.2 million in committed advances from the SIPC.  More
than 1,100 victims have already recovered the full principal they
lost in the fraud.

As of May 2014, Mr. Picard has recovered or reached agreements to
recover $9.8 billion since his appointment in December 2008.


BUCCANEER ENERGY: Sale & Bid Procedures Approval Sought
-------------------------------------------------------
BankruptcyData reported that Buccaneer Energy Limited asked the
U.S. Bankruptcy Court to approve procedures governing the bidding
and sale of their Alaska oil and gas assets.  According to the
report, the Debtors do not have a stalking horse bidder, although
AIX Energy LLC retains its credit bid rights.

The Debtors proposed that bids must be in increments of at least
$100,000 and qualified bidders must be required to submit good
faith deposits of $3,000,000 on or before Oct. 24, 2014, so that
an auction will be conducted on Oct. 27, the report related.  If
no qualified bids is timely received other than from AIX, the
Debtors will not conduct an Auction and will instead ask the Court
to approve the sale of the Assets to AIX via a credit bid at a
hearing scheduled for Oct. 29.

                     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.

Buccaneer Resources' primary business is the exploration for and
production of oil and natural gas in North America and their
operations are focused on both onshore and offshore activities 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.

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.

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.


CAESARS ENTERTAINMENT: Former GM Executive Director Named CAO
-------------------------------------------------------------
Caesars Entertainment Corporation had appointed Keith Causey as
senior vice president and chief accounting officer.  He replaces
Diane Wilfong, who has left the company to pursue another
opportunity.  There are no disagreements between Wilfong and
Caesars Entertainment regarding the Company's financial reporting,
operations, policies or practices.

"We are pleased to welcome Keith, who brings significant public
company experience with large and complex organizations.  With
more than 20 years of experience, Keith brings an extensive
technical accounting background as well as regulatory compliance
expertise, making him an ideal candidate for this role," said
Donald Colvin, executive vice president and CFO of Caesars
Entertainment.

As chief accounting officer, Mr. Causey will have responsibility
over all corporate accounting and internal audit functions and
will report to Colvin.  He joins Caesars Entertainment from
General Motors, where he served as executive director, Global
Business Services - Finance.  In this role, Causey was responsible
for all accounting, finance, tax, treasury, and transactional
processing functions within Global Business Services.  Prior to
this, he served as assistant controller for six years.  Before
joining General Motors, Mr. Causey spent 10 years at The DIRECTV
Group in a series of corporate accounting and reporting roles,
including serving as Senior vice president, Controller.  Mr.
Causey is a Certified Public Accountant who earned his B.S. in
Accounting from California State University, Long Beach.

Under the terms of his offer letter, Mr. Causey will receive an
annual base salary of $500,000, will be eligible to participate in
the Annual Management Bonus Plan (with a target range of annual
bonus opportunity of 40% to 75% of base salary and a guaranteed
bonus at 60% of base salary for 2014, paid in March 2015), will
receive a signing bonus of $300,000 and will be eligible to
participate in the Long Term Incentive Program (with a grant of
$350,000 restricted stock units as a signing bonus, subject to
approval by the Company's Human Resources Committee; if the grant
is not approved any difference will be paid ratably in cash over
the vesting period).

The Company will relocate Mr. Causey to the Las Vegas, Nevada,
area under the Company's relocation policies and Mr. Causey will
be able to participate in health, welfare, 401(k), insurance and
vacation plans and policies of the Company.  The Company expects
to memorialize the terms of the offer letter in an employment
agreement.

                    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'.


CALIFORNIA COMMUNITY: Can Employ Cooper & Associates as Accountant
------------------------------------------------------------------
California Community Collaborative, Inc., sought and obtained
permission from the U.S. Bankruptcy Court for the Eastern District
of California to employ Cooper & Associates as tax accountants.

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

   a. Prepare the Debtor's federal and state S-corporation tax
      returns for years ending Dec. 31, 2013 and 2014; and

   b. Prepare any tax related advice, including but not limited to
      preparation of estimated payment vouchers and instructions
      and preparation of shareholder K-1s.

The Firm assures that Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                     About California Community

California Community Collaborative, Inc., filed a Chapter 11
bankruptcy petition (Bankr. E.D. Cal. Case No. 14-26351) on
June 17, 2014.  Merrell G. Schexnydre, the company's president,
signed the petition.  The Debtor estimated assets of at least
$10 million and liabilities of $1 million to $10 million.  The
Debtor is represented by Meegan, Hanschu & Kassenbrock.  Judge
Christopher M. Klein presides over the case.


CARDINAL REAL ESTATE: Greer Wins $400,000 Summary Judgment
----------------------------------------------------------
Michael Burns at GreenvilleOnline reports that a court has issued,
in favor of the city of Greer, a $400,000 summary judgment against
Garrick Good and his Cardinal Real Estate Group.

According to GreenvilleOnline, the city closed on the sale of the
Allen Bennett Memorial Hospital campus with Cardinal Real Estate
in December 2010 for $1.4 million.  GreenvilleOnline relates that
plans were disclosed for a $14.2-million senior housing project
and a Centers for Disease Control and Prevention national call
center that were to create about 150 jobs, but Cardinal Real
Estate failed to secure funding and eventually filed for Chapter
11 bankruptcy.

Greer Today relates Mr. Good was contracted to pay the purchase
price to Greer by Feb. 1 2011.  Greer Today states that the city
eventually commenced legal action on Sept. 12, 2011, to foreclose
on the property.

"The city was taken advantage of, and so it was appropriate for us
to file that action and it was appropriate for the judgment to be
placed.  In some regards it is sort of turning the page.  I don't
know that there's a high expectation that we'll ever see much if
any of that money, but in this case it was an acknowledgment that
the city was taken advantage of, and the appropriate actions were
taken," GreenvilleOnline quoted Mayor Rick Danner as saying.

Assistant city manager Mike Sell, Greer Today reports, said,
"There's not many assets there."

Jim Fair at Greer Today relates that Langley and Associates was
also among the creditors given favorable judgment.


COMMUNICATION INTELLIGENCE: D. Engmann Reports 11.5% Stake
----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Douglas Joe Engmann disclosed that as of
Sept. 30, 2014, he beneficially owned 30,057,932 shares of
common stock of Communication Intelligence Corporation
representing 11.5 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/oXXFqw

                About Communication Intelligence

Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.

Communication Intelligence reported a net loss attributable to
common stockholders of $8.09 million compared to a net loss
attributable to common stockholders of $6.74 million in 2012.

PMB Helin Donovan, LLP, in San Francisco, CA, 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 significant recurring losses and accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

The Company's balance sheet at March 31, 2013, showed $1.98
million in total assets, $1.50 million in total liabilities and
$486,000 in total stockholders' equity.


CONNEAUT LAKE PARK: Trustees Mull Filing for Bankr. to Save Park
----------------------------------------------------------------
Keith Gushard at The Meadville Tribune reports that Trustees of
Conneaut Lake Park have been considering filing for bankruptcy
protection to ward off any sheriff's sale.

The Meadville Tribune relates that the Trustees hired George T.
Snyder, Esq., a partner at Stonecipher, Cunningham, Beard &
Schmitt, to start bankruptcy proceedings, but any filing of
bankruptcy might cost the park $250,000.  The report quoted Mark
Turner, executive director of Trustees of Conneaut Lake Park, as
saying, "We don't want to be quick to run to bankruptcy if we
don?t have to.  The (county) court will have to determine how to
deal with the back taxes.  Are the back taxes due or not?  That's
among the important questions in the petition that will have to be
determined going forward for Conneaut Lake Park."

According to Valerie Myers at Erie Times-News, the state Attorney
General's Office filed a petition with the Crawford County Common
Pleas Court, asking that the Nov. 7, 2014 sheriff sale of Conneaut
Lake Park be stopped.  The court filing says that Conneaut Lake
Park is a charitable trust set aside for public use and as thus
cannot be sold at sheriff sale and should be tax exempt until it's
determined whether the park was properly assessed.

Erie Times relates that state attorneys claim that the local
taxing bodies' legal action seeking the sale of Conneaut Lake Park
to recoup $927,812.95 in back taxes owed to Crawford County,
Conneaut School District and Summit and Summerhill townships was
incorrectly filed in Common Pleas Court on Sept. 10, 2014, when
the park, as a charitable trust, is under the jurisdiction of the
Orphans' Court of Crawford County.


CONSTAR INTERNATIONAL: Plan Filing Date Extended to Nov. 14
-----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended the period by which Capsule
International Holdings, LLC, f/k/a Constar International Holdings
LLC, and its debtor affiliates have exclusive right to file a plan
until Nov. 14, 2014, and the period by which they have exclusive
right to solicit acceptances of that plan until Jan. 13, 2015.

The Debtors' exclusive right to file a plan and solicit
acceptances of that plan will continue to be terminated solely to
the extent necessary to permit the Official Committee of Unsecured
Creditors to propose and solicit votes to accept its Chapter 11
plan for the Debtors.

                    About Constar International

Privately held Constar International Holdings and nine affiliated
debtors (nka Capsule International Holdings, et al.)  filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on
Dec. 19, 2013.

Constar, which manufactures plastic containers, is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert,
Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young
Conaway Stargatt & Taylor, LLP.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent, and administrative advisor.
Lincoln Partners Advisors LLC serves as the Debtors' financial
advisor.

Judge Christopher S. Sontchi oversees the 2013 case.

This is Constar International's third bankruptcy.  Constar first
filed for Chapter 11 protection (Bankr. D. Del. Lead Case No.
08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan
and emerged from bankruptcy in May 2009.  Constar and its
affiliates returned to Chapter 11 protection (Bankr. D. Del. Case
No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11
plan and emerged from bankruptcy in June 2011.

The new petition listed assets worth less than $100 million
against $123 million on three layers of secured debt.

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

Counsel to Wells Fargo Capital Finance, LLC, the revolving loan
agent, is Andrew M. Kramer, Esq., at Otterbourg P.C.

On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell
certain assets to Plastipak Packaging, Inc., a global manufacturer
of rigid plastic packaging.  The Court determined that Plastipak's
$102,450,000 offer for the Debtors' U.S. assets bested the offers
from Amcor Rigid Plastics USA, Inc., and Envases Universales De
Mexico S.A.P.I. De C.V. during a Feb. 6 auction.

Separately, the Court authorized Constar to sell a facility in
Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for
$3 million.  There was no other bidder for the Maryland facility.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration
Proceeding follows the closing of the sale of the U.K. assets to
Sherburn Acquisition Limited.  The Delaware Bankruptcy Judge
authorized the U.S. Debtors to sell the U.K. Assets to Sherburn
for GBP3,512,727, (or US$7,046,000), less the deposit in the sum
of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving
agent and agent under the revolving loan facility, consented to
the administration of Constar U.K. and the appointment of the
Joint Administrators.

In view of the asset sales in the U.S. and the U.K., the Debtors
changed their corporate trade names -- and with the Bankruptcy
Court's consent, their bankruptcy case caption -- to Capsule Group
Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule
Group, Inc.; Capsule International LLC; Capsule DE I, Inc.;
Capsule DE II, Inc.; Capsule PA, Inc.; Capsule Foreign Holdings,
Inc.; and Capsule International U.K. Limited (Foreign).


CORNERSTONE HOMES: Court Approves Trustee's Hiring of Auctioneer
----------------------------------------------------------------
Michael H. Arnold, the Chapter 11 Trustee of Cornerstone Homes,
Inc., sought and obtained authorization from the Hon. Paul R.
Warren of the U.S. Bankruptcy Court for the Western District of
New York to employ John T. Reynolds, Inc. dba Reynolds Auction
Co., to serve as auctioneer for the Trustee for the sale of
various assets of the estate.

Subject to separate Court approval, the firm will be paid a
commission of 10% of gross sales, plus reasonable out of pocket
expenses including advertising.

The Chapter 11 Trustee assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Reynolds Auction can be reached at:

       JOHN T. REYNOLDS, INC.
       dba Reynolds Auction Co.
       993 Canandaigua Road
       Palmyra, NY 14522
       Tel: (315) 597-8815
       E-mail: office@reynoldsauction.com

                     About Cornerstone Homes

Cornerstone Homes Inc. is based in Corning, New York and is
engaged in the business of buying, selling and leasing single
family homes in the State of New York, with such properties
primarily located in the South Central and South Western portions
of the State.

Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester
alongside a reorganization plan already accepted by 96 percent of
unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Four secured lenders with $21.8 million in claims
are to be paid in full under the plan.  Unsecured creditors --
chiefly noteholders with $14.5 million in claims -- will have a 7
percent recovery.

Judge Paul R. Warren presides over the case.  Curtiss Alan
Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink,
LLP, in Rochester, N.Y., serve as the Debtor's counsel.  The
Debtor has tapped GAR Associates to appraise a selection of its
properties to support the Debtor's liquidation analysis.

The Official Committee of Unsecured Creditors is represented by
Gregory J. Mascitti, Esq., at LeClairRyan PC.  The Committee
retained Getzler Henrich & Associates LLC as financial advisor.

Cornerstone Homes Inc. delivered to the Bankruptcy Court a First
Amended Plan of Reorganization and explanatory Disclosure
Statement on Jan. 3, 2014.  The Amended Plan supersedes the Plan
Cornerstone prepared prior to filing for bankruptcy.  The Debtor
intends to liquidate properties over a period of time, so as to
achieve maximum recovery for the creditors while avoiding a
deleterious affect on the housing market.  The Plan provides for a
distribution of $1 million as an Unsecured Distribution Amount.
Owner David Fleet will pledge up to $1 million to fund
distributions under the Plan.  It also provides for the
distribution of the stock in the Reorganized Debtor to holders of
Allowed Unsecured Noteholder Claims under Class 5.  The Class 5
Claimants are expected to receive 7% plus distribution of stock on
the Distribution Date.  The Claimants are impaired and entitled to
vote on the Plan.

No hearing was slated to consider the Amended Plan documents.
Instead, the Court accepted the request of the Committee to
appoint a Chapter 11 trustee to replace management.  The Court
approved the appointment of Michael H. Arnold, Esq., as Chapter 11
trustee.  He is represented by his law firm, Place and Arnold as
his counsel.


CRUNCHIES FOOD: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Crunchies Food Company, LLC, filed with the U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               Unknown
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $7,352,333
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $18,144
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,553,817
                                 -----------      -----------
        TOTAL                       Unknown       $12,924,295

                        About Crunchies Food

Crunchies filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal.
Case No. 14-bk-11776) in Santa Barbara, California, on Aug. 15,
2014.  The case is assigned to Judge Peter Carroll.

The Debtor has tapped David L. Neale, Esq., at Levene Neale Bender
Rankin & Brill LLP, in Los Angeles, serves as counsel.  For its
legal services, the firm has agreed to accept $50,000.


CSN HOUSTON: Court Finds Comcast Contract Valueless
---------------------------------------------------
David Barron, writing for Chron.com, reports that the Hon. Marvin
Isgur of the U.S. Bankruptcy Court for the Southern District of
Texas ruled Wednesday that Comcast's decision to place CSN Houston
in bankruptcy in September 2013, and subsequent losses the Debtor
sustained, including more than $100 million in lost rights fees to
teams Astros and Rockets, rendered the value of the Comcast
contract to be zero.

Chron.com relates that Comcast extended in 2012 a $100 million
secured loan to launch the Debtor, and the contract was a key part
of its collateral securing the loan.  As reported by the Troubled
Company Reporter on Oct. 9, 2014, teams Astros and Rockets have
agreed to pass up immediate payment of their $100 million-plus
in unpaid rights fees so that the Debtor's sale to AT&T
Teleholdings and DirecTV Sports Networks can go through.  The
Debtor's attorneys said that if the sale isn't approved, the
company will be liquidated.  Comcast, however, wants to be paid
the full amount of its loan, citing the value of its affiliation
agreement that will be boosted by the Time Warner Cable merger in
2015.

According to Chron.com, Craig Goldblatt, Esq., the attorney for
Comcast, argued that the value of the contract should be measured
as of when the Debtor emerges from bankruptcy.  Comcast will
provide more than $470 million in carriage fees for over 18 years,
the report says, citing Mr. Goldblatt.  The Court ruled that the
petition date was the correct time to determine valuation and that
the entire value of the Comcast affiliation agreement is based on
its rights to carry Astros and Rockets games, the report states.

If the sale didn't proceed and the Debtor couldn't get out of
bankruptcy, the contract will be valueless because there will be
nothing to distribute, Chron.com says, citing the Court.

Comcast's decision to seek full payment of its entire loan on a
deferred basis "is not designed to preserve value or obtain value
for Comcast in the traditional sense but to defeat the efforts . .
. of its competitors," Chron.com quoted the Court as saying.

The Court has set for Oct. 21, 2014, a hearing to consider the
approval of the reorganization plan.

             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.


CUE & LOPEZ: Taps Diaz Bergnes & Cid as Substitute Auditor
----------------------------------------------------------
Cue & Lopez Construction, Inc., seeks permission from the U.S.
Bankruptcy Court for the District of Puerto Rico to employ Diaz
Bergnes & Cid, to act as its auditor, and to cancel services with
Torres CPA Group and Torres, Hernandez & Punter, CPA, PSC.

Diaz Bergnes & Cid will provide the Debtor with services for the
preparation of its audited financial statements for the year ended
on September 14, 2014, corporate income tax returns, property tax
returns, municipal license tax returns and other services.

The Debtor wishes to retain DBC in substitution of TCG-THP on the
basis of an approximate flat fee of $1,680 for municipal tax
returns, corporate reports and movable property tax returns
services and an approximate fee of $12,000 for auditing and
monitoring services.

The Firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         Andres Diaz Bergnes
         DIAZ BERGNES & CID
         1351 ASHFORD AVE, SUITE 2-F
         PO BOX 361401
         SAN JUAN, PR 00936-1401
         Tel: 787-722-1938
         Fax: 787-724-4840
         E-Mail:dbandcid@coqui.net

                       About Cue & Lopez

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

Cue & Lopez Contractors, Inc., filed a separate Chapter 11
petition (Case No. 13-08299) on the same date.

The Debtors are represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as accountant.

Cue & Lopez Construction scheduled $13,334,151 in total assets and
$17,520,089 in total liabilities.  The Chapter 11 petitions were
signed by Frank F. Cue Garcia, president.


CUE & LOPEZ: Court Denies Oriental Bank's Bid for Examiner
----------------------------------------------------------
Bankruptcy Judge Brian K. Tester for the District of Puerto Rico
denied Oriental Bank's motion for the appointment of an examiner
in the cases of Construction Inc. and Cue & Lopez Contractors Inc.

Oriental Bank sought the examiner appointment to investigate the
Debtors regarding: (a) transactions with insiders; (b)
postpetition payments to suppliers that hold prepetition claims;
and (c) amounts held by third parties for work completed.

As previously reported by The Troubled Company Reporter, the
Debtors vehemently opposed the appointment request as unduly
burdensome and unnecessary, and even sought sanctions against the
bank for pursuing it.

                       About Cue & Lopez

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

Cue & Lopez Contractors, Inc., filed a separate Chapter 11
petition (Case No. 13-08299) on the same date.

The Debtors are represented by Charles Alfred Cuprill, Esq., at
Charles A Curpill, PSC Law Office, in San Juan, Puerto Rico.  CPA
Luis R. Carrasquillo & Co., P.S.C., serves as accountant.

Cue & Lopez Construction scheduled $13,334,151 in total assets and
$17,520,089 in total liabilities.  The Chapter 11 petitions were
signed by Frank F. Cue Garcia, president.

                          *     *     *

Judge Tester will convene a hearing on Oct. 22, 2014, to consider
approval of Cue & Lopez Construction Inc.'s proposed Chapter 11
plan.  The judge approved Cue & Lopez's disclosure statement
explaining the Plan on Aug. 14, 2014.


CYRUSONE INC: S&P Raises CCR to 'B+' & Rates New $600MM Debt 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on CyrusOne Inc., which it rates on a consolidated
basis with CyrusOne LP, to 'B+' from 'B'.  The rating outlook is
stable.

At the same time, S&P is assigning its 'B+' issue-level rating and
'3' recovery rating to the company's proposed $600 million senior
unsecured credit facility, consisting of a $450 million revolving
credit facility due 2018 and a $150 million term loan due 2019.
The '3' recovery rating indicates S&P's expectation for meaningful
(50%-70%) recovery for lenders in the event of a payment default.

In addition, S&P is revising its recovery rating on the company's
existing 6.375% senior unsecured notes due 2022 to '3' from '2',
due to the greater amount of unsecured debt pari passu with the
notes, and affirming the 'B+' issue-level rating on the notes,
reflecting the one-notch upgrade of the company.  S&P's unsecured
recovery expectations are in the lower half of the 50% to 70%
range.

"The rating upgrade reflects the company's sustained healthy
revenue growth, low levels of revenue churn (4% to 5% per annum),
and greater scale based on expansion in new and existing markets
over the last two years," said Standard & Poor's credit analyst
Michael Altberg.

S&P expects these trends to continue over the intermediate term,
based on currently good demand characteristics for enterprise
customers outsourcing their data center needs, as well as the
company's increasing penetration with existing customers, and
revenue visibility provided by multi-year contracts.  While
CyrusOne was not facing liquidity pressure, based on its
aggressive expansion, S&P expected the company would run into a
funding gap in the first half of 2015.  The proposed financing
should fund CyrusOne's capital spending plans and negative
discretionary cash flow through at least 2016, while allowing the
company to maintain an adequate level of liquidity.  Pro forma for
the proposed transaction, adjusted debt to EBITDA increases
modestly to about 4.2x from roughly 3.4x as of June 30, 2014.
Under S&P's base-case forecast, it expects leverage will remain in
the low-4x area over the next few years, although the company will
continue to generate material free operating cash flow (FOCF) and
discretionary cash flow (DCF) deficits due to its sizable capital
expenditures and distributions.  These measures support S&P's
"aggressive" financial risk profile assessment.

The rating outlook is stable, based on S&P's expectation for
continued healthy revenue growth and a relatively stable pricing
environment over the near term, leading to leverage remaining in
the low- to mid-4x area over the next few years.  In addition,
based on the proposed financing, we believe the company will have
adequate liquidity to fund growth initiatives and to fund negative
discretionary cash flow through at least 2016.

S&P could lower the rating if operating performance weakens
because of competition or overexpansion, causing pricing pressure
or a decline in utilization that resulted in lower profit margins
and leverage above 5x on a sustained basis.  A downgrade could
also occur if liquidity became a significant risk because the
company was unwilling or unable to scale back capital spending in
conjunction with deteriorating operating trends and - adverse
credit market conditions.

S&P could raise the rating if the company maintained leverage
below 4x on a sustained basis and continued to successfully
increase its scale, diversify its customer vertical base, and
manage churn and utilization near their current levels.  Any
upgrade scenario would require that the company remain well-
capitalized and maintain adequate liquidity despite capital
spending and shareholder distributions.


DANIEL CARPENTER: Court Rules on Objection to Labor Dept Claim
--------------------------------------------------------------
Montana Bankruptcy Judge Ralph B. Kirscher sustained, in part, and
overruled, in part, the objection of debtors Daniel Bruce
Carpenter and Mary Esther Carpenter to Proof of Claim No. 5 filed
by the Montana Department of Labor and Industry Unemployment
Insurance Contributions Bureau.  Claim No. 5 is allowed as a
priority claim in the amount of $78,632.29 and an unsecured
nonpriority claim in the amount of $125.00, the Court said.

The Debtors object to Claim No. 5 arguing the claim should be
allowed as a general unsecured claim, rather than a priority
claim.  Claim No. 5 stems from unpaid unemployment insurance taxes
owed by Big Sky Fire Protection, Inc., which, pursuant to Mont.
Code Ann. 39-51-1105, makes the Debtors, as officers of Big Sky
Fire Protection, Inc. "liable for the taxes, penalties and
interest due."  The Debtors contend that the amount owed is an
excise tax on employers and that Big Sky Fire Protection, and not
the Debtors, was the employer.

The total amount owed of $78,757.29 consists of unemployment taxes
in the amount of $71,441.99 owed from the 4 quarter of 2011
through the 2 quarter of 2013; interest of $9,838.62; and
penalties of $125.00; less payments applied of $2,648.32.

A copy of the Court's October 3, 2014 Memorandum of Decision is
available at http://is.gd/R6rkk7from Leagle.com.

Daniel Bruce Carpenter and Mary Esther Carpenter filed a Chapter
11 petition (Bankr. D. Mont. Case No. 13-61192) on August 30,
2013.


DAYBREAK OIL: Posts $81,000 Net Income in Second Quarter
--------------------------------------------------------
Daybreak Oil and Gas, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income available to common shareholders of $81,052 on $1.04
million of oil and gas sales for the three months ended Aug. 31,
2014, compared to a net loss available to common shareholders of
$313,244 on $478,208 of oil and gas sales for the same period in
2013.

For the six months ended Aug. 31, 2014, the Company reported a net
loss available to common shareholders of $210,068 on $1.85 million
of oil and gas sales compared to to a net loss available to common
shareholders of $999,227 on $706,812 of oil and gas sales for the
six months ended Aug. 31, 2013.

The Company's balance sheet at Aug. 31, 2014, showed $14 million
in total assets, $18.65 million in total assets, $4.65 million
total stockholders' deficit.

"The Company has incurred net losses since entering the oil and
gas exploration industry and as of August 31, 2014 has an
accumulated deficit of $27,615,718 and a working capital deficit
of $3,240,056 which raises substantial doubt about the Company's
ability to continue as a going concern," the Company stated in the
report.

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

                        http://is.gd/AoQZo6

                         About Daybreak Oil

Daybreak Oil and Gas, Inc. is an independent oil and natural gas
exploration, development and production company.  The Company is
headquartered in Spokane, Washington and has an operations office
in Friendswood, Texas.  The Company's common stock is quoted on
the OTC Bulletin Board market under the symbol DBRM.OB.  Daybreak
has over 20,000 acres under lease in the San Joaquin Valley of
California.

Daybreak Oil incurred a net loss available to common shareholders
of $1.54 million for the year ended Feb. 28, 2014, a net loss
available to common shareholders of $2.39 million for the year
ended Feb. 28, 2013, and a net loss available to common
shareholders of $1.59 million for the year ended Feb. 29, 2012.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Feb. 28, 2014.  The independent auditors noted that
Daybreak Oil and Gas, Inc. suffered losses from operations and has
negative operating cash flows, which raises substantial doubt
about its ability to continue as a going concern.


DETROIT, MI: Mayor Looking to Corporate Team to Run City
--------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that Mayor
Mike Duggan of Detroit testified in bankruptcy court that the city
has recruited top municipal and corporate executives from New York
to Kentucky to run the city once it leaves bankruptcy.  According
to the report, Duggan said the city has hired top government
officials to lead various Detroit departments, including planning,
housing and information technology.  The report related that one
of the focus in the city's restructuring is persuading residents
to begin repairing their own blighted neighborhoods.

                  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.


DIALOGIC INC: Enters Into Merger Agreement With Novacap TMT
-----------------------------------------------------------
Dialogic Inc. has entered into a definitive merger agreement with
entities affiliated with Novacap TMT IV, L.P., an investment fund
focused on technology, media and telecommunications and part of
the Novacap group, a leading Canadian private equity firm.

The Dialogic Board of Directors, acting on the unanimous
recommendation of a special committee of independent directors,
approved a merger agreement under which Novacap will acquire
Dialogic, subject to a number of conditions set out in the merger
agreement.

Under the terms of the merger agreement, an affiliate of Novacap
will commence a tender offer for all outstanding shares of
Dialogic common stock at an offer price of $0.15 per share within
10 business days.  The total cash consideration of $35.3 million
will be split among Dialogic stockholders (including certain funds
managed by Tennenbaum Capital Partners, LLC, who will receive
$0.15 in cash for each share of Dialogic common stock they hold,
and the Tennenbaum Funds which will receive the balance of the
purchase price (approximately $34.2 million).  The Tennenbaum
Funds will receive that in exchange for approximately $78.3
million of term loan debt which will be canceled and eliminated
from Dialogic's capital structure, and $8.75 million of term loan
debt which will be converted into Dialogic common stock prior to
the closing of the tender offer pursuant to an exchange agreement,
at a conversion price equal to the $0.15 offer price in the tender
offer, and will subsequently be sold by the Tennenbaum Funds into
the tender offer.  Following the closing of the tender offer, the
affiliate of Novacap will own more than 90% of Dialogic's common
stock and such affiliate is expected to merge with and into
Dialogic without further action required from Dialogic's
stockholders.  Stockholders who do not tender their shares in the
tender offer (and do not exercise appraisal rights in accordance
with Delaware law) will receive consideration per share equal to
the offer price as a result of the merger.

"After an extensive review of Dialogic's strategic alternatives
with management and our financial advisors, a Special Committee of
independent directors has determined that a merger with Novacap
provides the best value for Dialogic's stockholders," said Pat
Jones, Chairman of Dialogic's Board of Directors and a member of
the Special Committee.  Dialogic's Board of Directors has approved
and declared advisable the merger agreement, the tender offer and
related transaction documents, determined that the transaction is
fair to and in the best interests of Dialogic's stockholders, and
resolved to recommend acceptance of the tender offer by
stockholders and, if required, adoption of the merger agreement
and approval of the merger by the stockholders.

"We welcome this partnership with Novacap and are excited by our
combined ability to unlock Dialogic's full potential for our
customers and employees," said Kevin P. Cook, president and CEO,
Dialogic.  "We have established leadership in high-value segments
such as rich media processing, including WebRTC, and intelligent
call control, including VOIP and mobile signaling and switching.
These focused investments, combined with a greatly improved
operating structure, better support our customers in accelerating
their shift towards Network Functions Virtualization (NFV) and
Cloud-based business models.  Dialogic is truly poised to help our
customers make the most of their mission-critical network and
application investments."

"As a firm focused on investing in high potential technology
companies, we see Dialogic as being well positioned to capitalize
on the key shifts impacting their industry.  Dialogic's long term
strategic and deployment plan is completely aligned with the
interests of their customers," said Stephane Tremblay, senior
partner of Novacap.  "We are confident in Dialogic's expertise in
multi-protocol networking and ability to deploy virtualized
software solutions as an important competitive advantage."

