TCR_Public/141028.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 28, 2014, Vol. 18, No. 300

                            Headlines

AGRIPROCESSORS INC: $1.4MM Payments to Crown Heights Avoidable
ALEXANDRA TRUST: Files List of 19 Largest Unsecured Creditors
AMC NETWORKS: BBC America Deal No Impact on Moody's Ba3 CFR
AMICUS HEALTHCARE: Closes Down Park Plaza After Bankruptcy Filing
ANGIE'S LIST: Incurs $5.21-Mil. Net Loss in Third Quarter

ATLAS FINANCIAL: A.M. Best Puts b- Issuer Credit Rating on Review
AVALON OIL: Files Third Amendment to FY Ended March 31 Report
BARBARA SINATRA FAMILY: Case Summary & 2 Unsecured Creditors
BOART LONGYEAR: S&P Puts 'CCC' CCR on CreditWatch Positive
BOUTIQUE JACOB: To Close All 92 Stores in Canada

CAISSON LABORATORIES: Voluntary Chapter 11 Case Summary
CHARLES STREET: David Williams of Deloitte Appointed as Examiner
CHOICE GENETICS: Emerges From Chapter 11 Bankruptcy
CLARKS SALES: Case Summary & 20 Largest Unsecured Creditors
COLDWATER CREEK: Liquidity Solutions Buys Permission Data's Claim

CONNEAUT LAKE PARK: Court Delays Sheriff's Sale to Dec. 5
CRS HOLDING: Court Rules on Distrib. of Proceeds for Blubox Sale
CRS HOLDING: Regions Bank Wants Stay Lifted to Foreclose Property
CRS HOLDING: Gerard A. McHale Jr. Named Chapter 11 Trustee
D&E DAIRY FARMS: Voluntary Chapter 11 Case Summary

D.A.B. GROUP: Defends Hiring of Counsel and Real Estate Broker
D.A.B. GROUP: Reorganization Plan Mulls Future Sale
DANIEL NOWLIN FARMS: Voluntary Chapter 11 Case Summary
DELTA AIR LINES: Fitch Raises Issuer Default Rating to 'BB'
ENERGY FUTURE: Anticipates Auction in February 2015

ENERGY FUTURE: Omicron Transfers $4,935 Claim to Sonar Credit
ENVIRO BUILDERS: Case Summary & 10 Largest Unsecured Creditors
EUGENE THOMAS: Malpractice Suit Against Miller Canfield Remanded
FAIRPOINT COMMUNICATIONS: Workers Protest Contract Concessions
FCC HOLDINGS: Panel Gets OK to Retain Womble Carlyle as Co-Counsel

FCC HOLDINGS: Panel Gets OK to Retain Ottenbourg PC as Co-Counsel
FIRSTMED LLC: Case Summary & 6 Largest Unsecured Creditors
FL 6801: Plan Deadline Extended to Dec. 1 Amid Sale Delays
FL 6801: Z Capital Wants Compliance with Bidding Procedures Order
FLORIDA GAMING: Creditor Trustee Taps LCL as Insurance Co-Counsel

FLORIDA GAMING: Trustee Taps Genovese Joblove for D&O Claims
FREEDOM GROUP: Moody's Lowers Corporate Family Rating to B2
GMG CAPITAL: AVP Seeks to Convert Bankruptcy Case to Chapter 7
GOODRICH PETROLEUM: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
GT ADVANCED: U.S. Trustee Names 7 Members to Creditors' Panel

GT ADVANCED: U.S. Trustee Opposes Critical Vendor Motion
GT ADVANCED: Creditors Committee Taps Kelley Drye as Counsel
GT ADVANCED: Court OKs Joint Administration of Bankruptcy Cases
KO-KAUA OHANA: Oct. 31 Hearing on GlassRatner Advisory Employment
HARRON COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'BB-'

HEDWIN CORP: Court Confirms Plan of Liquidation
HERCULES OFFSHORE: Reports $88.6-Mil. Net Loss for Q3
HOUSTON REGIONAL: Hearing to Consider Plan Confirmation Today
HUKKSTER INC: Bidding Opens for Online Shopping Tool
I2A TECHNOLOGIES: Secured Creditor Does Not Consent to Cash Use

I2A TECHNOLOGIES: Seeks to Employ Kornfield Nyberg as Counsel
IGLESIA PUERTA: Applies for Final Decree Closing Chapter 11 Case
ITR CONCESSION: Files Joint Prepackaged Plan of Reorganization
JOHN REYNOLDS: Wins Sanctions Against Petitioning Creditors
KASPER LAND: Oct. 30 Hearing on Adequacy of Plan Disclosures

KEYPOINT GOVERNMENT: S&P Affirms 'B' CCR & Revises Outlook to Pos.
KEY REHABILITATION: Files for Chapter 11 Bankruptcy Protection
LLRIG TWO LLC: Proposes Dec. 1 Claims Bar Date
LLRIG TWO LLC: Ch. 11 Case Transferred to Judge Brian Lynch
LORILLARD INC: Posts $289-Mil. Profit in Third Quarter

MAGNIFICENT EIGHT: Court Rules on Various Claims and Fee Requests
MAXWELL TECHNOLOGIES: Posts $3.29-Mil. Loss in Sept. 30 Quarter
MEGA RV: Nov. 24 Hearing on Bid for Exclusivity Extensions
MILLER AUTO: First Capital DIP Financing Gets Final Approval
MILLER AUTO: Secured Lender Balks at Huron Hiring

MILLFAB INC: Voluntary Chapter 11 Case Summary
MOMENTIVE PERFORMANCE: Completes Balance Sheet Restructuring
MOMENTIVE PERFORMANCE: Tannor, Sierra Acquire Trade Claims
MT GOX: Tokyo Bankruptcy Recognized by Canadian Court
NATROL INC: Argo, Claims Recovery & Fair Harbor Acquire Claims

NEW MEDIA: S&P Assigns Preliminary 'BB-' CCR; Outlook Stable
OCWEN FINANCIAL: Fitch Puts 'B' Rating on Watch Negative
OCWEN LOAN: Fitch Puts 'B' IDR on Rating Watch Negative
PHOENIX PAYMENT: $68K in Claims Switched Hands in September
PLASTIPAK HOLDINGS: Moody's Affirms B2 Corporate Family Rating

POTLATCH CORP: S&P Puts 'BB+' CCR on CreditWatch Negative
PSL-NORTH AMERICA: Nov. 17 Fixed as General Claims Bar Date
PVA APARTMENTS: Files Schedules of Assets and Liabilities
PVA APARTMENTS: Taps Sydney Hall to Handle Bankruptcy Matters
PVA APARTMENTS: Taps Tosh & Associates as Property Appraiser

PVA APARTMENTS: Files List of 7 Unsecured Creditors
QUEBEC LITHIUM: Commenced CCAA Proceedings; KPMG Named as Monitor
REDEVELOPMENT AUTHORITY: Is Insolvent, Butler City Mayor Says
REVEL AC: Balks at ACR's Fixed Financing Fees
ROZA BLADY LIVING: Case Summary & 12 Largest Unsecured Creditors

SANTA FE GOLD: Posts $11.6-Mil. Net Loss for Second Quarter
SEEGRID CORPORATION: Files for Chapter 11 Bankruptcy Protection
SMURFIT-STONE CONTAINER: Mehtas' Claim vs. Rock-Tenn Survives
SOUTHERN GRAPHICS: S&P Revises Outlook to Pos. & Affirms 'B' CCR
SPECIALTY PRODUCTS: Argo, ASM Buy $25,000 in Claims

SRKO FAMILY: Mechanic Leinholders Further Fine-Tune Plan
SRKO FAMILY: Lienholders Say WBT Can't Fund Richardson Plan
THINKSTREAM INC: Joins Petitioning Creditors in Case Dismissal Bid
TRUMP ENTERTAINMENT: Drops Threat to Close Casino in November
UNIVERSAL HEALTHCARE: J&B to Probe Fraudulent Transfers

UNIVERSITY DIRECTORIES: Case Summary & Top Unsecured Creditors
YSC INC: Court Confirms Third Amended Plan of Reorganization
YSC INC: U.S. Trustee Balks at Employment of Berger Singerman
CLUB AT SHENANDOAH: Western Golf Okayed as Bookkeeper

* Kathryn McGlynn Joins Gavin/Solmonese as Director

* BESTATTORNEYSONLINE.COM Reveals Top Bankruptcy 30 Legal Firms

* Large Companies With Insolvent Balance Sheet


                             *********


AGRIPROCESSORS INC: $1.4MM Payments to Crown Heights Avoidable
--------------------------------------------------------------
Bankruptcy Judge Thad J. Collins finds that a significant portion
of the payments that debtor Agriprocessors, Inc., made to Crown
Heights House of Glatt, Inc., are constructively fraudulent
transfers.

The Debtor's Chapter 7 Trustee, Joseph Sarachek, sued Crown
Heights alleging that the Defendant received fraudulent
conveyances or preferential transfers from the Debtor totaling
$5,364,090.

Judge Collins entered judgment in the Chapter 7 Trustee's favor in
the amount of $1,389,534.

The case is, JOSEPH E. SARACHECK, in his capacity as CHAPTER 7
TRUSTEE, Plaintiff, v. CROWN HEIGHTS HOUSE OF GLATT, INC.,
Defendant, Adv. Proc. No. 10-09108 (Bankr. N.D. Iowa).  A copy of
the Court's October 21, 2014 Memorandum and Order is available at
http://is.gd/hzv2Wpfrom Leagle.com.

                     About Agriprocessors Inc.

Headquartered in Postville, Iowa, Agriprocessors once produced
half the kosher beef and 40% of the kosher poultry in the U.S.  It
filed for bankruptcy following a raid by immigration authorities
in May 2008 on the plant in Postville, Iowa, where 389 workers
were arrested for having forged immigration documents.  The raid
led to numerous federal criminal charges, including a high-profile
case against Agriprocessors' President, Sholom Rubashkin.  The
Company filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
08-47472) on Nov. 4, 2008.  The case was later transferred to Iowa
(Bankr. N.D. Iowa Case No. 08-02751).  Kevin J. Nash, Esq., at
Finkel Goldstein Rosenbloom & Nash, represented the Company in its
restructuring effort.  The Debtor estimated assets and debts of
$100 million to $500 million in its Chapter 11 petition.

SHF Industries Inc. purchased substantially all of the Debtor's
assets for $8.5 million in July 2009, and renamed the company Agri
Star.  The Court approved the sale free and clear of all liens.

Agriprocessors' case was then converted to liquidation under
Chapter 7, at the consent of the Chapter 11 trustee appointed to
take over the estate, Joseph Sarachek.  The Chapter 11 trustee
became the trustee in the Chapter 7 case to liquidate the Debtor's
remaining assets and provide distributions to creditors.


ALEXANDRA TRUST: Files List of 19 Largest Unsecured Creditors
-------------------------------------------------------------
Alexandra Trust filed with the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, a list disclosing the
following as creditors holding the 19 largest unsecured claims:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
NQTEL, Inc.                        Business Debt       $4,900,000
3102 Oakland
Suite 777
Dallas, TX 75219

B.O.S. Consulting, LLC             Business Debt       $4,800,000
222 Las Colinas Blvd.
Suite 540
Irving, TX 75039

Magal USA, Inc.                    Business Debt        $1,300,000
4101 Centurion Way
Addison, TX 75001

Rapid Management Company           Business Debt         $700,000
5501 Stanford
Dallas, TX 75309

Richard D. Sterritt, Jr.           Business Debt         $180,000
2421 Fulton Drive
Garland, TX 75044

Mike Starkweather                  Business Debt         $180,000
1983 East Everleigh Court
Sandy, Utah 84093

AGT Global Holding, LLC            Business Debt          $75,000
c/o David Dafinoiu
3102 Oaklawn
Suite 777
Dallas, TX 75219

Montague, Pittman & Varnado, P.A.  Legal Fees             $70,000
525 Main Street
Hattisburg, MS 39401

John Holaday                       Legal Fees             $56,000
586 Lakeland East Drive
Suite C
Flowood, MS 39232-9020

Chase Tabor                        Business Debt          $50,000
P.O. Box 1447
Sherman, TX 75091

William Walter                     Legal Fees             $40,000
525 Main Street
Hattisburg, MS 39401

William Johns                      Business Debt          $20,000
518 Dauphine Street
New Orleans, LA 70112

Tim Palmer                         Business Debt          $20,000
13306 Goodland Place
Suite C
Farmers Branch, TX 75234

Edward Roush                       Business Debt         $19,0000
2104 Underwood Road
La Porte, TX 77571

Avondale Shipyards, Inc.           Lawsuit                     $0
2421 Fulton Drive
Garland, TX 75044

Vicksburg Hotel, LLC               Litigation                  $0
c/o Charles Lambert
680 Bay COve Drive
Biloxi, MS 39532

NIT Management                     Business Debt               $0
1828 Dew Valley
Carrollton, TX 75010

M Street Investments, Inc.         Litigation                  $0
Attn: John Moore
301 Highland Park Cove
Suite B
Ridgeland, MS 39158

Great Southern Investment Group    Litigation                  $0
1828 Dew Valley
Carrollton, TX 75010

                     About Alexandra Trust

Garland, Texas-based Alexandra Trust sought protection under
Chapter 11 of the Bankruptcy Code on Oct. 20, 2014 (Case No. 14-
35049, Bankr. N.D. Tex.).  The case is assigned to Judge Barbara
J. Houser.  The Debtor's counsel is Arthur I. Ungerman, Esq., in
Dallas, Texas.  The Debtor has estimated assets ranging from $100
million to $500 million and estimated debts ranging from $500,000
to $1 million.  The petition was signed by Richard Dale Sterritt,
Jr., trustee.


AMC NETWORKS: BBC America Deal No Impact on Moody's Ba3 CFR
-----------------------------------------------------------
Moody's Investors Service said that AMC Networks Inc.'s
announcement to acquire a 49.9% ownership interest in BBC America,
will not impact its Ba3 Corporate Family rating, Ba3-PD
Probability of Default rating, SGL-2 Speculative Grade Liquidity
rating or the positive outlook. BBC America is a cable television
network and is a wholly owned subsidiary of The British
Broadcasting Corporation (BBC), a U.K. based public service
broadcaster.

AMC will pay $200 million for the transaction and will fund it
with cash on hand, which stood at $284 million at 06/30/2014.
Since the company is using cash on its balance sheet to execute
the deal and BBC America will be neutral to mildly positive to
leverage, Moody's anticipates debt-to-EBITDA leverage won't
materially change from its pre-acquisition level. Even though BBC
will continue to hold a majority stake in the joint venture, AMC
will have significant influence over the financial and operating
policies of BBC America, including affiliate and advertising
sales, and accordingly will consolidate the joint venture's
financial statements. BBC America will be operated as a separate
channel within AMC's portfolio of channels, which include AMC,
IFC, WE tv, and SundanceTV. BBC America and AMC have worked
together in the past and produced a series of hit original shows,
including drama Top of the Lake and The Honourable Woman and the
upcoming One Child. A partnership of the two cable networks will
allow them to leverage their content catalog as well as their
distribution and advertising platforms. The deal will also
strengthen bargaining power in their carriage fee negotiations
with cable and satellite operators amidst a wave of consolidation
in the MVPD marketplace.

Pro forma leverage of 4.8x as of 06/30/2014 (incorporating Moody's
standard adjustments and pro forma for Chellomedia's acquisition)
is within Moody's  stated expectation that leverage will be
maintained below 5.75x but is above the 3.5x trigger required for
an upgrade. As the company will use a significant portion of cash
on hand to fund the acquisition, Moody's  believe that debt
reduction will take longer than previously envisaged but the
company will continue to delever through growth in EBITDA.
However, at this point, Moody's  are not taking any actions with
regards to AMC's ratings or outlook as Moody's  believe that
management is committed to a higher rating and will use free cash
flow to reduce borrowings under the company's revolving credit
facility, such that leverage will decline to the 3.5x range within
the next 12 to 24 months. Further, Moody's  expect that AMC will
continue to deliver strong operating performance and grow its
EBITDA, both through organic operations and tuck-in acquisitions.
Moody's believe that AMC will continue to be prudent in its
capital allocation, using excess cash to reduce debt and support
long-term revenue growth and diversification of its business
through strategic investments such as the BBC America transaction.

With its headquarters in New York, New York, AMC Networks, Inc.
supplies television programming to pay-TV service providers
throughout the United States. The company predominantly operates
four entertainment programming networks - AMC, WE tv, IFC and
Sundance Channel, and is expanding into international markets with
its recent purchase of Chellomedia. Revenues for the LTM period
ended 6/30/2014 was approximately $1.9 billion.


AMICUS HEALTHCARE: Closes Down Park Plaza After Bankruptcy Filing
-----------------------------------------------------------------
Stephanie Butts at WacoTrib.com reports that Park Plaza Nursing
Home shut down last month after its owner Amicus Healthcare
Services Inc., filed for Chapter 11 bankruptcy protection in late
August, missing payroll and leaving about 70 people jobless.

Workers' paychecks were delayed four times, WacoTrib.com relates,
citing former Park Plaza employee Imogene Minor.


ANGIE'S LIST: Incurs $5.21-Mil. Net Loss in Third Quarter
---------------------------------------------------------
Angie's List, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $5.21 million on $81.31 million of total revenue for the
three months ended Sept. 30, 2014, compared with a net loss of
$13.51 million on $65.5 million of total revenue for the same
period last year.

The Company's balance sheet at Sept. 30, 2014, showed
$161 million in total assets, $200 million in total liabilities
and total stockholders' deficit of $39.4 million.

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

                       http://is.gd/Suppuo

Angie's List, Inc. operates the consumer rating network "Angie's
List".  The Indianapolis-based Company also sells advertising in
its monthly publication, on its website and through its call
center to service providers that meet certain rating criteria.


ATLAS FINANCIAL: A.M. Best Puts b- Issuer Credit Rating on Review
-----------------------------------------------------------------
A.M. Best Co. has placed under review with negative implications
the financial strength rating of B (Fair) and the issuer credit
ratings (ICR) of "bb" of American Service Insurance Company, Inc.,
American Country Insurance Company (both domiciled in Elk Grove
Village, IL) and Gateway Insurance Company (St. Louis, MO),
subsidiaries of Atlas Financial Holdings, Inc. (Atlas) (Cayman
Islands) [NASDAQ: AFH].  These companies operate under an
intercompany reinsurance pooling agreement and are collectively
referred to as American Service Pool.  A.M. Best also has placed
under review with negative implications the ICR of "b-" of Atlas.

The rating actions follow disclosure of a definitive agreement
under which Atlas will acquire Global Liberty Insurance Company of
New York (Global) (Melville, NY), along with its affiliated
underwriting and premium finance companies for approximately $25
million.  The transaction was funded largely with cash at Atlas,
with financial leverage post-close expected to remain modest.

This transaction is expected to significantly accelerate Atlas'
commercial automobile presence in select sub-segments of the large
New York livery market and will add valuable infrastructure on the
East Coast to support Atlas' continuing growth.  A.M. Best
anticipates that Global will not become a member of Atlas'
existing reinsurance pooling agreement, and that Atlas will
maintain Global's local infrastructure and have it serve as an
East Coast regional office of Atlas.

The negative implications reflect the inherent risks associated
with integrating Global into Atlas' ongoing operations and the
uncertainties associated with Global's recent deterioration in its
operating results and risk-adjusted capital.  These concerns are
somewhat elevated by the significant growth at American Service
Pool as it continues to execute its strategy of recapturing former
risks lost as a result of actions and decisions made by prior
ownership.  Growth at American Service Pool has also been driven
more recently by firming market conditions in the pool's core
light commercial automobile sector, namely taxi, limo and
paratransit classes.  Although the pool has reported improved
underwriting and operating results over the past few years, growth
in premium volume has strained the pool's risk-adjusted capital.

The ratings will remain under review pending the close of the
transaction and discussions with management regarding the impact
the transaction will have on Global and Atlas' current operating
companies.  The transaction is expected to close in the first
quarter of 2015, subject to customary closing conditions,
including regulatory approval of the change in control of Global.


AVALON OIL: Files Third Amendment to FY Ended March 31 Report
-------------------------------------------------------------
Avalon Oil & Gas, Inc., filed with the U.S. Securities and
Exchange Commission on Oct. 22, 2014, a third amendment to its
annual report on Form 10-K for the fiscal year ended March 31,
2014.  A copy of the Form 10-K/A is available at:

                       http://is.gd/5feMGt

Bernstein & Pinchuk LLP expressed substantial doubt about the
Company's ability to continue as a going concern, citing that the
Company has incurred significant losses from operations since its
inception and has a working capital deficiency.

The Company reported a net loss of $785,978 on $156,322 of oil and
gas sales for the fiscal year ended March 31, 2014, compared with
a net loss of $749,314 on $163,574 of oil and gas sales in the
last year.

The Company's balance sheet at March 31, 2014, showed
$2.73 million in total assets, $1.52 million in total liabilities,
and stockholders' equity of $1.21 million.

Minneapolis, Minn.-based Avalon Oil & Gas, Inc. OTC BB: AOGN)
acquires oil & gas producing properties that have proven reserves
and established in-field drilling locations with a combination of
cash, debt, and equity.


BARBARA SINATRA FAMILY: Case Summary & 2 Unsecured Creditors
------------------------------------------------------------
Debtor: The Barbara Sinatra Family Limited Partnership
        14 Monarch Bay Plaza, Suite 288
        Monarch Beach, CA 92629

Case No.: 14-16337

Chapter 11 Petition Date: October 26, 2014

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Debtor's Counsel: David G Epstein, Esq.
                  THE DAVID EPSTEIN LAW FIRM
                  POB 4858
                  Laguna Beach, CA 92652-4858
                  Tel: 949-715-1500
                  Fax: 949-715-2570
                  E-mail: david@epsteinlitigation.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John D. Thomas, authorized agent.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb14-16337.pdf


BOART LONGYEAR: S&P Puts 'CCC' CCR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' corporate
credit rating on South Jordan, Utah-based Boart Longyear Ltd.
(BLY) on CreditWatch with positive implications.

S&P also placed its 'B-' issue rating on the senior secured notes
and its 'CCC' issue rating on the senior unsecured notes issued by
Boart Longyear Management Pty Ltd., a subsidiary of BLY, on
CreditWatch with positive implications.

S&P's '1' recovery rating on the secured notes and '4' recovery
rating on the unsecured notes are unchanged.  The '1' recovery
rating indicates S&P's expectation for very high (90% to 100%)
recovery of principal, and the '4' recovery rating indicates S&P's
expectation for average (30% to 50%) recovery of principal in the
event of payment default.

"The CreditWatch listing reflects our view that the
recapitalization provides BLY with cash to finance capital
spending and other requirements while EBITDA generation remains
weak," said Standard & Poor's credit analyst Gail Hessol.  "We
expect extensive cost reductions to support modest profit margin
expansion in 2015, but we do not expect meaningful improvement in
drilling services volume or prices before 2016," said Ms. Hessol.

S&P expects to resolve its CreditWatch listing following the vote
by Boart Longyear shareholders on the proposed recapitalization.
S&P will assess the benefits of the transactions and
sustainability of the new capital structure in light of still-
difficult conditions in the drilling services and products
markets.  It is likely S&P will raise the corporate credit rating
one notch to 'CCC+'.


BOUTIQUE JACOB: To Close All 92 Stores in Canada
------------------------------------------------
The Canadian Press reports that Boutique Jacob Inc. is abandoning
its restructuring efforts and closing all its 92 stores in Canada.

The report relates that the Montreal-based clothing chain said
efforts over the last few months to "try to breathe new life into
the company" have failed.

The insolvent retailer has been liquidating inventory at its
Canadian stores since filing a proposal to creditors under the
Bankruptcy and Insolvency Act in May, according to The Canadian
Press.

The company said it will proceed with selling all of the remaining
merchandise at its stores and online at Jacob.ca.

Spokeswoman Cristelle Basmaji said the retailer has been working
over the past few months to develop a "viable relaunch plan" and
find new financing, but those efforts have failed, adds The
Canadian Press.

Boutique Jacob Inc. has been under creditor protection since
November 2010 when it underwent operational restructuring, which
included closing some 50 stores, The Canadian Press discloses.


CAISSON LABORATORIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Caisson Laboratories, Inc.
        1740 Research Parkway
        North Logan, UT 84341

Case No.: 14-31344

Chapter 11 Petition Date: October 24, 2014

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. Joel T. Marker

Debtor's Counsel: M. Darin Hammond, Esq.
                  SMITH KNOWLES, P.C.
                  2225 Washington Blvd., Suite 200
                  Ogden, UT 84401
                  Tel: (801) 476-0303
                  Fax: (801) 476-0399
                  E-mail: dhammond@smithknowles.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ross Farmer, president.

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


CHARLES STREET: David Williams of Deloitte Appointed as Examiner
----------------------------------------------------------------
David S. Williams, CEO of Deloitte Financial Advisory Services
LLP, was appointed Examiner in the Charles Street African
Methodist Episcopal Church of Boston bankruptcy case; the debtor
filed for Chapter 11 bankruptcy protection in United States
Bankruptcy Court, District of Massachusetts, Eastern Division.
The Charles Street AME has been an important institution in the
City of Boston, continuously meeting and providing ministry and
community services since 1818.  In his Examiner role, David
Williams is focusing on several areas of importance to the case
and meeting with the various constituent parties.  Deloitte
Financial Advisory Services LLP, represented by professionals from
Deloitte CRG, is retained as the financial advisor to the
Examiner.

                      About Charles Street

Charles Street African Methodist Episcopal Church --
http://www.csrrc.org/-- is located in Roxbury, Massachusetts.
The Church is to advocate for the needs of community residents and
to strengthen individuals, families, and the community by
providing social, educational, economic, and cultural services.

The Church filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 12-12292) on March 20, 2012, to prevent its lenders, OneUnited
Bank, from foreclosing on a $1.1 million loan and auctioning off
the church.

The Debtor estimated both assets and debts of between $1 million
and $10 million.

The church is being represented by the Boston firm Ropes &
Gray LLP, which is working free of charge.


CHOICE GENETICS: Emerges From Chapter 11 Bankruptcy
---------------------------------------------------
ThePigSite reports that Choice Genetics USA LLC has come out of
Chapter 11 bankruptcy.  The Company, according to the report, said
it has satisfied all of the effective date conditions under its
confirmed First Amended Joint Plan of Reorganisation.

As reported by the TCR on Aug. 25, 2014, Jacqueline Palank,
writing for Daily Bankruptcy Review, reported that Judge Lee M.
Jackwig of the U.S. Bankruptcy Court in Des Moines, Iowa,
confirmed on Aug. 21, 2014, the Company's Chapter 11 plan, which
repays the Debtor's creditors in full.

ThePigSite quoted the Company's COO, Brent Mitchell, as saying,
"CGUSA was successful in negotiating a termination of the
agreement, allowing CGUSA to continue its business with full
rights to all of its genetic product lines and IP."

                    About Choice Genetics

Des Moines, Iowa-based swine genetics company Choice Genetics USA
LLC, on Feb. 13 sought Chapter 11 bankruptcy protection as the
result of an "unforeseen" arbitration award entered against it in
a fight with Scidera Inc.  The case is In re Choice Genetics USA,
LLC, Case No. 14-00242 (S.D. Iowa).  The case is assigned to Judge
Lee M. Jackwig.

The Debtor's counsel is Jeffrey D Goetz, Esq., and Donald F.
Neiman, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC, in Des
Moines, Iowa.


CLARKS SALES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Clarks Sales and Service, Inc.
           dba Appliance Warehouse Outlet
           dba Clark Appliance Showcase
           dba Clark Appliance
           dba Clark Appliance Outlet
           dba Clark's Appliance
        3802 N. 600 W
        Greenfield, IN 46140

Case No.: 14-09839

Chapter 11 Petition Date: October 24, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. Jeffrey J. Graham

Debtor's Counsel: Courtney Elaine Chilcote, Esq.
                  TUCKER, HESTER, BAKER & KREBS, LLC
                  One Indiana Square, Suite 1600
                  Indianapolis, IN 46204
                  E-mail: cchilcote@thbklaw.com

                    - and -

                  Jeffrey M. Hester, Esq.
                  TUCKER HESTER BAKER & KREBS, LLC
                  One Indiana Square, Suite 1600
                  Indianapolis, IN 46204-1816
                  Tel: 317-833-3030
                  Fax: 317-833-3031
                  E-mail: jhester@thbklaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert Clark, authorized individual.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/insb14-09839.pdf


COLDWATER CREEK: Liquidity Solutions Buys Permission Data's Claim
-----------------------------------------------------------------
In the Chapter 11 case of Coldwater Creek, one claim switched
hands on Sept. 12, 2014:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
Liquidity Solutions, Inc.    Permission Data, LLC    $27,759.60

                     About Coldwater Creek

Coldwater Creek is a multi-channel retailer that offers its
merchandise through retail stores across the country, its catalog
and its e-commerce Web site, http://www.coldwatercreek.com/
Originally founded in Sandpoint, Idaho in 1984 as a direct,
catalog-based marketer, Coldwater evolved into a multi-channel
specialty retailer operating 334 premium retail stores, 31 factory
outlet stores and seven day spa locations throughout the United
States.

As of the bankruptcy filing, the Debtors domestically employ a
total of approximately 5,990 employees throughout their retail
locations, corporate headquarters and distribution, design and
call centers.

Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on
April 11, 2014, to liquidate their assets.

Coldwater Creek Inc. disclosed assets of $721,468,388 plus
undetermined amount and liabilities of $425,475,739 plus
undetermined amount.  Affiliate Coldwater Creek U.S. Inc.
estimated $100 million to $500 million in assets and liabilities.

The Debtors have drawn $37.5 million and have approximately $10
million in letters of credit outstanding under a senior secured
credit facility (ABL facility) provided by lenders led by Wells
Fargo Bank, National Association, as agent.  The Debtors also owe
$96 million, which includes accrued interest and approximately $23
million representing a prepayment premium payable, under a term
loan from lenders led by CC Holding Agency Corporation, as agent.
Aside from the funded debt, the Debtors have accumulated a
significant amount of accrued and unpaid trade and other unsecured
debt in the normal course of their business.

The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and
Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP
as financial advisor, Alvarez & Marsal as restructuring advisor,
and Prime Clerk LLC as claims and noticing agent.

The U.S. Trustee for Region Three named seven creditors to serve
on the official committee of unsecured creditors.  Lowenstein
Sandler LLP represents the Committee.

CWC Liquidation Inc., formerly known as Coldwater Creek Inc., et
al., notified the Bankruptcy Court that the effective date of its
Modified Third Amended Joint Plan of Liquidation occurred on Sept.
26, 2014.


CONNEAUT LAKE PARK: Court Delays Sheriff's Sale to Dec. 5
---------------------------------------------------------
Valerie Myers at Erie Times-News reports that Crawford County
Court Judge Mark Stevens on has postponed until Dec. 5, 2014, the
sheriff's sale of Conneaut Lake Park, while the Court considers
objections to the sale filed by the state Attorney General's
Office.

As reported by the Troubled Company Reporter on Oct. 14, 2014,
Erie Times-News reported that the state Attorney General's Office
filed a petition with the Court, asking that the Nov. 7, 2014 sale
be stopped because the park is a charitable trust.

The Court has set for Nov. 24, 2014, the hearing to consider the
petition, Erie Times-News relates.

According to Erie Time-News, the Trustees can file for bankruptcy
protection for the park if the Court does not stop the sale.
According to the Oct. 14 TCR report, Keith Gushard at The
Meadville Tribune reported that the Trustees have been considering
filing for bankruptcy protection to ward off any sheriff's sale.


CRS HOLDING: Court Rules on Distrib. of Proceeds for Blubox Sale
----------------------------------------------------------------
The Bankruptcy Court entered a supplemental order in connection
with CRS Holding of America, LLC, et al.'s sale of the BLUBOX
machine located in the Debtor's Elkridge, Maryland facility to 3S
International, LLC.

The supplemental order was issued after a continued hearing on the
sale motion to determine the disposition of the proceeds from the
sale of the Blubox.   At the continued hearing, counsel for CRS
published certain supplemental disclosures concerning the sale of
the Blubox, which disclosures have now been filed with the Court.

The Court concluded that even if it had been aware of the
supplemental disclosures at the Sept. 29, 2014 hearing, the Court
would nevertheless have approved the sale of the Blubox and
entered the Blubox sale order.  Accordingly, the Court declines to
reconsider or otherwise revisit the Blubox sale order in light of
the supplemental disclosures.

The Court said that that Blubox sale order is deleted and replaced
with:

   That pursuant to Sec. 363(e) of the Bankruptcy Court, from the
proceeds of the Blubox Sale, which are to be wired into the trust
account of Shumaker, Loop & Kendrick LLP:

    a. $400,000 will be paid to Regions Bank on account of its
secured claim; and

    b. $219,443 will be used to pay certain administrative rent,
payable to the landlords of the identified CRS locations.

The Blubox includes without limitation, the compressor, shredder,
screens and mixer, and all operational manuals, spare parts and
components and warranty rights, and all other equipment and
accessories relating to such machine.

The Debtors and 3S International have already entered into a
purchase agreement.  Among others, the economic term of the
agreement was that the purchaser will pay the Debtors $700,000 for
the Blubox.

                  About CRS Holding of America

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

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

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

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

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


CRS HOLDING: Regions Bank Wants Stay Lifted to Foreclose Property
-----------------------------------------------------------------
Regions Bank and Regions Equipment Finance Corporation ask the
Bankruptcy Court for relief from the automatic stay in the case of
CRS Holding of America, LLC.

Regions explain that with the stay terminated with respect to the
collateral, it may exercise its rights and remedies as a secured
creditor.

Regions assert that the Debtors are not making payments in
accordance with the loan documents to protect against the erosion
of value of Regions' collateral; and Regions is not adequately
protected.

Regions is the owner and holder of various promissory notes,
master agreements, security agreements and equipment schedules
well as UCC-1 financing statements.

As of the Petition Date, the Debtors are indebted to Regions in
the aggregate principal amount of $12,971,464 plus interest and
attorneys' fees.

                  About CRS Holding of America

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

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

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

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

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



CRS HOLDING: Gerard A. McHale Jr. Named Chapter 11 Trustee
----------------------------------------------------------
The U.S. Trustee asks the Bankruptcy Court to approve the
appointment of Gerard A. McHale Jr. as Chapter 11 trustee for
Holding of America, LLC et al.

To the best of the U.S. Trustee's knowledge, Mr. McHale's
connections with the Debtors, creditors, any other parties-in-
interest, their respective attorneys and accountants, the United
States Trustee, are limited to the connections set forth in the
verified statement filed in support of the application.

As reported in the Troubled Company Reporter on Sept. 8, 2014,
Guy G. Gebhart, the Acting U.S. Trustee for Region 21, asked the
Court to direct the appointment of a trustee for the Debtors.

The U.S. Trustee asserted that the appointment of a Chapter 11
trustee better serves the interests of the Debtors' estates and is
more consistent with the policy of the Bankruptcy Code, pointing
out that the scheme of the Bankruptcy Code is hostile to the
concept of a receiver in bankruptcy.  The U.S. Trustee
specifically points to Section 105(b) which expressly prohibits a
bankruptcy court from appointing a receiver.  A receiver has been
appointed for the Debtors, but the U.S. Trustee contends that the
receivership is the creation of another court and, therefore, the
receiver answers to that court, and not to the Bankruptcy Court.
Moreover, the U.S. Trustee said the receiver's appointment
resulted from an action by a secured creditor and the method by
which the receiver was selected likely did not follow a procedure
with similar safeguards designed to insure disinterestedness.

                  About CRS Holding of America

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

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

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

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

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


D&E DAIRY FARMS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: D&E Dairy Farms, LLC
        350 East Cornerstone Circle
        Casa Grande, AZ 85122

Case No.: 14-16069

Chapter 11 Petition Date: October 24, 2014

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: David Jeffrey Hindman, Esq.
                  MESCH CLARK & ROTHSCHILD PC
                  259 N Meyer Ave.
                  Tucson, AZ 85701
                  Tel: 520-624-8886
                  Fax: 520-798-1037
                  E-mail: ecfbk@mcrazlaw.com

                    - and -

                  Michael W. McGrath, Esq.
                  MESCH CLARK & ROTHSCHILD PC
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: 520-624-8886
                  Fax: 520-798-1037
                  E-mail: ecfbk@mcrazlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Daniel Nowlin, member.

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


D.A.B. GROUP: Defends Hiring of Counsel and Real Estate Broker
--------------------------------------------------------------
D.A.B. Group LLC responded to the objections of Orchard Hotel,
LLC, lender, to the retention of Goldberg Weprin Finbkel Goldstain
LLP as counsel, and Massel Knakal Realty Services as real estate
broker.

The Debtor asserts that the lender has a clear litigation agenda
in objecting to the retentions of GWFG and Massey Knakal, assuming
that potential conflicts could arise.  According to the Debtor,
the objections are logged as rhetoric and short in substance and
must be overruled.

As reported in the TCR on Sept. 4, 2014, the Debtor has tapped
Goldberg Weprin to serve as counsel at these hourly rates:

       Partner                    $495
       Associates                 $250-$425
       Paralegal                  $90-$120

The Debtor has arranged for the proposed retention of Massey
Knakal to act as the exclusive real estate broker, to
simultaneously market both the DAB Property located at 139-141
Orchard Street, New York, NY (Block 415, Lots 66 and 67), and
lease the Rivington Property located at Block 415, Lots 61 and 62,
owned by the Debtor's affiliate, 77-70 Rivington Street Realty
LLC.  The dual offering will permit the emergence of a possible
single purchaser/lessee for both the DAB Property and the
Rivington Property or for the sale of the DAB Property separately.

                         About DAB Group

D.A.B. Group LLC, owner of a stalled 16-story Allen Street Hotel
project in Orchard Street, New York, sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 14-12057) in Manhattan on July 14, 2014,
to pursue a prompt sale of the property.  The case is assigned to
Judge Shelley C. Chapman.

The property has been in the hands of a receiver since July 18,
2011.  Simon J.K. Miller, of Blank Rome LLP, serves as receiver.

J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in
New York, serves as counsel to the Debtor.

DAB Group said in a court filing that its property is continguous
to the commercial property owned by its affiliate, 77-79 Rivington
Street Realty LLC (Bankr. S.D.N.Y. Case No. 14-10339).
Accordingly, DAB's Chapter 11 case is being filed as a related
proceeding.

The Debtor is required to file its Chapter 11 plan and disclosure
statement by Nov. 12, 2014.


D.A.B. GROUP: Reorganization Plan Mulls Future Sale
---------------------------------------------------
D.A.B. Group LLC submitted a Plan of Reorganization that
contemplates a future sale of the property at 139-141 Orchard
Street, New York City.

The Plan fundamentally serves as the mechanism for distributing
the sale proceeds to the holders of allowed claims against the
Debtor with a transfer tax exemption.  Also, in conjunction with
the confirmation process, the Debtor intends to pursue a formal
adversary proceeding or objection to the mortgage claim of Orchard
Hotel LLC, challenging Orchard's entitlement to interest, default
interest, and other costs and legal fees after March 1, 2011,
based upon, inter alia, the equitable defenses outlined in the
Debtor's opposition to Orchard's pre-bankruptcy motion for summary
judgment.

Under the Plan, among other things, each holder of an Allowed
Unsecured General Claim will receive, in full and final
satisfaction of such claims, a pro rata share of the net excess
Sale proceeds and recoveries from causes of action, if any, up to
100%, after the prior payment of Administrative Expense Claims,
and allowed Class 1 and Class 2 claims in full.

In the event the allowed claims of all senior and priority
creditors are paid in full and there is sufficient cash on hand,
Class 3 General Unsecured Claims will be entitled to postpetition
interest at the Federal Judgment Rate, unless such holder consents
to other treatment.

The Plan will be implemented by the sale of the property and the
establishment of the confirmation fund and related reserves on the
closing date.

A copy of the Disclosure Statement is available for free at:

            http://bankrupt.com/misc/DABGroup_43_DS.pdf

                         About DAB Group

D.A.B. Group LLC, owner of a stalled 16-story Allen Street Hotel
project in Orchard Street, New York, sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 14-12057) in Manhattan on July 14, 2014,
to pursue a prompt sale of the property.  The case is assigned to
Judge Shelley C. Chapman.

The property has been in the hands of a receiver since July 18,
2011.  Simon J.K. Miller, of Blank Rome LLP, serves as receiver.

J. Ted Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP, in
New York, serves as counsel to the Debtor.

DAB Group said in a court filing that its property is continguous
to the commercial property owned by its affiliate, 77-79 Rivington
Street Realty LLC (Bankr. S.D.N.Y. Case No. 14-10339).
Accordingly, DAB's Chapter 11 case is being filed as a related
proceeding.

The Debtor is required to file its Chapter 11 plan and disclosure
statement by Nov. 12, 2014.


DANIEL NOWLIN FARMS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Daniel Nowlin Farms General Partnership
        350 E. Cornerstone Circle
        Casa Grande, AZ 85122

Case No.: 14-16072

Chapter 11 Petition Date: October 24, 2014

Court: United States Bankruptcy Court
       District of Arizona (Tucson)

Judge: Hon. Brenda Moody Whinery

Debtor's Counsel: David Jeffrey Hindman, Esq.
                  MESCH CLARK & ROTHSCHILD PC
                  259 N Meyer Ave.
                  Tucson, AZ 85701
                  Tel: 520-624-8886
                  Fax: 520-798-1037
                  E-mail: ecfbk@mcrazlaw.com

                    - and -

                  Michael W. McGrath, Esq.
                  MESCH CLARK & ROTHSCHILD PC
                  259 North Meyer Avenue
                  Tucson, AZ 85701-1090
                  Tel: 520-624-8886
                  Fax: 520-798-1037
                  E-mail: ecfbk@mcrazlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Daniel Nowlin, general partner.

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


DELTA AIR LINES: Fitch Raises Issuer Default Rating to 'BB'
-----------------------------------------------------------
Fitch has upgraded Delta Air Lines' (DAL) IDR to 'BB' from 'BB-'.
Fitch has also upgraded Delta's Seattle project bonds to 'BB' from
'BB-', and affirmed the Delta 2007-1 class A pass-through trust
certificates at 'BBB+'.  The Rating Outlook is Positive.

The upgrade reflects significant improvements to Delta's balance
sheet, continued solid operating performance, better than expected
free cash flow (FCF), and successful efforts to combat operating
cost inflation.  The ratings are also supported by underlying
improvements in the airline industry including consolidation among
the legacy carriers and capacity constraints, which have led to an
improved risk profile and better profitability for the industry as
a whole.  Fitch upgraded Delta's ratings to 'BB-'/Positive Outlook
in February of this year citing the possibility for further
upgrades contingent upon further leverage reduction and sustained
or improved operating margins.  Since that time Delta has met or
exceeded those expectations.