The transaction is expected to be completed during the fourth
quarter of 2014, subject to the completion of the tender offer and
other closing conditions.  There is no financing condition to the
obligations of Novacap to consummate the transaction.

Sagent Advisors is serving as exclusive financial advisor to
Dialogic and its board of directors.  Sheppard, Mullin, Richter &
Hampton LLP is acting as legal advisor to Dialogic in connection
with the transaction.  Park Jensen Bennett LLP is acting as legal
advisor to the special committee of the Dialogic board of
directors.  Schulte, Roth & Zabel LLP is acting as legal advisor
to Tennenbaum Capital Partners, LLC. Goodwin Procter LLP is acting
as legal advisor to Novacap.

                           About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic reported a net loss of $53.93 million in 2013 following
a net loss of $37.61 million in 2012.  The Company's balance sheet
at June 30, 2014, showed $60.57 million in total assets, $134.74
million in total liabilities, and a $74.17 million total
stockholders' deficit.

The Company warned in its quarterly report for the period ended
June 30, 2014, that it would likely need to seek protection
under the provisions of the U.S. Bankruptcy Code or its affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes in other jurisdictions the event of an
acceleration of the Company's obligations under the Revolving
Credit Agreement or Term Loan Agreement prior to their maturity or
if the agreements are not extended or otherwise restructured as of
March 31, 2015, and the Company fails to pay the amounts that
would then become due.


DIALOGIC INC: Enters Into Merger Agreement With Novacap TMT
-----------------------------------------------------------
Dialogic Inc. has entered into a definitive merger agreement with
entities affiliated with Novacap TMT IV, L.P., an investment fund
focused on technology, media and telecommunications and part of
the Novacap group, a leading Canadian private equity firm.

The Dialogic Board of Directors, acting on the unanimous
recommendation of a special committee of independent directors,
approved a merger agreement under which Novacap will acquire
Dialogic, subject to a number of conditions set out in the merger
agreement.

Under the terms of the merger agreement, an affiliate of Novacap
will commence a tender offer for all outstanding shares of
Dialogic common stock at an offer price of $0.15 per share within
10 business days.  The total cash consideration of $35.3 million
will be split among Dialogic stockholders (including certain funds
managed by Tennenbaum Capital Partners, LLC, who will receive
$0.15 in cash for each share of Dialogic common stock they hold,
and the Tennenbaum Funds which will receive the balance of the
purchase price (approximately $34.2 million).  The Tennenbaum
Funds will receive that in exchange for approximately $78.3
million of term loan debt which will be canceled and eliminated
from Dialogic's capital structure, and $8.75 million of term loan
debt which will be converted into Dialogic common stock prior to
the closing of the tender offer pursuant to an exchange agreement,
at a conversion price equal to the $0.15 offer price in the tender
offer, and will subsequently be sold by the Tennenbaum Funds into
the tender offer.  Following the closing of the tender offer, the
affiliate of Novacap will own more than 90% of Dialogic's common
stock and such affiliate is expected to merge with and into
Dialogic without further action required from Dialogic's
stockholders.  Stockholders who do not tender their shares in the
tender offer (and do not exercise appraisal rights in accordance
with Delaware law) will receive consideration per share equal to
the offer price as a result of the merger.

"After an extensive review of Dialogic's strategic alternatives
with management and our financial advisors, a Special Committee of
independent directors has determined that a merger with Novacap
provides the best value for Dialogic's stockholders," said Pat
Jones, Chairman of Dialogic's Board of Directors and a member of
the Special Committee.  Dialogic's Board of Directors has approved
and declared advisable the merger agreement, the tender offer and
related transaction documents, determined that the transaction is
fair to and in the best interests of Dialogic's stockholders, and
resolved to recommend acceptance of the tender offer by
stockholders and, if required, adoption of the merger agreement
and approval of the merger by the stockholders.

"We welcome this partnership with Novacap and are excited by our
combined ability to unlock Dialogic's full potential for our
customers and employees," said Kevin P. Cook, president and CEO,
Dialogic.  "We have established leadership in high-value segments
such as rich media processing, including WebRTC, and intelligent
call control, including VOIP and mobile signaling and switching.
These focused investments, combined with a greatly improved
operating structure, better support our customers in accelerating
their shift towards Network Functions Virtualization (NFV) and
Cloud-based business models.  Dialogic is truly poised to help our
customers make the most of their mission-critical network and
application investments."

"As a firm focused on investing in high potential technology
companies, we see Dialogic as being well positioned to capitalize
on the key shifts impacting their industry.  Dialogic's long term
strategic and deployment plan is completely aligned with the
interests of their customers," said Stephane Tremblay, senior
partner of Novacap.  "We are confident in Dialogic's expertise in
multi-protocol networking and ability to deploy virtualized
software solutions as an important competitive advantage."

The transaction is expected to be completed during the fourth
quarter of 2014, subject to the completion of the tender offer and
other closing conditions.  There is no financing condition to the
obligations of Novacap to consummate the transaction.

Sagent Advisors is serving as exclusive financial advisor to
Dialogic and its board of directors.  Sheppard, Mullin, Richter &
Hampton LLP is acting as legal advisor to Dialogic in connection
with the transaction.  Park Jensen Bennett LLP is acting as legal
advisor to the special committee of the Dialogic board of
directors.  Schulte, Roth & Zabel LLP is acting as legal advisor
to Tennenbaum Capital Partners, LLC. Goodwin Procter LLP is acting
as legal advisor to Novacap.

                           About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic reported a net loss of $53.93 million in 2013 following
a net loss of $37.61 million in 2012.  The Company's balance sheet
at June 30, 2014, showed $60.57 million in total assets, $134.74
million in total liabilities, and a $74.17 million total
stockholders' deficit.

The Company warned in its quarterly report for the period ended
June 30, 2014, that it would likely need to seek protection
under the provisions of the U.S. Bankruptcy Code or its affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes in other jurisdictions the event of an
acceleration of the Company's obligations under the Revolving
Credit Agreement or Term Loan Agreement prior to their maturity or
if the agreements are not extended or otherwise restructured as of
March 31, 2015, and the Company fails to pay the amounts that
would then become due.


EAT AT JOE'S: Weinberg & Co. Replaced Robison Hill as Auditors
--------------------------------------------------------------
Eat at Joes, Ltd., disclosed with the U.S. Securities and Exchange
Commission that on Oct. 6, 2014, it received a letter of
resignation from Robison, Hill & Company as the independent
registered public accounting firm for the Company effective
immediately.

The Company said that other than an explanatory paragraph included
in Robison, Hill & Company's audit reports for the Company's
fiscal year ended Dec. 31, 2013, and 2012 relating to the
uncertainty of the Company's ability to continue as a going
concern, the audit reports of Robison, Hill & Company on the
Company's financial statements for the last two fiscal years ended
Dec. 31, 2013, and 2012 through Oct. 6, 2014, did not contain an
adverse opinion or a disclaimer of opinion, nor was it qualified
or modified as to uncertainty, audit scope or accounting
principles.

The Company added that the resignation was not a result of any
disagreement with the accounting firm.

On Oct. 6, 2014, upon approval of the Company's Board of
Directors, the Company engaged Weinberg & Company, P.A., as the
Company's independent registered public accounting firm to audit
the Company's financial statements and to perform reviews of
interim financial statements.

During the fiscal years ended Dec. 31, 2013, and 2012 through
Oct. 6, 2014, neither the Company nor anyone acting on its behalf
consulted with Weinberg & Company.

                         About Eat at Joe's

Scarsdale, N.Y.-based Eat at Joe's, Ltd., presently owns and
operates one theme restaurant located in Philadelphia,
Pennsylvania.

Eat at Joe's  reported a net loss of $1.38 million in 2013
following net income of $2.84 million on in 2012.

The Company's balance sheet at June 30, 2014, showed
$18.67 million in total assets, $10.78 million in total
liabilities, and stockholders' equity of $7.9 million.

Robison, Hill & Co., in Salt Lake City, Utah, 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 suffered recurring losses from operations
raising substantial doubt about its ability to continue as a going
concern.


EDGENET INC: Files Ch. 11 Plan of Liquidation
---------------------------------------------
Edgenet Inc., n/k/a El Wind Down, Inc., and its debtor affiliates
filed with the U.S. Bankruptcy Court for the District of Delaware
a joint plan of liquidation and accompanying disclosure statement,
proposing all classes of claims to be impaired except for other
priority claims.

Liberty Partners LLC, which loaned Edgenet Holding Corporation
approximately $40 million in exchange for a blanket security
interest in and to all of the Debtors' assets, will reduce its
secured claim by $1.34 million, which sum will be paid by the
Debtors, on the effective date to a segregated account held by
Cooley LLP, the co-counsel for the Official Committee of Unsecured
Creditors.  These funds will be used to pay the Allowed Seller
Noteholder Claim on a pro rata basis, the Seller Noteholder
Professionals and reimburse certain expenses incurred by the
Owners Representative.

At the effective date, the Debtors, the Seller Notheholders and
Liberty and their representatives will mutually release each other
from all claims.  The Plan also provides that the Adversary
Proceeding initiated by Ernest Han-Ping Wu will be dismissed with
prejudice.  LPL will receive the remaining funds in the Debtors'
estates after payment of all Allowed Administrative and Priority
Claims.

A full-text copy of the Disclosure Statement dated Oct. 6, 2014,
is available at http://bankrupt.com/misc/EDGENETds1006.pdf

                       About Edgenet Inc.

Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud-
based content and applications that enable companies to sell more
products and services with greater ease across multiple channels
and devices.  Edgenet has three business locations: Waukesha, WI,
Brentwood, TN, and its main office in Atlanta, GA.

Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy
protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014.

Edgenet Inc. estimated assets of at least $10 million and
liabilities of $100 million to $500 million.

Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware, serves as counsel to the Debtors;
Glass Ratner Advisory & Capital Group LLC is the financial
advisor; JMP Securities, LLC, is the investment banker, and Phase
Eleven Consultants, LLC, is the claims and noticing agent.

The U.S. Trustee did not form an official unsecured creditors
committee as no sufficient interest has been generated from
creditors.

Fred Marxer, Timothy Choate and Davis Carr, individuals and
holders of a segment of the promissory notes issued in 2004 that
have been referred to by Edgenet, Inc., et al., requested that the
Court issue an order appointing an official committee of Seller
Noteholders, or in the alternative, an official committee of
unsecured creditors, with members appointed from the Seller
Noteholders who agree to waive any continued security interest
arising from the Seller Notes.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed on
March 13, 2014, five noteholders to serve on the Official
Committee of Note Holders.  In May, Bankruptcy Judge Brendan L.
Shannon denied Edgenet Inc., et al.'s motion to disband the
Noteholders Committee.

The Noteholders Committee has retained Morris James LLP's Jeffrey
R. Waxman, Esq.; and Cooley LLP's Cathey Hershcopf, Esq., and
Jeffrey L. Cohen, Esq., as co-counsel to the Committee.

An auction of the Debtors' assets was held on June 6, 2014, and
EdgeAQ, L.L.C., was declared the successful bidder.  The
Bankruptcy Court approved the sale on June 12, and the sale closed
on June 16.  Edgenet Inc. changed its name to El Wind Down, Inc.,
and Edgenet Holding Corporation to EHC Holding Wind Down Corp.


ENDEAVOUR INT'L: Files for Ch. 11 After Noteholders' Deal
---------------------------------------------------------
Endeavour International Corporation on Oct. 10 disclosed that the
Company has executed a Restructuring Support Agreement with
holders of more than two-thirds (2/3) of its 12% First Priority
Notes, 12% Second Priority Notes, 7.5% Convertible Bonds and 5.5%
/ 6.5% Convertible Notes to restructure the Company's debt
obligations.  In connection therewith, the Company and certain of
its subsidiaries have each filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware.  The Company's U.K.
subsidiaries and certain other affiliates have not sought
bankruptcy protection and will continue to operate outside of any
reorganization proceedings.  Endeavour and its debtor affiliates
will continue to operate as "debtors in possession" in the Chapter
11 Proceedings.

Pursuant to the RSA, the Company's existing debt will be reduced
by approximately $568 million including the cancellation of all of
the Company's Notes and reduce its annual interest burden by 43%.
As consideration for such cancellation, the reorganized Company
would issue (a) $262.5 million of new 9.75% notes to the holders
of its 12% First Priority Notes, (b) an aggregate of approximately
$237.5 million of new 3.5% convertible preferred shares to holders
of its 12% First Priority Notes and 12% Second Priority Notes, and
(c) common shares to holders of its 12% Second Priority Notes,
7.5% Convertible Bonds, 6.5% Convertible Notes and 5.5%
Convertible Notes.  All of the Company's existing equity
securities, including its shares of common stock and preferred
stock, will be cancelled, without receiving any distribution.

The $440 million senior secured term loan incurred by Endeavour
Energy UK Limited and certain other of the Company's foreign
subsidiaries will not be affected by the restructuring.

Endeavour expects its oil and gas operations to continue in the
ordinary course throughout the Chapter 11 Proceedings.  The
Company believes that the rights and protections afforded it by a
court-supervised reorganization process will provide Endeavour
with the time and flexibility it needs to address its financial
challenges, delever its balance sheet and position the Company for
the longer term.

The filing is principally the result of a series of events during
a period of time when the Company was heavily involved in the
development of two large assets in the U.K. North Sea.  In
Endeavour's circumstances, its two large North Sea developments --
Bacchus and Rochelle, were each over a year delayed in coming to
first production, which caused cost overruns from the original
cost projections.  These delays also substantially impacted the
cash flow and operating margins the Company would have received
had the projects come online as scheduled.  To maintain its
ownership rights in these valuable assets, Endeavour incurred
additional debt at a high cost of capital.  As of the filing, the
large capital commitment for most of the North Sea assets has been
completed and the assets are online.

"[Fri]day's RSA and the required Chapter 11 Proceedings is a step
forward for the Company to move expeditiously through the
reorganization process," said William L. Transier, chairman, chief
executive officer and president.  "It has been a significant
accomplishment by the Company and a very long process to get our
North Sea developments online.  We continue to believe that these
are quality long lived assets that can generate substantial
returns for the Company's stakeholders.  The RSA and ensuing
reorganization process is important to the preservation of these
assets for our investors."

The Company is in process of filing various "first-day" motions
seeking customary relief from the U.S. Bankruptcy Court to
facilitate its transition into the Chapter 11 Proceedings.

                 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.


ENDEAVOUR INT'L: Case Summary & 30 Top Unsecured Creditors
----------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                     Case No.
     ------                                     --------
     Endeavour Operating Corporation            14-12308
     811 Main Street, Suite 2100
     Houston, TX 77002

     Endeavour International Corporation        14-12309

     Endeavour Colorado Corporation             14-12310

     Endeavour Energy New Ventures Inc.         14-12311

     END Management Company                     14-12312

     Endeavour Energy Luxembourg S.a r.l.       14-12313

Type of Business: Independent oil and gas exploration and
                  production company

Chapter 11 Petition Date: October 10, 2014

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

Debtors'
Counsel:          Gary T. Holtzer, Esq.
                  WEIL, GOTSHAL & MANGES LLP
                  767 Fifth Avenue
                  New York, New York 10153
                  Tel: (212)-310-8000

Debtors'
Co-Counsel:       Mark D. Collins, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  One Rodney Square
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: 302 651-7700
                  Fax: 302-651-7701
                  Email: collins@RLF.com

                    - and -

                  Zachary I Shapiro, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 North King Street, P.O. Box 551
                  Wilmington, DE 19801
                  Tel: 302-651-7700
                  Fax: 302-651-7701
                  Email: shapiro@rlf.com

                    - and -

                  Zachary I. Shapiro, Esq.
                  RICHARDS LAYTON & FINGER, P.A.
                  920 North King Street
                  Wilmington, DE 19801
                  Tel: 302-651-7700
                  Fax: 302-651-7701
                  Email: shapiro@rlf.com

Debtors'          THE BLACKSTONE GROUP L.P.
Financial
Advisor:

Debtors'          ALIXPARTNERS, LLP
Restructuring
Advisor:

Debtors' Claim,   KURTZMAN CARSON CONSULTANTS LLC
Noticing and
Solicitation
Agent:

Endeavour Operating's Estimated Assets: More than $1 billion

Endeavour Operating's Estimated Debts: More than $1 billion

The petition was signed by William L. Transier, chief executive
officer and president.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Wells Fargo Bank, N.A.              March 2018       $404,000,000
(as Indenture Trustee to            Notes
the March 2018 Noteholders)
750 Saint Paul Place, Suite 1750
MAC: T9263-170
Dallas, TX 75201
Reed Smith LLP
Attn: Eric A. Schaffer, Esq.
Reed Smith Centre
225 Fifth Avenuee
Pittsburgh, PA 15222
Tel: (412) 288-4202
Fax: (412) 288-3063
E-mail: eschaffer@reedsmith.com

Wilmington Trust, N.A.             June 2018         $150,000,000
Corporate Capital Markets          Notes
Attn: Endeavour International
Corporation Administrator
50 South Sixth Street
Minneapolis, MN 55402
Fax: (612) 217-5651

Wilmington Savings Fund Society,   5.5% Convertible  $135,000,000
FSB                                Notes
Attn: Corporate Trust:
Endeavour 5.5% Convertible Notes
500 Delaware Avenue, 11th Floor
Wilmington, DE 19801
Fax: (302) 421-9137

Apollo Capital Management, LP      March 2018 Notes   Undisclosed
9 West 57th Street #4100
New York, NY 10019
Milbank, Tweed, Hadley &
McCloy LLP
Attn: Dennis F. Dunne, Esq.
1 Chase Manhattan Plaza
New York, NY 10005
Tel: (212) 530-5770
Fax: (212) 822-5770
Email: ddunne@milbank.com

Smedvig Asset Allocation           7.5% Conv.         $83,746,069
P.O. Box 900                       Bonds
N-4004 Stavanger Norway
Ropes & Gray LLP
Attn: Keith H. Wofford, Esq.
1211 Avenue of the Americas
New York, NY 10036
Tel: (212) 841-8816
Fax: (212) 596-9090
Email: keith.wofford@ropesgray.com

BNY Corporate Trustee Services      7.5 Convertible   $83,746,069
Limited (as Indenture Trustee       Bonds
to the 7.5% Convertible
Bondholder)
One Canada Square
London E14 5AL
United Kingdom
Fax: +44 207 964 2536

Avenue Capital Management II LP     March 2018        Undisclosed
399 Park Avenue, 6th Floor          Notes
New York, NY 10022

Aristeia Capital, LLC               March 2018        Undisclosed
136 Madison Avenue,                 Notes
3rd Floor
New York, NY 10016

Phoenix Investment Adviser, LLC     June 2018 Notes   Undisclosed
420 Lexington Avenue #2040
New York, NY 10170

Zazove Associates, LLC            5.5% Conv. Notes    Undisclosed
1001 Tahoe Blvd.
Incline Village, NY 89451

AQR Capital Management, LLC       March 2018 Notes    Undisclosed
2 Greenwich Plaza, 3rd Floor
Greenwich, CT 06830

Talisman Group Investments LLC    5.5% Conv. Notes    Undisclosed
324 Royal Palm Way, Suite 229
Palm Beach, FL 33480

AQR Capital Management, LLC       June 2018 Notes     Undisclosed
2 Greenwich Plaza, 3rd Floor
Greenwich, CT 06830

Aristiea Capital, LLC             June 2018 Notes     Undisclosed
136 Madison Avenue, 3rd Floor
New York, NY 10016

Wolverine Asset Management LLC    5.5% Conv. Notes    Undisclosed
Attn: Adam Kaminsky
175 West Jackson Blvd. #200
Chicago, IL 60604

Wilmington Savings Fund           6.5% Convertible    $17,500,000
Society, FSB(as Indenture         Notes
Trustee to the 6.5% Conv.
Noteholders)
500 Delaware Avenue, 11th
Floor
Wilmington, DE 19801

Beach Point Capital               June 2018 Notes     Undisclosed
Management, L.P.
1620 26th Street #6000N
Santa Monica, CA 90404

Peritus I Asset Management LLC    March 2018 Notes    Undisclosed
26 West Anapamu Street, 3rd
Floor
Santa Barbara, CA93101

Columbia Management               5.5% Conv. Notes    Undisclosed
Investment Advisers, LLC
225 Franklin Street, 32nd Floor
Boston, MA 02110

Allianz Global Investors U.S.     5.5% Conv.          Undisclosed
LLC                               Notes
Attn: James Dudnick
600 West Broadway, 29th Floor
San Diego, CA 92101

Lonestar Capital Management       June 2018           Undisclosed
One Maritime Plaza #1105          Notes
San Francisco, CA 94111

Phoenix Investment Adviser LLC    March 2018         Undisclosed
420 Lexington Avenue #2040        Notes
New Yorkm, NY 10170

Bruce & Company, Inc.             5.5% Conv.         Undisclosed
20 North Wacker Drive #2414       Notes
Chicago, IL 60606

Third Avenue Management, LLC      March 2018         Undisclosed
622 Third Avenue, 32nd Floor      Notes
New York, NY 10017

Babson Capital Management LLC     March 2018         Undisclosed
Independence Wharf                Notes
470 Atlantic Avenue, 10th Floor
Boston, MA 02210

Venor Capital Management, L.P.    June 2018          Undisclosed
7 Times Square #3505              Notes
New York, NY 10036

Gladwyne Investments, LLP         March 2018         Undisclosed
29 St. Jame's Place               Notes
London SWIA INR
United Kingdom

State Street Global Advisors      March 2018         Undisclosed
One Lincoln Street, 27th Floor    Notes
Boston, MA 02111

Whitebox Multi-Strategy           6.5% Conv.         Undisclosed
Partners, LP                      Notes
Attn: Jake Mercer
3033 Excelsior Blvd., Suite 300
Minneapolis, MN 55416

SM Energy Company, et al.         SM Litigation       $4,500,000
1775 Sherman Street, Suite 1200
Denver, CO 80203


ENERGY FUTURE: Defends Executives' Bonuses
------------------------------------------
Law360 reported that Energy Future Holdings Corp. defended its
proposal to pay $20 million in executive bonuses despite protests
from the U.S. Trustee, which the Company's attorneys say remains
fiercely opposed to those kinds of payments regardless of whether
creditors approve.  According to the report, Energy Future said
the U.S. Trustee's office customarily objects to bonus requests,
and Ted Gavin, of turnaround firm Gavin Solmonese LLC, said the
U.S. Trustee's view is that "any type of retention program or any
type of incentive program that is outsize relative to what the
non-executives are getting is a problem on public policy grounds,
and therefore they will object."

                       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 3 Million Common Shares
-------------------------------------------
ERF Wireless, Inc., issued 3,055,000 common stock shares pursuant
to Convertible Promissory Notes from Oct. 3, 2014, through
Oct. 10, 2014, according to a regulatory filing with the U.S.
Securities and Exchange Commission.

The Shares were issued at an average of $0.0143 per share.  The
issuance of the Shares constitutes 20.476% of the Company's issued
and outstanding shares based on 14,920,177 shares issued and
outstanding as of Oct. 3, 2014.

                          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.


EXIDE TECHNOLOGIES: DIP Financing Maturity Date Extended
--------------------------------------------------------
Exide Technologies on Oct. 10 disclosed that the Company has
received all necessary approvals from its lenders, thereby
extending its debtor-in-possession (DIP) credit facility's
maturity date to March 31, 2015, subject to the terms and
conditions thereof.  The extension provides Exide and its
noteholders additional time to complete negotiations regarding a
Plan of Reorganization that would allow the Company to emerge from
Chapter 11 substantially in its current form -- operating across
all business segments.  Exide is working toward a proposal that
would pay or re-finance the existing DIP facility and provide
additional capital to fund its reorganization.

"The approval of the DIP amendment is a positive step forward for
Exide as we continue pursuing a Plan of Reorganization and
negotiations with our noteholders," said Robert M. Caruso,
President and Chief Executive Officer of Exide Technologies.  "We
appreciate the confidence of all of our stakeholders and thank our
customers, suppliers and employees for their continued loyalty as
we focus on our exit from Chapter 11."

Approval of other elements of the amendment will be considered by
the bankruptcy court at an October 31 hearing.

Additional details regarding approval of the DIP amendment can be
found in the Company's 8-K, filed today with the U.S. Securities
and Exchange Commission, at http://ir.exide.com/sec.cfm

                    About Exide Technologies

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

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

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

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

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

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

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


F&H ACQUISITION: Needs Until Jan. 2015 to File Plan
---------------------------------------------------
F&H Acquisition Corp., et al., ask the U.S. Bankruptcy Court for
the District of Delaware to extend the exclusive plan filing
period through and including Jan. 12, 2015, and the exclusive
solicitation period through and including March 10, 2015.

According to the Debtors, the extension of the exclusive periods
will give them additional time to continue the claims resolution
process as well as to determine the appropriate exit mechanism for
their Chapter 11 cases.

A hearing on the Debtors' extension request is scheduled for
Nov. 3, 2014, at 9:00 a.m. (ET).  Objections are due Oct. 23.

                  About F & H Acquisition Corp.

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

F & H Acquisition Corp., disclosed $122,115,200 in assets and
$122,579,631 in liabilities as of the Chapter 11 filing.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The Debtors are represented by Robert S. Brady, Esq., Robert F.
Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway,
Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman,
Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at
Olshan Frome Wolosky, LLP of New York, NY.  Imperial Capital LLC
as financial advisor; and Epiq Bankruptcy Solutions as claims and
noticing agent.

The U.S. Trustee appointed seven members to an official committee
of unsecured creditors.  The Official Committee of Unsecured
Creditors is represented by Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones, LLP, in Wilmington; and Jeffrey N.
Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Los
Angeles, California.


FIRST CONNECTICUT: Trustees Settle With Mocco Parties
-----------------------------------------------------
Bankruptcy Judge Alan H. W. Shiff approved an amended settlement
between Trustees Richard M. Coan, for the estate of First
Connecticut Consulting Group, Inc. -- 1st CT Case -- and Ronald I.
Chorches, for the estate of James J. Licata -- Licata Case -- and
the so-called "Mocco Parties".

The "Mocco Parties" include Peter Mocco, and his insiders and
affiliates.

Under the amended settlement, the Trustees will sell the remaining
assets of these estates to Mocco for $1.5 million and they will no
longer be parties in New Jersey state court litigation.

Licata, individually and, presumably as the sole member of First
Connecticut Consulting Group, objects.

A copy of the Court's October 9, 2014 Memorandum and Order is
available at http://is.gd/Kx4wl8from Leagle.com.

                  About First Connecticut Holding

First Connecticut Holding Group, L.L.C., IV filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in
Newark, New Jersey.  Lorraine Mocco, as managing member, signed
the petition.  Judge Donald H. Steckroth presides over the case.

The Debtor's scheduled assets were $12,287,218 and scheduled
liabilities were $68,655,579.

Donald W. Clarke, Esq., of Wasserman, Jurista & Stolz, P.C.,
serves as counsel to the Debtor.  James Scarpone, Esq., of
Scarpone & Vargo, LLC, serves as special counsel.


FREE LANCE-STAR: Gets Court Approval of Plan Outline
----------------------------------------------------
VA Newspaper Debtor Co. received court approval of the disclosure
statement outlining its liquidation plan.

U.S. Bankruptcy Judge Kevin Huennekens on Oct. 2 signed off on an
order approving the latest outline of the plan that VA Newspaper,
formerly known as Free Lance-Star Publishing Co., co-proposed with
the unsecured creditors' committee.

Under the plan, priority claims will be paid in full in cash while
interests in VA Newspaper and its affiliate VA Real Estate Debtor
LLC will be canceled.

Unsecured creditors of VA Newspaper will receive  payments from a
fund to be established by the company.  Meanwhile, creditors
holding unsecured claims against VA Real Estate may not receive
any distribution under the plan.

DSP Acquisition LLC will receive, among other things, $13.8
million for its secured claim from the proceeds of the sale of the
companies' major assets.  It will also receive 50% of
distributions from a fund on account of its so-called "deficiency
claim" against VA Newspaper.

The terms of the settlement agreement that VA Newspaper and the
committee made with DSP Acquisition and Pension Benefit Guaranty
Corp. LLC are incorporated in the plan.  The July 24 agreement
resolves disputes and provides for the disposition of the sale
proceeds as well as the companies' remaining assets.

The liquidation plan does not provide for the substantive
consolidation of the companies.  After the plan takes effect, any
move to substantively consolidate the companies will be barred.

A full-text copy of the latest version of the disclosure statement
dated Sept. 29 is available for free at http://is.gd/gyvRZN

Judge Huennekens will hold a hearing on Nov. 20 to consider
approval of the liquidation plan.  Creditors have until Nov. 13 to
cast their votes on the plan.

                About The Free Lance-Star Publishing

The Free Lance-Star Publishing Co. of Fredericksburg, Va., is a
publishing, newspaper, radio and communications company based in
Fredericksburg, Virginia and owned by the family of Josiah P. Rowe
III.  FLS's single, seven-day a week newspaper, The Free Lance-
Star was first published in 1885 when a group of local
Fredericksburg merchants and businessmen created the paper to
serve the news and advertising needs of the community.  FLS also
owns radio stations WFLS-AM, FLS-FM, and WVBX.  FLS owns the
community and news portal http://www.fredericksburg.com/

FLS filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case
No. 14-30315) in Richmond, Virginia, on Jan. 23, 2014.  William
Douglas Properties, L.L.C., a related entity that owns a portion
of the land pursuant to which FLS operates certain aspects of its
business, also sought bankruptcy protection.

Judge Keith L. Phillips was initially assigned to the cases, but
the cases were reassigned to Judge Kevin R. Huennekens on the
Petition Date.

The Debtors have tapped Lynn L. Tavenner, Esq., and Paula S.
Beran, Esq., at Tavenner & Beran, PLC, as counsel; and Protiviti,
Inc., as financial advisor.

The U.S. Trustee for Region 4 appointed three members to the
official committee of unsecured creditors.


GENERAL MARITIME: Order Expunging Marro Claim Affirmed
------------------------------------------------------
Donald Marro, proceeding pro se, appeals from an order of the U.S.
Bankruptcy Court for the Southern District of New York that
expunged an $81,250 claim he filed in the Chapter 11 bankruptcy
proceeding of General Maritime Corporation and certain of its
subsidiaries.  The Debtors objected to a series of claims,
including Marro's, on the grounds that the claims were subject to
mandatory subordination under the Bankruptcy Code and consequently
would not receive distributions under the applicable
reorganization plan.  The Disallowance Order, issued after a
hearing, overruled Marro's response to the objections and expunged
the claims.  New York District Judge Edgardo Ramos affirmed,
pursuant to his Sept. 29 Opinion and Order available at
http://is.gd/ts01lpfrom Leagle.com.