The Positive Outlook reflects Fitch's view that Delta's credit
profile will continue to improve over the intermediate term as the
company continues to list debt reduction and addressing its
underfunded pension plan as key priorities.  Several of Delta's
key credit metrics, including adjusted leverage and profitability,
could potentially support higher ratings.  Future upgrades are
possible as Fitch's confidence grows in Delta's ability to
maintain higher ratings through the inevitable cyclical and
secular stresses inherent to the industry.

Delta's underfunded pension plan remains a key overhang on the
ratings.  The plans were underfunded by $10.1 billion at year-end
2013, leading to sizeable required annual cash contributions.
These risks are partially mitigated by Delta's improving cash flow
profile, which enables the company to fund its pension
requirements while still generating positive FCF, and by Delta's
efforts to make pension contributions over and above the required
minimums.  The international economic environment is also a
concern with recent reports of softness in the Eurozone, China,
and Brazil weighing on future demand for international travel.
Other rating concerns primarily reflect risks inherent to the
airline industry.  Cyclicality, exposure to exogenous shocks (i.e.
war, terrorism, etc.), capital intensity, and sensitivity to
global oil prices remain constraining factors on the ratings.

KEY RATING DRIVERS

Improving Credit Metrics: Credit metrics at Delta have continued
to improve since Fitch upgraded Delta's rating to 'BB-' in March
of this year.  Fitch expects further improvement going forward
supported by a solid domestic demand environment and by Delta's
commitment to future debt reduction.  Fitch calculates Delta's
adjusted debt/EBITDAR at 2.5x as of Sept. 30, 2014, which is down
from 3.2x at year-end 2013 and more than 9x at year-end 2009.
Adjusted leverage is now notably lower than all other large North
American competitors with the exception of Alaska Air Group, which
Fitch rates 'BBB-'.  Fitch believes that Delta's improved credit
profile puts it in a much stronger position to weather future
market downturns.  Delta intends to further reduce debt in the
near term, setting a net adjusted debt target of $5 billion to be
reached by year-end 2016.  Fitch views this goal as achievable
given the company's capacity to produce FCF, and its track record
of bringing down debt since the previous recession.

Managing Costs: The ratings upgrade is supported by Delta's
successful efforts to manage its unit costs.  Cost per available
seat mile (CASM) ex-fuel was flat in the first three quarters of
2014 despite some pressure from salaries and related costs.  Fitch
expects non-fuel unit cost growth to remain modest in the low
single-digit range through 2015.  Delta's ongoing re-fleeting
effort, aimed at replacing smaller inefficient regional jets with
larger 76-seat regional jets (RJs) and 717s is expected to provide
some unit cost benefit.  Delta is also able to avoid heavy
maintenance checks on the small RJs that it intends to retire in
coming years.  Fitch expects Delta's well-managed unit cost growth
along with expectations for modest revenue per available seat mile
(RASM) increases to create room for further operating margin
expansion in 2015.  Margin expansion could be material if fuel
costs remain at the lower levels seen in recent weeks.

Fitch notes that the collective bargaining agreement with Delta's
pilots becomes amendable in Dec. 2015.  Unit costs could face some
pressure beyond 2015 depending on the outcome of those
negotiations.

Strong FCF and Financial Flexibility: Delta's FCF generation has
outpaced Fitch's expectations over the past year.  Delta's healthy
operating profits and manageable upcoming capex are expected to
allow the company to produce sizeable FCFs in the $3 billion range
in 2014 and 2015.  Delta has now produced positive cash flow in
each of the past five years, with cumulative FCF totaling more
than $7.3 billion over that time period.  The capacity to
consistently produce positive FCF, particularly in the sustained
high fuel-price environment of recent years, was a key
consideration in the ratings upgrade.

Total liquidity as of Sept. 30, 2014 was equal to 16% of LTM
revenue.  Liquidity consists of $2.5 billion of cash &
equivalents, $1.9 billion of short-term investments, and $2
billion of revolver availability.  While some of Delta's airline
peers have a higher liquidity balance on a cash/revenue basis,
Fitch considers DAL's current liquidity balance to be more than
adequate to fund near-term requirements, particularly since the
company is consistently generating solid cash flow.  Fitch's base
case forecasts that DAL will generate cumulative cash flow from
operations of more than $17 billion between 2014-2016, greatly
exceeding anticipated capex, dividends, and debt maturities.

Manageable Cash Obligations: Fitch expects capital expenditures to
total between $2 billion-$2.5 billion annually for the next
several years, the majority of which will consist of new aircraft
deliveries as Delta takes 737-900ERs, A330-300s starting in 2015
and A321s starting in 2016.  Debt maturities range from $1 billion
to $1.4 billion annually over the next three years.  These
obligations are manageable in light of Delta' expected cash
generation.

Fitch also expects Delta to manage its dividend and share
repurchase programs prudently.  Delta announced a 50% dividend
increase earlier in 2014, increasing the payout to roughly $300
million per year.  Delta's board also authorized a $2 billion
share repurchase program to be completed by year-end 2016.  This
comes after the company's May 2013 announcement that it would
complete a $500 million repurchase program by the end of 2015.
The program was completed nearly two years ahead of schedule,
prompting a much larger repurchase allowance.  Fitch does not
consider shareholder returns at these levels to be constraints on
the ratings given Delta's ability to generate cash.  However
shareholder-friendly activities could present a credit concern in
the future if they were pursued at the expense of a healthy
balance sheet.

Sizeable Pension Obligations: Delta's underfunded pension plans
remain a concern.  As of year-end 2013 Delta's defined benefit
plans were underfunded by $10.1 billion.  Fitch expects that
figure to increase at year-end 2014 due to the prevailing interest
rate environment.  Risks posed by the underfunded plans are
partially offset by Delta's efforts to make contributions over and
above minimum required funding amounts and by the company's steady
FCF generation.  Delta contributed $250 million above the minimum
required amount in the first half of 2014 bringing the total
contribution to $905 million.  The company anticipates making
similar annual contributions going forward.  Nevertheless,
pensions are expected to remain a sizeable liability for the
foreseeable future.

Strong Operating Results: Operating margins continue to expand,
reflecting consistent RASM growth and managed cost pressures.
Delta has maintained above-industry-average PRASM growth since
fully completing its integration of Northwest with results driven
by its formidable route network and an improving share of
corporate travel.  Fitch believes that operating margins have room
for further expansion in coming years as Delta works to revamp its
regional jet fleet and its operations in New York continue to
mature.  Fitch also expects continued modest macroeconomic growth
in 2014 and 2015, positive trends in travel demand, and capacity
discipline across the industry, which will foster a healthy
operating environment.  Business travel trends are particularly
robust, which is important given Delta's increased focus on
growing its share of lucrative corporate travelers.

Delta 2007-1 Pass Through Trust Certificates:

In its review of Delta's ratings, Fitch has also affirmed the
ratings for the company's 2007-1 series class A certificates at
'BBB+'.  Fitch's senior tranche EETC ratings are primarily based
on a top-down analysis of the collateral, and were not affected by
the upgrade to Delta's IDR.  The ratings are supported by the
structure's ability to withstand Fitch's 'BBB' level stress test
while maintaining a loan-to-value (LTV) below 100%.  This suggests
that senior tranche holders would receive full recovery prior to a
default, even in a harsh stress scenario.  The ratings are also
supported by low base LTVs through the life of the transaction, a
moderate-to-high affirmation factor, and Delta's improving credit
profile.

RATING SENSITIVITIES

Future developments that may, individually or collectively, lead
to a positive rating action include:

   -- EBITDAR margins approaching or exceeding 20% (at Sept. 30,
      2014: 19.3%);
   -- Sustained FCF margins of 5% of revenue or higher;
   -- Continued progress towards reducing underfunded pension
      balance;
   -- Sustained funds from operations fixed-charge coverage ratio
      above 4x (at June 30, 2014: 3.65x).

A negative rating action is not anticipated at this time.
However, future actions that may individually or collectively lead
to a negative rating action include:

   -- Increased operating costs, either fuel or non-fuel related,
      that are not adequately matched by higher ticket prices
      leading to reduced operating margins;

   -- A substantial increase in dividends or stock repurchases
      that comes at the expense of a healthy balance sheet;

   -- An unexpected and protracted drop in the demand for air
      travel.

Fitch has taken these rating actions:

Delta Air Lines, Inc

   -- IDR upgraded to 'BB' from 'BB-';
   -- $1.2 billion senior secured revolving credit facility due
      2016 affirmed at 'BB+';
   -- $1.4 billion senior secured term loan due 2017 affirmed at
      'BB+'.
   -- $450 million senior secured revolving credit facility due
      2017 affirmed at 'BB+';
   -- $1.1 billion senior secured term loan B-1 due 2018 affirmed
      at 'BB+';
   -- $400 million senior secured term loan B-2 due 2016 affirmed
      at 'BB+'.

Delta Air Lines 2007-1 Pass-Through Trust:

   -- DAL 2007-1 class A certificates affirmed at 'BBB+'.

Industrial Development Corporation (IDC) of the Port of Seattle
special facilities revenue refunding bonds, series 2012 (Delta Air
Lines, Inc. Project):

   -- $66 million due April 1, 2030 upgraded to 'BB' from 'BB- '.


ENERGY FUTURE: Anticipates Auction in February 2015
---------------------------------------------------
Tom Hals at Reuters reports that Energy Future Holdings Corp.
anticipates an auction of its interest in power transmission
business, Oncor, in February.

Potential bidders include NextEra Energy Inc, Hunt Consolidated
Inc, and Centerpoint Energy Inc, Reuters relates, citing people
familiar with the matter.

According to Reuters, creditors opposed the structure of the
proposed auction, claiming that it would lock the Company into a
reorganization that would provide billions of dollars of tax
benefits for one group of senior lenders.

Stephen Hessler, Esq., at Kirkland & Ellis, the attorney for the
Company, said that if creditors can demonstrate a better structure
exists, then the Company will consider it, Reuters states.

                     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.


ENERGY FUTURE: Omicron Transfers $4,935 Claim to Sonar Credit
-------------------------------------------------------------
In the Chapter 11 case of Energy Future Holdings Corp., one claim
switched hands from Oct. 7, 2014:

     Transferee                    Transferor         Claim Amount
     ----------                    ----------         ------------
Sonar Credit Partners III, LLC  Omicron Controls Inc   $4,935.00

                       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.


ENVIRO BUILDERS: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Enviro Builders, LLC
        2836 Highway 41 S
        Henderson, GA 31025

Case No.: 14-52558

Chapter 11 Petition Date: October 24, 2014

Court: United States Bankruptcy Court
       Middle District of Georgia (Macon)

Debtor's Counsel: Calvin L. Jackson, Esq.
                  CALVIN L. JACKSON, PC
                  1259 Russell Parkway, Suite T
                  Warner Robins, GA 31088
                  Tel: 478-923-9611
                  Fax: 478-923-1795
                  E-mail: cljpc@mgacoxmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $50,000 to $100,000

The petition was signed by Wendell James Kersey, managing member.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/gamb14-52558.pdf


EUGENE THOMAS: Malpractice Suit Against Miller Canfield Remanded
----------------------------------------------------------------
The Court of Appeals of Michigan vacated a trial court order
denying Miller Canfield Paddock & Stone's motion in limine to
assert a wrongful conduct defense and remanded for further
proceedings to determine what, if any, of Eugene J. Thomas and
Walter Thomas et al's claims remain.

The Thomases filed a legal malpractice case against Miller
Canfield.  The case giving rise to the malpractice litigation
involved an action brought by Computer Business World, L.L.C.,
against the Thomases.

The Thomases filed chapter 11 bankruptcy petitions in 2009.

Computer Business World filed an adversary proceeding against
them, arguing that the Thomases' debts were nondischargeable due
to fraud.  The bankruptcy court, relying on an arbitrator's
finding that the Thomases acted fraudulently, applied the
principle of collateral estoppel and concluded that the debt was
nondischargeable.

The legal malpractice case is, EUGENE J. THOMAS, WALTER JAMIL
a/k/a WISAM JAMIL a/k/a WALTER THOMAS, SCD ENTERPRISES, L.L.C.,
a/k/a TBI ENTERPRISES, L.L.C., CBW TECHNOLOGIES, INC., a/k/a TBI
TECHNOLOGIES, INC., CBW ENTERPRISES, INC., a/k/a TBI FRANCHISING,
INC., AMERICAN EAGLE WARRANTY CORP., a/k/a TBI WARRANTY, INC., and
TIME SQUARE, INC., a/k/a TBI MARKETING, INC., Plaintiffs-
Appellees, v. MILLER CANFIELD PADDOCK & STONE, Defendant-
Appellant, NO. 314374 (Mich. App.).  A copy of the Court's October
21, 2014 decision is available at http://is.gd/6rlM2Mfrom
Leagle.com.


FAIRPOINT COMMUNICATIONS: Workers Protest Contract Concessions
--------------------------------------------------------------
Tom Bell at Portland Press Herald reports that employees at
FairPoint Communications, Inc.'s Maine, New Hampshire and Vermont
facilities have walked off their jobs.

Union leaders said that it has become clear the Company won't back
off its demand for more than $700 million in contract concessions,
Portland Press relates.  According to the report, the employees
said they are worried most about proposals to take out provisions
in the contract in order to allow the Company to outsource their
work to lower-paid, non-union workers who live out of state.

Portland Press says that Jenny Nappi of Portland, staff member for
Pete McLaughlin, who heads the unions' bargaining committee, met
with the Company to try to convince it to change its position, but
was unsuccessful.

The Company has not moved from its first proposal in April, a list
of concessions that include reduced health care coverage and a
freeze in pensions, Portland Press states, citing Matt Hayes of
Windham, who works as service technician shop steward for IBEW
Local 2327.

                   About FairPoint Communications

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- owns and operates local exchange
companies in 18 states offering advanced communications with a
personal touch, including local and long distance voice, data,
Internet, television and broadband services.  FairPoint is traded
on the New York Stock Exchange under the symbols FRP and FRP.BC.

FairPoint and its affiliates filed for Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 09-16335) on Oct. 26, 2009.  Rothschild
Inc. is acting as financial advisor for the Company; AlixPartners,
LLP, as the restructuring advisor; and Paul, Hastings, Janofsky &
Walker LLP is the Company's counsel.  BMC Group is the claims and
notice agent.

As of June 30, 2009, FairPoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities, $2.91
billion in total long-term liabilities, and $1.23 million in
stockholders' equity.

Andrews Kurth is counsel to the Official Committee of Unsecured
Creditors.  Altman Vilandrie is the operational consultant to the
Creditors' Committee.  Verrill Dana is the Creditors' Committee's
special regulatory counsel.  Jeffries serves as the Creditors'
Committee's financial advisor.

FairPoint on Jan. 24, 2011, successfully completed its balance
sheet restructuring and emerged from Chapter 11.  As a result of
the restructuring, FairPoint reduced its outstanding debt by
roughly 64%, from roughly $2.8 billion -- including interest rate
swap liabilities and accrued interest -- to roughly $1.0 billion.
In addition, the Company has a $75 million revolving credit
facility available for working capital and general corporate
purposes.  Existing stock in the Company was cancelled and holders
did not receive any distributions.

                          *     *     *

The Troubled Company Reporter, on Feb. 4, 2013, reported that
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating and '3' recovery rating to Charlotte, N.C.-based incumbent
local exchange carrier (ILEC) FairPoint Communications Inc.'s
proposed $650 million senior secured term loan B, $75 million
revolving credit facility, and $300 million of secured notes.  The
company will use proceeds to repay borrowings under its existing
bank loan, which currently totals about $950 million.


FCC HOLDINGS: Panel Gets OK to Retain Womble Carlyle as Co-Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the case of FCC
Holdings, Inc. et al. sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to retain Womble
Carlyle Sandridge & Rice, LLP, as its co-counsel.

As co-counsel to the Creditors Committee, Womble Carlyle is
expected to provide these services:

   -- Provide legal advice as necessary with respect to the
      Committee's powers and duties as an official committee
      appointed under Bankruptcy Code section 1102;

   -- Assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the Debtors,
      the operation of the Debtors' businesses, potential claims,
      and any other matters relevant to the case, to the sale of
      assets, or to the formulation of a plan of reorganization or
      liquidation; and

   -- Participate in the formulation of that plan.

The firm's standard rates are:

     Professional                          Hourly Rates
     ------------                          ------------
       Partners                            $290 - $710
       Of Counsel                          $315 - $695
       Senior Counsel                      $415 - $415
       Counsel                             $225 - $450
       Associates                          $225 - $450
       Paralegals                           $65 - $320

Matthew P. Ward, Esq., a partner at Womble Carlyle, assures the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.

The Firm's professionals can be reached at:

         Matthew P. Ward, Esq.
         Ericka F. Johnson, Esq.
         222 Delaware Avenue, Suite 1501
         Wilmington, Delaware 19801
         Tel: (302) 252-4320
         Fax: (302) 252-4330
         E-mail: maward@wcsr.com
         E-mail: erjohnson@wcsr.com

                        About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on
Aug. 25, 2014.

Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates
provide quality postsecondary education in fourteen states.  The
FCC schools were started by David Knobel in 1994 in Fort
Lauderdale, Florida, and, as of the bankruptcy filing, are owned
by Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools --
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools.

The Debtors' outstanding secured obligations are $49,000,000, plus
interest and fees, comprised of: Tranche A Loans of $18.6 million,
Tranche B Loans of $29.1 million, and existing letters of credit
of $1.39 million.  The Debtors also have unsecured debt of
$15 million.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.


FCC HOLDINGS: Panel Gets OK to Retain Ottenbourg PC as Co-Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the case of FCC
Holdings, Inc. et al. sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to retain
Ottenbourgh P.C. as its co-counsel.

As co-counsel to the Creditors Committee, Ottenbourgh P.C. is
expected to provide these services:

   -- Assist and advise the Committee in its consultation with
      the Debtors relative to administration of these cases;

   -- Attend meetings and negotiate with the representatives of
      the Debtors and other parties in interest including, among
      others. IEC Corporation and Bank of Montreal; and

   -- Assist and advise the Committee in its examination
      analysis of the conduct of the Debtors' affairs.

The firm's standard rates are:

      Professional                    Hourly Rates
      ------------                    ------------
      David M. Posner                  $835
      Jessica M. Ward                  $575
      Gianfranco Finizio               $425

David M. Posner, Esq., a lawyer at FCC Holding, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

         David M. Posner, Esq.
         Gianfranco Finizio, Esq.
         Otterbourg P.C.
         230 Park Avenue
         New York, NY 10169-0075
         Tel: (212) 661-9100
         Fax: (212) 682-6104
         E-mail: dposner@otterbourg.com
                 gfinizio@otterbourg.com

                       About FCC Holdings

FCC Holdings, Inc., and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 14-11987) in Delaware on
Aug. 25, 2014.

Headquartered in Ft. Lauderdale, Florida, FCC and its affiliates
provide quality postsecondary education in fourteen states.  The
FCC schools were started by David Knobel in 1994 in Fort
Lauderdale, Florida, and, as of the bankruptcy filing, are owned
by Greenhill Capital Partners.

Prior to the Petition Date, the Company, which currently operates
under the name "Anthem Education," had three sets of schools --
the 14 Florida Career College schools; the 22 Anthem Education
schools; and the 5 US Colleges schools.

The Debtors' outstanding secured obligations are $49,000,000, plus
interest and fees, comprised of: Tranche A Loans of $18.6 million,
Tranche B Loans of $29.1 million, and existing letters of credit
of $1.39 million.  The Debtors also have unsecured debt of
$15 million.

Judge Christopher S. Sontchi is assigned to the Chapter 11 cases.

The Debtors have tapped Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as counsel, and KCC as claims and notice agent.

The U.S. Trustee has appointed three members to the Official
Committee of Unsecured Creditors.


FIRSTMED LLC: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Firstmed, LLC
        907 Buford Road, Ste. 300
        Cumming, GA 30041

Case No.: 14-22502

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 24, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: Joel M. Haber, Esq.
                  LAW OFFICE OF JOEL M. HABER
                  2365 Wall Street, Suite 120
                  Conyers, GA 30013
                  Tel: (770) 922-9080
                  E-mail: joel@joelhaber.com

Total Assets: $2.30 million

Total Liabilities: $2.09 million

The petition was signed by Gregg H. Kennedy, member.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/ganb14-22502.pdf


FL 6801: Plan Deadline Extended to Dec. 1 Amid Sale Delays
----------------------------------------------------------
The Bankruptcy Court extended FL 6801 SPIRITS LLC, et al.'s
exclusive periods to file a chapter 11 plan until Dec. 1, 2014,
and solicit acceptances for that plan until Feb. 2, 2015.

As reported in the TCR on Oct. 9, 2014, the Debtors explained that
before their Chapter 11 filing, they pursued a sale of their
interest in the luxury full-service, ocean front condominium hotel
located at the site of the old Carillon Hotel in Miami Beach,
Florida.  An extensive marketing process was led by CBRE.  A
contract purchaser was found but terminated the agreement as a
matter of right after the Home Owners Association filed state
court litigation in February 2014.  However, the Debtors
negotiated with the Association for the purchase of the property.

360 Miami Hotel and Spa offered a $12 million stalking horse bid
for the Debtors' interest in the property.  The motion to approve
such sale was filed on May 28, 2014, but, Brown Rudnick, counsel
for the Home Owners Association, filed its preliminary objection
on June 19, 2014.

On July 1, 2014, the Court, with the consent of the Association,
approved bidding procedures and bid protections.  Thus, on August
19, 2014, the Debtors conducted the auction and seven qualified
bidders competed.

Z Capital and North beach offered the highest bid in the amount of
$21.6 million and $21.5 million, respectively.  6801 Collins' bid
only reached $19 million.

On Aug. 26, 2014, the Association filed a supplemental objection
for the sale.  But, the Court encouraged the Debtors and the
Association to work toward a consensual resolution of the sale.

The requested extension, the Debtors said, is necessary to provide
them with the time needed to either reach a resolution with the
Association or proceed with the Sale pursuant to the Sale order.
Moreover, an extension will provide the Debtors with sufficient
time to evaluate the claims that have been filed in the Chapter 11
cases, many of which was filed just one week before the September
12 claims bar date.

                     About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.  The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full-
service, ocean front condominium hotel located at the site of the
old Carillon Hotel in Miami Beach, Florida.  The current operator
of the hotel, Canyon Ranch Living, is not a debtor, and operations
at the property are expected to continue without interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Lehman's Chapter 11 plan became
effective on March 6, 2012.


FL 6801: Z Capital Wants Compliance with Bidding Procedures Order
-----------------------------------------------------------------
Z Capital Partners, L.L.C., asks the Bankruptcy Court to direct FL
6801 Spirits, et al., to comply with the bidding and sale
procedures in all respects, including by rejecting all bids made
after the close of the auction.

Alternatively, if the Debtors are permitted to reopen bidding, the
Debtors must comply with, among other things, disclosing the
proposed terms of the fifth 6801 North Collins Hotel LLC' bid,
including the Debtors' valuation of the litigation contingency,
and allowing Z Capital to continue bidding.

According to Z Capital, the Debtors named Z Capital as the
successful bidder after the auction concluded.  Following the
auction, Z Capital bid $4.6 million more than the Home Owners
Association's favored bidder, 6801 Collins, a difference of
approximately 27%.  While 6801 Collins' bid was premised on the
Associations' withdrawing their litigation, the Debtors have
repeatedly expressed their view that the Associations' litigation
is without merit, so the value of the "litigation contingency"
essentially equated to defense costs.

On Oct. 7, 2014, the Debtor announced that they were close to
reaching an agreement with 6801 Collins pursuant to which the
Debtors will sell substantially all their assets to 6801 Collins
through a plan.

Z Capital asserts that in allowing 6801 Collins to continue
bidding, the Debtors have violated the bidding procedures order
and have been unfair to all bidders.  The Debtors must be
compelled to comply with the bidding procedures order and must not
be allowed to accept post-auction bids.

Z Capital is represented by:

         David Heller, Esq.
         James Ktsanes, Esq.
         LATHAM & WATKINS LLP
         885 Third Avenue
         New York, NY 10022-4834

                - and -

         330 N. Wabash Avenue, Suite 2800
         Chicago, IL 60611
         Tel: (312) 876-7700

                     About FL 6801 Spirits

FL 6801 Spirits LLC, a wholly owned subsidiary of Lehman Brothers
Holdings Inc. and three of its wholly owned subsidiaries filed
voluntary Chapter 11 petitions, seeking bankruptcy protection for
their condominium hotel property in Miami Beach.  The affiliates
are FL 6801 Collins North LLC, FL 6801 Collins Central LLC, and FL
6801 Collins South LLC.

FL Spirits' Canyon Ranch Living Hotel and Spa is a luxury full-
service, ocean front condominium hotel located at the site of the
old Carillon Hotel in Miami Beach, Florida.  The current operator
of the hotel, Canyon Ranch Living, is not a debtor, and operations
at the property are expected to continue without interruption.

FL Spirits and the three affiliates companies have sought joint
administration, with pleadings to be maintained at FL 6801's case
docket (Bankr. S.D.N.Y. Lead Case No. 14-11691).

FL Spirits has tapped Togut, Segal & Segal LLP as general
bankruptcy counsel, Shutts & Bowen LLP as special real estate
counsel, CBRE, Inc., as real estate broker, and Prime Clerk as
claims and notice agent.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Lehman's Chapter 11 plan became
effective on March 6, 2012.


FLORIDA GAMING: Creditor Trustee Taps LCL as Insurance Co-Counsel
-----------------------------------------------------------------
Soneet R. Kapila, the creditor trustee of the Florida Gaming
Creditor Trust, asks the Bankruptcy Court for approval to employ
Derek E. Leon and Leon Cosgrove, LLC as special litigation
insurance counsel.

LCL will serve as co-special litigation insurance counsel on a 30%
contingency fee basis to jointly prosecute with the law firm of
Genovese Joblove & Battista, P.A. certain third party claims
involving the Debtors' former officers and directors.

LCL will, among other things:

   -- advise and assist the Creditor Trustee with regard to
available insurance coverage under the policies;

   -- negotiate with the insurers and their counsel on behalf of
the Creditor Trustee;

   -- advise and assist the Creditor Trustee with respect to
settlement negotiations with the insurance carriers and, if
necessary, mediate claims;

   -- represent the Creditor Trustee at hearings and other
proceedings concerning insurance related issues; and

   -- generally advise the Creditor Trustee and GJB with respect
to insurance related matters.

LCL's services will not duplicate those of the Creditor Trustee's
general counsel, Salazar Jackson, LLP.

Pursuant to the fee agreement proposed, the 30% contingency fee
will be allocated as: (i) LCL will be paid 5% (as insurance co-
counsel) of gross recoveries in respect of the D&O Claims; and
(ii) the law firm of GJB will be paid 25% (as lead litigation
counsel) of gross recoveries in respect of the D&O Claims.

                       About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  The Debtors
are represented by Luis Salazar, Esq. and Jesse R. Cloyd, Esq. at
Salazar Jackson, LLP of Miami, Florida.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.

                           *     *     *

The Debtors have sold their assets to Fronton Holdings, LLC, an
entity established by ABC Funding.  The $140,000,000 purchase
price consisted of a credit bid of $99,907,336 on account
of the Loan Claim and cash in the amount of $40,092,664.  The
Bankruptcy Court approved the sale on April 7, 2014.  The parties
consummated the 363 Sale on April 30.

The Debtors have submitted to the Bankruptcy Court a Disclosure
Statement explaining their Second Amended Joint Plan of
Liquidation dated June 16, 2014.  The Plan serves as a separate
plan of liquidation for each of the Debtors.  The Plan does not
seek to effect a substantive consolidation or other combination of
the separate estates of each Debtor but instead provides that
creditors of each Debtor will be permitted to assert their claims
only against the Debtor(s) which they hold Allowed Claims.

The Bankruptcy Court on July 23, 2014, entered an order confirming
Florida Gaming Corporation and its subsidiary, Florida Gaming
Centers, Inc.'s Second Amended Joint Chapter 11 Plan of
Liquidation dated July 16, 2014.


FLORIDA GAMING: Trustee Taps Genovese Joblove for D&O Claims
------------------------------------------------------------
Soneet R. Kapila, the creditor trustee of the Florida Gaming
Creditor Trust, asks the Bankruptcy Court for approval to employ
Glenn D. Moses, and the law firm of Genovese, Joblove & Battista,
P.A., as special litigation counsel nunc pro tunc to Aug. 6, 2014.

GJB will serve as co-special litigation counsel on a 30%
contingency fee basis to jointly prosecute with the law firm of
Leon Cosgrove, LLC certain third party claims involving the
Debtors' former officers and directors.

The professional services that GJB is expected to render to the
Creditor Trustee include: (i) the continuation of any pending
claim objections and outstanding issues regarding the allowance of
claims against the estates; and (ii) prosecution of the D&O
Claims.

GJB's services will not duplicate those of the Creditor Trustee's
general counsel, Salazar Jackson, LLP.

Pursuant to the fee agreement proposed, the 30% contingency fee
will be allocated as: (i) the law firm of GJB will be paid 25% (as
lead litigation counsel) of gross recoveries in respect of the
D&O Claims); and (ii) LCL will be paid 5% (as insurance co-
counsel) of gross recoveries in respect of the D&O Claims.

The hourly rates will be: (i) for the attorneys at GJB, rates
will range from $200 to $600 per hour; and (ii) for the legal
assistants at GJB, rates will range from $125 to $195.

GJB has received no retainer from the Creditor Trustee.

                       About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.  Its parent, Florida Gaming Corp.
(FGMG:US), and two other affiliates also sought court protection.

Bankruptcy Judge Robert A. Mark oversees the case.  The Debtors
are represented by Luis Salazar, Esq. and Jesse R. Cloyd, Esq. at
Salazar Jackson, LLP of Miami, Florida.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.

                           *     *     *

The Debtors have sold their assets to Fronton Holdings, LLC, an
entity established by ABC Funding.  The $140,000,000 purchase
price consisted of a credit bid of $99,907,336 on account
of the Loan Claim and cash in the amount of $40,092,664.  The
Bankruptcy Court approved the sale on April 7, 2014.  The parties
consummated the 363 Sale on April 30.

The Debtors have submitted to the Bankruptcy Court a Disclosure
Statement explaining their Second Amended Joint Plan of
Liquidation dated June 16, 2014.  The Plan serves as a separate
plan of liquidation for each of the Debtors.  The Plan does not
seek to effect a substantive consolidation or other combination of
the separate estates of each Debtor but instead provides that
creditors of each Debtor will be permitted to assert their claims
only against the Debtor(s) which they hold Allowed Claims.

The Bankruptcy Court on July 23, 2014, entered an order confirming
Florida Gaming Corporation and its subsidiary, Florida Gaming
Centers, Inc.'s Second Amended Joint Chapter 11 Plan of
Liquidation dated July 16, 2014.


FREEDOM GROUP: Moody's Lowers Corporate Family Rating to B2
-----------------------------------------------------------
Moody's Investors Service downgraded Freedom Group, Inc.'s
Corporate Family Rating to B2 from B1. The downgrade reflects
Moody's view that Freedom Group's weak operating performance and
credit metrics are unlikely to return to levels expected for a B1
consumer durable company in the next couple of years. The rating
on the $575 million term loan was downgraded to B2 from Ba3 and
the rating on the secured notes was downgraded to Caa1 from B3.
The SGL 1 speculative grade liquidity rating was affirmed. The
rating outlook is stable.

"We expect continued pressure on revenue and EBITDA for the
remainder of 2014 before it starts to stabilize next year," said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.
"We think debt/EBITDA will rise above 7 times by the end of 2014
and remain above 6 times in 2015," noted Cassidy. Moody's expects
leverage to be sustained between 5 and 6 times.

The two notch downgrade in the term loan to B2 from Ba3 reflects a
recent change in the relative mix of the capital structure when
$75 million was added to the unrated ABL revolving credit facility
(now $250 million) resulting in higher loss absorption for the
term loan.

Ratings downgraded:

Corporate Family Rating to B2 from B1;

Probability of Default Rating to B2-PD from B1-PD;

$575 million secured term loan due 2019 to B2 from Ba3 (LGD 3) ;

$250 million secured notes due 2020 to Caa1 from B3 (LGD 5)

Rating affirmed:

Speculative grade liquidity rating at SGL 1

Ratings Rationale

Freedom Group's B2 Corporate Family Rating reflects its modest
size with revenue of around $1 billion, volatility in demand,
narrow product focus in firearms, ammunition and related areas and
exposure to volatile raw material prices (i.e., copper and lead).
The rating also reflects consumer's vulnerability to gas prices
and the corresponding impact on discretionary purchases. EBIT
margins are solid at around 11%, but leverage is high at almost
6.5 times. Moody's expects leverage to increase to over 7 times in
2014, but then decline as earnings stabilize and the company
repays debt with free cash flow. Rating benefits from the strong
brand recognition of operating companies such as Remington Arms
and Bushmaster, an expanding base of firearm enthusiasts, solid
market share and a strong liquidity profile.

The stable outlook reflects Moody's view that Freedom Group will
maintain a very good liquidity profile and sustain leverage,
measured as debt/EBITDA, between 5 and 6 times, recognizing that
leverage will likely exceed these levels in the short-term.

If revenue and earnings don't begin to stabilize in the next few
quarters, ratings could be downgraded. Ratings could also be
downgraded if liquidity materially declines or if leverage
doesn't begin to recede next year. Key credit metrics that could
prompt a downgrade are: debt/EBITDA sustained above 6.5 times,
retained cash flow/net debt maintained in the low single digits or
persistent single digit EBIT margins.

There is limited near-term upward rating pressure given the
company's weak operating performance, high leverage and narrow
product focus. Key credit metrics that could prompt an upgrade
over the longer term are: debt/EBITDA sustained below 5 times,
retained cash flow/net debt maintained around 15% and recurring
mid teen EBIT margins.

The principal methodologies used in this rating were Consumer
Durables Industry published in September 2014. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Freedom Group is a supplier of firearms, ammunition and related
products with leading market positions across its major product
categories. The company designs, manufactures, and markets a broad
product line which services the hunting, shooting sports, law
enforcement and military end-markets under recognized brands
including Remington, Marlin, Bushmaster, and DPMS/Panther Arms,
among others. Revenue for the twelve months ended June 30, 2014,
approximated $1.1 billion. The company is controleld by Cerberus
Capital Management.


GMG CAPITAL: AVP Seeks to Convert Bankruptcy Case to Chapter 7
--------------------------------------------------------------
Athenian Venture Partners I, L.P. and Athenian Venture Partners
II, L.P. (collectively, AVP) filed a motion with the U.S.
Bankruptcy Court seeking an order to convert the chapter 11 cases
of GMG Capital Partners III, L.P., et al., into chapter 7
proceedings.

Two of the Debtors have finally, after over a year in bankruptcy,
filed a purported chapter 11 plan.  AVP however complains that the
"plan" contains none of the terms most important to the Debtors'
creditors and other stakeholders -- namely, the amount of the
Debtors' assets being sold to fund the plan, the amount of money
the Debtors will receive for that sale and the time that the sale
will close.

Instead, the "plan" is a nearly-blank form that contains nothing
of substance, except perhaps non-consensual third-party releases
for the benefit of the Debtors' insiders, AVG contends.

Moreover, AVG continues, the "plan" only covers two of the
Debtors, GMG III and GMG Companion, and, perhaps most egregiously,
the Debtors have failed to file a disclosure statement concerning
the "plan" in violation of Rule 3016(b) of the Federal Rules of
Bankruptcy Procedure.

AVP relates that the Debtors' cases have now been pending for over
a year and as the monthly operating reports demonstrate, the
Debtors are not operating entities -- they have no employees,
create no goods, provide no services, make no sales, and collect
no revenues; and are not actively investing in any companies or
properties.  Instead, they are fully-invested venture capital
vehicles whose sole purpose is to hold certain speculative
investments, namely stock in several unproven technology
companies, AVP notes.  The Debtors, AVP relays, have held these
stocks for over ten years at this point.

Now, a year into these bankruptcy cases, the Debtors still appear
to be unable to propose a confirmable chapter 11 plan -- leaving
two of the Debtors to file a bare-bones plan with no detail
concerning how distributions will be funded and the other two
Debtors with zero prospects for exiting bankruptcy, AVP maintains.

"The only sensible path forward," AVP argues, "is for the Debtors
to promptly sell sufficient assets to meet their obligations
without further delay."

Consequently, because the Debtors' insiders are not acting with
creditors' best interests at heart, it is time for these cases to
be converted to chapter 7 to allow a neutral fiduciary to
liquidate the estates' assets or be dismissed to allow creditors
to enforce their state law rights, AVP tells the Court.

Athenian Venture Partners I, L.P. and Athenian Venture Partners
II, L.P., are represented by:

         HALPERIN BATTAGLIA RAICHT, LLP
         40 Wall Street, 37th Floor
         New York, NY 10005
         Tel No: (212) 765-9100
         Fax No: (212) 765-0964
         E-mail: ahalperin@halperinlaw.net

           -- and --

         MORRIS, NICHOLS, ARSHT & TUNNELL LLP
         Derek C. Abbott, Esq.
         Daniel B. Butz, Esq.
         1201 North Market Street
         P.O. Box 1347
         Wilmington, Delaware 19899
         Tel No: (302) 658-9200
         Fax No: (302) 658-3989
         E-mail: dabbott@mnat.com
                 dbutz@mnat.com

                    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.


GOODRICH PETROLEUM: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised the rating outlook on
Goodrich Petroleum Corp. to negative from stable.  S&P also
affirmed its 'B-' corporate credit rating on Goodrich and its
'CCC' issue-level rating on the company's senior unsecured debt.
The recovery rating on this debt is '6', which indicates S&P's
expectation of negligible (0% to 10%) recovery to creditors if a
default occurs.  In addition, S&P affirmed its 'CCC-' issue-level
rating on Goodrich's perpetual preferred stock.

"We expect Goodrich's liquidity to deteriorate next year absent
potential asset sales, a joint-venture arrangement, or a
meaningful reduction in capital spending.  Based on our view that
the company will continue to pursue its strategy of delineating
its large acreage position in the emerging Tuscaloosa Marine Shale
(TMS) oil play, and that it will spend at least as much in the
play next year as it plans to spend in 2014 ($200 million to $250
million), we believe the company will have to take steps to raise
external capital over the next six months to preserve liquidity.
Goodrich has indicated that it is evaluating noncore asset sales
and it continues to pursue a joint-venture partner for the TMS;
however, the recent drop in crude oil prices could slow the
process.  Alternatively, Goodrich could reduce its capital
spending levels in 2015, but would risk losing some of its TMS
acreage," S&P said.  "We have revised the rating outlook on
Goodrich to negative to reflect a potential downgrade if the
company does not take steps to improve liquidity, such as
executing on asset sales, finding a joint-venture partner, or
significantly reducing capital spending, over the next six
months," said Standard & Poor's credit analyst Carin Dehne-Kiley.

S&P views Goodrich's business risk profile as "vulnerable" given
its small size, limited geographic diversity, and meaningful
exposure to weak natural gas prices, although the company has been
shifting to oil production over the past two years.  At year-end
2013, Goodrich's proven reserve base was 452 billion cubic feet
equivalent, 73% of which was natural gas and 39% of which was
developed.  The company has high exposure to dry gas, the pricing
of which S&P expects to remain well below crude oil on an energy
equivalent basis.  Nearly 80% of the company's reserves are
associated with dry gas plays in the Haynesville Shale and Cotton
Valley sands (Louisiana/East Texas), with about 15% in the oil-
focused Eagle Ford Shale (South Texas) and 5% in the emerging TMS
(Mississippi/Louisiana).

The negative outlook reflects a potential downgrade if the company
does not take steps to improve liquidity, such as executing on
asset sales or reducing capital spending, over the next six
months.

S&P could revise the outlook to stable if it expected sources of
liquidity to exceed uses over the next 12 months, which would most
likely occur if Goodrich can raise external capital through asset
sales or a joint-venture, or by meaningfully reducing capital
spending.


GT ADVANCED: U.S. Trustee Names 7 Members to Creditors' Panel
-------------------------------------------------------------
William K. Harrington, U.S. Trustee for Region 2, notified the
U.S. Bankruptcy Court for the District of New Hampshire that he
has appointed seven members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of GT Advanced Technologies,
Inc., and its debtor affiliates.

The Committee members are:

   (1) Manz, AG
       Steigaeckrstr. 5
       72768 Reutlingen
       Germany
       Attn: Mr. Martin Hipp, CFO

   (2) US Bank National Association, as Trustee
       60 Livingston Avenue
       St. Paul, MN 55107
       Attn: Mr. Barry Ihrke, Vice President

   (3) Fidelity Financial Trust:
       Fidelity Convertibles Securities Investment Fund
       245 Summer Street
       Boston, MA 02110
       Attn: Mr. Nate Van Duzer, Managing Director

   (4) Elmet Technologies, Inc.
       1560 Lisbon Street
       Lewiston, ME 04240
       Attn: Mr. Shaun Martin, CRO

   (5) Meyer Burger AG
       Schorenstrasse 39
       CH-3645 Gwatt (Thun)
       Switzerland
       Attn: Mr. Derek B. Taylor, CFO for
       Subsidiary, Diamond Materials Tech, Inc.

   (6) SGL Carbon LLC
       10130 Perimeter Parkway, Suite 500
       Charlotte, NC 28216-2442
       Attn: Mr. Jason Lang

   (7) Sanmina Corporation
       2700 N. First Street
       San Jose, CA 95134
       Attn: Mr. Edward T. Attanasio, Vice President
       and Legal Counsel

The Committee is represented by:

       Charles R. Powell, Esq.
       DEVINE, MILLIMET & BRANCH, P.A.
       111 Amherst Street
       Manchester, NH 03101
       Tel: (603) 669-1000
       Fax: (603) 518-2461
       E-mail: cpowell@devinemillimet.com

          -- and --

       James S. Carr, Esq.
       KELLEY DRYE & WARREN LLP
       101 Park Avenue
       New York, NY 10178
       Tel: (212) 808-7800
       Fax: (212) 808-7897
       E-mail: jcarr@kelleydrye.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: U.S. Trustee Opposes Critical Vendor Motion
--------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Trustee opposed GT Advanced
Technologies Inc.'s request to pay $25 million to so-called
critical vendors, complaining that the Debtor does not identify
recipients and operates the program in secret.  According to the
report, GT has resolved an objection from the Official Committee
of Unsecured Creditors.

                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.

The U.S. Trustee for Region 2 has appointed seven members to the
Official Committee of Unsecured Creditors.  The Committee is
represented by Charles R. Powell, Esq., at Devine, Millimet &
Branch, P.A., in Manchester, New Hampshire, and James S. Carr,
Esq., at Kelley Drye & Warren LLP, in New York.