                      About General Maritime

New York-based General Maritime Corporation, through its
subsidiaries, provides international transportation services of
seaborne crude oil and petroleum products.  The Company's fleet is
comprised of VLCC, Suezmax, Aframax, Panamax and product carrier
vessels.  The fleet consisted of 30 owned vessels and three
chartered vessels.  The company generates substantially all of its
revenues by chartering its fleet to third-party customers.  The
largest customers include major international oil companies, oil
producers, and oil traders such as BP, Chevron Corporation, CITGO
Petroleum Corp., ConocoPhillips, Exxon Mobil Corporation, Hess
Corporation, Lukoil Oil Company, Stena AB, and Trafigura.

General Maritime and 56 subsidiaries filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-15285) on Nov. 17,
2011.  Douglas Mannal, Esq., and Adam C. Rogoff, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, serve as counsel to the
Debtors.  Moelis & Company is the financial advisor.  Garden City
Group Inc. is the claims and notice agent.

Prepetition, General Maritime reached agreements with its key
senior lenders, including its bank group, led by Nordea Bank
Finland plc, New York Branch as administrative agent, as well as
affiliates of Oaktree Capital Management, L.P., on the terms of a
restructuring.  Under terms of the agreements, Oaktree will
provide a $175 million new equity investment in General Maritime
and convert its prepetition secured debt to equity.

In conjunction with the filing, General Maritime has received a
commitment for up to $100 million in new DIP financing from a
group of lenders led by Nordea as administrative agent.

Counsel for Nordea, as the DIP Agent and the Senior Agent, are
Thomas E. Lauria, Esq., and Scott Greissman, Esq., at White & Case
LLP.  Counsel for Oaktree Capital Management, the Junior Agent,
are Edward Sassower, Esq., and Brian Schartz, Esq., at Kirkland &
Ellis, LLP.

The Official Committee of Unsecured Creditors appointed in the
case has retained lawyers at Jones Day as Chapter 11 counsel.
Jones Day previously represented an ad hoc group of holders of the
12% Senior Notes due 2017 issued by General Maritime Corp.  This
representation began Sept. 20, 2011, and concluded Nov. 29, 2011,
with the agreement of all members of the Noteholders Committee.
The Creditors Committee also tapped Lowenstein Sandler PC as
special conflicts counsel.

The Noteholders Committee consisted of Capital Research and
Management Company, J.P. Morgan Investment Management, Inc., J.P.
Morgan Securities LLC, Stone Harbor Investment Partners LP and
Third Avenue Focused Credit Fund.

The Creditors Committee is comprised of Bank of New York Mellon
Corporate Trust, Stone Harbor Investment Partners, Delos
Investment Management, and Ultramar Agencia Maritima Ltda.

General Maritime emerged from Chapter 11 protection in May 2012.
The Plan reflects the terms of a global settlement among the
Company's main creditor constituencies.  The plan gives unsecured
creditors $6 million in cash, 25 of the new stock, and warrants
for another 3%, for a predicted 5.41% recovery.


GENERAL MOTORS: Creditors Seek Court View on Doc Authorization
--------------------------------------------------------------
Law360 reported that unsecured creditors of General Motors Corp.?s
bankruptcy company told the Delaware Supreme Court that in
answering a question posed by the Second Circuit, it should hold
that the authorization to terminate a secured lending interest
should be based simply on the filing of the required documents.
According to the report, the Second Circuit certified the question
of law -- which arose from a dispute between a JPMorgan Chase &
Co. unit and GM's official committee of unsecured creditors -- to
Delaware's high court in June.

                     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.


GMG CAPITAL: Files Joint Chapter 11 Plan of Reorganization
----------------------------------------------------------
GMG Capital Partners III, L.P. and GMG Capital Partners III
Companion Fund, L.P., filed with the United States Bankruptcy
Court for the Southern District of New York on October 3, 2014, a
Joint Chapter 11 Plan of Reorganization for GMG Capital Partners
III, L.P., et al.

The Plan will be implemented through the Debtors' sale of certain
of its equity interests in Lancope Inc. pursuant to an asset
purchase agreement.  Proceeds of the sale will be used to pay
distributions set forth in the Plan.

The sale will be free and clear of any lien, claim interest or
encumbrance with any lien, claim, interest or encumbrance to
attach to the proceeds of the sale.  Subject to any lien or
encumbrance, the proceeds of the sale and the remainder of the
Debtors' Assets will be vested in the Reorganized Debtors for
Distribution in accordance with the terms of the Plan.

Non-Debtor affiliate GMG IIIA may also contribute to the
Distribution with the proceeds of the sale of certain of its
beneficial interests in Lancope to Second Alpha Partners, LLC.

               Treatment of Claims and Interests

The Plan divided the Claims and Interests against the Debtors into
12 Classes:

    (1) Class 1A (Priority Non Tax Claims Against GMG III);
    (2) Class 1B (Athenian Claim Against GMG III);
    (3) Class 1C (General Unsecured Claims Against GMG III);
    (4) Class 1D (Management Company Claims Against GMG III);
    (5) Class 1E (Intercompany Claims Against GMG III);
    (6) Class 1F (Interests in GMG III);
    (7) Class 2A (Priority Non Tax Claims Against GMG Companion);
    (8) Class 2B (Athenian Claim Against GMG Companion);

    (9) Class 2C (General Unsecured Claims Against GMG
        Companion);

   (10) Class 2D (Management Company Claims Against GMG
        Companion);

   (11) Class 2E (Intercompany Claims Against GMG Companion); and

   (12) Class 2F (Interests in GMG Companion)

Allowed Administrative Expense Claims, Professional Fees, U.S.
Trustee Fees and Priority Tax Claims will be paid under the Plan
in the ordinary course or after the Effective Date.

Claims in Classes 1C, 1D, 2C and 2D are Impaired and they are
entitled to vote to accept or reject the Plan.  Claims in Class 2E
and Class 1E are Impaired but the Holders of the Claims will not
be entitled to vote to accept or reject the Plan.  Claims under
Classes 1A, 1B, 1F, 2B, 2A and 2F are Unimpaired and are not
entitled to vote to accept or reject the Plan.

A copy of the Plan is available for free at:

      http://bankrupt.com/misc/GMGCAPITAL_Plan_10032014.pdf

                   About GMG Capital Partners

GMG Capital Partners III, L.P., and GMG Capital Partners III
Companion Fund, L.P., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10,
2013.  Stuart M. Bernstein oversees the Debtor's case.  Olshan
Frome Wolosky LLP represents the Debtor its Chapter 11 Bankruptcy
Case.  GMG Capital Partners III disclosed $21,696,757 in assets
and $7,877,498 in liabilities as of the Chapter 11 filing.


GREEN POWER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Green Power Inc.
           AKA Green Power Inc a Washington Corporation
        4111 E Madison St #305
        Seattle, WA 98112

Case No.: 14-17528

Chapter 11 Petition Date: October 12, 2014

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

Judge: Hon. Marc Barreca

Debtor's Counsel: Matthew W. Anderson, Esq.
                  LAW OFFICES OF MATTHEW W. ANDERSON, PLLC
                  506 2nd Ave Ste 1400
                  Seattle, WA 98104
                  Tel: 206-812-9570
                  Fax: 888-293-0775
                  Email: manderson@mwa-law.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Judith A. Calhoun, director & acting
CEO.

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


GT ADVANCED: Apple Holds Off on Asking Payment of Loans
-------------------------------------------------------
Juli Clover at MacRumors, citing people familiar with the matter,
reports that Apple Inc. has not demanded repayment of loans to GT
Advanced Technologies Inc.

Rebekah Denny, writing for Marketsemerging.com, relates that
Susquehanna analyst Chris Caso expects Apple to be a creditor in
the Debtor's bankruptcy case since the company made prepayments --
structured as secured debt, with the equipment pledged as
collateral -- to the Debtor to allow the purchase of sapphire
manufacturing equipment.

According to MacRumors, Apple is helping the Debtor qualify for
the final $139 million payment that Apple has withheld from the
Debtor.  MacRumors says that the Debtor reportedly failed to
deliver on the technical milestones that it was contractually
obligated to meet under the original terms of the $578 million
loan that Apple provided for purchasing equipment.  The Wall
Street Journal blames the Debtor's bankruptcy filing on Apple's
not giving the Debtor the $139 million payment, since the Debtor's
cash -- at $85 million -- was below a $125 million trigger point
that would allow Apple to demand repayment of about $440 million
in loans it had advanced.

Aldrin Calimlim at Appadvice.com reports that the Debtor had been
largely dependent on Apple, and it had "exclusivity provisions"
that limited its supply of sapphire to other customers, even as
Apple was not obligated to buy from it.  MacRumors relates that
Apple also provided the Debtor a facility.  The Debtor's latest
10-Q filing states that the facility in Arizona is owned by an
AAPL affiliate, and was leased to the Debtor for the purpose of
sapphire manufacturing.  "AAPL has already been granted a license
for certain sapphire related IP by GTAT, and AAPL has the right to
purchase a license for additional IP at AAPL's option,"
Marketsemerging.com quoted Mr. Caso as saying.

KGI analyst Ming-Chi Kuo said in a research note obtained by
AppleInsider that the Debtor's bankruptcy filing may affect future
iPhones as Apple's main investment in the supplier was for iPhone
touch panels.  Mikey Campbell at AppleInsider reports that the
analyst warns that the Debtor's bankruptcy means ASF sapphire is
facing technology bottlenecks in production, which raises
uncertainty as to its use in future iPhone models.  "We don't
think Apple will turn to other suppliers given the notionally
superior drop-test performance of GTAT's sapphire ingot.  We
believe Apple is still very interested in using sapphire as a
material for iPhone cover lens," AppleInsider quoted the analyst
as saying.

                  About GT Advanced Technologies

GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.  KCC maintains the Web site
http://www.KCCllc.net/gtat

In its petition, GTAT Group listed $1.5 billion in total assets as
of June 28, 2014, and $1.3 billion in total assets as of June 28,
2014.


GT ADVANCED: Proposes Lease Rejection & Assumption Procedures
-------------------------------------------------------------
GT Advanced Technologies Inc. and its affiliated debtors are
asking the Bankruptcy Court to enter an order authorizing and
approving expedited procedures for the assumption, assumption and
assignment, and rejection of executory contracts and unexpired
leases of personal and non-residential real property and
abandonment of related personal property.

Before the Petition Date, GTAT entered into a number of contracts
and leases in connection with the operation of its business,
including contracts for the delivery of goods, the performance of
services, and the lease of certain real and personal property.
GTAT intends to continue the on-going process, with the assistance
of its advisors, of identifying contracts and leases that GTAT may
want to assume or assume and assign and identifying those
contracts and leases that no longer benefit GTAT's business
operations.  GTAT will seek to assume, assume and assign, or
reject such contracts and leases, as applicable, and absent
expedited procedures for managing this process, GTAT will
inevitably incur related administrative costs, which could be
significant.

Accordingly, GTAT seeks approval of (a) expedited procedures for
GTAT's assumption or assumption and assignment of contracts,
leases, purchase orders, or continuous purchase orders, including
resolution of any applicable cure amounts, (b) expedited
procedures for rejecting Agreements, and (c) the form of notice to
be served upon counterparties to assumed, assumed and assigned, or
rejected Agreements.

A copy of the Motion is available for free at:

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

                  About GT Advanced Technologies

GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.


GT ADVANCED: Proposes to Reject Three Leases
--------------------------------------------
GT Advanced Technologies Inc. and its affiliated debtors are
seeking authority to reject three unexpired leases of non-
residential property, including any amendments or modifications
thereto, nunc pro tunc to the Petition Date.

As of the Petition Date, GTAT occupies premises across the United
States and Asia in connection with the operation of manufacturing
facilities, office space, and other business activities. With
respect to many locations, GTAT does not own the real property
where such enterprises are located and, instead, lease the real
property from numerous lessors and other counterparties.

By this motion and in order to maximize the value of its estates,
GTAT seeks to reject these leases corresponding to the locations
at which GTAT has ceased operations prior to the Petition Date:



    * Standard Industrial Lease Agreement, dated March 3, 2009,
with JB Management, L.P., and Block Hawley Commercial Real Estate
Services, for premises at 1600 Park 3700 Place, Suites 1 & 2,
Hazelwood, MO.

    * Lease, dated December 13, 2010, as amended, with TNK
Associates LLC, for premises located at 20 Trafalgar Square,
Nashua, NH.

    * Lease Agreement, dated April 25, 2014, with Arizona Board Of
Regents, on behalf of the Arizona State University, for premises
located at 7700 S. River Parkway, Tempe, AZ.

The Leases to be rejected provide no benefit to GTAT's estates.
By rejecting the Leases, GTAT believes that it will be able to
save $695,118 per year.

                 About GT Advanced Technologies

GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.


GT ADVANCED: To Wind Down 2 Facilities, Reject Apple Contracts
--------------------------------------------------------------
GT Advanced Technologies Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of New Hampshire to wind
down their operations at their sapphire manufacturing facilities
in Mesa, Arizona, and Salem, Massachusetts, and implement an
employee incentive plan in connection with the wind down of the
operations.

The Debtors, in a separate motion, Concurrently with the wind down
of the Arizona and Massachusetts operations, the Debtors are also
seeking court authority to reject a series of Apple Inc.
agreements, including a supply agreement, equipment lease
agreement, intellectual property agreement, and confidentiality
agreement, related to the operations that will no longer be
required.

Daniel W. Sklar, Esq., at Nixon Peabody LLP, in Manchester, New
Hampshire, tells the Court that the Debtors' cash burn at the
sapphire manufacturing operations for the benefit of Apple is not
sustainable and that, after careful evaluation of all
alternatives, the Debtors have determined that, in order to
preserve the value of their estates, they must wind down their
sapphire manufacturing operations in Arizona and Massachusetts,
with reductions in associated supporting personnel at their
Merrimack, New Hampshire, offices.  With respect to the
agreements, Mr. Sklar says the agreements imposed oppressive and
burdensome terms and obligations on the Debtors.

                 Wind-Down Process & Incentive Plan

Mr. Sklar relates that merely "pulling the plug" is not a viable
option given the significant value of the Debtors' equipment at
the facilities as well as the significant value of the sapphire
boules that are currently being grown in the furnaces.  For these
reasons, the Debtors developed the wind down process consisting of
the following steps:

   (1) A crew of approximately 75 employees will continue to
       monitor the sapphire growth currently in progress, remove
       the sapphire boules from the furnaces, and then prepare the
       boules for sale.  The Debtors expect this phase to be
       completed by mid-November 2014.

   (2) Once the sapphire boules have been removed from the
       furnaces, the furnaces must be decommissioned and put into
       "hibernation."  The Debtors anticipate that this step will
       require approximately 15 employees.

   (3) The Debtors must shut down and clean up the Mesa facility,
       including the various supply systems for process cooling
       water, compressed air, helium, coolant, and power to the
       furnaces.  In addition, all raw material, work in process,
       finished goods, and other assets must be inventoried, put
       in storage, and secured.  The Debtors anticipate this task
       to require approximately 35 employees.  The Debtors
       estimate that steps two and three should be completed by
       Dec. 31, 2014.

An employee covered by the Incentive Plan will continue to be paid
for actual time worked at their current base salary rate as of the
time that the task length is communicated to them plus benefits.
Upon the completion of the covered employee's task or the
expiration of his or her tax length, each employee will be paid a
bonus up to 15% of the aggregate amount of base salary for the
assigned task length.  The Debtors estimate that the aggregate
completion bonus to be paid is $64,700.

               Expedited Hearing, Sealing of Docs

The Debtors ask the Court for an expedited hearing on their
motions, saying any delay in implementing the wind down process
will have significant, negative impact on the value of their
estates to the detriment of their creditors.  The Debtors,
according to Mr. Sklar, run the risk of liquidated damages claims
in the amount of $50 million per violation under certain
confidentiality agreements involving Apple, which agreements
themselves are required to be kept confidential.

The Debtors tell the Court that blanket confidentiality for all
matters relating to one party in a Chapter 11 case risks allowing
that party to have disproportionate control over the case but they
cannot take the risk that they may become subject to substantial
liquidated damages claims by Apple for breach of its
confidentiality agreements.

                     Unsecured Creditor Objects

PC Connection Sales Corp., with an unsecured claim of $200,000
against the Debtors, complain that the financial records and other
documents and information relevant to consideration of the
Debtors' motions have either been filed under seal or otherwise
remain to be disclosed.  PC Connection asks the Court to deny the
motions, without prejudice to renewing the same after an official
committee of unsecured creditors has been formed and after an
appropriate amount of time has been allowed for that committee and
other parties-in-inter.

PC Connection is represented by:

         Steven E. Grill, Esq.
         DEVINE, MILLIMET & BRANCH, P.A.
         111 Amherst Street
         Manchester, NH 03101
         Tel: (603) 669-1000
         Email: sgrill@devinemillimet.com

                  About GT Advanced Technologies

GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.


GT ADVANCED: Oct. 15 Hearing on Motion to File Docs Under Seal
--------------------------------------------------------------
Judge Henry J. Boroff of the U.S. Bankruptcy Court for the
District of New Hampshire will convene a hearing on Oct. 15, 2014,
at 2:00 p.m., to consider approval of GT Advanced Technologies
Inc., et al.'s request to file under seal certain documents
relating to their Chapter 11 petition and first-day motions.

Judge Boroff has held a hearing on Oct. 10 and authorized the
Debtors to file certain documents, especially those documents that
would violate the Debtors' confidentiality agreements with Apple
Inc., recognizing the risk of liquidated damages claims in the
amount of $50 million per violation under certain the
confidentiality agreements.  Judge Boroff held the Oct. 10 hearing
in camera and allowed only counsel for the Debtors and Apple in
the court room.

To allow the Debtors to avoid the risk of paying millions as a
result of violations of the confidentiality agreements, Judge
Boroff directed that the Debtors to provide all information as
will be reasonably requested to any party in interest and the U.S.
Trustee and, in the Debtors' sole discretion, to the public press,
except that in the event that any information relates to the
details of the Debtors? business relationship with Apple, the
substance of information proposed to be disclosed will first be
provided to counsel for Apple no less than 3 Court days
beforehand, within which time Apple may move the Court to prohibit
disclosure of that information.

                  About GT Advanced Technologies

GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.


GT ADVANCED: Has Interim Authority to Pay Critical Vendors
----------------------------------------------------------
Judge Henry Boroff of the U.S. Bankruptcy Court for the District
of New Hampshire gave GT Advanced Technologies Inc., et al.,
interim authority to pay the claims of critical vendors in an
amount not to exceed $10 million.

The Debtors will first apply all payments to Critical Vendors to
the Critical Vendor?s claims, if any, for goods received by the
Debtors within 20 days prior to the Petition Date.

As a condition to payment of the Critical Vendor Claims, unless
otherwise modified or waived by the Debtors, the Critical Vendors
are required to continue to provide goods and services to the
Debtors on the most favorable terms in effect between the Critical
Vendor and the Debtors in the 12 months before the Petition Date,
or on other favorable terms as GTAT and the Critical Vendor may
otherwise agree.

The final hearing, if required, to consider entry of an order
granting the relief requested in the Motion on a final basis will
be held on Oct. 21, 2014 at 2:00 p.m. (E.T.); and any objection to
entry of that order must be received no later than Oct. 14.  If no
objection is filed to the Motion, the Court may enter the relief
requested herein on a final basis without further notice or
hearing.

                  About GT Advanced Technologies

GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.


GT ADVANCED: Schedules Filing Date Extended to Nov. 20
------------------------------------------------------
Judge Henry Boroff of the U.S. Bankruptcy Court for the District
of New Jersey extended until Nov. 20, 2014, the time by which GT
Advanced Technologies Inc., et al., must file their schedules of
assets and liabilities and statements of financial affairs.

                  About GT Advanced Technologies

GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.


GT ADVANCED: Bankruptcy Court Enforces Injunction Provisions
------------------------------------------------------------
Judge Henry Boroff of the U.S. Bankruptcy Court for the District
of New Jersey issued an order enforcing Sections 362 and 525 of
the Bankruptcy Code in the Chapter 11 cases of GT Advanced
Technologies Inc., et al.

Subject to the exceptions to the automatic stay provided in
Section 362(b) and the right of any party-in-interest to seek
relief from the automatic stay under Section 362(d), Judge Boroff
ruled that all persons and all governmental units are stayed,
restrained, and enjoined from, among other things, commencing or
continuing, including the issuance or employment of process, any
judicial, administrative, or other action or proceeding against
the Debtors that was or could have been commenced before the
Petition Date or recovering a claim against the Debtors that arose
before the Petition Date.

Pursuant to Section 362, all persons and foreign and domestic
governmental units, and all those acting on their behalf, are
stayed, restrained, and enjoined from in any way seizing,
attaching, foreclosing upon, levying against, or in any other way
interfering with any and all property of the Debtors or the
Debtors' estates, wherever located.

Pursuant to Section 525, all governmental units are prohibited and
enjoined from denying, revoking, suspending, or refusing to renew
any license, permit, charter, franchise, or other similar grant
to, conditioning a grant to, or discriminating with respect to a
grant against, denying employment to, terminating the employment
of, or discriminating with respect to employment against, any of
the Debtors solely because the Debtors are debtors under the
Bankruptcy Code, may have been insolvent prior to the Petition
Date or may be insolvent during the pendency of the Debtors'
Chapter 11 cases, or may not have paid a debt that is
dischargeable in the Chapter 11 cases under the Bankruptcy Code.

                  About GT Advanced Technologies

GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.


GT ADVANCED: Ch. 11 Cases Assigned to Judge Henry Boroff
--------------------------------------------------------
Judge Henry Boroff of the U.S. Bankruptcy Court for the District
of New Jersey will oversee the Chapter 11 cases of GT Advanced
Technologies, Inc., et al., following Judge Bruce Harwood's
recusal from presiding over the cases.

                  About GT Advanced Technologies

GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.


GT ADVANCED: Faces Securities Class Action After Bankruptcy Filing
------------------------------------------------------------------
Shareholder rights law firm Robbins Arroyo LLP on Oct. 10
disclosed that an investor of GT Advanced Technologies Inc. has
filed a federal securities fraud class action complaint in the
U.S. District Court of New Hampshire.  The complaint alleges that
the company and certain of its officers and directors violated the
Securities Exchange Act of 1933 and Securities Exchange Act of
1934 between November 5, 2013 and October 6, 2014.  GT is a
technology company that provides materials and equipment for
solar, LED, and electronic industries worldwide.

View this information on the law firm's Shareholder Rights Blog:
www.robbinsarroyo.com/shareholders-rights-blog/gt-advanced-
technologies-inc

GT Is Accused of Misleading Investors Regarding Its Earnings and
Liquidity

The complaint details the potentially lucrative agreement between
GT and Apple pursuant to which GT was to operate advanced sapphire
crystallization furnaces and related equipment to produce material
for sapphire displays.  GT Chief Executive Officer Thomas
Gutierrez touted this agreement as "a significant milestone in
GT's diversification strategy," represented his "confidence in the
long-term value of this opportunity," and projected 2015 revenues
to nearly double from 2014 levels, due in substantial part to the
Apple agreement.  According to the complaint, GT repeated these
sentiments in its Registration Statement on Form S-3 filed with
the U.S. Securities and Exchange Commission pursuant to which it
conducted its public offerings, and during earnings calls in the
first half of 2014.

The complaint alleges that notwithstanding its reassurances to
investors, GT was nearing a liquidity crisis and was unable to
meet its milestones under the Apple agreement.

On September 9, 2014, after Apple unveiled the new iPhone 6 and
iPhone 6 Plus, which did not include GT's sapphire material,
shares of GT fell $4.37 per share, or over 25%, over a two-day
period.  Then, on October 6, 2014, GT's shares plummeted nearly
93% to close at $0.80 per share, after the company announced that
it had filed for bankruptcy.

GT Advanced Shareholders Have Legal Options

Concerned shareholders who would like more information about their
rights and potential remedies can contact attorney Darnell R.
Donahue at (800) 350-6003, DDonahue@robbinsarroyo.com or via the
shareholder information form on the firm's website.

Robbins Arroyo LLP is a nationally recognized leader in
shareholder rights law.  The firm represents individual and
institutional investors in shareholder derivative and securities
class action lawsuits, and has helped its clients realize more
than $1 billion of value for themselves and the companies in which
they have invested.

                About GT Advanced Technologies

GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a
diversified technology company producing advanced materials and
innovative crystal growth equipment for the global consumer
electronics, power electronics, solar and LED industries.
Headquartered in Merrimack, New Hampshire, GT is a publicly held
corporation whose stock is traded on NASDAQ under the ticker
symbol "GTAT."

As of June 28, 2014, the GTAT Group's unaudited and consolidated
financial statements reflected assets totaling $1.5 billion and
liabilities totaling $1.3 billion.  As of Sept. 29, 2014, GTAT had
$85 million in cash, $84 million of which is unencumbered.

On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed
voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916).
GT says that it has sought bankruptcy protection due to a "severe
liquidity crisis."

The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as
attorneys and Kurtzman Carson Consultants LLC as claims and
noticing agent.


GORDON PROPERTIES: Court to Take Up Plan at Jan. 20 Hearing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
will hold a status hearing on Jan. 20 regarding the plan proposed
by Gordon Properties, LLC to exit bankruptcy protection.

As reported by the TCR on May 2, 2014, the company's restructuring
plan proposes to treat claims and interests as follows:

    * Burke & Herbert Bank holds two allowed secured claims:
$525,000 and $450,000.  Neither the claims nor the liens securing
the claims will be affected by the plan, its liens will be
preserved, and it will retain all rights available under
applicable law and its loan documents.

    * Pursuant to orders entered by the bankruptcy court, Gordon's
members made loans to the company on a secured, subordinate basis,
totaling $2,200,000.  Neither the claims nor the liens held to
secure these loans will be affected by the plan, the liens shall
be preserved, and the lenders will retain all rights available
under applicable law and their loan documents, provided, however,
that the liens shall remain subordinate to all allowed unsecured
claims pursuant to the terms of the bankruptcy court's orders.

    * There are presently no allowed unsecured claims.  However,
should FOA succeed on its appeals, it could obtain an allowed
claim for either the assessment against Gordon's commercial
street-front unit or the judgment against Condominium Services,
Inc., by virtue of substantive consolidation, or both.  FOA is
unimpaired.  In the event a final, unappealable order is entered
in favor of FOA by either the bankruptcy court or a court of
appeals, FOA's claim will be allowed and it will retain all rights
under applicable law to enforce its claim.  In that event, Gordon
will liquidate so many of its condo units as is necessary
to pay the claim.

Gordon will continue to own and operate its condo units, the
equity of the company will remain with its present owners, and Mr.
Sells will continue to serve as the managing member.

It is anticipated that Gordon will lose its equity interest in
CSI pursuant to CSI's plan of reorganization.

                  About Gordon Properties, LLC

Alexandria, Va.-based Gordon Properties, LLC, owns 39 condominium
units in The 4600 Condominium, a high-rise apartment building with
both residential and commercial units.  Gordon Properties'
ownership of these condos represents about a 20% interest in the
Forty Six Hundred Condominium project -- http://foa4600.org/-- in
Alexandria.  Gordon also owns all of the equity of a subsidiary,
Condominium Services, Inc., which operates as a condominium
management company.

Gordon Properties is owned by related family members, Bryan Sells,
Mr. Sells' sister, Elizabeth Greenwell, and his cousins, Lindsay
Wilson and Julia Langdon.  The company was created in 2002 to take
title to the Condo Units which had been held in a trust that was
created under the will of Bryan Gordon following his death.  Bryan
Gordon was the grandfather of the four members of the Debtor.

Gordon Properties sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 09-18086) on Oct. 2, 2009, and is represented by Donald
F. King, Esq., at Odin, Feldman & Pittleman PC in Fairfax, Va.
Gordon Properties disclosed $11,149,458 in assets and $1,546,344
in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010.  It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GORDON PROPERTIES: FOA Seeks to Withdraw 'Yes' Vote on Plan
-----------------------------------------------------------
A homeowners association has filed a motion seeking to withdraw
its vote accepting the Chapter 11 plan proposed by Condominium
Services Inc., an affiliate of Gordon Properties LLC.

In its motion, First Owner's Association of Forty Six Hundred
Condominium Inc. asked for approval to withdraw its vote in favor
of the restructuring plan and replace it with a vote rejecting the
plan.

The move came after the U.S. Circuit Court of Appeals for the
Fourth Circuit dismissed Gordon's appeal from a district court's
order finding that the homeowners association had a claim against
the company.

The district court's order issued on August 25 reversed the
decision of the U.S. Bankruptcy Court for the Eastern District of
Virginia, which denied the association's motion for substantive
consolidation of the companies' bankruptcy cases.  The district
court also ordered remand of the motion, which will be considered
at a hearing on Nov. 21.

                  About Gordon Properties, LLC

Alexandria, Va.-based Gordon Properties, LLC, owns 39 condominium
units in The 4600 Condominium, a high-rise apartment building with
both residential and commercial units.  Gordon Properties'
ownership of these condos represents about a 20% interest in the
Forty Six Hundred Condominium project -- http://foa4600.org/-- in
Alexandria.  Gordon also owns all of the equity of a subsidiary,
Condominium Services, Inc., which operates as a condominium
management company.

Gordon Properties is owned by related family members, Bryan Sells,
Mr. Sells' sister, Elizabeth Greenwell, and his cousins, Lindsay
Wilson and Julia Langdon.  The company was created in 2002 to take
title to the Condo Units which had been held in a trust that was
created under the will of Bryan Gordon following his death.  Bryan
Gordon was the grandfather of the four members of the Debtor.

Gordon Properties sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 09-18086) on Oct. 2, 2009, and is represented by Donald
F. King, Esq., at Odin, Feldman & Pittleman PC in Fairfax, Va.
Gordon Properties disclosed $11,149,458 in assets and $1,546,344
in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010.  It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GORDON PROPERTIES: FOA Asks Court to Confirm Validity of Claim
--------------------------------------------------------------
A homeowners association has filed a motion seeking court
confirmation that it has a valid claim against Gordon Properties
LLC.


In a court filing, First Owner's Association of Forty Six Hundred
Condominium Inc. asked the U.S. Bankruptcy Court for the Eastern
District of Virginia to confirm that it has a valid claim against
Gordon and that its ballot rejecting the company's restructuring
plan was properly filed.

Gordon on July 17 filed a report in which the company noted that
although the homeowners association submitted a ballot, it doesn't
hold an allowed claim and is not entitled to vote on the plan.

On Aug. 25, a district court issued an order in favor of First
Owner's, which reportedly gives the homeowners association with a
valid claim against the company.

                  About Gordon Properties, LLC

Alexandria, Va.-based Gordon Properties, LLC, owns 39 condominium
units in The 4600 Condominium, a high-rise apartment building with
both residential and commercial units.  Gordon Properties'
ownership of these condos represents about a 20% interest in the
Forty Six Hundred Condominium project -- http://foa4600.org/-- in
Alexandria.  Gordon also owns all of the equity of a subsidiary,
Condominium Services, Inc., which operates as a condominium
management company.

Gordon Properties is owned by related family members, Bryan Sells,
Mr. Sells' sister, Elizabeth Greenwell, and his cousins, Lindsay
Wilson and Julia Langdon.  The company was created in 2002 to take
title to the Condo Units which had been held in a trust that was
created under the will of Bryan Gordon following his death.  Bryan
Gordon was the grandfather of the four members of the Debtor.

Gordon Properties sought Chapter 11 protection (Bankr. E.D. Va.
Case No. 09-18086) on Oct. 2, 2009, and is represented by Donald
F. King, Esq., at Odin, Feldman & Pittleman PC in Fairfax, Va.
Gordon Properties disclosed $11,149,458 in assets and $1,546,344
in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010.  It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.


GROVE ESTATES: Meeting of Creditors Set for Nov. 5
--------------------------------------------------
The meeting of creditors of Grove Estates, LP is set to be held on
Nov. 5, at 2:00 p.m., according to a filing with the U.S.
Bankruptcy Court for the Middle District of Pennsylvania.

The meeting will be held at the Office of the U.S. Trustee located
at Ronald Reagan Federal Building, Trustee Hearing Room, Room
1160, 11th Floor, 228 Walnut Street, in Harrisburg, Pennsylvania.

The court overseeing the bankruptcy case of a company schedules
the meeting of creditors usually about 30 days after the
bankruptcy petition is filed.  The meeting is called the "341
meeting" after the section of the Bankruptcy Code that requires
it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                       About Grove Estates

Grove Estates, LP, an operator of land development business in
York, Pennsylvania, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 23, 2014 (Case No. 14-04368, Bankr. M.D.
Pa.).  The case is assigned to Judge Robert N Opel II.

The Debtor's counsel is Robert L Knupp, Esq., at Smigel, Anderson
& Sacks, LLP, in Harrisburg, Pennsylvania.  The Debtor's
accountant is Francis C. Musso, CPA, MPA, P.C.


GTA REALTY II: Files for Chapter 11 with $7.26-Mil. Debt
--------------------------------------------------------
GTA Realty II, LLC, sought bankruptcy protection (Bankr. S.D.N.Y.
Case No. 14-12840) in Manhattan on Oct. 8, 2014.

The Debtor owns real property at 184 Prince Street, New York,
valued at $6 million and a property at 287 Bleeker Street, New
York, valued at $12 million.   U.S. Bank National Association,
owed $5.3 million, holds a first mortgage on the property.

The Debtor disclosed that the properties generated income of
$412,000 in 2012, $432,000 in 2013, and $324,000 in 2014 (year-to-
date).

In its schedules of assets and liabilities, the Debtor disclosed:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $18,000,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,626,328
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,634,553
                                 -----------      -----------
        TOTAL                    $18,000,000       $7,260,881

The case is assigned to Judge Robert E. Gerber.

The Debtor is represented by Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky, LLP, in New York.

The Debtor's Chapter 11 plan and disclosure statement are due
Feb. 5, 2015.  The initial case conference is due by Nov. 7, 2014.

The Debtor has tapped Backenroth Frankel & Krinsky, LLP as
counsel.


GTA REALTY II: Asks Court to Set Claims Bar Date
------------------------------------------------
GTA Realty II, LLC, asks the Bankruptcy Court to set a deadline
for the filing of proofs of claims by all persons and entities
(other governmental units) that assert a claim, as defined in '
101(5) of the Bankruptcy Code, against the Debtor which arose on
or prior to the filing of the Chapter 11 petition on Oct. 8, 2014.

In addition, GTA Realty asks the Court to enter an order providing
that  proofs of claim filed by governmental units must be filed on
or before April 6, 2015 at 5:00 p.m. Eastern Time (the date that
is 180 days after the date of the order for relief).

Under Section 101(5) of the Bankruptcy Code, the word "claim"
means (a) a right to payment, whether or not such right is reduced
to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or
unsecured; or (b) a right to an equitable remedy for breach of
performance if such breach gives rise to a right to payment,
whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured.

                        About GTA Realty II

GTA Realty II, LLC, sought bankruptcy protection (Bankr. S.D.N.Y.
Case No. 14-12840) in Manhattan on Oct. 8, 2014.

In its schedules of assets and liabilities, the Debtor disclosed
$18 million in total assets and $7.26 million in liabilities.  The
Debtor owns real property at 184 Prince Street, New York, valued
at $6 million and a property at 287 Bleeker Street, New York,
valued at $12 million.   U.S. Bank National Association, owed $5.3
million, holds a first mortgage on the property.

The case is assigned to Judge Robert E. Gerber.

The Debtor is represented by Mark A. Frankel, Esq., at Backenroth
Frankel & Krinsky, LLP, in New York.

The Debtor's Chapter 11 plan and disclosure statement are due
Feb. 5, 2015.  The initial case conference is due by Nov. 7, 2014.

The Debtor has tapped Backenroth Frankel & Krinsky, LLP as
counsel.


GTA REALTY II: Proposes Backenroth Frankel as Counsel
-----------------------------------------------------
GTA Realty II, LLC, asks the Bankruptcy Court for approval to
employ Backenroth Frankel & Krinsky, LLP as counsel.

Backenroth Frankel which maintains an office for the practice of
law at 800 Third Avenue, New York, New York, which charge the
Debtor at these hourly ratese: paralegal time: $125, Scott A.
Krinsky: $485, Mark A. Frankel: $505, Abraham J. Backenroth: $550.

The Debtor has selected BFK because the members of BFK have
considerable expertise in the fields of debtors' and creditors'
rights, debt restructuring and corporate reorganizations, and
commercial litigation, among others.

BFK was paid $25,000 by the Debtor before the Petition Date. The
$5,583 of that amount was incurred before the filing.  The
remaining $19,416 is BFK's retainer for postpetition services.

Mark Frankel, a member of the firm, attests that the members and
associates of BFK and are disinterested parties within the meaning
of Sec. 101(14) of the Bankruptcy Code and have no interest
adverse to the Debtor's estate, its respective creditors, the
Office of the United States Trustee, or any other party in
interest, or their respective attorneys and accountants.


HALLOWEEN COSTUME: Auctions Inventory After Owner Files for Bankr.
------------------------------------------------------------------
George Barnes at Telegram.com reports that Paul Shear, auctioneer
for Aaron Posnik Auctioneers of Springfield, has held an auction
for Halloween Costume Outlet's inventory, as part of owner John E.
Hoover III's Chapter 11 bankruptcy filing in March.

According to Telegram.com, Mr. Hoover listed $603,780 in
liabilities and 15 creditors, including Bank of America, Deutsch
Bank, the state Department of Revenue and the city of Fitchburg,
in his bankruptcy petition.

Telegram.com relates that Mr. Shear had said that at least
$100,000 was needed for all the items.  The report adds that the
bidding had only reached lot 54 of 866 lots when Mr. Shear
announced that $5,000 had been reached selling individual lots.

Halloween Costume Outlet was a popular shop for Halloween rental
costumes decor, including Star Wars items, large props like an
industrial sized electrical panel that could easily be part of
Frankenstein's laboratory, a pipe organ, life-sized animated
horror characters, collectible items like a large collection of
Kennedy memorabilia, dismembered bodies, mannequins, and two giant
spiders.  Owner John E. Hoover III ran the business for 25 years.


HEADWATERS INC: S&P Revises Outlook to Pos. & Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on South Jordan, Utah-based Headwaters Inc. to positive
from stable.  In addition, S&P affirmed its 'B' corporate credit
rating on the company.

At the same time, S&P affirmed its 'B+' issue-level rating on
Headwaters' $400 million senior secured notes, in line with S&P's
notching guidelines for a '2' recovery rating, and its 'CCC+'
issue-level rating on Headwaters' $150 million senior unsecured
notes, in line with S&P's notching guidelines for a '6' recovery
rating.

"The outlook is positive, reflecting our expectation that the
improvement in housing starts and nonresidential construction will
result in better operating performance for Headwaters," said
Standard & Poor's credit analyst Maurice Austin.  "We expect
credit measures to improve during the next few quarters such that
leverage is strengthened and maintained below 5x, a level we
consider consistent with an "aggressive" financial risk profile."

The outlook also reflects S&P's expectation that liquidity will
remain adequate to meet all of the company's obligations,
including capital spending requirements, and that availability
under the secured revolving credit facility will be adequate to
fund any near-term financial obligations.

S&P could raise the rating if 2015 sales growth exceeded 10% with
gross margins greater than 32%, resulting in leverage likely to be
maintained at less than 5x and funds from operations to debt to be
maintained at more than 12%, consistent with an "aggressive"
financial risk profile.  This could occur if there were a greater-
than-expected recovery in residential and commercial construction.

S&P could lower the ratings if liquidity became constrained,
dropping materially below $80 million.  This situation would be
exacerbated if operating conditions became weaker than S&P
anticipates due to lower-than-expected residential construction
activity or fly ash demand, resulting in lower sales volumes that
are not offset by cost reductions.


HOUSTON REGIONAL: Files Second Amended Plan of Reorganization
-------------------------------------------------------------
Houston Regional Sports Network, L.P., filed with the United
States Bankruptcy Court for the Southern District of Texas its
Second Amended Chapter 11 Plan of Reorganization dated
September 30, 2014.  Houston Astros, LLC, and Rocket Ball, Ltd.
are also Proponents of the Plan.

The Plan is amended to provide additional details relating to the
treatment of claims of the Comcast Entities.

The Plan provides that on the Effective Date, the holder of Class
2 - Comcast Lender Secured Claim will receive, in full
satisfaction of the Comcast Lender Secured Claim:

   * the Abandoned Comcast Lender Cash Collateral;

   * the proceeds or value of the FF&E Sale; and

   * Cash in an amount equal to the value of the Comcast
     Lender Residual Collateral.

      Implementation of Treatment of Comcast Secured Claim

On the Effective Date, the Debtor will sell the FF&E Collateral to
Rocket Ball and Astros, LLC free and clear of all Liens with the
Liens attaching to the proceeds.  The purchase price payable for
the FF&E Collateral at the FF&E Sale will be comprised of a single
Cash payment equal to the value of the FF&E Collateral as
established by the Bankruptcy Court.  The Cash payment will be
delivered to Comcast Lender on the Effective Date and the FF&E
Collateral will be contributed to the Reorganized Debtor by Rocket
Ball on the Effective Date.

If Comcast Lender submits a credit bid for the FF&E Collateral,
the Proponents reserve the right to object to that credit bid for
cause as permitted by Section 363(k) of the Bankruptcy Code or any
other applicable law.

If Comcast Lender acquires the FF&E Collateral pursuant to a
credit bid, (a) the final closing date of the FF&E Sale will be
the date on which AT&T and DTV, in their sole and absolute
discretion, file a notice with the Bankruptcy Court indicating
that all replacement furniture, fixtures and equipment is fully
functioning and that all the FF&E Collateral has been removed and
replaced without material disruption to the Reorganized Debtor's
operations, and (b) Rocket Ball will reimburse the Reorganized
Debtor for the cost of obtaining and installing replacement
equipment comparable to the FF&E Collateral.

A redlined copy of the Second Amended Plan is available for free
at: http://bankrupt.com/misc/CSNHOUSTON_2ndAmdPlan_Redlined.pdf

              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.


HOUSTON REGIONAL: Comcast Entities Want 2nd Amended Plan Stricken
-----------------------------------------------------------------
The Comcast Entities ask the United States Bankruptcy Court for
the Southern District of Texas to strike the Second Amended
Chapter 11 Plan dated September 30, 2014, filed by Houston
Regional Sports Network, L.P., Houston Regional Sports Network,
L.P., Houston Astros, LLC, and Rocket Ball, Ltd.

Vincent P. Slusher, Esq., at DLA Piper, in Dallas, Texas --
vince.slusher@dlapiper.com -- relates that the counsel for Comcast
made it perfectly clear at the confirmation hearing on September
4, 2014, that Comcast was considering exercising its rights under
Section 1111(b) of the Bankruptcy Code, and the Court concluded
that a secured creditor was entitled to make that election against
an understanding, provided by the Disclosure Statement, of the
treatment of the secured claim.  Since that time, the parties have
exchanged thousands of documents, produced expert reports,
conducted more than a dozen depositions and are finalizing trial
briefs, all in connection with the First Amended Plan.

Comcast was -- and remains -- prepared to proceed under the terms
the Court directed, Mr. Slusher states.  He alleges that the Teams
(Astros and Rockets), however, have apparently promised the
Proposed Buyers more than they can deliver.  And so now, he
contends, while the one of the last fact witness depositions in
this matter was underway, they announce a fundamental change to
the rules of the game by filing the Second Amended Plan.

Mr. Slusher tells the Court that Comcast has not had time to study
the Second Amended Plan in detail.  But it appears that the Second
Amended Plan radically alters the structure of the proposed
transaction, he asserts.

"Rather than a reorganization of the Debtor in which the Debtor
will retain the collateral securing Comcast Lender's $100 million
loan, the Second Amended Plan contains a gimmick," Mr. Slusher
says.  "In order to try to defeat Comcast Lender's 1111(b)
election, the Second Amended Plan purports to 'sell,' under
Section 363 of the Bankruptcy Code, certain of Comcast Lender's
collateral to the Teams.  The Teams, in turn, purport to
'contribute' those assets -- which would now be free and clear of
Comcast liens -- to the reorganized debtor," he continues.

Requiring Comcast to respond to the Second Amended Plan at this
late date, after fact discovery is essentially concluded and with
trial briefs due imminently, is profoundly unfair and prejudicial,
Mr. Slusher argues.  He insists that it should not be permitted,
adding the either the parties should continue towards the
confirmation hearing on the September 4, 2014 version of the Plan
-- the one that has formed the basis for all of the discovery
taken to date, including the parties' expert reports -- or the
confirmation hearing should be taken off of the calendar and the
parties directed to start over on the new plan.

                     Plan Proponents Object

The Plan Proponents ask the Court to deny the Motion to Strike in
its entirety and proceed with confirmation as scheduled.

In their Motion to Strike, the Comcast Entities claim to be
prejudiced due to the amendments to the First Amended Plan
incorporated into the Second Amended Plan.  Charles A. Beckham,
Jr., Esq., at Haynes and Boone, LLP, in Houston, Texas --
charles.beckham@haynesboone.com -- tells the Court that the
amendments though are designed to address Comcast Lender's
election under Section 1111(b) of the Bankruptcy Code, and the
Proponents agreed that Comcast Lender could make its election up
to one week after the conclusion of the hearing to consider the
Disclosure Statement.

At the time Comcast Lender made that election, it most certainly
knew that the First Amended Plan would need to be amended since it
did not expressly contemplate an election being made, Mr. Beckham
says.  He adds that the Comcast Entities claim that the amendments
fundamentally change the matters in dispute and that they have
proceeded down an incorrect path towards confirmation.  However,
he argues, this is clearly not the case.

Mr. Beckham asserts that the Comcast Lender was acutely aware of
the fact that the Proponents could challenge its Section 1111(b)
election.  He argues that the Proponents never waived their right
to raise that objection and have always maintained that the
Comcast Affiliation Agreement does not have material value.

Indeed, Mr. Beckham contends, the Proponents' expert valuation
report, submitted after Comcast Lender made its election,
expressly indicated that the Existing Affiliation Agreements,
Leases, and Intangible Assets securing Comcast Lender's loan was
of no value.  He adds that during discovery relating to the Plan,
one issue that the Proponents have explored is the value of
Comcast's collateral in connection with Comcast Lender's Section
1111(b) election.

Mr. Beckham further contends that the amendments to the Plan
present no new factual questions -- the issues raised (all of
which should have been anticipated by Comcast) are entirely legal.
He asserts that the amendments also cause no prejudice to voting
and the only claim that is arguably affected by the amendments is
the Comcast Lender Secured Claim.  Comcast Lender's no vote has
been expected for months and there is no reason to think that the
amendment will prompt a yes vote, particularly given the tone of
the Motion to Strike, he continues.

              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.


HOUSTON REGIONAL: Comcast Wants Claim Estimated at $124.5 Million
-----------------------------------------------------------------
In accordance with the terms of the order approving Houston
Regional Sports Network, L.P.'s Disclosure Statement and
solicitation procedures, the Comcast Claimants and the
Comcast Defendants submit their reply to the Plan Proponents'
consolidated brief on estimation for voting purposes of unsecured
claims of the Comcast Entities.

Representing Comcast, Howard M. Shapiro, Esq., at Wilmer Cutler
Pickering Hale and Dorr LLP, in Washington, D.C. --
howard.shapiro@wilmerhale.com -- contends that the Proponents
provide no legal basis for their position that the Comcast
Parties' indemnity claims against the Debtor should be estimated
at $1 for voting purposes.  Rather, he insists, for the reasons
stated in the Comcast Estimation Brief, these indemnity claims
should be estimated in a material amount for voting purposes.

Mr. Shapiro explains that the Comcast Estimation Brief relied on
the testimony of the Astros' witnesses and documents produced in
discovery to estimate the Astros' asserted claim for damages
relating to their unpaid media rights.  He notes that in their
estimation motion in respect of that claim, however, the Astros
now assert a substantially greater measure of damages.  In light
of the Astros' determination to assert that larger damages figure,
he contends that the calculation of the expected value of the
Comcast Parties' indemnity claims should be revised to take
account of the greater rejection damages now asserted by the
Astros.

Accordingly, the Comcast Parties say that the Court should
estimate their claims against the Debtor at $124.5 million for
voting purposes.

              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.


HOUSTON REGIONAL: McLane Parties Support Amended Chapter 11 Plan
----------------------------------------------------------------
R. Drayton McLane, Jr., and McLane Champions, LLC, creditors and
parties in interest of Houston Regional Sports Network, L.P.,
filed a "statement in support/limited objection" to the Amended
Chapter 11 Plan.

The McLane Parties tell the United States Bankruptcy Court for the
Southern District of Texas that they are voting to approve the
Plan, even though it may very well make no economic sense for them
to do so.

The McLane Parties' votes reflect a desire that the Debtor, the
Astros, and the Rockets (and their fans) succeed, even though the
McLane Parties are forced to defend (in their view) a vexatious
and frivolous lawsuit brought by the Astros ownership, Wayne
Fisher, Esq., at Fisher, Boyd, Johnson, & Huguenard, L.L.P., in
Houston, Texas -- bj@fisherboyd.com -- contends.

Notwithstanding their affirmative votes, the McLane Parties have
discrete issues with certain portions of the Plan, which issues
form the basis of this limited objection, Mr. Fisher says.  He
asserts that the Plan improperly subordinates the claims of the
McLane Parties by (i) describing how and to what extent the Plan
subordination will impact the McLane Parties' claims, and (ii)
stating any factual or legal basis for doing so.  The McLane
Parties object in all respects to any subordination of their
claims.

Alternatively, in the event the Court determines that some or all
of the McLane Parties' claims should be subordinated, the McLane
Parties assert that any subordination must be minimal in all
respects.  Accordingly, the McLane Parties object to confirmation
of the Plan to the limited extent that the Plan proposes to
unlawfully subordinate their claims.

              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.


INFINISTAFF LLC: Member Pleads Guilty of Bankruptcy & Tax Fraud
---------------------------------------------------------------
New Haven Register reports that Infinistaff, LLC sole member Jason
Sheehan pleaded guilty on Wednesday to willful failure to pay tax,
embezzlement of more than $1 million from the bankruptcy estate
and making a false declaration statement under penalty of perjury
in a bankruptcy case, while his wife, Glorvina Constant, pleaded
guilty on Monday to conspiracy to commit bank fraud.

New Haven Register relates that Mr. Sheehan faces a maximum prison
term of 15 years and his sentencing is set for Dec. 31, 2014.  The
report adds that his wife faces up to five years in prison and her
sentencing is set for Jan. 6, 2015.

According to New Haven Register, Mr. Sheehan filed operating
reports falsely claiming that another company was being paid to
process the payroll checks and to prepare payroll tax returns and
tax payments.  Citing federal authorities, New Haven Register
relates that the Debtor once had an agreement with another company
to perform those tasks, but that arrangement had been terminated
at the time of Mr. Sheehan's reports and statements.

Court documents say that the Debtor didn't account for and pay the
Internal Revenue Service more than $2.5 million in employment
taxes it had withheld from worker paychecks from 2011 to 2013, and
failed to pay about $1.4 million in employer payroll taxes.

The prosecutors, New Haven Register states, said that the wife got
payroll checks from the company totaling $354,000 during the
bankruptcy proceedings despite performing no work.  The wife,
according to court documents, purchased a house on Whitney Avenue
in New Haven in 2013 using proceeds from a $390,000 mortgage loan
she got from a local bank and about $260,000 Mr. Sheehan embezzled
from the bankruptcy estate.  New Heaven Register relates that the
mortgage loan application falsely stated that theh wife worked for
the Debtor and earned about $16,000 per.  The report says that she
also applied for a second mortgage loan for $131,000 from the
bank.

Milford, Connecticut-based Infinistaff, LLC, filed for Chapter 11
bankruptcy protection (Bankr. D. Conn. Case No. 10-32733) on Sept.
13, 2010, estimating its debts at between $1 million and $10
million, against up to $50,000 in assets.  Judge Lorraine Murphy
Weil presides over the case.  Peter L. Ressler, Esq., at Groob
Ressler & Mulqueen, serves as the Debtor's bankruptcy counsel.
The petition was signed by Jason Sheehan, member.


INTELLICELL BIOSCIENCES: Posts $2.7MM Net Income in 2nd Quarter
---------------------------------------------------------------
Intellicell Biosciences, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $2.70 million on $32,500 of total revenues for the
three months ended June 30, 2014, compared to a net loss of $3.91
million on $0 of total revenues for the same period in 2013.

For the six months ended June 30, 2014, the Company reported a net
loss of $7.53 million on $65,000 of total revenues compared to a
net loss of $4.97 million on $0 of total revenues for the same
period last year.

The Company's balance sheet at June 30, 2014, showed $3.34 million
in total assets, $15.64 million in total liabilities, all current,
and a $12.29 million total stockholders' deficit.

"The Company has incurred losses since inception resulting in an
accumulated deficit of $61,164,954 and a working capital deficit
of $15,319,535 as of June 30, 2014, respectively.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.  The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.  Management intends to finance
operating costs over the next twelve months with existing cash on
hand and a private placement of common stock or other debt or
equity securities.  There can be no assurance that we will be able
to obtain further financing, do so on reasonable terms, or do so
on terms that would not substantially dilute our current
stockholders' equity interests in us.  If we are unable to raise
additional funds on a timely basis, or at all, we probably will
not be able to continue as a going concern," the Company stated in
the Quarterly Report.

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

                        http://is.gd/JyU1EN

                    About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.


INTELLICELL BIOSCIENCES: Files Amendment to Q1 2014 Report
----------------------------------------------------------
Intellicell BioSciences, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its quarterly report on Form
10-Q.  A copy of the Form 10-Q/A is available at:

                       http://is.gd/OOLq6u

The Company disclosed a net loss of $10.24 million on $32,500 of
total net revenues for the three months ended March 31, 2014,
compared with a net loss of $1.06 million on $nil of total net
revenues for the same period in the prior year.

The Company's balance sheet at March 31, 2014, showed $4.1 million
in total assets, $20.96 million in total liabilities and total
stockholders' deficit of $16.86 million.

The Company has incurred losses since inception resulting in an
accumulated deficit of $63.87 million and a working capital
deficit of $4.83 million as of March 31, 2014, respectively.
Further losses are anticipated in the continued development of its
business, raising substantial doubt about the Company?s ability to
continue as a going concern.

                  About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.  The Company's balance sheet at
March 31, 2014, showed $4.09 million in total assets, $25.26
million in total liabilities and a $21.16 million total
stockholders' deficit.

                           Going Concern

"The condensed consolidated financial statements have been
prepared on a going concern basis which assumes the Company will
be able to realize its assets and discharge its liabilities in the
normal course of business for the foreseeable future.  The Company
has incurred losses since inception resulting in an accumulated
deficit of $61,421,672 and a working capital deficit of
$23,780,066 as of March 31, 2014, respectively.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.  The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.  Management intends to finance
operating costs over the next twelve months with existing cash on
hand and a private placement of common stock or other debt or
equity securities.  There can be no assurance that we will be able
to obtain further financing, do so on reasonable terms, or do so
on terms that would not substantially dilute our current
stockholders' equity interests in us.  If we are unable to raise
additional funds on a timely basis, or at all, we probably will
not be able to continue as a going concern," the Company said in
the quarterly report for the period ended March 31, 2014.


INTELLICELL BIOSCIENCES: Files Amendment to Third Quarter Report
----------------------------------------------------------------
Intellicell BioSciences, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its quarterly report on Form
10-Q, disclosing a net loss of $4.48 million on $nil of total net
revenues for the three months ended Sept. 30, 2013, compared to a
net loss of $1.74 million on $186,073 of total net revenues for
the same period in 2012.

The Company's balance sheet at Sept. 30, 2013, showed $3.72
million in total assets, $13.24 million in total liabilities and
total stockholders' deficit of $9.52 million.

The Company has incurred losses since inception resulting in an
accumulated deficit of $47.22 million and a working capital
deficit of $10.14 million as of Sept. 30, 2013, respectively.  The
Company has not generated any revenues from its technology during
the nine months ended Sept. 30, 2013 and does not have any near
term prospects to generate revenue.  In addition, the Company is
in default on certain of its loans.  Losses are anticipated in the
continued development of its business assuming the Company is able
to raise the financing necessary to continue its research and
development.  These factors raise, substantial doubt about the
Company's ability to continue as a going concern.  The ability to
continue as a going concern is dependent upon a number of factors,
including generating profitable operations in the future and/or to
obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
come due.  Management intends to finance operating costs over the
next twelve months with a private placements of common stock or
other debt or equity securities.

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

                       http://is.gd/bS2Sl1

                  About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.  The Company's balance sheet at
March 31, 2014, showed $4.09 million in total assets, $25.26
million in total liabilities and a $21.16 million total
stockholders' deficit.

                           Going Concern

"The condensed consolidated financial statements have been
prepared on a going concern basis which assumes the Company will
be able to realize its assets and discharge its liabilities in the
normal course of business for the foreseeable future.  The Company
has incurred losses since inception resulting in an accumulated
deficit of $61,421,672 and a working capital deficit of
$23,780,066 as of March 31, 2014, respectively.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.  The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.  Management intends to finance
operating costs over the next twelve months with existing cash on
hand and a private placement of common stock or other debt or
equity securities.  There can be no assurance that we will be able
to obtain further financing, do so on reasonable terms, or do so
on terms that would not substantially dilute our current
stockholders' equity interests in us.  If we are unable to raise
additional funds on a timely basis, or at all, we probably will
not be able to continue as a going concern," the Company said in
the quarterly report for the period ended March 31, 2014.


INTELLICELL BIOSCIENCES: Amends 2013 Fiscal Year Report
-------------------------------------------------------
Intellicell BioSciences, Inc., filed with the U.S. Securities and
Exchange Commission on Oct. 9, 2014, an amendment to its annual
report on Form 10-K for the year ended Dec. 31, 2013.  A copy of
the Form 10-K/A is available at:

                       http://is.gd/FmjbVZ

The Company reported a net loss of $15.87 million on $nil of total
net revenues for the year ended Dec. 31, 2013, compared to a net
loss of $4.15 million on $534,942 of total net revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $3.21 million
in total assets, $15.49 million in total liabilities and total
stockholders' deficit of $12.28 million.

The Company has incurred losses since inception resulting in an
accumulated deficit of $53.63 million and a working capital
deficit of $8.53 million as of Dec. 31, 2013, respectively.
Further losses are anticipated in the continued development of its
business, raising substantial doubt about the Company's ability to
continue as a going concern.

                  About Intellicell Biosciences

Intellicell BioSciences, Inc., headquartered in New York, N.Y.,
was formed on Aug. 13, 2010, under the name "Regen Biosciences,
Inc." as a pioneering regenerative medicine company to develop and
commercialize regenerative medical technologies in large markets
with unmet clinical needs.  On Feb. 17, 2011, the company changed
its name from "Regen Biosciences, Inc." to "IntelliCell
BioSciences Inc".  To date, IntelliCell has developed proprietary
technologies that allow for the efficient and reproducible
separation of stromal vascular fraction (branded
"IntelliCell(TM)") containing adipose stem cells that can be
performed in tissue processing centers and in doctors' offices.

Intellicell Biosciences reported a net loss of $11.14 million on
$0 of total net revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $4.15 million on $534,942 of total net
revenues during the prior year.  The Company's balance sheet at
March 31, 2014, showed $4.09 million in total assets, $25.26
million in total liabilities and a $21.16 million total
stockholders' deficit.

                           Going Concern

"The condensed consolidated financial statements have been
prepared on a going concern basis which assumes the Company will
be able to realize its assets and discharge its liabilities in the
normal course of business for the foreseeable future.  The Company
has incurred losses since inception resulting in an accumulated
deficit of $61,421,672 and a working capital deficit of
$23,780,066 as of March 31, 2014, respectively.  Further losses
are anticipated in the continued development of its business,
raising substantial doubt about the Company's ability to continue
as a going concern.  The ability to continue as a going concern is
dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due.  Management intends to finance
operating costs over the next twelve months with existing cash on
hand and a private placement of common stock or other debt or
equity securities.  There can be no assurance that we will be able
to obtain further financing, do so on reasonable terms, or do so
on terms that would not substantially dilute our current
stockholders' equity interests in us.  If we are unable to raise
additional funds on a timely basis, or at all, we probably will
not be able to continue as a going concern," the Company said in
the quarterly report for the period ended March 31, 2014.