GT ADVANCED: Creditors Committee Taps Kelley Drye as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of GT Advanced
Technologies Inc. has retained Kelley Drye as its bankruptcy
counsel.

The Kelley Drye team is led by partner James S. Carr and includes
special counsel Jason R. Adams.

Kelley Drye can be reached at:

      James S. Carr, Esq.
      Partner
      KELLEY DRYE
      101 Park Avenue
      New York, NY 10178
      Tel: (212) 808-7955
      Fax: (212) 808-7897
      E-mail: jcarr@kelleydrye.com

      Jason R. Adams
      Special Counsel
      KELLEY DRYE
      101 Park Avenue
      New York, NY 10178
      Tel: (212) 808-5056
      Fax: (212) 808-7897
      E-mail: jadams@kelleydrye.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: Court OKs Joint Administration of Bankruptcy Cases
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized the joint administration of the Chapter 11 cases of GT
Advanced Technologies Inc., et al.

The Court ordered that the lead case will be that of GT Advanced
Technologies Inc., Case No. 14-11916.

                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.


KO-KAUA OHANA: Oct. 31 Hearing on GlassRatner Advisory Employment
-----------------------------------------------------------------
Bankruptcy Judge Marc Barreca will convene a hearing on Oct. 31,
2014, 9:30 a.m., to consider Ohana Group LLC's motion to employ
GlassRatner Advisory & Capital Group, LLC as its interest rate
expert.  Objections, if any, are due Oct. 24.

GlassRatner will assist the Debtor in demonstrating to the Court
that the proposed interest rate in its First Amended Plan is
reasonable and appropriate under the applicable standards.

The Debtor and its former bankruptcy counsel, Bush Strout &
Kornfeld LLP, engaged J. Michael Issa of GlassRatner as its
interest rate expert to prepare a written expert report and
testify, as necessary, at the evidentiary hearing on the Debtor's
First Amended Plan of Reorganization, which was set for Dec. 9 and
10, 2013.  The Debtor intended to seek approval of GlassRatner's
engagement but the application was not filed.

To the best of the Debtor's knowledge, GlassRatner is a
"disinterested person" as that term is defined in Section 101(14),
of the Bankruptcy Code.

The Trustee previously objected to the Debtor's ex parte motion
for approval, nun pro tunc, of GlassRatner's employment, arguing
that the motion must be on a notice basis, and a further showing
of "exceptional circumstances" be made.

The Debtor submitted that "exceptional circumstances" are met, and
that the services rendered by GlasRather did have a direct benefit
to the estate in a significant manner.

In this relation, the Debtor requested that the Court authorize
the engagement of GlassRatner.

                       About Ohana Group LLC

Ohana Group LLC, in Seattle, Washington, filed for Chapter 11
bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.
Judge Marc Barreca oversees the case.  James L. Day, Esq., at Bush
Strout & Kornfeld LLP, serves as bankruptcy counsel.  In its
petition, the Debtor scheduled $16,000,000 in assets and
$11,696,131 in liabilities.


HARRON COMMUNICATIONS: S&P Raises Corporate Credit Rating to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on domestic
cable operator, Harron Communications LP, including the corporate
credit rating to 'BB-' from 'B+'.  S&P raised the secured debt
rating to 'BB+', and the recovery rating remains at '1',
indicating S&P's expectation for very high (90% to 100%) recovery
for secured lenders in the event of a default.  S&P also raised
the issue level rating on unsecured debt to 'BB-' from 'B-',
reflecting the one-notch upgrade to the corporate credit rating,
as well as the favorable revision in the recovery rating for
unsecured debt to '4' from '6', which aligns the unsecured debt
issue-level rating with the corporate credit rating.  S&P's
revised '4' recovery rating indicates its expectation for average
recovery (in the lower half of the 30% to 50% range) for unsecured
lenders.  The outlook is stable.

"The upgrade of the corporate credit rating reflects a moderation
in leverage from the pending sale of cable properties in 2014,
along with our revised view of the financial policy, which we now
view as more moderate," said Standard & Poor's credit analyst
Richard Siderman.  Proceeds from the sale of the company's
Mississippi and Alabama cable properties, which comprise about
30,000 video customers and which is expected to close in 2014,
will repay $185 million of bank debt and reduce debt leverage to
the mid-4x area, on a pro forma basis, compared with our prior
expectation of leverage in the low-to-mid 5x range.  "A key
consideration in the upgrade is our expectation that management
will pursue a more tempered financial policy, specifically,
maintaining leverage below 5x.  The upgrade of the unsecured debt
by one full rating category incorporates both the higher corporate
credit rating and the enhanced recovery prospects from the paydown
of secured debt," added Mr. Siderman.

Harron benefits from the good revenue visibility that is
characteristic of the cable industry's largely residential
subscription-based business model.  Harron's "satisfactory"
business risk profile also recognizes its position as the
incumbent cable operator in the less competitive, small and
midsized markets along the East Coast.  Harron, along with its
cable peers, faces competition from direct-to-home (DTH) satellite
operators, but the company's focus is on second-and third-tier
markets that are much less susceptible to terrestrial competition
from telephone companies or from a second, "overbuilder" cable
operator.  As a result of network upgrades, including DOCSIS 3.0,
which supports very high data speeds, Harron provides a superior
broadband offering in most of its markets, so it is the dominant
provider of residential triple-play packages.  The corporate
credit rating is one notch lower than the 'bb' anchor rating due
to use of S&P's comparable ratings analysis modifier.  The
comparable ratings analysis modifier recognizes that Harron, with
only about 125,000 video customers pro forma for the sale of the
Mississippi and Alabama properties, is one of the smallest
domestic cable operators.  As result, execution missteps or other
dislocation in only one or two markets could negatively affect a
significant portion of Harron's business.


HEDWIN CORP: Court Confirms Plan of Liquidation
-----------------------------------------------
Bankruptcy Judge Nancy V. Alquist entered an order confirming the
Joint Plan of Liquidation proposed by Hedwin Corporation and the
Official Committee of Unsecured Creditors.  Judge Alquist also
approved the explanatory Disclosure Statement.

There were no objections to either approval the Disclosure
Statement or confirmation of the Plan.

As reported in the Troubled Company Reporter on Sept. 10, 2014,
the company on July 15 filed the Plan, which classifies claims and
equity interests into six classes and proposes how each class will
be treated:

    * Class 1, which consists of administrative expense claims,
will be paid in full, in cash, from the disbursing account.

    * Priority claims in Class 2 and unsecured tax claims in Class
3 will also be paid in full, in cash, from the disbursing account
but only to the extent they are entitled to priority under Section
507 of the Bankruptcy Code.

    * Class 4, which consists of claims resulting from fire
damage, will be paid in full from insurance proceeds due to the
company.   The company will make a first distribution to holders
of general unsecured claims in Class 5 on or before Nov. 19, 2014.
The first distribution will be in an amount determined by the
company, which won't be less than 40% of the respective allowed
Class 4 claims.  To the extent Class 4 claims are not paid in full
after the first distribution, Hedwin will make a second
distribution to holders of remaining allowed Class 4 claims on or
before May 19, 2015.  The amount won't be less than 10% of the
remaining allowed Class 4 claims.

    * Class 6 consists of equity interests in the company.  All
equity interests will be extinguished on the effective date of the
Plan.

Hedwin's proposed liquidation plan will be funded from cash on
hand, plus release of any funds to the company pursuant to an
escrow agreement, and the receipt of insurance proceeds.

                     About Hedwin Corporation

Founded in 1946, Hedwin Corporation is a manufacturer of
customized industrial plastic packaging, which it sells to
wholesalers and distributors throughout the United States, Canada
and Europe.  Its manufacturing facility is located at 1600 Roland
Heights Avenue, Baltimore, Maryland.  It has a warehouse facility
at 1700 West 41st Street, Baltimore, Maryland and a warehouse and
assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada.  All
of the facilities are leased.

As of the fiscal year end December 31, 2013, the Debtor had total
assets of approximately $15 million.

Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case
No. 14-151940) in Maryland on April 2, 2014, to sell its assets to
Fujimori Kogyo Co., Ltd., absent higher and better offers.

The Debtor is represented by Alan M. Grochal, Esq., Stephen M.
Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings &
Rosenberg, LLP, in Baltimore, Maryland.  Shared Management
Resources, Ltd.'s Charles S. Deutchman serves as chief
restructuring officer.

The U.S. Trustee for Region 4 appointed seven creditors to serve
on the official committee of unsecured creditors.

                           *     *     *

At an auction held in May 2014, Fujimori Kogyo Co. ended up the
successful bidder for Hedwin Corp., although an auction forced it
to pay 36% more for the Baltimore maker of industrial packaging.
In a deal reached before the bankruptcy filing, Fujimori agreed to
pay $16.5 million and to retain all workers.  During the auction,
Interplast Group Inc. offered $22 million, but Fujimori won with a
$22.2 million bid that included its $600,000 breakup fee and
$250,000 in expense reimbursement.  Judge Alquist on May 12
approved the sale to Fujimori.  The sale was to close by the end
of May.

According to the docket, the deadline for filing proofs of claim
is Aug. 5, 2014.  The deadline for filing governmental proofs of
claim is Sept. 29, 2014.  The exclusive period to propose a plan
expires July 31, 2014.


HERCULES OFFSHORE: Reports $88.6-Mil. Net Loss for Q3
-----------------------------------------------------
Hercules Offshore Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing a net
loss of $88.6 million on $222 million of revenue for the three
months ended Sept. 30, 2014, compared with net income of $25.3
million on $225 million of revenue for the same period in the
prior year.

The Company's balance sheet at Sept. 30, 2014, showed
$2.19 billion in total assets, $1.42 billion in total liabilities,
and total stockholders' equity of $767.41 million.

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

                       http://is.gd/9NNxRG

                     About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

Hercules incurred a net loss of $68.11 million in 2013, a net loss
of $127 million in 2012 and a net loss of $76.12 million in 2011.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HOUSTON REGIONAL: Hearing to Consider Plan Confirmation Today
-------------------------------------------------------------
Mike Reynolds at Multichannel News reports that the Hon. Marvin
Isgur of the U.S. Bankruptcy Court for the Southern District of
Texas will consider during an Oct. 28, 2014 hearing the approval
of a reorganization plan that sells CSN Hoston to DirecTV and AT&T
U-verse.

According to David Barron at Chron.com, the Court cited several
concerns with the Plan on Wednesday, but CSN Houston's attorneys
said they will work to meet his concerns this week.

Jordan Smith, writing for Sportsblog.com, relates that 75 of the
115 CSN Houston workers were told on Tuesday that their jobs will
be eliminated if the Court approves the Plan.  Sportsblog.com says
that based on details in letters prepared for city and state
officials, 40 workers were informed that they will be retained
under the Plan.  The report states that most employees who will be
retained are those working in game production.

              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.


HUKKSTER INC: Bidding Opens for Online Shopping Tool
----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a bankruptcy judge in Manhattan has authorized
the trustee overseeing Hukkster Inc.'s Chapter 7 case to conduct a
sale of the company and scheduled a Nov. 17 auction if bids are
received by Nov. 10.  According to the report, the trustee said in
a court filing that there appear to be assets available for
distribution to creditors.

The case is In re Hukkster Inc., 14-bk-12464, U.S. Bankruptcy
Court, Southern District of New York (Manhattan).


I2A TECHNOLOGIES: Secured Creditor Does Not Consent to Cash Use
---------------------------------------------------------------
Heritage Bank of Commerce notified a U.S. Bankruptcy Court for the
Northern District of California, Oakland Division, that it has a
security interest in the rent and profits in all of I2A
Technologies, Inc.'s personal property assets except motor
vehicles.  The bank says its interest arises from a loan made to
the Debtor in the original principal amount of $1,830,000, which
loan is secured by a commercial security agreement dated Dec. 23,
2010, granting a security interest in all personal property,
including among other things, all machinery, equipment and
furniture, and inventory of the Debtor, except motor vehicle.

All rents, issues, and profits generated from the Debtor's
property are deemed cash collateral as defined under Sections
363(a) and 363(c)(2)(a) and are subject to the perfected security
interest held by Heritage Bank.

The bank says it does not consent to the use of its cash
collateral and demands that the funds generated from the personal
property be segregated and separately accounted for as required by
law and turned over to the bank.

The bank is represented by:

         Stephen J. Kottmeier, Esq.
         Jay M. Ross, Esq.
         Brent D. Meyer, Esq.
         HOPKINS & CARLEY
         A Law Corporation
         The Letitia Building
         70 S First Street
         San Jose, CA 95113-2406
         Tel: (408) 286-9800
         Fax: (408) 998-4790
         E-mail: sjk@hopkinscarley.com
                jross@hopkinscarley.com
                bmeyer@hopkinscarley.com

i2a Technologies, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Cal. Case No. 14-44239) on Oct. 20, 2014.  The
petition was signed by Victor Batinovich as CEO.  The Debtor
estimated assets and liabilities of $10 million to $50 million.
Kornfield, Nyberg, Bendes and Kuhner, P.C., as the Debtor's
counsel.  The case is assigned to Judge Charles Novack.


I2A TECHNOLOGIES: Seeks to Employ Kornfield Nyberg as Counsel
-------------------------------------------------------------
i2a Technologies, Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of California to employ Kornfield,
Nyberg, Bendes & Kuhner, P.C., as bankruptcy lawyers.

The professional services that the firm is to render to the Debtor
include:

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

   (b) to prepare on behalf of applicant, as debtor-in-possession,
       the necessary applications, answers, orders, reports and
       other legal papers; and

   (c) to perform all other legal services for Debtor which may be
       necessary in the bankruptcy case.

The Debtor has paid the firm an original retainer of $25,000, of
which $22,951 remains as of the Petition Date against which costs
and services will be credited at the firm's customary hourly
rates.

The following professionals who will take lead roles in
representing the Debtors will be paid the following hourly rates:

     Eric A. Nyberg, Esq.                    $425
     Charles N. Bendes, Esq.                 $390
     Chris D. Kuhner, Esq.                   $385
     Nancy Nyberg, Bookkeeper                 $80
     Jessica Mangaccat, Paralegal Assistant   $80

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.

The firm may be reached at:

         Eric A. Nyberg, Esq.
         Charles N. Bendes, Esq.
         Chris D. Kuhner, Esq.
         KORNFIELD, NYBERG, BENDES AND KUHNER, P.C.
         1970 Broadway #225
         Oakland, CA 94612
         Tel: (510)763-1000
         E-mail: e.nyberg@kornfieldlaw.com

i2a Technologies, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Cal. Case No. 14-44239) on Oct. 20, 2014.  The
petition was signed by Victor Batinovich as CEO.  The Debtor
estimated assets and liabilities of $10 million to $50 million.
Kornfield, Nyberg, Bendes and Kuhner, P.C., as the Debtor's
counsel.  The case is assigned to Judge Charles Novack.


IGLESIA PUERTA: Applies for Final Decree Closing Chapter 11 Case
----------------------------------------------------------------
Iglesia Puerta del Cielo, Inc., asks the Bankruptcy Court for a
final decree closing its Chapter 11 case.

On March 6, 2014, the Debtor's Second Amended Plan of
Reorganization was confirmed.  The order confirming the Amended
Plan was not appealed and is now final.  The Debtor says that it
has performed in accordance with the terms set out in the Plan.

As reported in the Troubled Company Reporter on March 21, 2014,
under the Second Amended Plan, dated Jan. 17, 2014, all assets of
the Debtor will be transferred to and be vested in the Reorganized
Debtor, free and clear of any liens, security interests,
encumbrances, claims or interests.

The confirmation order provides that the effective date of the
Plan will be April 21, 2014.

The order also provides that any secured creditor making a claim
for attorneys' fees or costs, other costs of collection or for any
kind of interest, penalty, fee or charge must file a claim within
60 days after the effective date.

Any professional person employed by the Debtor must file a
statement providing the detail and basis for his or her claim
within 90 days after the effective date.

Counsel for the Debtor must file an application for allowance and
payment of fees and expenses through the confirmation date within
90 days after the effective date.

A copy of the confirmed Second Amended Plan is available at no
extra charge at:

   http://bankrupt.com/misc/IGLESIAPUERTA_2ndPlanandOrder.pdf

A modification to the Second Amended Plan was filed Feb. 18, 2013,
to revise the treatment of Class 3, 4 and 5 Claims.  These classes
were impaired and entitled to vote on the Plan.  A copy of the
document is available at no extra charge at:

   http://bankrupt.com/misc/IGLESIAPUERTA_2ndPlanModification.pdf

                  About Iglesia Puerta del Cielo

Iglesia Puerta del Cielo, Inc., a domestic non-profit corporation
that provides religious services to third parties, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tex. Case No. 13-31911) on Nov. 12, 2013.  The case is assigned to
Judge Christopher Mott.  Wiley F. James, III, Esq., at James &
Haugland, P.C., in El Paso, Texas, represents the Debtor.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million.


ITR CONCESSION: Files Joint Prepackaged Plan of Reorganization
--------------------------------------------------------------
ITR Concession Co. proposed Joint Prepackaged Plan Of
Reorganization dated Oct. 14, 2014, provides that on the effective
date, the Debtors will consummate either a sale transaction or, if
no bid is designated as the "successful bid" in accordance with
the Plan, a reorganization transaction, in each case in accordance
with the terms of the Plan and the Restructuring Support
Agreement.   A copy of the Plan is available for free at:

       http://bankrupt.com/misc/ITRConcession_134_plan.pdf

                       About ITR Concession

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

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

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

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


JOHN REYNOLDS: Wins Sanctions Against Petitioning Creditors
-----------------------------------------------------------
Bankruptcy Judge Peter H. Carroll granted, in part and denied, in
part John Sperry Reynolds' motion for actual and punitive damages,
reasonable attorneys' fees, and costs against creditors Summerland
Market, Inc. and Elian Hanna, who filed an involuntary Chapter 11
bankruptcy case against him.

The creditors filed the involuntary bankruptcy petition (Bankr.
C.D. Cal. 14-10690) on April 7, 2014.  That case was dismissed on
September 22, 2014.

Mr. Reynolds seeks an award of "damages proximately caused by the
filing of $100,000.00, and punitive damages at the Court's
discretion, but no less than $78,000.00."  Reynolds claims that
"[t]he damages and punitive damages are warranted because the
petitioning creditor Elian Hanna and Summerland Market, Inc. filed
the initial petition in bad faith."

The Petitioning Creditors oppose the request, arguing that the
bankruptcy court found the petition was filed in good faith and
not in violation of 11 U.S.C. Sec. 303.

Judge Carroll said he is not convinced that the Petitioning
Creditors' behavior rises to the level of malicious or vengeful
given the totality of the circumstances.

Judge Carroll, however, said he would award Mr. Reynolds
reasonable attorneys' fees and costs in the amount of $26,450.

The Court directed Mr. Reynolds' counsel file and serve, not later
than November 7, 2014, a declaration supported by contemporaneous
time records describing in detail the legal services rendered and
costs advanced to Mr. Reynolds for which compensation is sought to
defend the involuntary petition. The declaration must include (1)
a description of each task; (2) the time spent on such task; and
(3) the rate charged for such task. Any response to the
declaration must be filed and served by the Petitioning Creditors
not later than November 21.  Mr. Reynolds may file and serve a
reply not later than November 28.

A copy of the Court's October 20, 2014 Memorandum Decision is
available at http://is.gd/QYMa0Sfrom Leagle.com.


KASPER LAND: Oct. 30 Hearing on Adequacy of Plan Disclosures
------------------------------------------------------------
The Bankruptcy Court will convene a hearing on Oct. 30, 2014, at
2:00 p.m., to consider adequacy of the Disclosure Statement
explaining the Chapter 11 Plan of Kasper Land and Cattle Texas,
LLC, et al.

The Plan proposes to sell the company's farm land in parcels based
on available water resources to maximize the value and the number
of willing buyers who can more likely afford and finance a portion
rather than all of the property.  Equity Holders can participate
in the sales process.

Under the Plan, Kasper Land's secured creditors will be paid in
full and will receive interest.  This will be accomplished through
the sale of land securing the claims of the secured creditors, and
cash flow from lease payments.

Unsecured claims, if any, will also be paid in full but without
interest 90 days after the company officially exits bankruptcy.
Meanwhile, equity holders will retain their interests in the
company.

                   About Kasper Land and Cattle

Kasper Land and Cattle Texas, LLC, sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 14-20074) in Amarillo,
Texas, on March 3, 2014.  Bill Kinkead, Esq., at Kinkead Law
Offices, serves as counsel to the Debtor.  The Debtor disclosed
$23,170,640 in assets and $13,420,213 in liabilities as of the
Chapter 11 filing.


KEYPOINT GOVERNMENT: S&P Affirms 'B' CCR & Revises Outlook to Pos.
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Loveland, Colo.-based KeyPoint Government
Solutions Inc. and revised the outlook to positive from stable.

Concurrently, S&P affirmed the 'B+' issue ratings on the senior
secured debt.  Pro forma for the incremental term loan, KeyPoint
will have $150 million of debt on its balance sheet.  The recovery
rating of '2', indicating that lenders could expect substantial
(70%-90%) recovery in the event of payment default or bankruptcy,
remains unchanged.