IPAYMENT INC: Makes Exchange Offer for Unsecured Notes
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that IPayment Inc., a credit-card processor
specializing in small and medium-sized merchants, made an exchange
offer already accepted by holders of 70 percent of the $400
million in 10.25 percent senior unsecured notes due 2018 and 91
percent of the holding company's $132.3 million in 15 percent
senior unsecured notes due 2018.

According to the report, the operating company noteholders will
receive $285 million in new 8.5 percent senior secured notes and
61.5 percent of the common stock, while holders of the holding
company notes are to receive $30 million of the new secured notes
plus 18.5 percent of the stock along with warrants, exercisable at
$6.78 a share, potentially raising their shareholding to 40
percent.

The 10.25 percent senior unsecured notes due 2018 last traded on
Oct. 6 for 88.9 cents on the dollar, to yield 14.646 percent, the
report related, citing Trace, the bond-price reporting system of
the Financial Industry Regulatory Authority.

iPayment, Inc., the main operating company of iPayment Holdings,
Inc., provides credit and debit card payment processing services
to small merchants across the United States.  iPayment helps
153,000 merchants with application processing, underwriting,
account set-up, risk management and more.

                         *     *     *

The Troubled Company Reporter, on Oct. 7, 2014, reported that
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York City-based iPayment Inc. to 'CC' from
'CCC' and the issue-level ratings on the company's revolving
credit facility and term loan to 'CCC-' from 'CCC+'.  S&P,
according to the TCR, would treat the exchange transaction, if
completed, as tantamount to a default, based on the rating
agency's criteria, since the investors will receive less value
than the original promise of the securities.


JACQUELINE MELCHER: Faces Sanctions at Ch.7 Trustee's Behest
------------------------------------------------------------
District Judge Ronald M. Whyte in San Jose, California, granted
the request of John W. Richardson, the Chapter 7 Trustee of the
estate of Jacqueline Melcher, to impose sanctions against the
Debtor.

Judge Whyte also granted the Trustee's motion to withdraw
reference to the Bankruptcy Court under 28 U.S.C. Sec. 157(d) for
consideration by the District Court of the Trustee's motion under
28 U.S.C. Sec. 1927 for sanctions.

The Court directed the Trustee to file a motion for determination
of the final amount of sanctions at the conclusion of the
bankruptcy case.

Ms. Melcher filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
C-13-04930-RMW) in June 2001, which was converted to a Chapter 7
case in September 2008.  Mr. Richardson was appointed Chapter 7
Trustee.

From September 15, 2008 through April 15, 2013, the bankruptcy
docket contains more than 1,700 entries and "reflects the great
difficultly Jacqueline had understanding the role of the Trustee
and her duties as a debtor in chapter 7. Jacqueline opposed most
substantive action of the Trustee to liquidate estate property."

These opposition tactics included actively interfering with the
Trustee's attempts to sell real property in Massachusetts,
objecting to the real estate broker the Trustee hired, and
objecting to the selling price proposed for the properties. The
bankruptcy court rejected Ms. Melcher's concerns, and her appeals
of the bankruptcy court's decisions were dismissed for lack of
prosecution.  (Stonewall Property) and (Moshup Trail Property).
Ms. Melcher also refused to remove personal property in the homes
the Trustee was attempting to sell.  All of these actions caused
the Trustee to incur unnecessary legal fees relating to his
administration of the bankruptcy estate.

Ms. Melcher also filed numerous motions to compel, motions for
reconsideration, and appeals related to the Trustee's
administration of the estate, all of which were denied on the
merits, or dismissed as untimely in the case of the appeals. These
are "but some of the examples of Jacqueline's litigation tenacity
as reflected on the docket."

Before the bankruptcy court, the Trustee requested that Ms.
Melcher be declared a vexatious litigant or that some restrictions
be placed on her filings. The Trustee filed his first "Notice and
Motion for Vexatious Litigant Order" on April 24, 2009. The
bankruptcy court denied the motion because Ms. Melcher's filings
were "not patently without merit" and it was not clear that the
excessive pleadings were taking funds from creditors in the case.

On September 15, 2010 the Trustee renewed his motion, and the
bankruptcy court again denied the motion but determined that Ms.
Melcher was barred from filing pleadings in other courts.  (Ms.
Melcher was involved in various state court litigations).  The
Trustee then filed a Standing Motion, requesting the bankruptcy
court to determine that Ms. Melcher had no standing to interfere
with the Trustee's administration of the estate, as the estate was
insolvent and thus she had no pecuniary interest in it.

The bankruptcy court denied the motion, and on appeal the
Bankruptcy Appellate Panel vacated the decision, finding that
"Jacqueline's multiple pleadings were frivolous and were brought
with the intent to harass the parties."  Additionally, the
Bankruptcy Appellate Panel concluded that "[t]here is no question
from the record before us that the [primary creditor] has been
impacted seriously by the diminution of the bankruptcy estate, as
have the Trustee and his counsel in light of the fees and expenses
they have incurred in attempting to meet their statutory duties to
administer the bankruptcy estate."

The Bankruptcy Appellate Panel then vacated and remanded the
Standing Motion to the bankruptcy court to "implement an
appropriate prefiling order to address the outrageous conduct of
Jacqueline evidenced by the docket and her voluminous filings."

Before the Bankruptcy Appellate Panel issued its decision vacating
the denial of the Standing Motion, the Trustee filed the current
motion to withdraw the reference and motion for sanctions. After
briefing was complete on the current motions, the BAP Order was
issued.

In the current motion for sanctions, the Trustee estimates that
Ms. Melcher's litigation behavior has "caused at least 1,300 hours
in unnecessary work at a cost of $688,000 to the bankruptcy estate
and its creditors."  The Trustee's motion details further
vexatious litigation conduct, including numerous objections,
motions for reconsideration, and other unnecessary filings made by
Ms. Melcher in the bankruptcy case.

A copy of the District Court's October 1 Order is available at
http://is.gd/uZtxOtfrom Leagle.com.

The Chapter 7 Trustee is represented by:

     Charles P. Maher, Esq.
     McKENNA LONG & ALDRIDGE LLP
     One Market Plaza
     Spear Tower, 24th Floor
     San Francisco, CA 94105
     Tel: 415-356-4600
     Fax: 415-356-3894
     E-mail: cmaher@mckennalong.com


JOHN D. OIL: Oct. 16 Hearing on Northwest's Bid to Lift Stay
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
is set to hold a hearing on Oct. 16 to consider the request of
Northwest Savings Bank to lift the automatic stay with respect to
a real property owned by a certain Jeffrey Quirk.

In 2003, Mr. Quirk obtained a loan in the amount of $100,000 from
the bank.  As security for the loan, Quirk executed a mortgage
whereby Northwest obtained a lien on the real property located in
Madison, Ohio.  Mr. Quirk is allegedly in default of his loan,
forcing Northwest to file a complaint seeking foreclosure of the
property before the Court of Common Pleas for Lake County, in
Ohio.

A lien search of the real property showed a certain lease between
Mr. Quirk and John D. Oil & Gas Co., which relates to the
property.  Under Ohio state law, the bank is required to list the
company as a defendant in the complaint in order to divest its
junior interest in the property, according to court filings.

                    About John D. Oil & Gas;
              OZ Gas; and Great Plains Exploration

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD., and Great
Plains Exploration, LLC -- filed voluntary Chapter 11 petitions
(Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11,
2012.  Two days later, John D. Oil filed its own Chapter 11
petition (Bankr. W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011, and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Dec. 31, 2011, showed $6.98 million in total assets,
$13.26 million in total liabilities, and a stockholders' deficit
of $6.28 million.  The petitions were signed by Richard M.
Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


LDK SOLAR: Unit Inks Module Supply Pact With Shanghai SNERDI
------------------------------------------------------------
LDK Solar CO., Ltd., in provisional liquidation and its joint
provisional liquidators, Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, announced that its Chinese
subsidiary, LDK Solar Hi-Tech (Nanchang) Co., Ltd., has signed a
new module supply agreement with Shanghai SNERDI Engineering
Consulting & Management Co., Ltd., a leading EPC company in China
owned by State Nuclear Power Technology Corporation.  Under the
terms of the agreement, LDK Solar Nanchang will provide modules
totaling 60.5 megawatts to SNPTC with shipments commenced recently
in connection with a solar project in Xinjiang, China.

"We are pleased to enter into this new agreement with SNPTC,"
stated Xingxue Tong, interim chairman, president and CEO of LDK
Solar.  "Through provision of our modules to SNPTC for their
project in Xinjiang, we continue to demonstrate our commitment to
our customers not only in the international markets but also in
China's home market," concluded Mr. Tong.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

The Company's balance sheet at June 30, 2014, showed $3.3 billion
in total assets, $5.23 billion in total liabilities and total
stockholders' deficit of $1.92 billion.

The Company had a working capital deficit and negative equity and
incurred net loss over the past years due to the overall market
decline and its financial performance.  Due to the impending
maturity of its Renminbi-denominated US$-settled 10% Senior Notes
due 28 February 2014, with an aggregate principal amount of RMB
1.63 billion, the Company decided to file the appointment of
provisional liquidators in the Grand Court of Cayman Islands on 21
February 2014.  Eleanor Fisher and Tammy Fu of Zolfo Cooper
(Cayman) Limited were appointed as joint provisional liquidators
of the Company on 27 February 2014.  "These factors raise
substantial doubt as to our ability to continue as a going
concern," according to the Company's regulatory filing with the
SEC.


LEHMAN BROTHERS: $350M Broken-Lease Settlement Gets Judge's Nod
---------------------------------------------------------------
Law360 reported that a New York bankruptcy judge has approved
bankrupt Lehman Brothers Holdings Inc.'s plan to settle for $350
million an originally $4.47 billion claim for breaking a lease for
pricey London real estate.  According to the report, U.S.
Bankruptcy Judge Shelley Chapman signed off on the deal to settle
the claim related to Lehman's broken lease for its Bank Street
offices in London's financial district.  The owners said they were
owed $4.47 billion originally in September 2009; that was reduced
to a $780 million maximum, the report related.

As previously reported by The Troubled Company Reporter, citing
Daily Bankruptcy Review, Lehman Brothers reached a settlement that
gives holders of claims tied to properties in London's Canary
Wharf financial district a $350 million allowed claim in the case,
ending a long-running dispute.  Lehman said Canary Wharf
Management Ltd. and three related entities have agreed to the
deal.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LIGHTSQUARED INC: Judge Orders Parties Back to Mediation
--------------------------------------------------------
Billy Cheung, writing for Reuters, reported that creditors of
bankrupt wireless company LightSquared Inc. and the company's
owner, Harbinger Capital Partners, will once again try to reach a
mediated restructuring deal after a judge raised the prospect of
converting the case to a Chapter 7 liquidation.  According to the
report, Judge Shelley Chapman faulted Harbinger's breakaway
restructuring plan as an attempt to "hijack the case," although
the judge did state that the bankruptcy court would consider the
proposal as part of confirmation hearings.

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIQUIDMETAL TECHNOLOGIES: Amends FY Ended December 31 Report
------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission an amendment to its annual report on Form 10-K
for the year ended Dec. 31, 2013. A copy of the Form 10-K/A is
available at http://is.gd/y9p2fP

SingerLewak LLP expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has suffered recurring losses from operations and has an
accumulated deficit.

The Company reported a net loss of $14.25 million on $1.03 million
of total revenue for the year ended Dec. 31, 2013, compared to a
net loss of $14.02 million on $650,000 of total revenue in the
prior year.

The Company's balance sheet at Dec. 31, 2013, showed $4.1 million
in total assets, $6.85 million in total liabilities and total
stockholders' deficit of $2.74 million.

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal reported a net loss and comprehensive loss of $14.24
million on $1.02 million of total revenue for the year ended
Dec. 31, 2013, as compared with a net loss and comprehensive loss
of $14.02 million on $650,000 of total revenue for the year ended
Dec. 31, 2012.

The Company's balance sheet at June 30, 2014, showed $16.01
million in total assets, $8.45 million in total liabilities, and
stockholders' equity of $7.56 million.

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 has suffered recurring losses from operations and
has an accumulated deficit.  This raises substantial doubt about
the Company's ability to continue as a going concern.


MAGNUM HUNTER: S&P Assigns 'B' Rating on New $340MM 2nd Lien Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue-
level rating and '2' recovery rating to Houston-based Magnum
Hunter Resources Corp.'s proposed new $340 million senior secured
second-lien term loan.  The '2' recovery rating indicates S&P's
expectation of substantial (70% to 90%) recovery in the event of a
payment default.  S&P affirmed its 'B-' corporate credit rating on
the company and its 'CCC' issue-level rating on its senior
unsecured debt.  The outlook is stable.

Magnum Hunter intends to use the proceeds of this issuance to
repay the amount drawn on its revolving credit facility and fund
future capital expenditures.

"The stable outlook reflects our expectation that Magnum Hunter
will be able to execute further asset sales and expand production
in 2015," said Standard & Poor's credit analyst Christine Besset.
"However, we have revised our assessment of the company's
liquidity to "less than adequate" from "adequate."  While the
proposed refinancing should improve the liquidity position this
year, we expect Magnum Hunter's free operating cash flow will
remain largely negative in 2015."

S&P could lower the rating if liquidity becomes strained.  This
would likely happen if the company is unable to complete further
significant asset sales or capital market transactions while
capital spending remains high.

S&P could raise the rating if the company meets its production
target, maintains leverage below 4x and FFO to total debt in
excess of 20%, and strengthens its liquidity.  S&P considers an
upgrade unlikely during the next 12 months barring any asset sale
due to S&P's expectation that spending levels will remain high
relative to the company's liquidity.


MAUDORE MINERALS: Obtains 44-Day Extension to File NOI Proposal
---------------------------------------------------------------
Greg Struble, President and Chief Executive Officer of Maudore
Minerals Ltd., on Oct. 10 disclosed that Maudore, together with
its subsidiary Aurbec Mines Inc., have each received a 44 day
extension from the Superior Court of Canada, Quebec Commercial
Division in which to make a proposal under the Notice of Intention
("NOI") that was filed on September 8th under the Bankruptcy and
Insolvency Act (Canada).  The Corporation and Aurbec now have
until Friday November 21st in which to complete and present their
proposal to their creditors.

Pursuant to the NOI filings, Samson Belair/Deloitte & Touche Inc.
will continue as the trustee in the Proposal proceedings of
Maudore and Aurbec, and in that capacity will monitor and assist
the companies in their restructuring efforts.

                   About Maudore Minerals Ltd.

Maudore is a Quebec-based junior gold company in production, with
mining and milling operations as well as more than 22 exploration
projects.  Five of these projects are at an advanced stage of
development with reported current and historical resources and
mining.  Currently, all gold production is coming from the
Sleeping Giant mine.  The Corporation's projects span some 120 km,
east-west, of the underexplored Northern Volcanic Zone of the
Abitibi Greenstone Belt and cover a total area of 1,285 km2, with
the Sleeping Giant Processing Facility within trucking distance of
key development projects.


MCCAW INTERNATIONAL: Follows NII Holdings to Chapter 11
-------------------------------------------------------
McCaw International (Brazil), LLC, sought bankruptcy protection in
Manhattan, New York (Bankr. S.D.N.Y. Case No. 14-12843) on Oct. 8,
2014.

McCaw estimated assets of $100 million to $500 million and debt of
less than $10 million.  The Debtor says that its principal assets
are equity interests in certain non-debtor affiliates.

McCaw is an affiliate of, a provider of wireless communication
services for businesses and consumers in Brazil, Mexico and
Argentina.  NII Holdings has the exclusive right to use the Nextel
brand in its markets pursuant to a trademark license agreement
with Sprint Corporation and offers unique push-to-talk ("PTT")
services associated with the Nextel brand in Latin America.  NII
Holdings' shares of common stock, par value $0.001, are publicly
traded under the symbol NIHD on the NASDAQ Global Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors have sought joint administration
of their Chapter 11 cases.

The Chapter 11 cases are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.


MCCLINTOCK DAIRY: Govt Wins Summary Judgment in Foreclosure Suit
----------------------------------------------------------------
Senior District Judge William M. Nickerson in Maryland granted the
United States' Motion for Summary Judgment in its lawsuit, United
States of America v. McClintock Dairy, LLC et al., Civil Action
No. WMN-13-3854 (D. Md.).

The United States, on behalf of the Farm Service Agency (FSA), an
agency of the Department of Agriculture (USDA), instituted this
action to foreclose its security interest in property against the
borrowers, McClintock Dairy, LLC, Steven McClintock, Jeffrey
McClintock, and the Estate of Gary McClintock.

In 2003, McClintock Dairy, LLC secured a $200,000 direct operating
loan from the FSA.  The individual defendants each personally
executed the FSA loan promissory note in their individual
capacities.

After McClintock Dairy defaulted, FSA accelerated the loan on
December 9, 2010, for the remaining $55,813.26 owed based on
$19,969.58 of delinquent payments.  As of June 11, 2014, the
outstanding balance was $43,097.64.

The FSA states that it now holds a valid first priority security
interest with respect to all collateral under the FSA loan and
filed this action to enforce a money judgment and take possession
of collateral.

A copy of the Court's October 1, 2014 Memorandum is available at
http://is.gd/LoCufyfrom Leagle.com.

Defendant Jeffrey McClintock is represented by:

     Donald Scott Goldbloom, Esq.
     LAW OFFICE OF DONALD S. GOLDBLOOM
     12590 National Pike
     Grantsville, MD 21536
     E-mail: donald@goldbloomlaw.com
     Tel: 301-895-5240
     Fax: 301-895-5272

          - and -

     James Michael Baggett, Esq.
     McCANN GARLAND RIDALL AND BURKE
     11 Stanwix St Fl 10
     Pittsburgh, PA 15222
     Tel: 412-566-1818

Based in Grantsville, Maryland, McClintock Dairy LLC and
McClintock Family Partnership filed Chapter 11 bankruptcy
petitions (Bankr. D. Md. Case Nos. 07-10077 and 07-10079) on
Jan. 3, 2007.  Judge Paul Mannes presides over the case.
McClintock Dairy and McClintock Family Partnership each estimated
$1 million to $100 million in both assets and debts.  J. Michael
Baggett, Esq., at McCann Garland Ridall & Burke, represents
McClintock.


MEDIACOM BROADBAND: S&P Assigns 'BB' Rating on $216MM Facility
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '2' recovery rating to Mediacom Broadband Group's new
$216 million revolving credit facility due 2019.  The company's
existing $216 million revolving credit facility matures Dec. 31,
2016.  The '2' recovery rating indicates S&P's expectation of
substantial (70% to 90%) recovery for lenders in the event of a
payment default.

Borrowers under the revolving credit facility include subsidiaries
of Mediacom Broadband LLC, a subsidiary of Mediacom Park, N.Y.-
based cable-TV operator Mediacom Communications Corp.  All other
ratings on Mediacom, including the 'BB-' corporate credit rating
on parent Mediacom Communications Corp., are unaffected.  Further
near-term debt maturities include roughly $199.5 million at
Mediacom LLC under term loan C, which matures Jan. 31, 2015.
Absent a refinancing, S&P believes the company should have
capacity to meet this debt maturity through cash flow and
borrowings under its $225 million revolving credit facility due
2019 at Mediacom LLC and its $216 million revolving credit at
Mediacom Broadband Group due 2019.

RATINGS LIST

Mediacom Communications Corp.
Corporate Credit Rating             BB-/Stable/--

New Rating

MCC Iowa LLC
MCC Illinois LLC
MCC Georgia LLC
MCC Missouri LLC
$216 mil. revolver due 2019
Senior Secured                      BB
  Recovery Rating                    2


MEDICAL ALARM: Has $48,452 Net Loss for Q1
------------------------------------------
Medical Alarm Concepts Holding, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, disclosing a net loss of $48,452 on $246,903 of revenue for
the three months ended March 31, 2014, compared with a net income
of $105,392 on $179,110 of revenue for the same period in 2013.

The Company's balance sheet at March 31, 2014, showed $1.19
million in total assets, $3.25 million in total liabilities and
total stockholders' deficit of $2.06 million.

As of March 31, 2014, the Company has working capital deficit of
$684,504; did not generate significant cash from its operations;
and had operating loss for prior three years.  These
circumstances, among others, raise substantial doubt about the
Company's ability to continue as a going concern.

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

                       http://is.gd/hh0oac

                       About Medical Alarm

Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.

The Company's balance sheet at Sept. 30, 2013, showed $1.26
million in total assets, $6.23 million in total liabilities, and a
stockholders' deficit of $4.97 million.

"As reflected in the accompanying consolidated financial
statements, as of September 30, 2013, the Company has working
capital deficit of $2,708,946; did not generate significant cash
from its operations; had stockholders' deficit of $4,967,643 and
had operating loss for prior three years.  These circumstances,
among others, raise substantial doubt about the Company's ability
to continue as a going concern," the Company stated in its
quarterly report for the period ended Sept. 30, 2013.


METALICO INC: Zesiger Capital Reports 4.6% Equity Stake
-------------------------------------------------------
Zesiger Capital Group LLC disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that as of Oct. 9,
2014, it beneficially owned 2,240,259 shares of common stock of
Metalico Inc. representing 4.6 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/vqFHTd

                          About Metalico

Metalico, Inc. is a holding company with operations in two
principal business segments: ferrous and non-ferrous scrap metal
recycling, and fabrication of lead-based products. The Company
operates recycling facilities in New York, Pennsylvania, Ohio,
West Virginia, New Jersey, Texas, and Mississippi and lead
fabricating plants in Alabama, Illinois, and California.
Metalico's common stock is traded on the NYSE MKT under the symbol
MEA.

Metalico reported a net loss attributable to the Company of $34.81
million in 2013 following a net loss attributable to the Company
of $13.11 million in 2012.  Metalico incurred a net loss
attributable to the Company of $3.61 million for the six months
ended June 30, 2014.

As of June 30, 2014, the Company had $299.05 million in total
assets, $154.58 million in total liabilities and $144.46 million
in total equity.


MID-CONTINENT UNIVERSITY: Files for Chapter 11 Bankruptcy
---------------------------------------------------------
Mid-Continent University filed for Chapter 11 bankruptcy
protection (Bank. W.D. Ky. Case No. 14-50687) on Sept. 30, 2014,
listing its debts at between $1 million and $10 million, against
up to $50,000 in assets.

Mark C. Whitlow, Esq., at Whitlow, Roberts, Houston & Straub,
PLLC, serves as the Debtor's counsel.

WPSD Local reports that the Debtor listed its 20 biggest bills
that total up to about $1.63 million, though they owe more than
300 creditors total.  WPSD Local relates that it was told that the
the university stands to collect millions of dollars from students
who owe money for loans.  According to the report, the attorney
general hasn't authorized the Debtor to begin collecting that
money.

The Louisville Business First relates that the university closed
in June 2014 due to financial problems.  The report states that
Acting President Robert Walden said at the time there was not
enough money to pay workers.

WPSD Local states that a meeting of the creditors in federal court
is set for Nov. 6, 2014, at 12:30 p.m.

Mid-Continent University, Inc., is a Christian school in Graves
County in Mayfield, Kentucky.  It started in 1949 as West Kentucky
Baptist Institution.


MT. LAUREL: Bharat Patel Says NRB Plotting to Seize Properties
--------------------------------------------------------------
Mt. Laurel Lodging Associates LLP's general partner, Bharat Patel,
has accused former National Republic Bank of Chicago CEO Hiren
Patel of plotting with Navika Capital Group LLC to seize hotel
properties indebted to NRB.

Steve Daniels, Senior Reporter at Crain's reports that Bharat
Patel's businesses account for about $167 million in loans, almost
a quarter of NRB's total loans, and about $115 million of that is
tied up in the properties in Chapter 11.

Crain's relates that at the urging of Hiren Patel, Navika Capital
started talks with Bharat Patel in February to buy or invest in
the hotels.

According to a court filng dated Sept. 22, 2014, Bharat Patel only
recently learned that NRB intends to auction off its loans to the
debtor, and "upon information and belief, Navika has bid on the
loans to debtor and its affiliates and has used confidential
information -- which it has shared with Hiren Patel -- to do so .
. . .  Debtor believes that since its negotiations with Navika
terminated, Navika has shared debtor's confidential information
with Hiren Patel so that he and Navika could interfere with
debtor's reorganization process and submit a bid for NRB's loans
to debtor and its affiliates, with the ultimate goal of obtaining
title to debtor's assets and thwarting its reorganization."

The Court, at the behest of Bharat Patel, ordered in September an
examination -- expected to occur this month -- on Hiren Patel and
Navika Capital's dealings with each other and their plans
regarding the hotels in Chapter 11.

                About Mt. Laurel Lodging Associates

Mt. Laurel Lodging Associates, LLP and its debtor-affiliates filed
for separate Chapter 11 protection (Bankr. S.D. Ind. Lead Case No.
13-11697) on Nov. 4, 2013.  The debtor-affiliates are Ontario
Lodging Associates, LLC; Riverside Lodging Associates, LLC;
Rosenburg Lodging Associates, LLP; Tampa Palms Lodging Associates,
LLP; Titusville Lodging Associates, LLP; and Conroe Lodging
Associates, LLP.

Bankruptcy Judge Robyn L. Moberly presides over the case.  David
M. Neff, Esq., and Brian A. Audette, Esq., at Perkins Coie LLP,
and Andrew T. Kight, Esq., at Taft, Stettinius & Hollister LLP
represent the Debtor in their restructuring efforts.

The National Republic Bank of Chicago is represented by Bose
McKinney & Evans LLP and Stark & Stark, PC.

The Debtor estimated assets and debts at $10 million to
$50 million.  The petitions were signed by Bharat Patel, general
partner.


NAARTJIE CUSTOM: Great American Approved as GOB Sales Agent
-----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Bankruptcy Court in Salt Lake City
has approved Great American Group LLC as agent to conduct going-
out-of-business sales for Naartjie Custom Kids Inc., a designer of
children's clothing, accessories and footwear.

As previously reported by The Troubled Company Reporter, after 116
rounds of bidding at a 12-hour action, Great American came out the
winning bidder to conduct the GOB sales, topping the so-called
stalking horse bid made by a joint venture between Hilco Merchant
Resources LLC and Gordon Brothers Retail Partners LLC, which bid
guaranteed that Naartjie would receive 80% of the cost of the
merchandise.  Great American's offer guarantees 116.8 percent of
cost, which represents an increase of about $2.6 million in
additional value to the estate.

                   About Naartjie Custom Kids

Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666).  The case is assigned to Judge William T. Thurman.

The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.


NAUTILUS HOLDINGS: To File Plan by Oct. 15, Has DVB Bank Support
----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Nautilus Holdings Ltd., the owner of 16
containerships, said it intends to file a Chapter 11
reorganization plan after obtaining court approval for revisions
to $144.4 million in mortgages on the vessels M/V Texas and M/V
Washington.

According to the report, the lender DVB Bank SE agreed it will
support a reorganization plan with agreed changes in the
mortgages.  The so-called restructuring support agreement with DVB
calls for raising interest rate to the London interbank offered
rate plus 2.25 percentage points, the report related.

The Restructuring Support Agreement provides the following
milestones:

    (i) The Bankruptcy Court enters an order approving the
        disclosure statement for an Acceptable Plan on or before
        December 1, 2014;

   (ii) The Bankruptcy Court enters an order confirming an
        Acceptable Plan on or before January 15, 2015; and

  (iii) The Effective Date of an Acceptable Plan occurs on or
        before January 31, 2015.

                    About Nautilus Holdings

Nautilus Holdings Limited and 20 affiliated companies, including
Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in
White Plains, New York, on June 23, 2014.

The affiliates are Nautilus Holdings No. 2 Limited; Nautilus
Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited;
Nautilus Shipholdings No. 3 Limited; Able Challenger Limited;
Charming Energetic Limited; Dynamic Continental Limited; Earlstown
Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden
Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour
Limited; Metropolitan Vitality Limited; Miltons' Way Limited;
Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit
Limited; Superior Integrity Limited; and Vivid Mind Limited.

The Debtors' cases have been assigned to Judge Robert D. Drain,
and are being jointly administered for procedural purposes.

Hamilton, Bermuda-based Nautilus estimated $100 million to $500
million in assets and debt.  Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock.  Nautilus has tapped Jay
Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and
Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, as counsel; and AP Services, LLC, as financial
advisor.  Epiq Bankruptcy Solutions LLC serves as the claims and
noticing agent.


NEELAM INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Neelam Inc.
        776 NE Alsbury Blvd
        Burleson, Tx 76028

Case No.: 14-44139

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 10, 2014

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Hon. Michael Lynn

Debtor's Counsel: John J. Gitlin, Esq.
                  LAW OFFICES OF JOHN GITLIN
                  16901 Park Hill Dr.
                  Dallas, TX 75248
                  Tel: (972) 385-8450
                  Fax: (972) 385-8460
                  Email: johngitlin@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Salim Lalani, president.

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


NEOMEDIA TECHNOLOGIES: YA Global Owns Derivative Securities
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, YA Global Investments, L.P., disclosed that
it does not own any shares of common stock of NeoMedia
Technologies, Inc.

As the Investment Manager of YA Global, Yorkville Advisors, LLC,
may be deemed to beneficially own the same amount of shares of
Common Stock beneficially owned by YA Global.  As the General
Partner to YA Global, Yorkville Advisors GP, LLC, may be deemed to
beneficially own the same amount of shares of Common Stock
beneficially owned by YA Global.  As a managing member of
Yorkville and Yorkville GP and the portfolio manager to YA Global,
Matthew Beckman may be deemed to beneficially own the same amount
of shares of Common Stock beneficially owned by YA Global and YA
Global GP.

YA Global is the owner of derivative securities which have a cap
that prevents each derivative security from being converted and/or
exercised if such conversion and/or exercise would cause the
aggregate number of shares of Common Stock beneficially owned by
YA Global and its affiliates to exceed 9.9% of the outstanding
shares of the Common Stock following such conversion and/or
exercise of the derivative security.  In addition, the cap
pertaining to the derivative securities limits YA Global's
entitlement to 9.9% of the Common Stock Deemed Outstanding of the
Company for purposes of any corporate vote.

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

                       http://is.gd/toxTak

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

As of June 30, 2014, the Company had $4.79 million in total
assets, $37.66 million in total liabilities, all current, $4.59
million in series C convertible preferred stock, $348,000 in
series D convertible preferred stock, and a $37.81 million total
shareholders' deficit.

StarkSchenkein, LLP, in Denver, CO, 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 suffered recurring losses from operations, has
significant working capital and shareholders' deficits and may
have ongoing requirements for additional capital investment.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


NEONODE INC: Wellington Has 4.4% Stake as of Sept. 30
-----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Wellington Management Company, LLP, disclosed
that as of Sept. 30, 2014, it beneficially owned 1,778,299 shares
of common stock of Neonode Inc. representing 4.4 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/OQNAMV

                          About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.

Neonode reported a net loss of $13.08 million in 2013, a net loss
of $9.28 million in 2012 and a net loss of $17.14 million in 2011.

As of June 30, 2014, the Company had $14.98 million in total
assets, $5.74 million in total liabilities and $9.23 million in
total stockholders' equity.


NGL ENERGY: Fitch Affirms 'BB' Issuer Default Rating
----------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) for NGL
Energy Partners LP (NGL Energy) at 'BB'.  NGL Energy's senior
unsecured ratings is affirmed at 'BB-'.

NGL Energy Finance Corp.'s IDR of 'BB' has been affirmed and
withdrawn as it is no longer considered analytically meaningful.
The senior unsecured rating is affirmed at 'BB-'.  NGL Energy
Finance Corp. has co-issued senior unsecured notes with NGL Energy
Partners LP.

NGL Energy's Outlook is Stable.

KEY RATINGS DRIVERS

The 'BB' rating is supported by NGL's strategy to maintain strong
distribution coverage and operate diverse assets which are located
throughout the U.S.  The partnership has significantly expanded in
size and scale since its IPO in May 2011.  NGL has significant
senior secured debt ahead of its senior unsecured debt and
therefore, the senior unsecured debt is notched down one from the
IDR to 'BB-'.

Concerns include the fact that NGL does not have a long operating
history and it has grown quickly through multiple acquisitions
over a short period of time.  Fitch believes that acquisitions
will continue to be significant for NGL as it seeks to expand its
operations and increase distributions paid to unitholders.
Importantly, NGL management has a solid history of making
acquisitions.

Diverse operations: NGL's assets are diverse and are comprised of
crude logistics (NGL estimates it will account for 35% of EBITDA
excluding G&A for FY15), water solutions (26%), liquids (13%),
refined products/renewables (12%) and retail propane (15%).  NGL's
strategy is to focus growth on crude logistics, water solutions
and refined products/renewables.

Liquidity: NGL has significantly increased the size of its secured
revolver.  In June 2014 it was upsized to $2.193 billion and the
maturity was extended to 2018.  A year earlier, the revolver was
$1.05 billion and the majority of the increase was for working
capital.  The bank agreement is comprised of two facilities: a
$1.335 billion working capital facility which is restricted by a
borrowing base and a $858 million expansion capital facility.

As of June 30, 2013, capacity was $649 million on the working
capital facility.  The expansion capital facility had capacity of
$588 million.  Cash on the balance sheet was $40 million.

In addition to the bank agreement having borrowing base
restrictions on the working capital revolver, financial covenants
do not allow leverage (as defined by the bank agreement) to exceed
4.25x.  With permitted acquisitions, it temporarily increases to
4.5x.  As of June 30, 2014 the bank defined leverage ratio was
approximately 3.0x, within NGL's target of 2.75 - 3.25x.  Interest
coverage must exceed 2.75x and it was approximately 6.0x.  In
addition to the working capital borrowings and letters of credit
being excluded from the leverage calculation, NGL gets pro forma
EBITDA credit for acquisitions.  Pro forma EBITDA credit for
material projects or acquisitions is typical for MLP bank
agreements.

Fitch expects NGL will continue to generate credit ratios which
provide it with sufficient covenant cushion for the bank
agreement.  NGL does not have any debt maturities until 2018 when
the bank agreement expires.  With access to capital markets and
availability on the revolver, Fitch expects NGL to have adequate
liquidity to meet its spending needs.

Debt: NGL's secured debt is comprised of its revolver and $250
million of private placement notes due 2022.  It has two senior
unsecured notes, one due 2019 and another due 2022.

Leverage: NGL's leverage as defined by Fitch as total debt to
adjusted EBITDA was 5.9x for the LTM ending June 30, 2014, down
from 6.8x at the end of FY14.  Fitch forecasts that leverage may
fall to 4.5 - 5.0x by the end of FY15.

Spending: For the LTM ending June 30, 2014, NGL's total capex
spending was $183 million.  The partnership has been an active
acquirer of assets since its IPO in May 2011.  Fitch forecasts
acquisitions to continue to be significant in FY15.  Historically,
NGL has funded acquisitions with a balanced blend of debt and
equity.

RATING SENSITIVITIES

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

   -- Increase of size and scope of operations such that EBITDA
      exceeds $500 million while leverage is below 4.5x on a
      sustained basis;

   -- Fee-based arrangements accounting for greater than 60% of
      cash flows.

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

   -- Reduced liquidity;
   -- Deterioration of EBITDA;
   -- Significant increases in capital spending beyond Fitch's
      expectations or further acquisition activity that have
      negative consequences for the credit profile (e.g., if not
      funded with a balance of debt and equity);
   -- Increased adjusted leverage beyond 5.5x for a sustained
      period of time.


NII HOLDINGS: Meeting of Creditors Set for Nov. 4
-------------------------------------------------
The meeting of creditors of NII Holdings, Inc. is set to be held
on Nov. 4, at 2:30 p.m., according to a filing with the U.S.
Bankruptcy Court for the Southern District of New York.

The meeting will be held at the Office of the U.S. Trustee located
at 80 Broad Street, in New York.

The court overseeing the bankruptcy case of a company schedules
the meeting of creditors usually about 30 days after the
bankruptcy petition is filed.  The meeting is called the "341
meeting" after the section of the Bankruptcy Code that requires
it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                        About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors have sought joint administration
of their Chapter 11 cases.

The Chapter 11 cases are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.  The U.S. Trustee for Region 2 on
Sept. 29 appointed five creditors of NII Holdings to serve on the
official committee of unsecured creditors.


OPTIM ENERGY: Seeks Extension of Plan Filing Date
-------------------------------------------------
Optim Energy, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend the period during which they have
exclusive right to file a Chapter 11 plan through and including
Feb. 9, 2015, and the period during which they have exclusive
right to solicit acceptances of that plan through and including
April 10, 2015.

The Debtors' counsel, William M. Alleman, Jr., Esq., at Morris,
Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, says the
extension of the exclusive periods will allow the Debtors to close
on the sale of its Twin Oaks Plant and formulate a potential
restructuring strategy for their Gas Plant Portfolio.  Mr. Alleman
says the Debtors are contemplating a potential sale of the Gas
Plant Portfolio to a plan sponsor under a chapter 11 plan of
reorganization.

A hearing on the Debtors' extension request is scheduled for
Nov. 12, 2014, at 10:00 a.m. (ET).  Objections are due Oct. 23.

                    About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cedar
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450
in liabilities.  Optim Energy Cedar Bayou 4, LLC, disclosed
$183,694,097 in assets and $717,646,180 in liabilities as of the
Chapter 11 filing.  The Debtors have $713 million of outstanding
principal indebtedness.

On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3,
notified the Bankruptcy Court that she was unable to appoint an
official committee of unsecured creditors in the Debtors' cases.
The U.S. Trustee explained that there were insufficient responses
to her communication/contact for service on the committee.


POSITIVEID CORP: Obtains $153,000 in Financing
----------------------------------------------
PositiveID Corporation closed a Securities Purchase Agreement with
KBM Worldwide, Inc., on Oct. 6, 2014, providing for the purchase
of a Convertible Redeemable Note ("Note I") in the aggregate
principal amount of $53,000.  The Note was signed as of Sept. 29,
2014, and was funded on Oct. 6, 2014, with the Company receiving
$50,000 of net proceeds.  Note I bears interest at the rate of 8%
per annum; is due and payable on March 25, 2015; and may be
converted by KBM at any time after 180 days of the date of closing
into shares of Company common stock at a conversion price equal to
a 39% discount of the lowest closing bid price calculated at the
time of conversion.  Note I also contains certain representations,
warranties, covenants and events of default, and increases in the
amount of the principal and interest rates under Note I in the
event of those defaults.

On Oct. 8, 2014, the Company closed a financing agreement with JSJ
Investments Inc. providing for the purchase of a Convertible
Promissory Note in the principal amount of $100,000 ("Note II").
Note II contains a $7,500 original issue discount such that the
purchase price of Note II is $92,500.  Note II was signed as of
Sept. 30, 2014, and was funded on Oct. 8, 2014, with the Company
receiving net proceeds of $85,500 (net of legal and due diligence
fees).  Note II bears interest at the rate of 10% per annum; is
due and payable on March 30, 2015; and may be converted by JSJ at
any time after 180 days of the date of closing into shares of
Company common stock at a conversion price equal to a 40% discount
of the average of the lowest closing bid price (as determined in
Note II) calculated at the time of conversion.  Note II also
contains certain representations, warranties, covenants and events
of default, and increases in the amount of the principal and
interest rates under Note II in the event of those defaults.

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID reported a net loss attributable to common stockholders
of $13.33 million on $0 of revenue for the year ended Dec. 31,
2013, as compared with a net loss attributable to common
stockholders of $25.30 million on $0 of revenue in 2012.

As of June 30, 2014, the Company had $1.19 million in total
assets, $6.98 million in total liabilities, all current, $1.21
million in mandatorily redeemable preferred stock and a $6.99
million total stockholders' deficit.

EisnerAmper LLP, in New York, 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 a working capital deficiency and an accumulated
deficit.  Additionally, the Company has incurred operating losses
since its inception and expects operating losses to continue
during 2014.  These conditions raise substantial doubt about its
ability to continue as a going concern.


RENFRO CORP: Moody's Lowers Corporate Family Rating to B3
---------------------------------------------------------
Moody's Investors Service downgraded Renfro Corporation's (Renfro)
Corporate Family and Probability of Default Ratings to B3 and B3-
PD, respectively. Moody's also lowered the company's first lien
term loan rating to B3 from B2. The rating outlook is stable.

The downgrade reflects Moody's expectations that challenging
trends in Renfro's key mass market channel will lead to continued
elevated leverage and, in combination with contractual step-downs,
tight covenant cushion. In the first half of 2014, earnings
declined (even though revenue slightly increased and Renfro gained
share), mainly as a result of overall weakness in the mass market
channel. As still-pressured lower income consumers shifted their
purchases to promotional periods, retailers have significantly
reduced their inventory levels, placing fewer replenishment orders
(which are skewed towards full-priced merchandise). In Q2 2014,
leverage increased to the high 7 times (high 6 times excluding
revolver borrowings) and cushion under the leverage covenant
declined below 5%. While Renfro should benefit in the near term
from inventory replenishment orders and lower cotton prices, the
company's high leverage and covenant tightness afford it little
financial flexibility to withstand any further adverse
developments.

Rating Actions:

Issuer: Renfro Corporation

  Corporate Family Rating, downgraded to B3 from B2

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

  220 million first lien tranche B term loan due 2019, downgraded
  to B3 (LGD4) from B2 (LGD4)

Ratings Rationale

Renfro's B3 Corporate Family Rating reflects the company's high
lease-adjusted debt leverage in the upper-7 times (high-6 times
excluding revolver borrowings), aggressive financial policies,
significant customer concentration, narrow product focus and
modest scale. At the same time, Renfro's well-recognized brand
names, the fundamentally stable nature of the socks business and
relatively good interest coverage support the rating. Operating
performance has been weak in the most recent four quarters through
August 2, 2014, mainly as a result of highly promotional activity
particularly in the mass channel and expenses associated with new
business investment. Near-term liquidity is adequate, reflecting
tight covenant cushion but breakeven to modestly positive free
cash flow, lower than historical but still sufficient revolver
availability, and a lack of near-term maturities.

The stable outlook reflects expectations for modest earnings
growth and no further deterioration in liquidity.

The ratings could be downgraded if the company experiences further
significant earnings or liquidity deterioration.

The ratings could be upgraded if the company achieves meaningful
earnings growth and improves its liquidity profile.
Quantitatively, an upgrade would require debt/EBITDA sustained
below 6 times and EBITA/interest expense above 2 times over a
prolonged period.

The principal methodology used in this rating was Global Apparel
Companies published in May 2013. Other methodologies used include
Loss Given Default for Speculative-Grade Non-Financial Companies
in the U.S., Canada and EMEA published in June 2009.

Renfro Corporation, based in Mount Airy, North Carolina, is a
leading manufacturer and distributor of branded and private label
socks. The company designs, manufactures, and distributes under
exclusive licenses from third parties including Fruit of the Loom,
Dr. Scholl's, Polo, Ralph Lauren and New Balance; owned brands
including Hot Sox, K Bell and Copper Sole; and brands produced
under manufacturing agreements including Smartwool and Pearl
Izumi. The company has manufacturing facilities both domestically
and abroad, and has sourcing relationships with vendors in Asia.
Renfro has a significant customer concentration with Wal-Mart.
Private equity firm Kelso & Company, L.P., has been the majority
owner of Renfro since 2006. Itochu Corporation owns 25% of the
company since July 2014. Revenues for the twelve months ending
August 2, 2014 were above $500 million.


RESIDENTIAL CAPITAL: Court Narrows RFC Suit v. Mortgage Outlet
--------------------------------------------------------------
Before filing for bankruptcy in May 2012, Residential Funding
Company, LLC was in the business of acquiring and securitizing
residential mortgage loans. These lawsuits are just a few of the
dozens of lawsuits that RFC has filed against various entities
from which it purchased loans. In all of these lawsuits, RFC
asserts breach-of-warranty and indemnification claims -- alleging,
in essence, that the defendants breached representations and
warranties regarding the quality of the loans that they sold to
RFC.

The ResCap Liquidating Trust succeeded to all of RFC's rights and
interests under RFC's contracts with defendants.

The defendants filed motions to dismiss RFC's amended complaints.

In an October 1, 2014 Order available at http://is.gd/oAwSAkfrom
Leagle.com, Minnesota District Judge Patrick J. Schiltz ruled that
the motions to dismiss are granted in part and denied in part.
Specifically, the motions are granted with respect to RFC's
breach-of-warranty claims to the extent that those claims are
based on loans that RFC purchased before May 14, 2006. The motions
are denied in all other respects.

The cases are RESIDENTIAL FUNDING COMPANY, LLC, Plaintiff, v. THE
MORTGAGE OUTLET, INC., Defendant. RESIDENTIAL FUNDING COMPANY, LLC
and RESCAP LIQUIDATING TRUST, Plaintiffs, v. GOLDEN EMPIRE
MORTGAGE, INC., Defendant. RESIDENTIAL FUNDING COMPANY, LLC,
Plaintiff, v. BRANCH BANKING & TRUST CO., Defendant. RESIDENTIAL
FUNDING COMPANY, LLC and RESCAP LIQUIDATING TRUST, Plaintiffs, v.
iSERVE RESIDENTIAL LENDING, LLC, as successor to United
Residential Lending LLC, Defendant, Case Nos. 13-CV-3447
(PJS/JSM), 13-CV-3466 (PJS/JJK), 13-CV-3513 (PJS/JSM), 13-CV-3531
(PJS/TNL) (D. Minn.).

iServe Residential Lending is represented by:

     Peter L. Loh, Esq.
     Randy D. Gordon, Esq.
     GARDERE WYNNE SEWELL LLP
     Thanksgiving Tower, Suite 3000
     1601 Elm Street
     Dallas, TX 75201
     Tel: 214-999-4391
     Fax: 214-999-3391
     Tel: ploh@gardere.com
          rgordon@gardere.com

          - and -

     Erin Sindberg Porter, Esq.
     Jeanette M. Bazis, Esq.
     GREENE ESPEL PLLP
     222 South Ninth Street, Suite 2200
     Minneapolis, MN 55402
     Tel: 612-373-0830
     Fax: 612-373-0929
     E-mail: esindbergporter@greeneespel.com
             jbazis@greeneespel.com

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


REVEL AC: Sale Order Overrules Committee's Objection
----------------------------------------------------
The order signed by Judge Gloria M. Burns of the U.S. Bankruptcy
Court for the District of New Jersey authorizing Revel AC, Inc.,
and its debtor affiliates to sell substantially all of their
assets to Brookfield US Holdings LLC overruled objections to the
Sale Motion, including the objection raised by the Official
Committee of Unsecured Creditors.

BankruptcyData reported that the Creditors' Committee complained
that the proposed sale is "a transparent attempt by the DIP
Secured Parties to expeditiously foreclose on the Debtors' assets
in a favorable forum without providing for payment of all
administrative claims and with zero benefit to unsecured
creditors."  According to the BData report, the Committee took
issue with the proposed sale order to the extent that the Debtors
seek a determination that the sale proceeds should be disbursed to
the DIP Secured Parties.

Brookfield is paying $110 million in cash and assuming certain
assumed liabilities in exchange for the Debtors' assets.

                          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 Revel casino cost
$2.4 billion to build and never turned a profit.  It closed Sept.
2, 2014, after just over two years of operation.

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: Deadline to Assume or Reject Leases Moved to Jan. 15
--------------------------------------------------------------
U.S. Bankruptcy Judge Gloria Burns has given Revel AC, Inc. until
Jan. 15 to assume or reject its unexpired leases of nonresidential
real property.

                          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.


REVSTONE INDUSTRIES: Can Release Funds Held From Canadian Sale
--------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Brendan L. Shannon in
Wilmington, Del., granted Revstone Industries LLC's request to
release to its estate $6 million held over from the $13 million
sale of equity in a Canadian unit despite objections from General
Motors Co. that the debtor was unraveling a settlement that
allowed the deal to close.  According to the report, GM contends
that the release of the funds would destroy part of the auto
giant's collateral in the case, and auto parts conglomerate
Revstone arguing there was plenty of money held over in escrow
already by subsidiary Metavation LLC to cover GM's claims.

              About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on
July 22, 2013, to sell the bulk of its assets to industry rival
Dayco for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


ROCACEIA LLC: Has Authority to Use Main Street Cash Collateral
--------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas, Victoria Division, authorized Rocaceia, LLC, et
al., to use cash collateral securing their prepetition
indebtedness from Main Street Capital Corporation.

In 2013, the Debtors entered into a loan agreement with Main
Street Capital Corporation, as agent for lenders, Main Street
Equity Interests, Inc. and MSCII Equity Interests, LLC, under
which the lenders provided senior secured term loans in an
aggregate amount not exceeding $45 million.  As of the Petition
Date, the outstanding principal balance on the Main Street Capital
Loan #1 was $37.5 million, plus interest, cost, expenses and
attorneys' fees.  Additionally, in July 2014, QLRS entered into a
revolving credit note with Main Street in the amount of $1.5
million.  The maturity date of the Main Street Capital Loan #2 was
Oct. 1, 2014.  Approximately $330,050, plus accrued interest, fees
and expenses is outstanding with respect to the second note.

Main Street Lenders, which hold first liens on the Debtors'
assets, and any other entity holding valid, perfected and
unavoidable liens in the Collateral, are granted replacement liens
and security interests on all assets of Debtors and their estates
to secure the Debtors' use of Cash Collateral.  The replacement
liens and security interests (i) are subordinate only to any prior
existing and validly perfected liens and security interest in the
assets, and (ii) will attach in the same order of priority that
existed as to the Collateral under applicable non-bankruptcy law
as of the Petition Date, and to the extent of cash collateral that
is actually used.

A full-text copy of the Cash Collateral Order with Budget is
available at http://bankrupt.com/misc/ROCACEIAcashcolord.pdf

Victoria, Texas-based Rocaceia, LLC, and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2014
(Case No. 14-60077, Bankr. S.D. Tex.).  The case is assigned to
Judge David R Jones.  The Debtors' counsel is Walter J Cicack,
Esq., at Hawash Meade Gaston Neese & Cicack LLP, in Houston,
Texas.  Rocaceia, LLC, says its estimated assets range from
$100,000 to $500,000, while its estimated liabilities range from
$10,000,000 to $50,000,000.


ROCACEIA LLC: List of 12 Largest Unsecured Creditors
----------------------------------------------------
Rocaceia, LLC, et al., filed with the U.S. Bankruptcy Court for
the Southern District of Texas, Victoria Division, a list
disclosing the following creditors as creditors holding 12 largest
unsecured claims in their Chapter 11 cases:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Boyden                             Professional           $26,267
3 Riverway, Suite 1150             Services
Houston, TX 77056

David Michael Mobley               Breach of Contract     Unknown
c/o Ronald A. Simank
Schauer & Simank, P.C.
615 North Upper Broadway,
Suite 700
Corpus Christi, TX 78401

Ewing & Jones, PLLC                Legal Fees             $9,113
6363 Woodway, Suite 1000
Houston, TX 77057

Great Yvette Mobley                Breach of Contract     Unknown
c/o Ronald A. Simank
Schauer & Simank, P.C.
615 North Upper Broadway,
Suite 700
Corpus Christi, TX 78401

Michael Mobley                     Subordinated           $20 mil.
c/o Ronald A. Simank               Promissory Note
Schauer & Simank, P.C.
615 North Upper Broadway,
Suite 700
Corpus Christi, TX 78401

Phelps Dunbar                      Legal Fees             $2,415
500 Dallas Street, Suite 1300
Houston, TX 77002

Quality Lease Air Service, Inc.    Breach of Contract     Unknown
c/o Ronald A. Simank
Schauer & Simank, P.C.
615 North Upper Broadway,
Suite 700
Corpus Christi, TX 78401

Strasburger & Price                Legal Fees             $73,833
901 Main Street
Suite 4400
Dallas, TX 75202

Texas Quality Guard                Breach of Contract     Unknown
Services, LLC
c/o Ronald A. Simank
Schauer & Simank, P.C.
615 North Upper Broadway,
Suite 700
Corpus Christi, TX 78401

Texas Quality Guard                Breach of Contract     Unknown
Services, LLC
c/o Ronald A. Simank
Schauer & Simank, P.C.
615 North Upper Broadway,
Suite 700
Corpus Christi, TX 78401

Trenam Kemker                      Legal Fees             $42,208
101 E. Kennedy Blvd.
Suite 2700
Tampa, FL 33602

Weaver and Tidwell LLP             Financial Advisors     $18,033
24 Greenway Plaza, Suite 1800
Houston, TX 77046

Victoria, Texas-based Rocaceia, LLC, and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2014
(Case No. 14-60077, Bankr. S.D. Tex.).  The case is assigned to
Judge David R Jones.  The Debtors' counsel is Walter J Cicack,
Esq., at Hawash Meade Gaston Neese & Cicack LLP, in Houston,
Texas.  Rocaceia, LLC, says its estimated assets range from
$100,000 to $500,000, while its estimated liabilities range from
$10,000,000 to $50,000,000.


ROCACEIA LLC: Seeks to Employ HMGNC as Bankruptcy Counsel
---------------------------------------------------------
Rocaceia, LLC, et al., seek authority from the U.S. Bankruptcy
Court for the Southern District of Texas, Victoria Division, to
employ Walter Cicack, Esq., and Hawash Meade Gaston Neese & Cicack
LLP, as bankruptcy attorneys.

HMGNC will provide the following services:

   (a) assist, advise and represent the Debtors relative to the
       administration of the Chapter 11 cases;

   (b) assist, advise and represent the Debtors in analyzing the
       Debtors' assets and liabilities, investigating the extent
       and validity of liens and participating in and reviewing
       any proposed asset sales or dispositions;

   (c) attend meetings and negotiate with the representatives of
       the secured creditors;

   (d) assist the Debtors in the preparation, analysis and
       negotiation of any plan of reorganization and disclosure
       statement accompanying any plan of reorganization;

   (e) take all necessary action to protect and preserve the
       interests of the Debtors;

   (f) appear, as appropriate, before the Bankruptcy Court, the
       Appellate Courts, and other Courts in which matters may be
       heard and to protect the interests of Debtors before said
       Courts and the United States Trustee; and

   (g) perform all other necessary legal services in the
       bankruptcy cases.

Mr. Cicack will be paid $400 per hour while his associated will be
paid $250 per hour.  Legal assistants and paralegals will be paid
$100 per hour.  The Debtors have been advised by HMGNC that
disbursements for expenses are not included in HMGNC's hourly
rates and will be separately billed as expenses.

Prior to the filing, HMGNC was paid $16,862 for prepetition
bankruptcy representation and counsel.  Prior to the filing, HMGNC
received an aggregate retainer totaling $20,000, for postpetition
services, which was in addition to payment for prepetition
services.  The retainer was paid for the joint representation of
Debtors Quality Lease Rental Service, LLC, Quality Lease Service,
LLC, Quality Lease and Rental Holdings, LLC and Rocaceia, LLC.

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

Victoria, Texas-based Rocaceia, LLC, and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2014
(Case No. 14-60077, Bankr. S.D. Tex.).  The case is assigned to
Judge David R Jones.  The Debtors' counsel is Walter J Cicack,
Esq., at Hawash Meade Gaston Neese & Cicack LLP, in Houston,
Texas.  Rocaceia, LLC, says its estimated assets range from
$100,000 to $500,000, while its estimated liabilities range from
$10,000,000 to $50,000,000.


ROCACEIA LLC: Has Authority to Sell Housing Units for $45,000
-------------------------------------------------------------
Rocaceia, LLC, et al., sought and obtained authority from Judge
David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas, Victoria Division, to sell portable skid-based
housing unit.

According to the Debtors, the housing units are idle, not
generating revenue, and not productive for any of the Debtors.
QLA was offered $45,000 for the property, which, according to
Walter J. Cicack, Esq., at Hawash Meade Gaston Neese & Cicack LLP,
in Houston, Texas, is a very good price.

Victoria, Texas-based Rocaceia, LLC, and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2014
(Case No. 14-60077, Bankr. S.D. Tex.).  The case is assigned to
Judge David R Jones.  The Debtors' counsel is Walter J Cicack,
Esq., at Hawash Meade Gaston Neese & Cicack LLP, in Houston,
Texas.  Rocaceia, LLC, says its estimated assets range from
$100,000 to $500,000, while its estimated liabilities range from
$10,000,000 to $50,000,000.


ROCACEIA LLC: Inks Charge-Account Agreement with WEX Bank
---------------------------------------------------------
Rocaceia, LLC, et al., sought and obtained authority from Judge
David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas, Victoria Division, to enter into a postpetition
secured business charge account agreement and related agreements
providing for payments of charges through automatic debits with
WEX Bank, with all amounts advanced by WEX Bank under the
Agreement to be secured by a cash deposit to be held by WEX Bank
in an amount not to exceed $15,000.

The Debtors use approximately 30 vehicles and 20 tractors in the
ordinary course of the conduct of their business.  Prior to the
Petition Date, the Debtors utilized WEX Bank charge cards to
provide fuel, oil and other automotive items for the fleet.
Shortly after the Petition Date, Wex Bank advised the Debtors that
it would not provide postpetition credit though the credit card
program unless the Debtors (a) provided a postpetition deposit to
secure all postpetition advances made by WEX Bank to or for the
account of the Debtors; (b) obtained Bankruptcy Court authority to
enter into the Agreement and post the Deposit; and (c) obtained an
order from the Bankruptcy Court confirming that the security
interest of WEX Bank in the Deposit is senior to the security
interest or lien of any other party claiming an interest in the
Deposit.

WEX Bank has asserted that Section 365(e)(2)(B) of the Bankruptcy
Code prevents the Debtors from assuming the prepetition credit
card agreement as it is a contract for financial accommodations.
The Debtors told the Court that they are also willing to agree,
subject to Bankruptcy Court approval, that the automatic stay
shall not apply to WEX Bank's application of the Deposit to pay
postpetition amounts owing by the Debtors under the Agreement.

The Debtors said they have attempted but were unable to obtain
postpetition charge-card credit comparable to the WEX Bank charge
card on an (a) unsecured basis or (b) unsecured superpriority
basis.

Judge Jones ruled that the security interest of WEX Bank in the
Deposit will be perfected without the need for filing a UCC
Financing Statement, and will be senior to the security interest
or lien of any other party claiming an interest in the Deposit.
The Agreement will not be subject to the automatic stay under
Section 362 or any further order of the Court.

Victoria, Texas-based Rocaceia, LLC, and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 1, 2014
(Case No. 14-60077, Bankr. S.D. Tex.).  The case is assigned to
Judge David R Jones.  The Debtors' counsel is Walter J Cicack,
Esq., at Hawash Meade Gaston Neese & Cicack LLP, in Houston,
Texas.  Rocaceia, LLC, says its estimated assets range from
$100,000 to $500,000, while its estimated liabilities range from
$10,000,000 to $50,000,000.


RSL LEASING: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: RSL Leasing, LLC
           fka R.J. Leasing
        PO Box 1678
        Tucker, GA 30085

Case No.: 14-70133

Chapter 11 Petition Date: October 10, 2014

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

Debtor's Counsel: Cameron M. McCord
                  JONES & WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: cmccord@joneswalden.com
                         ljones@joneswalden.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard Lockwood, Jr., managing member.

The Debtor listed Branch Banking & Trust Co as its largest
unsecured creditor holding a claim of $6.77 million.

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

             http://bankrupt.com/misc/ganb14-70133.pdf


SECURITY NATIONAL: Court Confirms Ch. 11 Plan
---------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware, on Oct. 7, 2014, confirmed the joint plan of
reorganization of Security National Properties Funding III, LLC,
and its debtor affiliates.