"The outlook revision to positive from stable reflects our view
that KeyPoint's EBITDA base will grow considerably over the next
12 months following a Sept/ 2014 announcement that the OPM had not
exercised its option to renew its contract with a KeyPoint
competitor, effectively allowing KeyPoint take on a majority of
the competitor's business with the OPM," said Standard & Poor's
credit analyst Rodney Olivero.  "As a result, we believe KeyPoint
is now the largest contractor providing field investigation
services to the OPM.  Given these market share gains, we forecast
credit metrics will strengthen by the end of 2015.  In addition,
we do not believe its business will suffer disruptions from
government budget constraints over the next year.  We believe the
company will have adequate liquidity to fund its current growth
needs."

Standard & Poor's could raise the rating on KeyPoint if the
company maintains recent share gains and successfully integrates
the increased caseload volume under the OPM contract such that
credit metrics improve by the end of 2015, including leverage
sustained in the 3x area.


KEY REHABILITATION: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Key Rehabilitation, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Tenn. Case No. 14-08206) on Oct. 14, 2014,
estimating assets and debt ranging from $1 million to $10 million.
The petition was signed by Jan Irwin, president.

Alexandra E. Dugan, Esq., and William Norton, III, Esq., at
Bradley Arant Boult Cummings, LLP, serve as the Debtor's
bankruptcy counsel.

The Debtor filed for bankruptcy protection to restructure its debt
after the leadership realized that "they had a lot more
obligations than they were led to believe," Eleanor Kennedy at
Nashville Business Journal relates, citing Mr. Norton.

The Debtor will file a plan to restructure its debt "sooner rather
than later," most likely by year-end, Business Journal states,
citing Mr. Norton.  According to Business Journal, Mr. Norton said
the Debtor had a co-owner and CFO who was "hiding the true
picture" of the Debtor's financial situation.

The Business Journal reports that the Debtor's largest creditor,
MedPro Healthcare Staffing, has a $78,865 claim against the
Debtor, while BlueCross BlueShield, the Debtor's second largest
creditor, is owed $59,981.  The report says that three other
creditors have claims over $30,000.

The Hon. Randal S Mashburn presides over the case.

Nashville, Tennessee-based Key Rehabilitation, Inc., provides
therapy services at locations in Kansas, Nebraska, Iowa,
Tennessee, Oklahoma, and Missouri.


LLRIG TWO LLC: Proposes Dec. 1 Claims Bar Date
----------------------------------------------
LLRIG Two, LLC, asks the U.S. Bankruptcy Court for the Western
District of Washington to establish Dec. 1, 2014, as the last date
by which any creditor or equity security holder whose claim or
interest is not scheduled, or scheduled as disputed, contingent,
or unliquidated, must file a proof of claim or interest.  The
entry of the Bar Date Order will enable the Debtor to property
schedule and classify claims for voting and distribution purposes,
the Debtor's counsel, William L. Beecher, Esq., at the Law Offices
of Beecher & Conniff, in Tacoma, Washington, said in court papers.

                           About LLRIG Two

Tacoma, Washington-based LLRIG Two, LLC, aka Lost Lake Resort LLC,
aka Lost Lake Development LLC, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 20, 2014 (Case No. 14-45610, Bankr.
W.D. Wash.).  The case is assigned to Judge Brian D. Lynch.

The Debtor is represented by William L Beecher, Esq., at Beecher &
Conniff, in Tacoma, Washington.

The Debtor discloses total assets of $10.32 million and total
liabilities of $5.47 million.


LLRIG TWO LLC: Ch. 11 Case Transferred to Judge Brian Lynch
-----------------------------------------------------------
Judge Paul B. Snyder of the U.S. Bankruptcy Court for the Western
District of Washington at Tacoma issued an order reassigning the
Chapter 11 case of LLRIG Two, LLC, to Judge Brian D. Lynch as the
bankruptcy case is affiliated with previous cases filed with the
Court that were assigned to Judge Lynch.

                           About LLRIG Two

Tacoma, Washington-based LLRIG Two, LLC, aka Lost Lake Resort LLC,
aka Lost Lake Development LLC, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 20, 2014 (Case No. 14-45610, Bankr.
W.D. Wash.).  The case is assigned to Judge Brian D. Lynch.

The Debtor is represented by William L Beecher, Esq., at Beecher &
Conniff, in Tacoma, Washington.

The Debtor discloses total assets of $10.32 million and total
liabilities of $5.47 million.


LORILLARD INC: Posts $289-Mil. Profit in Third Quarter
------------------------------------------------------
Lorillard, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, disclosing net
income of $289 million on $1.83 billion of net sales for the three
months ended Sept. 30, 2014, compared with net income of $258
million on $1.83 billion of net sales for the same period in 2013.

The Company's balance sheet at Sept. 30, 2014, showed $3.27
billion in total assets, $5.43 billion in total liabilities, and a
stockholders' deficit of $2.15 billion.

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

                       http://goo.gl/Drd5Ag

Lorillard, Inc. is the manufacturer of cigarettes in the United
States. Its Newport is a menthol flavored premium cigarette
brand.  In addition to the Newport brand, its product line has
four additional brand families marketed under the Kent, True,
Maverick and Old Gold brand names.


MAGNIFICENT EIGHT: Court Rules on Various Claims and Fee Requests
-----------------------------------------------------------------
Bankruptcy Judge Elizabeth W. Magner ruled that:

     -- D.I.T.O., L.L.C.'s objection to the Proof of Claim of
Byard Peck Edwards, Jr., is sustained.  Edwards' claim against
DITO is reduced to $0.

     -- the Objections to Edwards' claim by Clay and Roslyn
Prieto, and Magnificent Eight, L.L.C. are sustained in part, and
Edwards has an allowed aggregate claim of $10,000.  This amount
will be paid by application of the $10,000 retainer posted by the
Prietos, and $0 is owed him from either the bankruptcy estates of
Prieto and Mag 8 or the Settlement among the Prietos, Mag 8, DITO,
First Community Bank, and the Prietos' counsel Gregory St. Angelo.

     -- Jacques Bezou and the Bezou Law Firm's fees of $100,000
and expenses of $16,625.00 are approved and to be paid from the
Settlement.

     -- Robin DeLeo's Third Application for fees of $17,280 and
expenses of $314.24 are approved; $20,000.00 of DeLeo's
compensation will be paid from the Settlement.

     -- Markus Gerdes' Second Application for fees of $15,624 and
expenses of $253 are approved; $12,000.00 of Gerdes' compensation
shall be paid from the Settlement.

     -- Philip K. Wallace's Application for fees of $17,155 and
expenses of $415.29 are approved; $18,000 of Wallace's
compensation in the case will be paid from the Settlement.

A copy of Judge Magner's October 21, 2014 Reasons for Decision is
available at http://is.gd/sAaRcVfrom Leagle.com.

Magnificent Eight, LLC, in Mandeville, Louisiana, filed for
Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 13-12201) on
August 13, 2013, in New Orleans.  Robin R. DeLeo, Esq., at The
DeLeo Law Firm LLC, served as the Debtor's counsel.  In its
petition, Mag 8 scheduled assets of $577,114 and liabilities of
$5,605,938.

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Clay and Roslyn Prieto                 13-12200
D.I.T.O., LLC                          13-12202
  dba Rips On The Lake
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Clay Prieto and Roslyn F. Prieto,
managing members.

The Prietos are 100% owners of D.I.T.O., L.L.C., which owns and
operates the restaurant Rips on the Lake.  Mag 8 is owned 70% by
the Prietos and 30% by DITO. Mag 8 owns a condominium building
adjacent to Rips on the Lake.


MAXWELL TECHNOLOGIES: Posts $3.29-Mil. Loss in Sept. 30 Quarter
---------------------------------------------------------------
Maxwell Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, disclosing
a net loss of $3.29 million on $41.59 million of revenue for the
three months ended Sept. 30, 2014, compared with a net income of
$6.03 million on $51.2 million of revenue for the same period last
year.

The Company's balance sheet at Sept. 30, 2014, showed $193.16
million in total assets, $59.14 million in total liabilities and
total stockholders' equity of $134.02 million.

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

                       http://goo.gl/bBmgjU

Maxwell Technologies, Inc. (Maxwell) develops, manufactures and
markets energy storage and power delivery products for
transportation, industrial, information technology and other
applications and microelectronic products for space and satellite
applications. The Company focuses on three lines of products:
Ultracapacitors, High-Voltage Capacitors and Radiation-Mitigated
Microelectronic Products. Its ultracapacitor products provide
energy storage and power delivery solutions for applications in
multiple industries, including transportation, automotive,
information technology, renewable energy and industrial
electronics. Its CONDIS high-voltage capacitors are designed and
manufactured to perform reliably for decades in all climates. Its
radiation-hardened microelectronic products for satellites and
spacecraft include single board computers and components, such as
high-density memory and power modules.


MEGA RV: Nov. 24 Hearing on Bid for Exclusivity Extensions
----------------------------------------------------------
The Bankruptcy Court will convene a hearing on Nov. 24, 2014, at
2:00 p.m., to consider Mega RV Corp.'s motion for exclusivity
extension.

The Debtor requested that the Court extend its exclusive period to
file a plan of reorganization until Jan. 11, 2015, and the period
to solicit acceptances for that plan until March 12.

In seeking the extension, the Debtor explains that it is marketing
its assets for sale, while simultaneously conducting settlement
negotiations with its secured lender, GE Distribution Finance
Corporation.  The Debtor and GE are set for mediation on Oct. 13 -
14, 2014 before Judge Goldberg (ret.).  The Debtor is hopeful the
mediation will result in a settlement.  However, if the mediation
is not successful, the
Debtor is preparing to litigate its claims against GE in an
adversary proceeding before the Court or other forum.

Until the contingencies are resolved, the Debtor is unable to
propose a plan of liquidation at this time.

                        About Mega RV Corp.

Mega RV Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D.
Cal. Case No. 14-13770) on June 15, 2014.  Brent McMahon signed
the petition as president.  The Debtor estimated assets and
liabilities of at least $10 million.  Goe & Forsythe, LLP, serves
as the Debtor's counsel.  Judge Mark S Wallace presides over the
case.

The U.S. Trustee for Region 16 on July 3 appointed three creditors
of Mega RV Corp. to serve on the official committee of unsecured
creditors.


MILLER AUTO: First Capital DIP Financing Gets Final Approval
------------------------------------------------------------
Bankruptcy Judge Mary Grace Diehl issued a final order authorizing
Miller Auto Parts & Supply Company, Inc., et al., to (a) obtain a
secured postpetition financing from prepetition senior secured
lender FCC, LLC doing business as First Capital; (b) use any cash
collateral.

The DIP Lender may, at its option, advance the postpetition
financing pursuant to the same terms as the prepetition loan
documents without the need for further execution or documentation.

The Debtors' authorization will terminate on, among other things:

   a) Nov. 21, 2014

   b) if the Court has not entered one or more orders approving
the asset sales, providing for the sale of substantially all of
their assets on terms and conditions which are acceptable to DIP
lender; or

   c) Nov. 28, 2014, if the asset sales have not closed.

As reported in the Troubled Company Reporter on Sept. 19, 2014, as
of the Petition Date, the Debtors were indebted to First Capital
in the amount of $11,195,514, inclusive of $2,500,000 in
reimbursement obligations for undrawn letters of credit, contract
interest, default interest, default charges, and fees, costs and
expenses.  The Debtors' obligations to First Capital are secured
by substantially all assets of the Debtors.

First Capital has agreed to provide DIP financing on these terms:

    * The Debtor will pay interest on the indebtedness at a rate
equal to the sum of LIBOR (as published in WSJ) plus 4%,
calculated on a 360 day per year basis, payable monthly in
arrears.  Upon an event of default, the Debtor will pay interest
on the indebtedness at a rate equal to the sum of LIBOR (as
published in WSJ) plus 7%, calculated on a 360 day per year basis,
payable monthly in arrears.

    * The only additional fee is a one-time DIP facility loan
origination fee of $45,000, which shall be fully earned upon entry
of the Final DIP order.

    * The DIP Facility will mature on the occurrence of a
"termination event".

    * The maximum loan limit under the DIP Facility is
$18,000,000.

    * The DIP Lender is granted securities and liens, including a
perfected first priority senior security interest in and lien upon
all pre- and post-petition property of the Debtors, and the DIP
indebtedness will have the highest administrative priority under
Sec. 364(c)(1) of the Bankruptcy Code.

                      About Miller Auto Parts

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

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

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


MILLER AUTO: Secured Lender Balks at Huron Hiring
-------------------------------------------------
FCC, LLC doing business as First Capital, objected to Miller Auto
Parts & Supply Company, Inc., et al.'s request to employ Huron
Transaction Advisory LLC as investment banker.

FCC, LLC, as prepetition senior secured lender and as postpetition
financing lender, stated that the retention of Huron Advisory
under the terms of the engagement agreement will not provide
benefit to the creditors of the Debtors.  First Capital is joining
the Official Committee of Unsecured Creditors' objection to the
employment of Huron.

As TCR the Debtors have tapped the firm to, among other things:

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

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

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

The Debtors are proposing to pay the firm in this manner:

   i. Initial Fee:

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

  ii. Monthly Fees:

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

  iii. Sale Fee:

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

   iv. Expenses:

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

                    About Miller Auto Parts

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

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

The Debtor disclosed $33,253,693 in assets and $35,798,402 in
liabilities as of the Chapter 11 filing.

The Debtors have tapped Scroggins & Williamson as counsel, Logan &
Co. as claims and noticing agent, and Huron Transaction Advisory
as investment banker.

The Official Committee of Unsecured Creditors tapped to retain
Kane Russell Coleman & Logan as its counsel.


MILLFAB INC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Millfab, Inc.
        207 S. "I" St.
        Aberdeen, WA 98520

Case No.: 14-45730

Chapter 11 Petition Date: October 24, 2014

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

Judge: Hon. Brian D Lynch

Debtor's Counsel: Michael P Harris, Esq.
                  ATTORNEY AT LAW
                  2125 5th Ave
                  Seattle, WA 98121
                  Tel: 206-622-7434
                  E-mail: mph4@quidnunc.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Yonich, president.

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


MOMENTIVE PERFORMANCE: Completes Balance Sheet Restructuring
------------------------------------------------------------
Momentive Performance Materials Inc. on Oct. 24 disclosed that it
has successfully completed its balance sheet restructuring and
emerged from Chapter 11.

MPM has emerged from Chapter 11 with a healthy balance sheet,
significant liquidity of approximately $360 million and a free
cash flow profile that will allow MPM to invest in its leading
technology portfolio and global operations.  As a result of this
process, MPM has eliminated approximately $3 billion of debt from
its balance sheet and will have pro forma net debt of
approximately $1.2 billion.  Throughout the pendency of its case,
MPM continued to operate in normal course and its plan of
reorganization, among other things, has provided for a 100%
recovery to trade creditors and a $600 million new equity
infusion.

"[Fri]day marks the start of a new era for MPM," said Jack Boss,
MPM's Interim Chief Executive Officer and President.  "Our balance
sheet restructuring has provided us with a solid financial
foundation from which we can sustainably operate and grow our
leading silicones and quartz businesses.  MPM is moving forward
with the financial flexibility and cash flow necessary to continue
to drive innovation across its specialty portfolio and provide
value-added and differentiated products and services.  We
appreciate the support of our lenders throughout this
transformational process and would like to thank our valued
customers, suppliers and employees for their steadfast commitment
to MPM.  We believe we are well positioned for future success and
excited by the opportunities afforded to us by our new capital
structure."

Post-emergence, MPM will have an independent senior management
team and board of directors from Momentive Specialty Chemicals
Inc. ("MSC").  The shared services agreement between MPM and MSC
will remain in place and both companies will continue to benefit
from the optimized cost structure and services that it provides.

Willkie Farr & Gallagher LLP served as legal counsel, Moelis &
Company served as financial advisor, and AlixPartners, LLP served
as restructuring advisor to MPM.  The U.S. Bankruptcy Court for
the Southern District of New York previously entered an order
confirming MPM's restructuring plan on September 11, 2014.

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The Court entered an order confirming the Plan on Sept. 11, 2014.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.


MOMENTIVE PERFORMANCE: Tannor, Sierra Acquire Trade Claims
----------------------------------------------------------
In the Chapter 11 case of Momentive Performance Materials and its
debtor affiliates, a total of six claims switched hands from Oct.
3, 2014, to Oct. 8, 2014:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
EKC Financial LLC                CV Sales Inc.           $322.00
Tannor Partners Credit Fund, LP  Electrolab Inc.      $43,571.42
Tannor Partners Credit Fund, LP  Electrolab Inc.       $7,635.10
Tannor Partners Credit Fund, LP  Electrolab Inc.       $7,635.10
Sierra Liquidity Fund, LLC       Millcraft Paper Co.   $1,275.96
Sierra Liquidity Fund, LLC       Millcraft Paper Co.   $9,897.40

                   About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The Court entered an order confirming the Plan on Sept. 11, 2014.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.


MT GOX: Tokyo Bankruptcy Recognized by Canadian Court
-----------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) on Oct. 3,
2014, ordered, pursuant to Section 272 of the Bankruptcy and
Insolvency Act, that the bankruptcy proceedings commenced with
respect to MtGox Co., Ltd. -- aka Mt. Gox KK and dba MtGox -- be
recognized as a "foreign main proceeding."

MtGox commenced proceedings pursuant to the Bankruptcy Act of
Japan before the Twentieth Civil Division of the Tokyo District
Court in Japan.

The deadline for filing claims against MtGox is May 29, 2015.

Information and updates will be posted at http://www.mtgox.com/
The method for the proof of claim filing will be posted once
available.

The bankruptcy trustee and foreign representative of MtGox Co.
Ltd. with respect to the Japan Bankruptcy Proceedings:

     MtGox Co., Ltd.
     Office of Bankruptcy Trustee
     Kojimachi 3 chome building #202
     Kojimachi 3-4-1
     Chiyoda-ku, Tokyo
     Tel: +81-3-4588-3922
     Attn: Nobuaki Kobayashi

The Canadian legal counsel to the bankruptcy trustee and foreign
representative of MtGox Co., Ltd, are:

     MILLER THOMSON LLP
     Scotia Plaza
     40 King Street West, Suite 5800
     PO Box 1011
     Toronto, ON Canada M5H 3S1
     Tel: 416-595-8615/8577
     Fax: 416-595-8695
     Attn: Jeffrey Carhart/ Margaret Sims
     E-mail: jcarhart@millerthomson.com
             msims@millerthomson.com


NATROL INC: Argo, Claims Recovery & Fair Harbor Acquire Claims
--------------------------------------------------------------
In the Chapter 11 case of Natrol Inc., et al., a total of three
claims switched hands from Sept. 29, 2014, to Oct. 1, 2014:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
Argo Partners              Bauer Media Group, Inc.    $95,500.00
Claims Recovery Group LLC  Erp Integrated Solutions  $118,716.25
Fair Harbor Capital, LLC   NPI, LLC, dba Next         $42,500.00
                           Pharmaceuticals Inc.

                        About Natrol, Inc.

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

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

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

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

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


NEW MEDIA: S&P Assigns Preliminary 'BB-' CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'BB-' corporate credit rating to Richmond, Va.-based
television broadcaster New Media General.  The rating outlook is
stable.

At the same time, S&P assigned its preliminary 'BB+' issue-level
rating and preliminary '1' recovery rating to the proposed $600
million senior secured term loan A due 2019 coissued by LIN
Television Corp. and Media General Inc.  The preliminary '1'
recovery rating indicates S&P's expectation for very high recovery
(90%-100%) in the event of a payment default.

S&P also assigned its preliminary 'B+' issue-level rating and
preliminary '5' recovery rating to LIN Television's proposed $300
million senior unsecured notes due 2022.  The preliminary '5'
recovery rating indicates S&P's expectation for modest recovery
(10%-30%) in the event of a payment default.

Upon the merger's closing, S&P expects to revise the recovery
rating on Media General Inc.'s existing senior credit facility to
a '1' from '2' and subsequently raise the issue-level rating to
'BB+' from 'BB-'.  S&P also expects to withdraw the corporate
credit rating on Media General after it becomes a subsidiary of
New Media General.

"The preliminary corporate credit rating reflects New Media
General's significantly increased size and scale, and the
opportunity for revenue and cost synergies as a result of the
merger," said Standard & Poor's credit analyst Jawad Hussain.
"The rating also reflects the company's 'aggressive' financial
risk profile and our expectation that debt to average trailing-
eight-quarter EBITDA will remain in the 4x-5x range over the next
two years."

The stable outlook reflects S&P's expectation that New Media
General's increased size and scale will enable it to increase its
EBITDA margin in line with its similarly rated peers', while
maintaining debt to average trailing-eight-quarter EBITDA below 5x
over the next two years.  S&P regards both an upgrade and a
downgrade as equally unlikely over the next 12-18 months.

S&P could lower the rating if the new management team's transition
is unsuccessful, causing the company to not fully realize the
benefits of its increased size and scale.  This would likely
result in the company continuing to generate a lower EBITDA margin
than its peers and debt to average trailing-eight-quarter average
EBITDA staying above 5x over the intermediate term.  Additionally,
S&P could lower the rating if the company adopts a more aggressive
financial policy and begins to meaningfully return capital to
shareholders through dividends or share repurchases or embarks on
significant acquisition activity, increasing leverage above 5x.

S&P could raise the rating if the company's new management team
successfully executes the merger strategy for the combined
companies and establishes a financial policy track record that
reduces its debt to average trailing eight-quarter EBITDA below 4x
on a sustainable basis.


OCWEN FINANCIAL: Fitch Puts 'B' Rating on Watch Negative
--------------------------------------------------------
Fitch Ratings has placed the 'B' ratings of Ocwen Financial
Corporation (OCN) and its wholly-owned, primary operating
subsidiary, Ocwen Loan Servicing, LLC (OLS) on Rating Watch
Negative.  Rated secured and unsecured debt is similarly affected
by these actions.