As previously reported by The Troubled Company Reporter, the Joint
Plan implements a settlement agreement between the Debtors and
Bank of America, N.A., as agent for senior lenders.  The
settlement agreement, which was approved by the Court on Aug. 22,
provides for two alternative paths to consummate the Plan: (i) the
Debtor Confirmation Option and; (ii) the Lender Confirmation
Option.  The Debtor Confirmation Option allows the Debtors to
satisfy and discharge the Senior Lender Claims through:

   (1) refinancing transactions -- the refinancing of the 28
       properties owned or managed by the Debtors; the refinancing
       of the five properties referred to as the Alliance Bank
       Center, Hobby Lobby, Orchards Mall, Greenville Mall, and
       Heartland Mall; and the sale of the lots commonly referred
       to as the "Soup Lots;"

   (2) the Deficiency Note to be issued by SNP Holding as a
       condition to closing either the primary refinancing
       transaction or the secondary refinancing transaction, in
       the amount of approximately $13 million accruing interest
       at 5% per annum;

   (3) the DCO Sponsor Guaranty, which means the guarantees
       contemplated in the Settlement Agreement signed by
       Robin P. Arkley, II; and

   (4) the Net Proceeds Covenants -- At or before, and as a
       condition to, each closing of the Primary Transaction and
       the Secondary Transaction, each SN Party will execute an
       agreement pursuant to which the applicable SN Party will
       covenant and agree that, until the Deficiency Note is paid
       in full, the SN Party will immediately deliver any Net
       Proceeds it receives relating to the Refinanced Parcels
       that are included in the Refinancing Transaction to the
       Agent for application to the obligations in accordance
       with the terms of the Deficiency Note.

If the SN Parties satisfy all requirements for the Debtor
Confirmation Option by Oct. 9, then the Debtor Confirmation Option
will be implemented.  If the SN Parties do not satisfy all
requirements for the Debtor Confirmation Option, then the Lender
Confirmation Option will be implemented.

Under the Plan, all Holders of Allowed Claims, including all
General Unsecured Claims, will be paid in full on the Effective
Date or as soon as practicable thereafter, except for the Senior
Lender Claims, Intercompany Claims, and Claims of Non-Debtor
Affiliates.  General Unsecured Claims are estimated to total
$1,660,525 to $1,750,000, and will recover 100% of the total
allowed amount.

A full-text copy of the Disclosure Statement dated Aug. 22, 2014,
is available at http://is.gd/M5qYvq

                        About Security National

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser,
Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at
Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve
as the Debtors' counsel.  GCG Inc. serves as the Debtors' claims
and notice agent.  The Debtors' scheduled assets total $24,758,433
while scheduled liabilities total $354,657,501.

The U.S. Trustee for Region 3 has been unable to form an official
committee of unsecured creditors.


SEARS HOLDINGS: Investigating Breach in Kmart's Data Systems
------------------------------------------------------------
Kmart Holding Corporation's Information Technology team, on
October 9, detected Kmart's payment data systems had been breached
and immediately launched a full investigation working with a
leading IT security firm, according to a regulatory filing with
the U.S. Securities and Exchange Commission.  Sears Holdings
Corporation is the parent company of Kmart Holding Corporation and
Sears, Roebuck and Co.

The Company disclosed the investigation to date indicates the
breach started in early September.  According to the security
experts Kmart has been working with, the Kmart store payment data
systems were infected with a form of malware that was undetectable
by current anti-virus systems.  Kmart was able to quickly remove
the malware.  However, Kmart believes certain debit and credit
card numbers have been compromised.

Based on the forensic investigation to date, no personal
information, no debit card PIN numbers, no email addresses and no
social security numbers were obtained by those criminally
responsible.  There is also no evidence that kmart.com customers
were impacted.

Given the criminal nature of this attack, Kmart is working closely
with federal law enforcement authorities, banking partners and IT
security firms in this ongoing investigation.  Kmart is deploying
further advanced software to protect customers' information.

                            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.


SONIFI SOLUTIONS: GE Capital Fights Mast on Refinancing
-------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that General Electric Capital Corp. said the U.S.
Bankruptcy Court in Manhattan has the right, if not the
obligation, to settle a dispute among senior lenders to LodgeNet
Interactive Corp., renamed to Sonifi Solutions Inc., 18 months
after the company emerged from Chapter 11 reorganization.  This
argument, according to the report, was opposed to by LodgeNet and
a majority of secured lenders including Mast Credit Opportunities
I Mast Fund Ltd., which contend the bankruptcy court can't
interfere when a freshly reorganized company runs into financial
problems anew.

As previously reported by The Troubled Company Reporter, citing
Dow Jones Business News, a group of lenders to Sonifi Solutions
sued the reorganized company and other lenders, saying a
subsequent restructuring is "intended to eviscerate" their rights
under the company's original bankruptcy-exit plan.  The lawsuit
was filed with the bankruptcy court as part of LodgeNet's original
Chapter 11 case but involved an agreement that was negotiated
months after the hotel Internet and technology provider exited
bankruptcy in March 2013.

GE Capital alleged that Mast cobbled together a majority of
lenders and agreed with Sonifi on a restructuring under which the
majority will make a new senior secured loan, while receiving
stock and warrants to "capture virtually all of the company's
value," the Bloomberg report related.  GE Capital said the
minority will be "out of the money" and left with "essentially
unsecured, subordinated" debt that has "little chance of
recovery," the report further related.

The lawsuit is General Electric Capital Corp. v. Sonifi Solutions
Inc., 14-02239, U.S. Bankruptcy Court, Southern District of New
York (Manhattan).

                          About LodgeNet

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive
media and connectivity services to hospitality and healthcare
businesses and the consumers they serve.  Recently named by
Advertising Age as one of the Leading 100 US Media Companies,
LodgeNet Interactive serves roughly 1.5 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.

As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported
$292 million in assets and $449 million in liabilities.

LodgeNet Interactive and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27,
2013, with a prepackaged Chapter 11 plan of reorganization.  The
plan extends the maturity date and modifies a $332.6 million
term loan and $21.5 million revolver.  Colony Capital, LLC, is
acquiring 100% of the new shares of the reorganized company for
$60 million.

Weil, Gotshal & Manges LLP serves as counsel to the Debtors;
Leonard Street and Deinard is the co-counsel; Miller Buckfire &
Co., LLC and Moorgate Bankers are the investment banker; FTI
Consulting, Inc. is the financial advisor; and Kurtzman Carson
Consultants is the claims and notice agent.

In March 2013, the Bankruptcy Court approved LodgeNet's
prepackaged Chapter 11 plan.  The Plan was declared effective a
few weeks later.  LodgeNet Interactive Corp. has changed its name
to Sonifi Solutions after the company emerged from bankruptcy.


SOLAR POWER: Unit Signs RMB166 Million Contract in Mongolia
-----------------------------------------------------------
Solar Power, Inc.'s wholly-owned subsidiary, Xinyu Xinwei New
Energy Co., Ltd., entered into an agreement with Inner Mongolia
Jingzhaolai Photovoltaic Power Co., Ltd., (the "Principal")
whereby Xinwei agreed to provide engineering, procurement and
construction services to the Principal for the development of
approximately 20MW of photovoltaic projects in Ulanqab City, Inner
Mongolia, PRC, for an aggregate contract price of RMB166 million,
pursuant to the terms and conditions of the General Contract.

A copy of the Ulanqab of Inner Mongolia 20MW Grid-connected Power
Generation Project General Contract by and between Inner Mongolia
Jingzhaolai Photovoltaic Power Co., Ltd. and Xinyu Xinwei New
Energy Co., Ltd. dated Oct. 8, 2014, is available for free at:

                        http://is.gd/dJBLid

                          About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power reported a net loss of $32.24 million in 2013
following a net loss of $25.42 million in 2012.  As of June 30,
2014, the Company had $72.84 million in total assets, $56.85
million in total liabilities and $15.99 million in total
stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred a current year net loss of $32.2
million, has an accumulated deficit of $56.1 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and a debt facility under which
a bank has declared amounts immediately due and payable.
Additionally, the Company's parent company LDK Solar Co., Ltd has
experienced significant financial difficulties including the
filing of a winding up petition on Feb. 24, 2014.  These matters
raise substantial doubt about the Company's ability to continue as
a going concern.


SOURCE HOME: Files Ch. 11 Plan of Liquidation
---------------------------------------------
Source Home Entertainment, LLC, et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a joint plan of
liquidation and accompanying disclosure statement, proposing to
give less than 1% to holders of general unsecured claims.

Under the Plan, holders of Other Priority Claims, Other Secured
Claims, and Revolving Credit Claims will recover 100% of their
allowed claim amount.

A key component of the Plan is the Sale Transaction.  Prior to the
Petition Date, the Debtors engaged in arm's-length negotiations
with the Term Loan Lenders regarding a potential sale of
substantially all of the assets of the Retail Display Business.
These negotiations culminated with the execution of the asset
purchase agreement, dated June 22, 2014, by and among the Debtors
and Cortland Capital Market Services LLC.  An auction for the
Debtors' assets was not pushed through because no qualified bid,
aside from Cortland's, was received by the Sept. 12, 2014,
deadline despite the Debtors' best efforts.  Accordingly, the sale
transaction contemplated by the Cortland Purchase Agreement was
the successful bid.

Pursuant to the Purchase Agreement, the Purchaser will credit bid
$24 million of its secured claims under the Term Loan Facility in
exchange for substantially all of the assets comprising the Retail
Display Business and $4 million in cash and cash equivalents,
subject to certain adjustments.  The Purchaser will also assume
certain material liabilities in connection with the Retail Display
Business, including certain cure obligations and employee- and
payroll-related liabilities.  The Debtors said they are working
with the Purchaser to consummate the Sale Transaction on or before
Oct. 21, 2014.

A full-text copy of the Disclosure Statement dated Oct. 6, 2014,
is available at http://bankrupt.com/misc/SOURCEHOMEds1006.pdf

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.  Source Interlink Distribution, LLC
disclosed $82,729,238 in assets and $104,521,951 in liabilities.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
Stephen Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief
financial officer.

The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP, and Duane
Morris LLP.  The Committee tapped PricewaterHouseCoopers LLP as
its financial advisor.


SOURCE HOME: Judge Sets Jan. 19 Deadline for Removal of Lawsuits
----------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Gross has given Source Home
Entertainment LLC until Jan. 19, 2015, to file notices of removal
of lawsuits involving the company and its affiliated debtors.

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.  Source Interlink Distribution, LLC
disclosed $82,729,238 in assets and $104,521,951 in liabilities.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
Stephen Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief
financial officer.

The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP, and Duane
Morris LLP.  The Committee tapped PricewaterHouseCoopers LLP as
its financial advisor.


SOURCE HOME: Asks Court to Approve Outline of Liquidating Plan
--------------------------------------------------------------
Source Home Entertainment, LLC has filed a motion seeking court
approval of the disclosure statement outlining the company's
proposed liquidating plan.

Under U.S. bankruptcy law, a company going through bankruptcy must
get approval of its disclosure statement to begin soliciting votes
for its Chapter plan.  The document must contain sufficient
information to enable voting creditors to make an informed
decision about the plan.

Source Home Entertainment on Oct. 6 filed a plan, which proposes
to liquidate the company and its affiliates and repay their
creditors.

A key component of the plan is the sale of the retail checkout
display manufacturing business, which is primarily operated by
Source Interlink Manufacturing LLC, to Cortland Capital Market
Services LLC.

Under the deal that was approved on Sept. 19 by the U.S.
Bankruptcy Court in Delaware, Cortland will credit bid $24 million
of its secured claims under a term loan agreement that provided
Secured Home Entertainment with a $50 million loan.

The buyer will also assume certain liabilities in connection with
the retail business, which will continue to operate, according to
the disclosure statement.
.
Under the proposed plan, creditors holding priority claims will be
paid in full.  Also to receive full payments are bankruptcy
professionals and creditors who have claims under a revolving
credit agreement.

Meanwhile, each general unsecured creditor will receive a
beneficial interest in its pro rata share of the assets held in a
liquidating trust.  Interests in Source Home Entertainment will be
canceled, according to the disclosure statement.

A full-text copy of the disclosure statement is available for free
at http://is.gd/TnOHeC

                      Solicitation of Votes

In connection with its plan, Source Home Entertainment also asked
the bankruptcy court to approve a process governing the
solicitation of votes from creditors.

The company will start soliciting votes on Nov. 13 and is required
to file a voting report by Dec. 16.  Creditors have until December
11 to cast their votes.

The court will hold a hearing on Nov. 10 to consider approval of
the disclosure statement.  A hearing on the confirmation of the
liquidating plan is scheduled for Dec. 18.

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.  Source Interlink Distribution, LLC
disclosed $82,729,238 in assets and $104,521,951 in liabilities.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
Stephen Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief
financial officer.

The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP, and Duane
Morris LLP.  The Committee tapped PricewaterHouseCoopers LLP as
its financial advisor.


STAR DYNAMICS: Case May Be Dismissed or Converted After Sale
------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Chapter 11 case of Star Dynamics Corp. may
be dismissed or converted to liquidation in Chapter 7 at the
conclusion of an Oct. 21 hearing to approve a sale of most assets
after U.S. Bankruptcy Judge Charles M. Caldwell in Columbus, Ohio,
declared that there's "no real hope" for a going-concern
reorganization of the radar-systems developer.

According to the Bloomberg report, Judge Caldwell said there may
be substantial secured claims to preclude any meaningful recovery
by unsecured creditors and not it's not clear that anything would
remain to justify the expense of a liquidating Chapter 11 plan or
Chapter 7 trustee.

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it
has assets of $28,470,788.13, liabilities of $50,892,360.12 and
gross sales of $8,140,140.93.  In its schedules, the Debtor
listed $12,138,334 in total assets and $50,740,343 in total
liabilities.

BAE is an American subsidiary of a global-level defense
contractor based in Great Britain, with more than 50,000 employees
world-wide.  BAE has its headquarters in Arlington, Virginia, and
like the Debtor, is engaged in the radar range business for the
testing of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas
R. Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle,
Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's
bankruptcy counsel.  Michael J. Sullivan, Esq., Russell A.
Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and
Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP,
serve as special counsel with respect to litigation involving BAE
Systems and with respect to the completion of prepetition patent
work.  Sagent Advisors LLC serves as financial advisor.


STAR DYNAMICS: Gets OK For $3M Israeli Radar Settlement
-------------------------------------------------------
Law360 reported that an Ohio bankruptcy judge approved a
settlement between Star Dynamics Corp. and Israel's Ministry of
Defense, allowing Star to repay $2.9 million that Israel had
advanced to develop a radar system.

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it
has assets of $28,470,788.13, liabilities of $50,892,360.12 and
gross sales of $8,140,140.93.  In its schedules, the Debtor
listed $12,138,334 in total assets and $50,740,343 in total
liabilities.

BAE is an American subsidiary of a global-level defense
contractor based in Great Britain, with more than 50,000 employees
world-wide.  BAE has its headquarters in Arlington, Virginia, and
like the Debtor, is engaged in the radar range business for the
testing of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas
R. Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle,
Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's
bankruptcy counsel.  Michael J. Sullivan, Esq., Russell A.
Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and
Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP,
serve as special counsel with respect to litigation involving BAE
Systems and with respect to the completion of prepetition patent
work.  Sagent Advisors LLC serves as financial advisor.


SUPERMEDIA LLC: Court Strikes AEI's Late-Filed Expert Report
------------------------------------------------------------
In this Dickensian breach of contract suit, SuperMedia LLC seeks
payment for directory advertisements that Affordable Electric,
Inc. contends were placed without its consent.  On July 9, 2014
the parties stipulated to dismissal of the companion case between
SuperMedia and Martin Morley, AEI's principal.

Remaining before the District Court in Pennsylvania are cross-
motions for summary judgment, AEI's motion for expedited discovery
and SuperMedia's motion to strike AEI's untimely expert report and
for leave to file a sur-reply in response to AEI's opposition to
its motion to strike.

In an October 8, 2014 Memorandum available at http://is.gd/Y9Z8gl
from Leagle.com, District Judge Stewart Dalzell denied AEI's
motion for summary judgment and its motion for expedited
discovery.  The Court granted in part SuperMedia's motion for
summary judgment, and granted its motions to file a sur-reply and
to strike AEI's late-filed expert report.

In the lawsuit, SuperMedia alleges that, as the successor to
businesses known variously as Idearc Media LLC, Idearc Media Corp.
and Verizon Directories Corp., it had a longstanding directory
advertising relationship with AEI, which maintained three accounts
with SuperMedia.  SuperMedia contends that AEI owes it an
aggregate $118,162.352 in unpaid fees and interest under contracts
executed in 2007 and 2008 by AEI's president and sole shareholder,
Martin Morley.

The cases are SUPERMEDIA LLC v. MARTIN MORLEY SUPERMEDIA LLC v.
AFFORDABLE ELECTRIC, INC., Civil Action Nos. 13-176, 12-2329 (E.D.
Pa.).

                         About SuperMedia

Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly
known as Idearc, Inc., is a yellow pages directory publisher in
the United States. Its portfolio includes the Superpages
directories, Superpages.com, digital local search resource on both
desktop and mobile devices, the Superpages.com network, which is a
digital syndication network, and its Superpages direct mailers.
SuperMedia is the official publisher of Verizon, FairPoint and
Frontier print directories in the markets in which these companies
are the incumbent local telephone exchange carriers.  Idearc was
spun off from Verizon Communications, Inc., in 2006.

At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of
which approximately 950 or 30% were represented by unions.

SuperMedia and three affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to
effectuate a merger of equals with Dex One Corp.  SuperMedia
disclosed total assets of $1.4 billion and total debt of $1.9
billion.

Morgan Stanley & Co. LLC is acting as financial advisors to
SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young
Conaway Stargatt & Taylor, LLP are acting as its legal counsel.
Fulbright & Jaworski L.L.P is special counsel.  Chilmark Partners
Is acting as financial advisor to SuperMedia's board of directors.
Epiq Systems serves as claims agent.

This is also SuperMedia's second stint in Chapter 11.  Idearc and
its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy
in December 2009, reducing debt from more than $9 billion to
$2.75 billion.


SUPPLY HARDWARE: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Supply Hardware, Inc.
        7115 Watt Ave., Suite 100
        North Highlands, CA 95660

Case No.: 14-30128

Chapter 11 Petition Date: October 10, 2014

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Michael S. McManus

Debtor's Counsel: W. Steven Shumway, Esq.
                  300 Harding Blvd., Suite 116
                  Roseville, CA 95661
                  Tel: 916-789-8821

Total Assets: $770,405

Total Liabilities: $3.52 million

The petition was signed by Tom Carpenter, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/caeb14-30128.pdf


SURTRONICS INC: Wants to Modify Confirmed Reorganization Plan
-------------------------------------------------------------
Surtronics, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina to modify the Debtor's confirmed plan
of reorganization.  The Debtor's Second Amended Plan was filed
June 25, 2014, and confirmed by the Court on August 20, 2014.

The Debtor has previously withdrawn the notice of Effective Date
filed on September 4, 2014.  Creditor Smith & Wade objected and
moved to strike the notice of Effective Date, stating that the
confirmed Plan, have not fully and completely been satisfied and
that, therefore, the Effective Date has not occurred.

By this motion, the Debtor seeks to modify the terms of the
treatment provided to Smith & Wade under Class 5 of the Plan.

The Debtor reveals that the City of Raleigh, N.C., refused to
issue building permits and, hence, the facility located in
Raleigh, North Carolina, cannot be repaired.  The Debtor estimates
that the costs associated with extensive additions and alterations
needed for the Property to meet the requirements would exceed
$500,000.

Given the occurrence of the circumstances surrounding the
Property, the Debtor seeks to amend and modify the terms of the
Plan to provide that:

   -- Smith & Wade bear all costs associated with bringing the
      Property into compliance with applicable Building Code,
      Fire Code and zoning requirements of the City of Raleigh;

   -- in the alternative, and to the extent of any refusal by
      Smith & Wade, the Debtor asks that the Confirmed Plan be
      modified to compel Smith & Wade to take measures to ensure
      that the Property complies with the requirements for those
      designated as a H Occupancy Code;

   -- the Debtor, until the City of Raleigh determines that the
      Property comply with requirements, will be relieved of any
      restrictions or from the performance of any obligation owed
      to Smith & Wade;

   -- upon resolution of the Motion, the Lease Agreement, Option
      Agreement and the Release of Claims will be amended to
      reflect the terms of the Plan, as modified.

                     About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr Riggs &
Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator has been unable to organize and
recommend to the Bankruptcy Court the appointment of a committee
of creditors holding unsecured claims against Surtronics Inc.


SWIFT RIVER: On Auction Block After Filing for Ch 11 Bankruptcy
---------------------------------------------------------------
Fran Ryan, writing for Gazettenet.com, reports that former Major
League Baseball player Matt White will auction his Swift River
Stone Quarry, after it filed for Chapter 11 bankruptcy protection
last fall to stop a foreclosure on the property.

Mr. White, according to Gazettenet.com, said that engineering and
environmental consulting firm Skelly and Loy Inc. has appraised
Swift River's value at between $2 million and $4 million.

Gazettenet.com relates that Mr. White hired Maple and Main Realty
of Florence to help him sell the property.  The report says that
bids, which will begin at $725,000, must be submitted by Oct. 14.

Jill Hazen from Berkshire County is offering $700,000 for the
property, Gazettenet.com states, citing Steven Weiss, Esq., at
Shatz, Schwartz and Fentin, the attorney for Mr. White.  The
report adds that if there are no higher bids received, a hearing
will be held on Oct. 15, 2014, about selling the property for
$700,000.

According to Gazettenet.com, Mr. White said his financial problems
started when he could no longer afford to make the payments on a
business loan obtained from Scudder Bay Capital LLC.

Swift River Stone Quarry is owned and operated by Matt White and
his father Jim.  Mr. White acquired it in 2003 when he was playing
professional baseball.  The quarry was officially was up and
running in 2005.


THE ABBEY: Closes Months After Former Owner Filed for Bankruptcy
----------------------------------------------------------------
Cathalena E. Burch at Arizona Daily Star reports that Brian
Metzger's The Abbey, has closed, almost three months after ex-wife
Sandy Ford took over the restaurant.

According to Arizona Daily, The Abbey had just come through a
series of legal entanglements that included Mr. Metzger filing for
Chapter 11 bankruptcy in May.  Ms. Ford got custody of The Abbey
in July 2014 as part of her divorce settlement with Mr. Metzger,
the report states.  "I had hoped for a better outcome when I took
over . . . but unfortunately, too much damage had been done.  I
just couldn't move forward," the report quoted Ms. Ford as saying.

Arizona Daily relates that Ms. Ford said she is exploring options
to sell the assets to another operator.  The report states that
the proceeds would go to the restaurant's own five-month-old
bankruptcy.

Brian Metzger and ex-wife Sandy Ford launched The Abbey restaurant
at 6960 E. Sunrise Drive in November 2010, as the American comfort
food sister to their northwest-side restaurant Jax Kitchen.


TONY'S LONG WHARF: Files Amended Ch. 11 Petition
------------------------------------------------
Tony's Long Wharf Transport, LLC, filed an amended voluntary
petition disclosing that its estimated assets range from $100,001
to $500,000 and estimated liabilities range from $500,001 to $1
million.  The original petition disclosed estimated assets ranging
from $100 million to $500 million and estimated liabilities
ranging from $500,000 to $1 million.

Tony's Long Wharf Transport, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Conn. Case No. 14-31839) in New Haven,
Connecticut on Oct. 1, 2014, without stating a reason.  The case
is assigned to Chief Judge Julie A. Manning.

The Debtor has tapped Peter L. Ressler, Esq., at Groob Ressler &
Mulqueen, in New Haven, as counsel.


TRANSCOASTAL CORP: Files Third Amendment to 2013 FY Report
----------------------------------------------------------
TransCoastal Corporation filed with the U.S. Securities and
Exchange Commission on Oct. 9, 2014, a third amendment to its
annual report on Form 10-K for the year ended Dec. 31, 2013.

Rothstein Kass expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has an accumulated deficit, a working capital deficit and a net
loss from operations.

The Company reported a net loss of $4.05 million on $3.62 million
of total revenues for the year ended Dec. 31, 2013, compared with
a net income of $1.04 million on $6.51 million of total revenues
in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $25.83
million in total assets, $22.79 million in total liabilities and
total stockholders' equity of $3.04 million.

A copy of the Form 10-K/A is available at:

                       http://is.gd/PWhQcc

TransCoastal Corporation (TCEC: OTC US) is engaged in the
exploration, development and production of natural gas and oil
properties in the United States and Canada.  Dallas-based TCEC has
been focused on its drilling operations in Texas and the
southwestern region of the U.S. since 2000.


TRANSCOASTAL CORP: Amends Q2 Ended June 30 Report
-------------------------------------------------
TransCoastal Corporation filed with the U.S. Securities and
Exchange Commission an amendment to its quarterly report on Form
10-Q. A copy of the Form 10-Q/A is available at:

                       http://is.gd/OIQsgk

The Company disclosed a net loss of $156,000 on $1.11 million of
total revenues for the three months ended June 30, 2014, compared
to a net income of $209,000 on $1.74 million of total revenues for
the same period in 2013.

The Company's balance sheet at June 30, 2014, showed $25.88
million in total assets, $21.16 million in total liabilities and
total stockholders' equity of $4.72 million.

As of June 30, 2014 and Dec. 31, 2013, the Company had a working
capital deficit of approximately $15.77 million and $18.48
million, respectively, and an accumulated deficit of approximately
$42.9 million and $42.57 million, respectively.  For the six
months ended June 30, 2014, the Company had a net loss of
approximately $262,000.  The working capital deficit at June 30,
2014 and Dec. 31, 2013 is primarily the result of increased aged
accounts payable and accrued liabilities due to a reduction in
available cash to pay third party vendors and the Company's long
term debt being current.  These conditions raise substantial doubt
about the Company?s ability to continue as a going concern.

TransCoastal Corporation (TCEC: OTC US) is engaged in the
exploration, development and production of natural gas and oil
properties in the United States and Canada.  Dallas-based TCEC has
been focused on its drilling operations in Texas and the
southwestern region of the U.S. Since 2000.


TRIKO LLC: Meeting of Creditors Set for Oct. 31
-----------------------------------------------
The meeting of creditors of Triko, LLC is set to be held on Oct.
31, at 11:00 a.m., according to a filing with the U.S. Bankruptcy
Court for the Central District of California.

The meeting will be held at Room 1?159, 411 W Fourth St., in Santa
Ana, California.

The court overseeing the bankruptcy case of a company schedules
the meeting of creditors usually about 30 days after the
bankruptcy petition is filed.  The meeting is called the "341
meeting" after the section of the Bankruptcy Code that requires
it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                         About Triko, LLC

Triko, LLC, commenced Chapter 11 bankruptcy proceedings (Bankr.
C.D. Cal. Case No. 14-28008) in Los Angeles on Sept. 22, 2014, to
stop foreclosure of its property in Fullerton, California.

The Debtor has tapped Michael B. Reynolds and the law firm of
Snell & Wilmer L.L.P. as counsel.


TRIPLE A&R CAPITAL: PRLP 2011 Holdings Wins Stay Relief
-------------------------------------------------------
Bankruptcy Judge Brian K. Tester granted the request of PRLP 2011
Holdings LLC, to lift the automatic stay in the Chatper 11 case of
Triple A & A Capital Investment Inc.

Judge Tester also held that a final hearing scheduled for October
21, 2014, in the case is vacated and set aside.

Prior to the Petition Date, on November 25, 2009, Banco Popular de
Puerto Rico ("BPPR"), now PRLP, executed a "Forbearance and
Amendment Agreement" with the Debtor and Ms. Luisette Cabanas
Colon.

A copy of the Court's Oct. 9 Opinion and Order is available at
http://is.gd/rjYz2ffrom Leagle.com.

Triple A&R Capital Investment, Inc., aka Concordia Gardens
Shopping Center, based in San Juan, Puerto Rico, filed for Chapter
11 bankruptcy (Bankr. D.P.R. Case No. 14-04744) on June 9, 2014.
Charlez Alfred Cuprill, Esq., at Charles A Curpill, PSC Law Office
serves as the Debtor's counsel. In its petition, Triple A&R listed
total assets of $4.14 million and total liabilities of $3.87
million.  The petition was signed by Luisette Cabanas Colon,
president.  A list of the Debtor's 10 largest unsecured creditors
is available for free at http://bankrupt.com/misc/prb14-04744.pdf


TRUMP ENTERTAINMENT: Hires Sills Cummis as Regulatory Counsel
-------------------------------------------------------------
Trump Entertainment Resorts, Inc., et al., seek authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Sills Cummis & Gross P.C. as special counsel and government
affairs/regulatory services provider for the Debtors, nunc pro
tunc to Sept. 24, 2014.

The professional services that Sills Cummis will render to the
Debtors include, but shall not be limited to, the following:

   -- Local Property Tax Relief:  effecting a reduction in the
      property tax assessment and a multi-year freeze, as the
      Debtors previously requested.  However, this work may entail
      the pursuit of a tax abatement or a long-term tax exemption
      or payment in lieu of taxes ("PILOT"), in lieu of or in
      addition to a property tax reduction and freeze.

   -- State Financial Incentives: entails obtaining, at a minimum,
      "tax credits, incentives, investments or other similar
      consideration" that the Debtors previously requested.
      Sources may include programs administered by quasi-
      governmental agencies such as the New Jersey Casino
      Reinvestment Development Authority and the New Jersey
      Economic Development Authority (specifically, its Economic
      Redevelopment Growth ("ERG") grant program).

   -- Bond Financing:  entails obtaining upfront financing through
      the issuance of a Redevelopment Area Bond that is secured by
      and repaid from the aforementioned PILOT.  A bond financing
      may also be secured by and repaid from the aforementioned
      ERG grant, which is based on anticipated future revenue
      streams, for example.

   -- Legislation/Regulation:  should any of the aforementioned
      tasks require legislative or regulatory changes, this work
      would be handled by Ted Zangari, a member of the Firm who is
      a registered governmental affairs agent in the State of New
      Jersey.

Sills Cummis will be paid at these hourly rates:

       Ted Zangari               $675 ($695 as of 10/1/14)
       Ken Oettle                $550 ($550 as of 10/1/14)
       Diane Lavenda             $495 ($495 as of 10/1/14)
       Steven Mairella           $495 ($525 as of 10/1/14)
       Peter Flannery            $475 ($495 as of 10/1/14)
       Adam J. Faiella           $285 ($315 as of 10/1/14)

Sills Cummis' billing rates change periodically, usually as the
start of the Firm's fiscal year each October 1st.  Accordingly,
the Firm's billing rates changed on Oct. 1, 2014 as noted above.
The hourly rates in effect as of Oct. 1, 2014, which are listed
above, will be frozen for the duration of the Debtors' engagement
of the Firm on matters described herein.

Sills Cummis will also be reimbursed for reasonable out-of-pocket
expenses incurred.

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

The Court for the District of Delaware will hold a hearing on the
application on Nov. 5, 2014, at 11:00 a.m.  Objections, if any,
are due Oct. 22, 2014, at 4:00 p.m.

Consistent with the U.S. Trustee's Appendix B - Guidelines for
Reviewing Applications for Compensation and Reimbursement of
Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger
Chapter 11 Cases (the "U.S. Trustee Guidelines"), which became
effective on Nov. 1, 2013, Mr. Zangari states that:

    - Sills Cummis has not agreed to a variation of its standard
      or customary billing arrangements for this engagement;

    - None of the Firm's professionals included in this engagement
      have varied their rate based on the geographic location of
      these chapter 11 cases;

    - Sills Cummis was retained by the Debtors pursuant to the
      Engagement Agreement annexed hereto as Exhibit II.  The
      billing rates and material terms of the engagement are the
      same as the rates and terms described in the Application;
      and

   -- The Debtors have approved or will be approving a prospective
      budget and staffing plan for Sills Cummis' engagement for
      the post-petition period as appropriate.  In accordance with
      the U.S. Trustee Guidelines, the budget may be amended as
      necessary to reflect changed or unanticipated developments.

Sills Cummis can be reached at:

       Ted Zangari, Esq.
       SILLS CUMMIS & GROSS P.C.
       The Legal Center
       One Riverfront Plaza
       Newark, NJ 07102
       Tel: (973) 643-5781
       Fax: (609) 227-4646
       E-mail: tzangari@sillscummis.com

              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.


UNITEK GLOBAL: Standstill Periods Further Extended Until Oct. 23
----------------------------------------------------------------
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 September 3, September 23 and
October 2, 2014, to extend through Oct. 9, 2014, the standstill
periods contained in those agreements.

On Oct. 9, 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. 23,
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.

                           *     *     *

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.

The TCR reported on Oct. 10, 2014, that Moody's Investors Service
downgraded UniTek Global Services, Inc.'s corporate family rating
to Ca.  The Ca corporate family rating reflects Moody's view that
the forbearance agreement entered into with UniTek's lenders on
August 8th would be considered a default under Moody's definition.


VERIS GOLD: Obtains Extension of CCAA Stay Period
-------------------------------------------------
Veris Gold Corp. on Oct. 10 disclosed that it has obtained an
order from the Supreme Court of British Columbia as of October 9,
2014 extending the period of the Court-ordered stay of proceeding
against Veris and its subsidiaries under the Companies' Creditors
Arrangement Act ("CCAA") up to and including February 2, 2015.

The Company has been operating under the protection of the CCAA
since June 9, 2014.

All inquiries regarding Veris' CCAA proceedings should be directed
to the Monitor, Ernst & Young, Inc.: Mr. Rocky Ho at (604) 891-
8425.  Information about the CCAA proceedings, including copies of
all court orders and the Monitor's reports, is available on the
Monitor's website: www.ey.com/ca/verisgold

                        About Veris Gold Corp.

Veris Gold Corp. is a growing mid-tier North American gold
producer in the business of developing and operating gold mines in
geo-politically stable jurisdictions.  The Company's primary
assets are the permitted and operating Jerritt Canyon processing
plant and gold mines located 50 miles north of Elko, Nevada, USA.
The Company's primary focus is on the re-development of the
Jerritt Canyon mining and processing plant.  The Company also
holds a portfolio of precious metals properties in British
Columbia and the Yukon Territory, Canada, including the Ketza
River Property.


WESTLAKE VILLAGE: US Trustee to Hold Creditors' Meeting Oct. 17
---------------------------------------------------------------
The U.S. Trustee for Region 16 will continue the meeting of
creditors of Westlake Village Property, LP on Oct. 17, at 10:30
a.m., according to a filing with the U.S. Bankruptcy Court for the
Central District of California.

The court overseeing the bankruptcy case of a company schedules
the meeting of creditors usually about 30 days after the
bankruptcy petition is filed.  The meeting is called the "341
meeting" after the section of the Bankruptcy Code that requires
it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                     About Westlake Village

Westlake Village Property, LP, sought Chapter 11 bankruptcy
protection (Bankr. C.D. Cal. Case No. 14-bk-11980) in Santa
Barbara, California, on Sept. 9, 2014.

The case is assigned to Judge Deborah J. Saltzman.

The Westlake Village, California-based entity, Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B), estimated $10
million to $50 million in assets and $1 million to $10 million in
debt.

The Company is represented by Leslie A Cohen, Esq., at Leslie
Cohen Law PC, in Santa Monica, California, as counsel.

The schedules of assets and liabilities and the statement of
financial affairs are due Sept. 23, 2014.

An affiliate, Mid-Wilshire Property, LP sought bankruptcy
protection on Sept. 7, 2014 (Case No. 14-11960), which case is
also pending before Judge Saltzman.


WINDSOR PETROLEUM: Disclosures Approved; Plan Hearing on Nov. 20
----------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware has approved the disclosure statement explaining
Windsor Petroleum Transport Corporation, et al.'s amended plan of
reorganization and scheduled a confirmation hearing for Nov. 20,
2014, at 3:00 p.m. (prevailing Eastern Time).

Objections to confirmation of the Plan must be submitted on or
before Nov. 13.

As previously reported by The Troubled Company Reporter, the
Debtors the Plan is premised on a restructuring support agreement
negotiated with bondholders who hold more than 70% of the
Company's 7.84% secured notes in a principal amount of
$188,590,000 as of the Petition Date.

The key components of the Plan are as follows:

   * Holders of Allowed General Unsecured Claims, including
     Allowed Claims of trade vendors, suppliers, customers and
     charterers, will not be affected by the filing of the
     bankruptcy cases and, to the extent those Claims have not
     been paid in full in the ordinary course of business during
     the pendency of the Chapter 11 Cases, the Claims will be
     reinstated and left unimpaired under the Plan.  General
     Unsecured Claims are estimated to total $2,975,000.

   * Holders of all Allowed Administrative Claims, Priority Tax
     Claims, statutory fees, Other Priority Claims and Other
     Secured Claims will receive payment in full, in Cash.

   * All Claims under the Secured Notes Indenture will be
     converted into 100% of the ownership units of New Holdco.

A full-text copy of the Disclosure Statement dated Oct. 8, 2014,
is available at http://bankrupt.com/misc/WINDSORds1008.pdf

         About Windsor Petroleum Transport Corporation

Windsor Petroleum Transport Corporation and several of its
subsidiaries and related entities on July 14, 2014, filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
United States Bankruptcy Court in Wilmington, Delaware (Lead Case
No. 14-11708).

The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.  The Debtors'
crisis managers come from AMA Capital, while their chief
restructuring officer is Paul J. Leand, Jr.

The U.S. Trustee notified the Bankruptcy Court that it was unable
to appoint an official committee of unsecured creditors.


WISE METALS: S&P Puts 'B-' CCR on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Rating Services said it placed all its ratings
on Wise Metals Intermediate Holdings LLC and related entities,
including the 'B-' corporate credit rating, on CreditWatch with
positive implications.  The CreditWatch positive listing means S&P
could affirm or raise the ratings following its review.

The CreditWatch listing follows the announcement that France-based
Constellium N.V. signed a definitive agreement to acquire Muscle
Shoals, Ala.-based Wise Metals Intermediate Holdings LLC.  Under
terms of the agreement, Constellium will acquire Wise for $1.4
billion, consisting of $455 million cash and assumption of $945
million of Wise's outstanding debt as of Sept. 30, 2014.  The
transaction is expected to close by the end of 2014.  Constellium
plans to increase Wise's current aluminum hot mill capacity to
support body-in-white production for the North American automotive
market.

"The CreditWatch positive listing reflects the potential for
Standard & Poor's to affirm or raise the corporate credit and
issue level ratings on Wise and its related entities, depending on
our assessment of how this transaction changes the company's
financial risk profile, including its capital structure, financial
policy, liquidity profile, and its degree of strategic importance
to Constellium," said Standard & Poor's credit analyst Amanda
Buckland.

Wise Metals Intermediate Holdings is the ultimate holding company
of Wise Metals Group LLC and Wise Alloys LLC.  Wise Alloys is a
producer of aluminum beverage can sheet, serving brewers, soft
drink bottlers and can manufacturers.  Wise Alloys is one of four
producers of aluminum can stock in North America.

Constellium is a processor of specialty rolled and extruded
aluminum products.  The company operates three segments: aerospace
and transportation, packaging and automotive rolled products, and
automotive structures and industry.

In resolving the CreditWatch listing, Standard & Poor's expects to
meet with management and assess the company's capital structure
after the transaction closes.  S&P could raise the corporate
credit rating if Wise's financial profile after the transaction
results in credit measures more consistent with a higher rating
and S&P views Wise to be at least moderately strategic to
Constellium.  S&P could also raise the ratings if it believes
Constellium would provide Wise some degree of financial support
should Wise fall into financial difficulty based on S&P's
assessment of Wise's strategic importance to Constellium.  S&P
could affirm the ratings if the company's financial measures
remain in a range S&P believes to be consistent with a 'B-'
rating.


WOLF SANCTUARY: Files for Chapter 11 Protection
-----------------------------------------------
Sarah Jane Kyle at The Coloradoan reports that W.O.L.F Sanctuary
has filed for Chapter 11 bankruptcy protection Tuesday.

According to The Coloradoan, W.O.L.F. Sanctuary Executive Director
Shelley Coldiron wrote in a formal statement to W.O.L.F.
supporters this week, saying that the nonprofit's restructuring
has been in the works for more than two years and that filing for
bankruptcy is a step in that process.

The Coloradoan quoted Ms. Coldiron as saying, "I want to assure
you that W.O.L.F. is not going out of business and all of our
animals are safe and will continue to live peaceful and happy
lives at the Sanctuary.  The mere mention of the word 'bankruptcy'
raises fears that donor funds are in jeopardy or have not been
properly used.  I want to allay those fears.  None of W.O.L.F.'s
funds are in jeopardy, and donor funds are safe and as always,
will be utilized according to donors' wishes."

Colorado-based W.O.L.F Sanctuary cares for up to 30 captive-bred
wolves and wolf-dogs at one time.


* Advisory Committees Propose Bankr. Rule & Official Form Changes
-----------------------------------------------------------------
The Judicial Conference Advisory Committees on Appellate,
Bankruptcy, Civil, and Criminal Rules have proposed amendments to
their respective rules and forms, and requested that the proposals
be circulated to the bench, bar, and public for comment.

These proposed amendments were approved for publication by the
Judicial Conference Committee on Rules of Practice and Procedure
in May 2014.

The Preliminary Draft of Proposed Amendments to the Federal Rules
of Appellate, Bankruptcy, Civil, and Criminal Procedure is
available at http://is.gd/1rqdpK

On Aug. 15, 2014, the public comment period opens for proposed
amendments to:

   (i) Appellate Rules 4, 5, 21, 25, 26, 27, 28.1, 29, 32, 35, and
       40, and Forms 1, 5, 6, and New Form 7;

  (ii) Bankruptcy Rules 1010, 1011, 2002, 3002, 3002.1, 3007,
       3012, 3015, 4003, 5009, 7001, 9006, and 9009, and New Rule
       1012, and Official Forms 11A, 11B, 106J, 201, 202, 204,
       205, 206Sum, 206A/B, 206D, 206E/F, 206G, 206H, 207, 309A,
       309B, 309C, 309D, 309E, 309F, 309G, 309H, 309I, 312, 313,
       314, 315, 401, 410, 410A, 410S1, 410S2, 416A, 416B, 416D,
       424, and Instructions, and new Official Forms 106J-2 and
       113;

  (iv) Civil Rules 4, 6, and 82; and

   (v) Criminal Rules 4, 41, and 45.

The public comment period closes on Feb. 17, 2015, at 11:59 p.m.


* Fitch Takes Various Actions on US Corp. Finance Subsidiary IDRs
-----------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the Issuer Default
Ratings (IDRs) of the following list of corporate finance
subsidiaries with the exception of Wisconsin Energy Capital Corp.
and Covidien International Finance S.A., which remained on Rating
Watch Negative and were withdrawn.  This action applies to
corporate finance subsidiaries that have no assets or operations
and rely wholly on a parent entity guarantee for support.  The IDR
ratings are withdrawn as they are no longer considered
analytically meaningful.  This action has no effect on any of the
existing issue ratings at these finance subsidiaries.

Summary of actions:

Fitch Ratings has withdrawn these ratings:

Wisconsin Energy Capital Corp.

   -- Long-term IDR 'A-'

Primary Analyst: Philippe Beard, Director, +1-212-908-0242
Secondary Analyst: Glen Grabelsky, Managing Director,
+1-212-908-0577

Covidien International Finance S.A.
   -- Long-term IDR 'A'
   -- Short-term IDR 'F1'

Primary Analyst: Bob Kirby, Director, +1-312-368-3147
Secondary Analyst: Megan Neuburger, Senior Director,
+1-212-908-0601

Fitch Ratings has affirmed and withdrawn these ratings:

Qwest Capital Funding
   -- Long-term IDR 'BB+'
   -- Outlook Stable

Primary Analyst: John Culver, Senior Director, +1-312-368-3216
Secondary Analyst: Dave Peterson, Senior Director, +1-312-368-3177

Sprint Capital Corporation
   -- Long-term IDR 'B+'
   -- Outlook Stable

Primary Analyst: Bill Densmore, Senior Director, +1-312-368-3125
Secondary Analyst: Dave Peterson, Senior Director, +1-312-368-3177

Southern Company Funding Corp.
   -- Short-term IDR 'F1'

Primary Analyst: Shalini Mahajan, Senior Director, +1-212-908-0351
Secondary Analyst: Julie Jiang, Director, +1-212-908-0708

AGL Capital Corp
   -- Long-term IDR 'BBB+'
   -- Outlook Stable
   -- Short-term IDR 'F2'

Primary Analyst: Julie Jiang, Director, +1-212-908-0708
Secondary Analyst: Shalini Mahajan, Senior Director,
+1-212-908-0351

PPL Capital Funding Inc.
   -- Long-term IDR 'BBB'
   -- Outlook Stable
   -- Short-term IDR 'F2'

Primary Analyst: Julie Jiang, Director, +1-212-908-0708
Secondary Analyst: Rob Hornick, Senior Director, +1-212-908-0523

ConocoPhillips Canada Funding Company I
   -- Long-term IDR 'A'
   -- Outlook Stable

ConocoPhillips Canada Funding Company II
   -- Long-term IDR 'A'
   -- Outlook Stable

Primary Analyst: Mark Sadeghian, Senior Director, +1-312-368-2090
Secondary Analyst: Sean Sexton, Managing Director, +1-312-368-3130

Dow Capital B.V.
   -- Long-term IDR 'BBB'
   -- Outlook Stable

Primary Analyst: Monica Bonar, Senior Director, +1-212-908-0579
Secondary Analyst: Sean Sexton, Managing Director, +1-312-368-3130

Teva Capital Services Switzerland GmbH
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Teva Finance Services B.V.
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Teva Finance Services II B.V.
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Teva Pharmaceutical Finance LLC
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Teva Pharmaceutical Finance II LLC
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Teva Pharmaceutical Finance IV LLC
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Teva Pharmaceutical Finance B.V.
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Teva Pharmaceutical Finance II B.V.
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Teva Pharmaceutical Finance III B.V.
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Teva Pharmaceutical Finance IV B.V.
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Teva Pharmaceutical Finance V B.V.
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Teva Pharmaceutical USA, Inc.
   -- Long-term IDR 'BBB+'
   -- Outlook Stable
Primary Analyst: Jacob Bostwick, Director, +1-312-368-3169
Secondary Analyst: Mike Zbinovec, Senior Director, +1-312-368-3164

Actavis Capital S.a.r.l.
   -- Long-term IDR 'BBB-'
   -- Outlook Stable

Actavis Funding SCS
   -- Long-term IDR 'BBB-'
   -- Outlook Stable

Actavis WC 2 s.a.r.l
   -- Long-term IDR 'BBB-'
   -- Outlook Stable

Warner Chilcott Corporation
   -- Long-term IDR 'BBB-'
   -- Outlook Stable

Warner Chilcott Company LLC
   -- Long-term IDR 'BBB-'
   -- Outlook Stable

Warner Chilcott Finance LLC
   -- Long-term IDR 'BBB-'
   -- Outlook Stable

Primary Analyst: Jacob Bostwick, Director, +1-312-368-3169
Secondary Analyst: Mike Zbinovec, Senior Director, +1-312-368-3164

AIMCO/Bethesda Holdings, Inc.
   -- Long-term IDR 'BB+'
   -- Outlook Positive

Primary Analyst: Stephen Boyd, Director, +1-212-908-9153
Secondary Analyst: Britton Costa, Director, +1-212-908-0524

Digital Stout Holding, LLC
   -- Long-term IDR 'BBB'
   -- Outlook Stable

Primary Analyst: Sean Pattap, Senior Director, +1-212-908-0642
Secondary Analyst: Steven Marks, Managing Director,
+1-212-908-9161

Kimco North Trust III
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

KRC Lending S.A. de C.V. SOFOM ENR
   -- Long-term IDR 'BBB+'
   -- Outlook Stable

Primary Analyst: Britton Costa, Director, +1-212-908-0524
Secondary Analyst: Stephen Boyd, Director, +1-212-908-9153

Peninsula Gaming Corp
   -- Long-term IDR 'B'
   -- Outlook Stable

Primary Analyst: Alex Bumzahny, Director, +1-212-908-9179
Secondary Analyst: Mike Paladino, Senior Director, +1-212-908-9113

Wyndham Global Finance PLC
   -- Short-term IDR 'F3'

Primary Analyst: Stephen Boyd, Director, +1-212-908-9153
Secondary Analyst: Tim Lee, Associate Director, +1-515-215-3741

Avon Capital Corp
   -- Short-term IDR 'B'

Primary Analyst: Grace Barnett, Director, +1-212-908-0718
Secondary Analyst: Judi Rossetti, Senior Director, +1-312-368-2077

H.J. Heinz Finance Company
   -- Long-term IDR 'BB-'
   -- Outlook Stable

H.J. Heinz Finance UK Plc
   -- Long-term IDR 'BB-'
   -- Outlook Stable

Primary Analyst: Judi Rossetti, Senior Director, +1-312-368-2077
Secondary Analyst: Grace Barnett, Director, +1-212-908-0718

Bunge N.A. Finance L.P.
   -- Long-term IDR 'BBB'
   -- Outlook Stable

Primary Analyst: Judi Rossetti, Senior Director, +1-312-368-2077
Secondary Analyst: Chris Collins, Director, +1-312-368-3196

Molson Coors Capital Finance ULC
   -- Long-term IDR 'BBB'
   -- Outlook Stable

Molson Coors European Finance Company
   -- Long-term IDR 'BBB'
   -- Outlook Stable

Molson Coors International LP
   -- Long-term IDR 'BBB'
   -- Outlook Stable

Primary Analyst: Bill Densmore, Senior Director, +1-312-368-3125
Secondary Analyst: Wesley Moultrie, Managing Director,
+1-312-368-3186

Williams Partners Finance Corp
   -- Long-term IDR 'BBB'
   -- Outlook Stable

Primary Analyst: Ralph Pellecchia, Senior Director,
+1-212-908-0586
Secondary Analyst: Kathleen Connelly, Director, +1-212-908-0290


* Funds Renew Attack on Puerto Rico's Restructuring Law
-------------------------------------------------------
Law360 reported that investment firms leading the charge against
Puerto Rico's controversial quasi-bankruptcy debt adjustment
regime pressed a federal judge to invalidate its governing
statute, which looms large over high-stakes restructuring
negotiations with the commonwealth's electric utility.   According
to the report, the plaintiffs are challenging the
constitutionality of the restructuring law known as the Recovery
Act, saying that the commonwealth government overstepped by
setting up a local debt adjustment system for its public
corporations when only Congress has the power to select who may or
may not file for bankruptcy.

The cases are Blue Mountain Capital Management LLC v. Garcia-
Padilla et al., case number 3:14-cv-01569, and Franklin California
Tax-Free Trust et al. v. Commonwealth of Puerto Rico et al., case
number 3:14-cv-01518, in the U.S. District Court for the District
of Puerto Rico.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
  Company          Ticker             ($MM)      ($MM)      ($MM)
  -------          ------           ------   --------    -------
ABSOLUTE SOFTWRE   ALSWF US          129.2       (9.4)       0.4
ABSOLUTE SOFTWRE   ABT CN            129.2       (9.4)       0.4
ABSOLUTE SOFTWRE   OU1 GR            129.2       (9.4)       0.4
ADVANCED CELL TE   ACTC US             5.5       (5.8)      (4.8)
ADVANCED CELL TE   T2N1 GR             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    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 A    AC/A CN        10,522.0   (1,822.0)    (226.0)
AIR CANADA-CL A    AIDIF US       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     AMCX US         3,685.9     (396.1)     689.3
AMC NETWORKS-A     9AC GR          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         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 TH            128.4      (36.6)     (54.9)
ANGIE'S LIST INC   8AL GR            128.4      (36.6)     (54.9)
ARRAY BIOPHARMA    ARRY US           139.1      (25.7)      68.9
AUTOZONE INC       AZO US          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       AZ5 GR          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    8441293Q US     6,701.1   (5,133.2)     338.4
CABLEVISION-W/I    CVC-W US        6,701.1   (5,133.2)     338.4
CADIZ INC          CDZI US            57.9      (45.6)       4.7
CAESARS ENTERTAI   CZR US         27,069.4   (2,578.4)   1,716.6
CAESARS ENTERTAI   C08 GR         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       0C8 GR          3,090.2     (367.3)     234.5
CATALENT INC       0C8 TH          3,090.2     (367.3)     234.5
CATALENT INC       CTLT US         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         CIEN US         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         CIE1 TH         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
DIPLOMAT PHARMAC   DPLO US           338.9       30.1      (43.4)
DIRECTV            DTV CI         22,126.0   (6,127.0)    (624.0)
DIRECTV            DTV US         22,126.0   (6,127.0)    (624.0)
DIRECTV            DTVEUR EU      22,126.0   (6,127.0)    (624.0)
DIRECTV            DIG1 GR        22,126.0   (6,127.0)    (624.0)
DOMINO'S PIZZA     DPZ US            495.7   (1,289.7)     105.0
DOMINO'S PIZZA     EZV GR            495.7   (1,289.7)     105.0
DOMINO'S PIZZA     EZV TH            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      FEG GR          1,572.3     (111.6)       9.9
FERRELLGAS-LP      FGP US          1,572.3     (111.6)       9.9
FMSA HOLDINGS IN   FMSA US         1,375.5      (82.0)     232.3
FMSA HOLDINGS IN   FM1 GR          1,375.5      (82.0)     232.3
FREESCALE SEMICO   1FS GR          3,265.0   (3,728.0)   1,334.0
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
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     GTIV US         1,250.6     (285.7)     112.2
GENTIVA HEALTH     GHT GR          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
GOLD PARTY PAYDA   GPAY US             0.0       (0.0)      (0.0)
GOLD RESERVE INC   GRZ CN             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 TH         29,822.0   (6,588.0)   2,877.0
HCA HOLDINGS INC   HCA US         29,822.0   (6,588.0)   2,877.0
HCA HOLDINGS INC   2BH GR         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      HLF US          2,435.7     (404.1)     552.4
HERBALIFE LTD      HLFEUR EU       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
HUBSPOT INC        HUBS US            52.1       (5.3)     (22.1)
HUBSPOT INC        096 GR             52.1       (5.3)     (22.1)
HUGHES TELEMATIC   HUTCU US          110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US           110.2     (101.6)    (113.8)
IHEARTMEDIA INC    IHRT US        14,752.2   (9,315.2)   1,225.6
INCYTE CORP        ICY GR            679.1     (171.0)     464.6
INCYTE CORP        ICY TH            679.1     (171.0)     464.6
INCYTE CORP        INCY US           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
L BRANDS INC       LTD TH          6,870.0     (503.0)   1,119.0
L BRANDS INC       LTD GR          6,870.0     (503.0)   1,119.0
L BRANDS INC       LB US           6,870.0     (503.0)   1,119.0
LEAP WIRELESS      LWI GR          4,662.9     (125.1)     346.9
LEAP WIRELESS      LEAP US         4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI TH          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 TH          2,893.0   (2,228.0)     900.0
LORILLARD INC      LLV GR          2,893.0   (2,228.0)     900.0
MANNKIND CORP      NNF1 TH           236.3      (46.4)     (74.3)
MANNKIND CORP      MNKD US           236.3      (46.4)     (74.3)
MANNKIND CORP      NNF1 GR           236.3      (46.4)     (74.3)
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)
MARRIOTT INTL-A    MAQ TH          6,830.0   (1,720.0)  (1,153.0)
MDC PARTNERS-A     MDCA US         1,685.0      (87.5)    (228.9)
MDC PARTNERS-A     MDZ/A CN        1,685.0      (87.5)    (228.9)
MDC PARTNERS-A     MD7A GR         1,685.0      (87.5)    (228.9)
MERITOR INC        AID1 GR         2,810.0     (527.0)     373.0
MERITOR INC        MTOR US         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   MIM GR          1,716.0   (2,734.0)     493.0
MICHAELS COS INC   MIK US          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   XWM GR          1,005.2     (188.3)      79.1
NATIONAL CINEMED   NCMI US         1,005.2     (188.3)      79.1
NAVISTAR INTL      IHR GR          7,702.0   (4,046.0)   1,126.0
NAVISTAR INTL      IHR TH          7,702.0   (4,046.0)   1,126.0
NAVISTAR INTL      NAV US          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
PHILIP MORRIS IN   PM1 TE         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 FP          36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN   PMI SW         36,325.0   (7,847.0)   1,130.0
PHILIP MORRIS IN   PM1EUR 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   4I1 TH         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   PG6 GR          1,096.8      (91.4)     217.3
PLY GEM HOLDINGS   PGEM US         1,096.8      (91.4)     217.3
PROTALEX INC       PRTX US             0.8       (9.1)       0.4
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   Q US            2,978.6     (621.6)     511.6
QUINTILES TRANSN   QTS GR          2,978.6     (621.6)     511.6
RADNET INC         RDNT US           738.4       (2.8)      60.7
RADNET INC         PQIA GR           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   RGC US          2,675.7     (750.5)      26.2
REGAL ENTERTAI-A   RETA GR         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       RVL1 GR         1,938.7     (571.8)     275.3
REVLON INC-A       REV US          1,938.7     (571.8)     275.3
RITE AID CORP      RAD US          6,959.3   (1,906.5)   1,783.1
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
ROCKWELL MEDICAL   RMTI US            25.9       (3.9)       6.4
ROCKWELL MEDICAL   RWM GR             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   9SI TH            534.3     (111.7)      83.2
SILVER SPRING NE   9SI GR            534.3     (111.7)      83.2
SILVER SPRING NE   SSNI US           534.3     (111.7)      83.2
SIRIUS XM CANADA   SIICF US          409.2      (78.8)    (157.0)
SIRIUS XM CANADA   XSR CN            409.2      (78.8)    (157.0)
SPARK ENERGY-A     SPKE US            86.5       (0.9)      (9.4)
SPORTSMAN'S WARE   SPWH US           292.3      (44.5)      76.1
SPORTSMAN'S WARE   06S GR            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 TH          4,354.0     (682.0)     106.0
SUPERVALU INC      SVU US          4,354.0     (682.0)     106.0
SUPERVALU INC      SJ1 GR          4,354.0     (682.0)     106.0
THERAVANCE         THRX US           605.6     (187.5)     303.2
THERAVANCE         HVE GR            605.6     (187.5)     303.2
TRANSDIGM GROUP    T7D GR          6,711.0   (1,591.5)   1,073.0
TRANSDIGM GROUP    TDG US          6,711.0   (1,591.5)   1,073.0
TRAVELPORT WORLD   1TW TH          3,016.0   (1,069.0)    (262.0)
TRAVELPORT WORLD   TVPT US         3,016.0   (1,069.0)    (262.0)
TRAVELPORT WORLD   1TW GR          3,016.0   (1,069.0)    (262.0)
TRINET GROUP INC   TN3 GR          1,333.0      (36.7)      70.3
TRINET GROUP INC   TNETEUR EU      1,333.0      (36.7)      70.3
TRINET GROUP INC   TNET US         1,333.0      (36.7)      70.3
TRINET GROUP INC   TN3 TH          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    UPL US          2,958.1     (123.5)    (352.9)
ULTRA PETROLEUM    UPM GR          2,958.1     (123.5)    (352.9)
ULTRA PETROLEUM    UPLEUR EU       2,958.1     (123.5)    (352.9)
UNISYS CORP        USY1 GR         2,336.1     (628.5)     369.7
UNISYS CORP        UISEUR EU       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        UISCHF EU       2,336.1     (628.5)     369.7
UNISYS CORP        UIS US          2,336.1     (628.5)     369.7
VECTOR GROUP LTD   VGR GR          1,642.7      (31.1)     560.0
VECTOR GROUP LTD   VGR QT          1,642.7      (31.1)     560.0
VECTOR GROUP LTD   VGR US          1,642.7      (31.1)     560.0
VENOCO INC         VQ US             736.8     (139.5)    (777.3)
VERISIGN INC       VRSN US         2,322.6     (632.9)    (246.0)
VERISIGN INC       VRS TH          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    WW6 TH          1,526.4   (1,397.9)      13.8
WEIGHT WATCHERS    WW6 GR          1,526.4   (1,397.9)      13.8
WEIGHT WATCHERS    WTWEUR EU       1,526.4   (1,397.9)      13.8
WEIGHT WATCHERS    WTW US          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   XRM US            633.4       (8.9)     104.5
XERIUM TECHNOLOG   TXRN GR           633.4       (8.9)     104.5
XOMA CORP          XOMA US            89.9       (7.6)      45.9
YRC WORLDWIDE IN   YRCW US         2,179.5     (362.4)     201.2
YRC WORLDWIDE IN   YEL1 TH         2,179.5     (362.4)     201.2
YRC WORLDWIDE IN   YEL1 GR         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.


                  *** End of Transmission ***