KEY RATING DRIVERS -- OCN and OLS

The Negative Watch follows a third letter sent to OCN by the New
York Department of Financial Services (NY-DFS) alleging material
weaknesses in the company's servicing practices.  Fitch views
regulatory and legislative risk as the key rating risk for OCN,
followed by organizational complexity associated with its
affiliate companies and an aggressive historical growth strategy.

The ongoing review by the NY-DFS has continued to raise material
issues related to the servicing of OCN's loans, which call into
question the corporate governance and operational control
framework of the firm while increasing the potential of a
materially adverse outcome that could affect the ratings.
Furthermore, NY-DFS' findings may cause other states and/or
regulatory bodies to launch additional investigations into OCN's
business practices.

Responding to these regulatory reviews is likely to consume
significant management time and resources that could otherwise be
directed towards managing the day-to-day activities of the company
and the integration of recent acquisitions.  The one positive
side-effect of the reviews is that it has slowed the pace of
acquisitions, which Fitch had previously cited as introducing the
potential for integration risk and elevated leverage.

In the course of its review of OCN's servicing practices, the NY-
DFS has uncovered material problems with OCN's systems and
processes, including the backdating of letters to borrowers in
connection with their mortgage loan modifications, among other
issues.  In its letter dated Oct. 21, 2014, the NY-DFS alleged
that the existence and pervasiveness of these issues raised
critical questions as to the company's ability to perform its core
function of servicing loans given that OCN had not resolved the
issues nearly a year after its initial discovery.

The most recent letter follows the NY-DFS request in Feb. 2014
that OCN suspend its previously announced purchase of mortgage
servicing rights (MSRs) from Wells Fargo Bank, N.A. indefinitely
due to its concerns regarding the company's portfolio growth and
capacity to service additional loan volume while maintaining
appropriate servicing standards.  It also follows the NY-DFS
announcement in August 2014 that it was looking into OCN's use of
a related company, Altisource Portfolio Solutions (Altisource), in
its force-placed insurance process.

Fitch believes there is a high level of interconnectedness between
OCN and its affiliated companies - Home Loan Servicing Solutions
(HLSS), which funds MSR acquisitions, and Altisource, which
provides technology, valuation, title and insurance services.  In
addition to the stand-alone analysis of OCN's operating
performance and overall credit metrics, Fitch considers the
consolidated ratios, notably balance sheet leverage, that include
HLSS and Altisource given the close operating and strategic
relationships and shared management of these companies.

Leverage, as measured by total debt-to-tangible equity, was 3.03x
on a stand-alone basis and 4.51x on a consolidated-affiliate
basis, as of June 30, 2014, both of which were modestly higher
than their five-year averages of 2.82x and 3.12x, respectively.
On a stand-alone basis, Fitch expects OCN's leverage will remain
consistent with historical levels, barring any outsized regulatory
fine or settlement.

On a consolidated-affiliate basis, Fitch expects leverage will
fluctuate based on growth either at OCN or HLSS.  However, any
positive impact from deleveraging of OCN's balance sheet through
sales to HLSS would be offset by HLSS' requirement to raise debt
and/or equity financing to fund the purchase.  Fitch believes that
increased leverage at the consolidated level could pressure OCN's
financial condition under such stress.  The subservicing
arrangement between OCN and HLSS could be jeopardized in a
bankruptcy proceeding, and the validity or priority of the
security interest in MSRs acquired by HLSS could also be
challenged.  Still, Fitch believes that consolidated leverage
currently remains appropriate relative to OCN's ratings.

RATING SENSITIVITIES -- OCN

Resolution of the Negative Watch is unlikely until there is more
clarity on the NY-DFS investigations and their impact on OCN's
operational, governance and financial profiles.  Adverse outcomes
that would negatively affect the ratings include findings that
indicate more pervasive operational or governance shortcomings,
outsized fines and penalties, restrictions on business activities,
or termination of servicing duties.  Depending on the outcome of
these investigations, ratings could be downgraded by more than one
notch.

Fitch does not envision positive rating momentum for OCN at this
time.  The ratings could be removed from the Negative Watch if the
NY-DFS investigations prove not to materially impact OCN's
operational, governance or financial positions.  That said, if and
when the Negative Watch were to be resolved, it could potentially
be replaced with a Negative Rating Outlook reflecting longer-term
regulatory headwinds and uncertainty surrounding OCN's business
model.

Material deterioration in financial performance resulting from a
reduction in operating cash flow generation and/or available
liquidity, sustained increase in balance sheet leverage, and/or
aggressive capital management could result in further downgrade of
OCN's ratings.

RATING SENSITIVITIES -- OLS

OLS is a primary operating company, and wholly-owned subsidiary of
OCN.  The ratings of OLS are aligned with those of OCN because of
the unconditional guaranty provided by OCN and its guarantor
subsidiaries. Therefore, the ratings for OLS are sensitive to the
same factors that might drive a change in OCN's IDR.

Fitch has placed these ratings on Rating Watch Negative:

Ocwen Financial Corporation

   -- Long-term IDR at 'B';
   -- Short-term IDR at 'B';
   -- Senior unsecured notes at 'CCC/RR6'.

Ocwen Loan Servicing, LLC

   -- Long-term IDR at 'B';
   -- Senior secured term loan at 'B/RR4'.


OCWEN LOAN: Fitch Puts 'B' IDR on Rating Watch Negative
-------------------------------------------------------
Fitch Ratings has placed the 'B' ratings of Ocwen Financial
Corporation (OCN) and its wholly-owned, primary operating
subsidiary, Ocwen Loan Servicing, LLC (OLS) on Rating Watch
Negative.  Rated secured and unsecured debt is similarly affected
by these actions.

KEY RATING DRIVERS -- OCN and OLS

The Negative Watch follows a third letter sent to OCN by the New
York Department of Financial Services (NY-DFS) alleging material
weaknesses in the company's servicing practices.  Fitch views
regulatory and legislative risk as the key rating risk for OCN,
followed by organizational complexity associated with its
affiliate companies and an aggressive historical growth strategy.

The ongoing review by the NY-DFS has continued to raise material
issues related to the servicing of OCN's loans, which call into
question the corporate governance and operational control
framework of the firm while increasing the potential of a
materially adverse outcome that could affect the ratings.
Furthermore, NY-DFS' findings may cause other states and/or
regulatory bodies to launch additional investigations into OCN's
business practices.

Responding to these regulatory reviews is likely to consume
significant management time and resources that could otherwise be
directed towards managing the day-to-day activities of the company
and the integration of recent acquisitions.  The one positive
side-effect of the reviews is that it has slowed the pace of
acquisitions, which Fitch had previously cited as introducing the
potential for integration risk and elevated leverage.

In the course of its review of OCN's servicing practices, the NY-
DFS has uncovered material problems with OCN's systems and
processes, including the backdating of letters to borrowers in
connection with their mortgage loan modifications, among other
issues.  In its letter dated Oct. 21, 2014, the NY-DFS alleged
that the existence and pervasiveness of these issues raised
critical questions as to the company's ability to perform its core
function of servicing loans given that OCN had not resolved the
issues nearly a year after its initial discovery.

The most recent letter follows the NY-DFS request in Feb. 2014
that OCN suspend its previously announced purchase of mortgage
servicing rights (MSRs) from Wells Fargo Bank, N.A. indefinitely
due to its concerns regarding the company's portfolio growth and
capacity to service additional loan volume while maintaining
appropriate servicing standards.  It also follows the NY-DFS
announcement in August 2014 that it was looking into OCN's use of
a related company, Altisource Portfolio Solutions (Altisource), in
its force-placed insurance process.

Fitch believes there is a high level of interconnectedness between
OCN and its affiliated companies - Home Loan Servicing Solutions
(HLSS), which funds MSR acquisitions, and Altisource, which
provides technology, valuation, title and insurance services.  In
addition to the stand-alone analysis of OCN's operating
performance and overall credit metrics, Fitch considers the
consolidated ratios, notably balance sheet leverage, that include
HLSS and Altisource given the close operating and strategic
relationships and shared management of these companies.

Leverage, as measured by total debt-to-tangible equity, was 3.03x
on a stand-alone basis and 4.51x on a consolidated-affiliate
basis, as of June 30, 2014, both of which were modestly higher
than their five-year averages of 2.82x and 3.12x, respectively.
On a stand-alone basis, Fitch expects OCN's leverage will remain
consistent with historical levels, barring any outsized regulatory
fine or settlement.

On a consolidated-affiliate basis, Fitch expects leverage will
fluctuate based on growth either at OCN or HLSS.  However, any
positive impact from deleveraging of OCN's balance sheet through
sales to HLSS would be offset by HLSS' requirement to raise debt
and/or equity financing to fund the purchase.  Fitch believes that
increased leverage at the consolidated level could pressure OCN's
financial condition under such stress.  The subservicing
arrangement between OCN and HLSS could be jeopardized in a
bankruptcy proceeding, and the validity or priority of the
security interest in MSRs acquired by HLSS could also be
challenged.  Still, Fitch believes that consolidated leverage
currently remains appropriate relative to OCN's ratings.

RATING SENSITIVITIES -- OCN

Resolution of the Negative Watch is unlikely until there is more
clarity on the NY-DFS investigations and their impact on OCN's
operational, governance and financial profiles.  Adverse outcomes
that would negatively affect the ratings include findings that
indicate more pervasive operational or governance shortcomings,
outsized fines and penalties, restrictions on business activities,
or termination of servicing duties.  Depending on the outcome of
these investigations, ratings could be downgraded by more than one
notch.

Fitch does not envision positive rating momentum for OCN at this
time.  The ratings could be removed from the Negative Watch if the
NY-DFS investigations prove not to materially impact OCN's
operational, governance or financial positions.  That said, if and
when the Negative Watch were to be resolved, it could potentially
be replaced with a Negative Rating Outlook reflecting longer-term
regulatory headwinds and uncertainty surrounding OCN's business
model.

Material deterioration in financial performance resulting from a
reduction in operating cash flow generation and/or available
liquidity, sustained increase in balance sheet leverage, and/or
aggressive capital management could result in further downgrade of
OCN's ratings.

RATING SENSITIVITIES -- OLS

OLS is a primary operating company, and wholly-owned subsidiary of
OCN.  The ratings of OLS are aligned with those of OCN because of
the unconditional guaranty provided by OCN and its guarantor
subsidiaries. Therefore, the ratings for OLS are sensitive to the
same factors that might drive a change in OCN's IDR.

Fitch has placed these ratings on Rating Watch Negative:

Ocwen Financial Corporation

   -- Long-term IDR at 'B';
   -- Short-term IDR at 'B';
   -- Senior unsecured notes at 'CCC/RR6'.

Ocwen Loan Servicing, LLC

   -- Long-term IDR at 'B';
   -- Senior secured term loan at 'B/RR4'.


PHOENIX PAYMENT: $68K in Claims Switched Hands in September
-----------------------------------------------------------
In the Chapter 11 case of Phoenix Payment Systems, Inc., a total
of two claims switched hands from Sept. 16, 2014, to Sept. 22,
2014:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
Sonar Credit Partners III, LLC  Riva Payments Inc.   $49,202.46
Tannor Partners Credit Fund, LP  United Check        $19,609.19
                                 Services LLC

                      About Phoenix Payment

Founded in 2004, Phoenix Payment Systems, Inc., aka Electronic
Payment Systems, aka EPX, is an international payment processor
with corporate headquarters in Wilmington, Delaware, and
technology headquarters in Phoenix, Arizona.  It provides
acceptance, processing, support, authorization and settlement
services for credit card, debit card and e-check payments.

Providing processing services at more than 8,700 locations
worldwide, PPS processed, in multiple currencies, 280 million
transactions in 2013 and expects to process 400 million in 2014.

Phoenix Payment Systems sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 14-11848) on Aug. 4,
2014, to quickly sell its assets.

As of the Petition Date, the Debtor had total outstanding
liabilities and other obligations of $16.6 million and 9.8 million
shares of outstanding preferred and common stock.  Debt to secured
creditor The Bancorp Bank is estimated at $6.2 million.

Judge Mary F. Walrath presides over the case.

The Debtor's attorneys are Richard J. Bernard, Esq., at Foley &
Lardner LLP, in New York; and Mark D. Collins, Esq., Russell
Siberglied, Esq., Zachary I Shapiro, Esq., and Marisa A.
Terranova, Esq., at Richards Layton & Finger, P.A., in Wilmington,
Delaware.  The Debtor's banker and financial advisor is Raymond
James & Associates, Inc., while Bederson, LLC, is the Debtor's
accountant.  PMCM, LLC, provides advisory services and executive
leadership to the Debtor.  The Debtor's claims and noticing agent
is Omni Management Group, LLC.

The U.S. Trustee for Region 3 has appointed three members to the
Official Committee of Unsecured Creditors.


PLASTIPAK HOLDINGS: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family and B2-
PD probability of default ratings of Plastipak Holdings, Inc.
Additionally, Moody's affirmed the $375 million senior unsecured
notes due October 2021. The ratings outlook was revised to
positive from stable.

The revision of the rating outlook to positive from stable
reflects the recent renewal of a large percentage of business for
a multi-year period and anticipated benefits from the Constar
acquisition. Plastipak recently renewed a significant percentage
of its business for a multi-year period which is expected to offer
some stability to operating performance over the horizon.
Additionally, the company's recent acquisition of Constar should
help Plastipak increase its percentage of higher margin custom
business and improve operating results.

Moody's took the following rating actions:

Plastipak Holdings, Inc.

Affirmed B2 corporate family rating

Affirmed B2-PD probability of default rating

Affirmed $375 million senior unsecured notes due 10/1/2021, Caa1
(LGD 5)

The ratings outlook is positive.

Ratings Rationale

Plastipak's B2 Corporate Family Rating reflects an EBIT margin and
free cash flow to debt that are weak for the rating category and a
concentration of sales. The rating also reflects the company's
large percentage of commodity products and that cost pass-through
provisions for costs other than raw materials are not entirely
included in all contracts. Additionally, the industry remains
fragmented and competitive with strong price pressure.

Strengths in the company's profile include a good market position
and leverage that is strong for the rating category. Plastipak
also benefits from an expected ramp up in new contracts, a high
percentage of business under long-term contracts with raw material
cost pass-through provisions and a low percentage of contract
renegotiations over the next twelve months. Plastipak has a good
market position and long-standing relationships with multi-
national and well-established customers.

The ratings outlook is positive. The positive outlook reflects an
expectation that leverage and free cash flow will improve over the
rating horizon.

The rating could be upgraded if the company improves its financial
profile on a sustainable basis within the context of a stable
operating and competitive environment. An upgrade would also be
contingent upon Plastipak maintaining a high percentage of
business under long-term contracts given the preponderance of
commodity products the company manufactures. The EBIT margin is
weak for the rating category and the company would need to improve
or offset that with improved free cash flow to debt, lower
leverage and strong EBIT interest coverage. Plastipak would also
need to maintain good cushion under existing covenants in the
credit facility. Specifically, the ratings could be upgraded if
debt to EBITDA remains below 4.5 times, EBIT interest coverage
rises above 2.0 times and free cash flow to debt remains in the
positive low to mid single digits.

The ratings could be downgraded if there is deterioration in the
competitive and operating environment or a deterioration in credit
metrics. Moody's also notes that the rating of the existing senior
notes are highly sensitive to any increase in senior secured debt
given the mechanics of the loss given default methodology.
Specifically, the ratings could be downgraded if free cash flow
becomes negative, the EBIT margin declines below 5.5% and/or debt
to EBITDA rises above 5.5 times.

Plastipak Holdings, Inc. ("Plastipak") is a privately- held
leading manufacturer of plastic packaging containers and preforms
used by branded companies in the beverage, food, personal care,
industrial, and automotive industries worldwide. Segments include
carbonated and non-carbonated beverage (46% of sales), consumer
cleaning (19% of sales), food and processed juices (18% of sales),
industrial, automotive and specialty products (3% of sales), and
other (recycling, transportation, resin, and real estate) (14% of
sales). The company operates primarily in North America
(approximately 74% of total revenues), while it also has a
presence in Europe (17% including Czech Republic, Romania,
Luxembourg, France, Italy and Slovakia) and South America (9%
including Brazil and Argentina). The main raw materials used are
polyethylene terephthalate and high density polyethylene resins.
Headquartered in Plymouth, Michigan, Plastipak generated revenues
of approximately $2.3 billion for the twelve months ended August
3, 2014. The Young family owns approximately 56% of the
outstanding stock and Goldman Sachs owns approximately 36%.

The principal methodology used in this rating was Global Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
June 2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


POTLATCH CORP: S&P Puts 'BB+' CCR on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB+' corporate credit rating, on Spokane, Wash.-based
Potlatch Corp. on CreditWatch with negative implications.

"The CreditWatch placement follows Potlatch's announcement that it
agreed to acquire approximately 201,000 acres of industrial
timberlands in Alabama and Mississippi for approximately $384
million from affiliates of Resource Management Service LLC," said
Standard & Poor's credit analyst Thomas Nadramia.  "This
acquisition will increase Potlatch's timberland holdings by about
15% and will increase holdings in the southern U.S. by about 50%,
increasing regional diversity among the company's timberland
assets," said Mr. Nadramia.

While final financing terms have not been disclosed, S&P estimates
that the transaction could weaken the company's credit ratios,
with pro forma leverage, as measured by debt to EBITDA, increasing
to the mid- to high-3x range and weakening other credit measures
such as FFO to debt and interest coverage, likely moving
Potlatch's financial risk profile to "satisfactory" from the
"intermediate" level.

S&P will resolve the CreditWatch listing following its review of
the financing details of the pending transaction and implications
for Potlatch's financial risk profile.  S&P will discuss with
management the strategic rationale underlying the acquisition and
the impact on future operating results and earnings.  On
completion of S&P's review, it could leave the ratings unchanged
or lower them.  Based on preliminary information, S&P believes
that if the ratings were to be lowered, the downgrade would not
exceed one notch.

Potlatch is a U.S. timber REIT that owns and manages approximately
1.4 million acres of timberlands in Arkansas, Idaho, and
Minnesota.  It is S&P's view that the carrying value of existing
timberlands materially understates their economic value.


PSL-NORTH AMERICA: Nov. 17 Fixed as General Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court established these bar dates or deadlines
for all claims against any of the Debtors that arose before the
Petition Date.

   1. Nov. 17, at 5:00 p.m.            General Bar Date

   2. Dec. 15, at 5:00 p.m.            Governmental Unit Bar Date

Proofs of claim may be submitted to the Debtors' claims agent Epiq
Bankruptcy Solutions, LLC:

   i) by regular mail to

      PSL - North America LLC Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      FDR Station
      P.O. Box 5283
      New York, NY 10150-5283

  ii) if by overnight mail or hand delivery to

      PSL Claims Processing Center
      c/o Epiq Bankruptcy Solutions, LLC
      757 Third Avenue, 3rd Floor
      New York, NY 10017

Epiq will not accept a proof of claim sent by facsimile or e-mail.

                     About PSL-North America

Founded in 2006, PSL-North America LLC is a manufacturer and
coater of large diameter steel pipes.  The company has a state-of-
the-art facility located in Bay St. Louis, Mississippi, with the
land leased for 99 years.  The company is an American-based
partially owned subsidiary of India's largest producer and
manufacturer of steel piping, PSL Limited.

On June 16, 2014, PSL-North America LLC and PSL USA Inc., filed
voluntary petitions in Delaware (Lead Case No. 14-11477) seeking
relief under chapter 11 of the United States Bankruptcy Code.  The
Debtors' cases have been assigned to Judge Peter J. Walsh.

The Debtors seek to have their cases jointly administered
for procedural purposes.

PSL-North America LL disclosed $93,343,085 in assets and
$204,025,409 in liabilities as of the Chapter 11 filing.  As of
the Petition Date, the company had total outstanding debt
obligations of $130 million, according to a court filing.

Proposed counsel for the Debtor are John H. Knight, Esq., Paul N.
Heath, Esq., Tyler D. Semmelman, Esq., Amanda R. Steele, Esq. and
William A. Romanowicz, Esq. at Richards, Layton & Finger, P.A.
of Wilmington, Delaware.   Epiq Bankruptcy Solutions serves as
claims agent.


PVA APARTMENTS: Files Schedules of Assets and Liabilities
---------------------------------------------------------
PVA Apartments, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,300,000
  B. Personal Property              $300,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $9,625,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $826,650
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                                $0
                                 -----------      -----------
        Total                    $14,600,000      $10,451,650

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/PVAApartments_18_SALs.pdf

                       About PVA Apartments

Oakland, California-based PVA Apartments, LLC, filed for Chapter
11 protection (Bankr. N.D. Cal. Case No. 14-44224) on Oct. 18,
2014.

The Hon. Roger L. Efremsky presides over the case.  Sydney Jay
Hall, Esq., at LAW OFFICES OF SYDNEY JAY HALL presents the Debtor.
The petition was signed by Eric Terrell, shareholder.  The Debtor
did not file a list of its largest unsecured creditors when it
filed the petition.


PVA APARTMENTS: Taps Sydney Hall to Handle Bankruptcy Matters
-------------------------------------------------------------
PVA Apartments, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Sydney
Hall as counsel.

Sydney Hall will handle the ongoing bankruptcy matters for Debtor
at an hourly rate of $310 per hour plus costs subject to court
approval.

The Debtor said that it has no connection or conflict of interest
with the applicant attorney.

The firm can be reached at:

         Sydney Jay Hall, Esq.
         LAW OFFICE OF SYDNEY JAY HALL
         1308 Bayshore Hwy., Suite 220
         Burlingame, CA 94010
         Tel: (650) 342-1830
         Fax: (650) 342-6344
         E-mail: sjhlaw@mail.com

                       About PVA Apartments

Oakland, California-based PVA Apartments, LLC, filed for Chapter
11 protection (Bankr. N.D. Cal. Case No. 14-44224) on Oct. 18,
2014.  The Debtor disclosed $14,600,000 in assets and $10,451,650
in liabilities as of the Chapter 11 filing.

The Hon. Roger L. Efremsky presides over the case.  Sydney Jay
Hall, Esq., at LAW OFFICES OF SYDNEY JAY HALL presents the Debtor.
The petition was signed by Eric Terrell, shareholder.  The Debtor
did not file a list of its largest unsecured creditors when it
filed the petition.


PVA APARTMENTS: Taps Tosh & Associates as Property Appraiser
------------------------------------------------------------
PVA Apartments, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for permission to employ Tosh &
Associates as appraiser.

The Debtor relate that an appraisal is necessary to determine the
Debtor's motion to value the properties, and to determine adequate
protection and plan of reorganization.

Tosh & Associates will assist the Debtor to determine the fair
market value of real property assets located at 2354 Bonifacio
Street, Concord, California; and 1090 Mi Casa Ct., Concord,
California.

Tosh & Associates provided the services prior to entry of an order
approving the application as an accommodation to Debtor and PSG
Associates and other prospective buyers.

Tosh & Associates agreed to perform the services at a discounted
rate as a further accommodation to Debtor and prospective buyers
for the sum of $2,000 for 2354 Bonifacio St., Concord, California;
and $3,000 for 1090 Mi Casa Ct., Concord, California.

For Tosh & Associates to proceed nunc pro tunc, Perla Gutierrez
agreed to advance payment for the appraisal.  If the application
is not approved, the Debtor would reimbursed it as an adequate
protection cost.

To the best of the Debtor's knowledhe, Tosh & Associates is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                       About PVA Apartments

Oakland, California-based PVA Apartments, LLC, filed for Chapter
11 protection (Bankr. N.D. Cal. Case No. 14-44224) on Oct. 18,
2014.  The Debtor disclosed $14,600,000 in assets and $10,451,650
in liabilities as of the Chapter 11 filing.

The Hon. Roger L. Efremsky presides over the case.  Sydney Jay
Hall, Esq., at LAW OFFICES OF SYDNEY JAY HALL presents the Debtor.
The petition was signed by Eric Terrell, shareholder.  The Debtor
did not file a list of its largest unsecured creditors when it
filed the petition.


PVA APARTMENTS: Files List of 7 Unsecured Creditors
---------------------------------------------------
PVA Apartments, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of California a list disclosing the following as
the creditors holding the largest unsecured claims:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Concord Disposal Service                                  Unknown
4080 Mallard Dr.
Concord, CA 94520

Contra Costa County Tax Collector                        $821,000
625 Court St. #100
Martinez, CA 94553

Contra Costa Water Dept                                   Unknown
1331 Concord Ave.
Concord, CA 94524

Pacific Gas and Electric                                  Unknown
1030 Detroit Ave.
Concord, CA 94518

Peter Ingersol                                            Unknown
1111 Broadway, 24th Floor
Oakland, CA 94612

Traveler's Insurance                                      Unknown

Various Tenants                 Security Deposits          $5,650

                         About PVA Apartments

Oakland, California-based PVA Apartments, LLC, sought protection
under Chapter 11 of the Bankruptcy Code on Oct. 18, 2014 (Case No.
14-44224).  The case is assigned to Judge Roger L. Efremsky.

The Debtor's counsel is Sydney Jay Hall, Esq., at Law Offices Of
Sydney Jay Hall, in Burlingame, California.  The Debtor's
estimated assets range from $10 million to $50 million and
estimated liabilities range from $1 million to $10 million.

This is the Debtor's third time in bankruptcy.  PVA Apartments
sought Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No.
14-43966) in Oakland on Sept. 29, 2014.  The case was dismissed on
Oct. 17, 2014.  The Debtor previously filed a Chapter 11 petition
on Oct. 4, 2013 (Bankr. N.D. Cal., Case No. 13-45558), which was
dismissed on Oct. 29, 2013, for failure to file the balance of
schedules of assets and liabilities on or before the date set by
the Court.


QUEBEC LITHIUM: Commenced CCAA Proceedings; KPMG Named as Monitor
-----------------------------------------------------------------
Quebec Lithium Inc., QLI Metaux Inc., RB Energy Inc., and Sirocco
Mining Inc., commenced court-supervised restructuring proceedings
under the Companies' Creditors Arrangement Act on Oct. 14, 2014.

The Commercial Division of the Quebec Superior Court on the same
day granted an order under the CCAA for a stay of proceedings
against the Companies and appointed KPMG Inc., as monitor.

On Oct. 15, the Court issued an Amended and Restated Initial
Order.

The Monitor may be reached at:

     KPMG Inc.
     Attn: Michael Clark
     777 Dunsmuir Street
     PO Box 10426, Pacific Centre
     Vancouver, BC V7Y 1K3
     Tel: 604-691-3468
     Fax: 604-691-3036
     E-mail: maclark@kpmg.ca

For inquiries in French, contact:

     Michael Marchand
     Tel: 514-840-2165
     E-mail: mmarchand@kpmg.ca


REDEVELOPMENT AUTHORITY: Is Insolvent, Butler City Mayor Says
-------------------------------------------------------------
Rick Wills at TribLive reports that the head of the Redevelopment
Authority of the City of Butler, which owns the city's baseball
stadium, has told the city that the agency is "insolvent" and can
no longer meet its financial obligations, Mayor Tom Donaldson said
on October 21.

"We have to find a way to handle this. A default would drop the
baseball stadium into the lap of the city," the report quotes Mr.
Donaldson as saying.

TribLive relates that Mr. Donaldson said he received a letter from
authority director Art Cordwell about the authority's financial
condition.

"The Redevelopment Authority is on the hook for all of this,"
TribLive quotes Mr. Cordwell as saying. "There are a lot of
difficult projects, and we don't have any money."

Mr. Cordwell and other officials this year met with state
administrators over concerns about how the authority was spending
state block grant money, the report relays. He blamed much of the
authority's problems on changing state interpretations of federal
regulations.

An April letter from the Department of Community and Economic
Development questioned the authority's wanting to spend
$80,000 for land acquisition, including for the Centre City
project to develop a portion of downtown, TribLive recalls. The
letter said the authority couldn't use grant money to pay for its
office building mortgage and the mortgage on the abandoned Penn
Theater, which it owns.

The Redevelopment Authority owns Pullman Park, a baseball stadium
it closed in 2005 before doing $5 million in renovations. The work
was expected to lead to additional redevelopment but has not, the
report notes.



REVEL AC: Balks at ACR's Fixed Financing Fees
---------------------------------------------
Revel AC, Inc., has re-filed its motion to determining the fair
market value of postpetition services provided to the Debtors
under that certain Second Amended and Restated Energy Sales
Agreement dated April 11, 2011 (the "ESA") by and between debtor
Revel Entertainment Group, LLC ("REG") and ACR Energy Partners,
LLC.

Alfred J. Lechner, Esq., of White & Case LLP, representing the
Debtors, state that nothing in the present Chapter 11 Cases
provides a reasonable justification for why the Debtors should
continue paying ACR the "fixed financing fees" on account of
prepetition services provided by ACR under the ESA.  According to
Mr. Lechner, as payments for prepetition services already provided
to the Debtors (i.e., the financing and construction of the CUP),
the Fixed Financing Fees cannot represent "reasonable value" on
account of the postpetition performance demanded by the Debtors.
Similarly, the Operation & Maintenance Fees are an attempt to pass
on to the Debtors, and thus the Debtors' other stakeholders,
operational costs above and beyond those already incorporated in
the market rates reflected by the Monthly Energy Fees which, as
evidenced by their fixed nature, bear no relation to the amount or
market value of services actually required and demanded by the
Debtors postpetition.  Accordingly, unless and until the Debtors
determine, as an exercise of their business judgment, to assume
the ESA, the Debtors should not be required to pay either the
Fixed Financing Fees or the Operation & Maintenance Fees during
the Chapter 11 cases.

As reported in the Troubled Company Reporter on Oct. 17, 2014,
Revel AC, Inc., and its affiliated debtors are asking the
bankruptcy court to enter an order determining the fair market
value of postpetition services provided to the Debtors under the
Second Amended and Restated Energy Sales Agreement dated April 11,
2011 by and between debtor Revel Entertainment Group, LLC ("REG")
and ACR Energy Partners, LLC ("ACR").  At a hearing on Aug. 18,
2014, the Debtors withdrew the original motion.

The Debtors purchase substantially all of their hot and chilled
water, electric and other power exclusively from ACR pursuant to
the ESA.  To meet the Debtors' utility needs, ACR agreed under the
ESA to, among other things, construct and operate a central
utility plant (the "CUP") on property leased by ACR from debtor NB
Acquisition, LLC.

Pursuant to the ESA, REG agreed to pay and has paid ACR (i) fixed
monthly debt and equity financing fees equal to $1.7 million per
month during years one through five and $2 million per month
during years six through twenty, (ii) operation and maintenance
related fees currently equal to approximately $318,000 per month
and indexed for inflation, (iii) chilled water fees, calculated
monthly and currently ranging between approximately $50,000 and
$450,000 per month, (iv) hot water fees, calculated monthly and
currently ranging between approximately $50,000 and $250,000 per
month, (v) electricity fees, calculated monthly and generally
ranging between $400,000 and $800,000 per month, and (vi)
parasitic and utility fees calculated monthly and generally
ranging between approximately $40,000 and $90,000 per month.

The evidentiary hearing on the Motion is scheduled on Dec. 1,
2014, at 10:00 a.m.

                          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,


ROZA BLADY LIVING: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Roza Blady Living Trust Dated August 24, 2000
        as Amended and Restated
        12555 Califa Street
        N. Hollywood, CA 91607

Case No.: 14-14838

Chapter 11 Petition Date: October 26, 2014

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: Alan F Broidy, Esq.
                  LAW OFFICES OF ALAN F. BROIDY, APC
                  1925 Century Park E 17th Fl
                  Los Angeles, CA 90067
                  Tel: 310-286-6601
                  Fax: 310-286-6610
                  E-mail: alan@broidylaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Benjamin Joel Blady, co-trustee.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-14838.pdf


SANTA FE GOLD: Posts $11.6-Mil. Net Loss for Second Quarter
-----------------------------------------------------------
Santa Fe Gold Corporation filed with the U.S. Securities and
Exchange Commission on Oct. 22, 2014, its annual report on Form
10-K for the fiscal year ended June 30, 2014.

StarkSchenkein, 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, has a
working capital deficiency and needs to secure additional
financing to remain a going concern.

The Company reported a net loss of $11.64 million on $2.1 million
of net sales for the fiscal year ended June 30, 2014, compared
with a net loss of $10.37 million on $14.57 of net sales in 2013.

The Company's balance sheet at June 30, 2014, showed $21.4 million
in total assets, $28.9 million in total liabilities and a
stockholders' deficit of $7.43 million.

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

                       http://is.gd/qYrK8q

Headquartered in Albuquerque, New Mexico, Santa Fe Gold
Corporation acquires and develops mining properties.  In January
2014, the Company entered into a definitive merger agreement with
Tyhee Gold Corp but terminated the agreement due to Tyhee's
failure to close a qualified financing of $20 million as part of
the merger.


SEEGRID CORPORATION: Files for Chapter 11 Bankruptcy Protection
---------------------------------------------------------------
Seegrid Corporation filed for Chapter 11 bankruptcy protection
(Bank. D. Del. Case No. 14-12391) on Oct. 21, 2014, estimating its
assets at $1 million to $10 million and its debt at $50 million to
$100 million.  The Hon. Brendan Linehan Shannon presides over the
case.  The petition was signed by David Hellman, president.

Teresa F. Lindeman at Pittsburgh Post-Gazette reports that a
battle over financing and control of the business left the Debtor
unable to meet debt obligations.  The Debtor says in court
documents filed with the Court on Oct. 21 that it had outstanding
debt of $48.3 million as of Sept. 24, 2014.  On Sept. 30, 2014,
about $45 million of this debt matured, court documents show.
Justine Coyne at Pittsburgh Business Times relates that the funds
were primarily borrowed from the Debtor's largest shareholders --
Giant Eagle Inc. and former CEO Anthony Horbal's investment group,
Horbal Group.

According to the court documents, the Debtor believes the majority
of its lenders should be willing to extend the maturity date on
the loans to allow the Debtor to continue its normal operations,
but the Horbal Group won't agree to the extension.  The Debtor
states in the court documents, "The Horbal Group refused to extend
the maturity date knowing that Seegrid does not have the means to
pay the obligations at maturity and that by refusing to extend the
maturity, the Horbal Group will leave Seegrid no choice but to
file for bankruptcy protection."

The Debtor says in the court documents that it has received non-
bankruptcy restructuring alternatives from Giant Eagle, but each
have been blocked by Horbal.

The Debtor said in court documents that its board on Sept. 18,
2014, approved Giant Eagle's restructuring term sheet that laid
out a plan for a prepackaged reorganization plan.  The Debtor,
says Post-Gazette, expects to receive up to $3 million from Giant
Eagle to act as bridge financing during the restructuring period.
The report states that Giant Eagle would also provide additional
post-reorganization financing that could give it an even larger
share of the Debtor.

Daniel B. Butz, Esq., Robert J. Dehney, Esq., and Curtis S.
Miller, Esq., at Morris, Nichols, Arsht & Tunnell LLP, serve as
the Debtor's bankruptcy counsel.  Buchanan Ingersoll & Rooney PC
is the Debtor's special corporate counsel.  Logan & Company, Inc.,
is the Debtor's claim and noticing agent.  SSG Advisors serves as
the Debtor's financial advisors.

Pittsburgh-based Seegrid Corporation is a developer of robotic
vision-guided automated vehicles.  It was founded in 2003 by two
Carnegie Mellon University robotic scientists, Hans Moravec and
Scott Friedman.


SMURFIT-STONE CONTAINER: Mehtas' Claim vs. Rock-Tenn Survives
-------------------------------------------------------------
Ram Mehta and Neena Mehta owned common stock of Smurfit-Stone
Container Corporation.  In their lawsuit captioned RAM MEHTA AND
NEENA MEHTA, Plaintiffs, v. SMURFIT-STONE CONTAINER CORPORATION,
AND ITS OFFICIALS, ROCK-TENN COMPANY, AND ITS OFFICIALS,
Defendants, C.A. NO. 6891-VCL, they challenge (i) decisions
leading up to the Company's bankruptcy, along with steps taken in
connection with its exit from bankruptcy, (ii) the Company's
subsequent merger with and into Rock-Tenn CP, LLC, a wholly owned
acquisition subsidiary of Rock-Tenn Company, and (iii) Rock-Tenn
Sub's failure to provide them with the merger consideration after
their demand for appraisal lapsed. The defendants moved to dismiss
the complaint for failure to state a claim on which relief can be
granted.

In a memorandum opinion dated October 20, 2014, the Honorable J.
Travis Laster, Vice Chancellor of the Court of Chancery of
Delaware, ruled that the challenges to the stock distribution and
the merger are dismissed, but a claim against Rock-Tenn Sub for
failing to provide the Mehtas with their share of the merger
consideration survives.

"Except for the claim for non-payment of merger consideration,
this action is dismissed," ruled Vice Chancellor Laster.  A copy
of the ruling is available at http://is.gd/SRb6Qpfrom Leagle.com.

William M. Lafferty -- wlafferty@mnat.com -- MORRIS, NICHOLS,
ARSHT & TUNNELL LLP, Wilmington, Delaware; Attorneys for
Defendants.

                        About Smurfit-Stone

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
served as the Debtors' bankruptcy counsel.  PricewaterhouseCoopers
LLC, served as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC served as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acted as the Debtors' notice and
claims agent.

The Company's Plan of Reorganization, which was confirmed by the
U.S. Bankruptcy Court on June 21, 2010, and recognized by a
Canadian court order, became effective July 1, 2010.

The Plan provides that 2.25% of the new Smurfit-Stone common stock
pool will be distributed pro rata to the Company's previous
preferred stockholders and 2.25% of the New Smurfit-Stone common
stock pool will be distributed pro rata to the Company's previous
common stockholders.


SOUTHERN GRAPHICS: S&P Revises Outlook to Pos. & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Louisville, Kentucky-based packaging graphic services
provider Southern Graphics Inc. and its subsidiary SGS
International Inc. to positive from stable.  At the same time, S&P
affirmed its 'B' corporate credit ratings on both companies.

"The revised rating outlook on Southern Graphics reflects our
expectation that the company's leverage will decline to under 5x
in 2015 from 5.7x as of June 30, 2014, due to a combination of
EBITDA growth and debt reduction," said Standard & Poor's credit
analyst Peter Bourdon.  S&P expects that EBITDA will grow
organically at a low-single-digit percent rate and be enhanced by
EBITDA from ongoing small, bolt-on acquisitions.  S&P also expects
that the company will repay debt of roughly $10 million to $20
million in 2014, absent any acquisitions.  The company has not
made any acquisitions so far this year, compared with acquisition
totaling $19 million in 2013 and $29 million in 2012.

The positive outlook reflects S&P's view that the company's
leverage will gradually decline to below 5x in 2015 due to a
moderate EBITDA increase and the use of discretionary cash flow to
repay debt.

S&P could raise the rating if the company is able to reduce
leverage to below 5x, while demonstrating continued organic
revenue and EBITDA growth.  S&P believes this could occur if
revenue growth is in the mid-single-digit percent area in 2015 and
the EBITDA margin is stable, at roughly 23%-24%.

S&P could revise the outlook to stable if it becomes apparent that
leverage will not remain under 5x for a sustained period of time,
as a result of declining revenue, a narrowing EBITDA margin, a
debt-financed dividend, or a large, leveraging acquisition.


SPECIALTY PRODUCTS: Argo, ASM Buy $25,000 in Claims
---------------------------------------------------
In the Chapter 11 case of Specialty Products Holdings Corp., a
total of two claims switched hands from Sept. 22 to Oct. 16, 2014:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
Argo Partners         Weber Marketing Systems, Inc    $2,125.87
ASM Capital IV, L.P.  Vickers, Riis, Murray &        $23,256.47
                      Curran LLC

                      About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., Zachary
I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman,
Esq., at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  The Company
estimated its assets and debts at $100 million to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Specialty Products Holding Corp, together with Bondex
International, Inc., are referred to as the Initial Debtors.

Counsel to the Official Committee of Asbestos PI Claimants are
Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery,
Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark
B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania
division.

Counsel to the Future Claimants' Representative are James L.
Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Competing bankruptcy exit plans have been filed by the Initial
Debtors, on one hand, and the Official Committee of Unsecured
Creditors and the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be canceled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.

On Aug. 31, 2014, Republic Powdered Metals, Inc., and affiliate
NMBFiL, Inc. -- the New Debtors -- sought Chapter 11 protection
(Bankr. D. Del. Case No. 14-12028).  The New Debtors are
indirect subsidiaries of Bondex International and affiliates of
the Initial Debtors.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation. It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications. In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The New Debtors were granted, on Sept. 3, 2014, joint
administration of their Chapter 11 cases for procedural purposes
only, with the chapter 11 cases of Specialty Products Holding
Corp. and Bondex International, Inc.


SRKO FAMILY: Mechanic Leinholders Further Fine-Tune Plan
--------------------------------------------------------
The Informal Mechanics Lienholder Committee filed a second
modification to the Second Amended Plan of Reorganization for SRKO
Family Limited Partnership dated Oct. 15, 2014.

The Plan calls for the vesting of the Colorado Crossing project
(or the unsold portions of Colorado Crossing).  The existing
limited and general partnership interests in SRKO will be
canceled; and Reorganized SRKO will be owned by certain classes of
creditors of SRKO and the Jannie Richardson bankruptcy
estate.

The Plan leaves open the prospect that all or any portion of
Colorado Crossing may be sold prior to the Plan Effective Date.

If all of Colorado Crossing remains unsold as of the Plan
Effective Date, Reorganized SRKO will sell Filing 1 pursuant to
the Star Mesa Contract; or, if that sale fails to close, will sell
Filing 1 expeditiously as possible in the exercise of its
reasonable business judgment.

Reorganized SRKO will proceed with the development of the Vacant
Land.  Net proceeds from the development will be distributed to
the creditors.  Reorganized SRKO will be capitalized with an Exit
Loan in the amount of $4 million, and Preferred Equity of an
additional $5 million.  Certain creditors will be given the
opportunity to subscribe to additional Preferred Equity in
Reorganized SRKO.

The Informal Mechanics Lienholder Committee consists of G.E.
Johnson Construction Company, Inc., Stresscon Corp., Mech-One,
Inc., Olson Plumbing and Heating Company, Rial Heating and Air
Conditioning, Inc., E Light Electric Services, Inc., and Bible
Electric, Inc.

A copy of the modification to the second amended plan is available
for free at http://is.gd/PPceSF

                      Objections to Plan

Jannie Richardson objects to confirmation of the Second Amended
Plan of Reorganization proposed by the Informal Mechanics
Lienholder Committee.

Ms. Richardson avers that the Exculpation provisions in Article V.
Sections E and F of the Plan impermissibly attempt to release non-
debtor parties from liability.  The Injunction Provision is so
ambiguous as to be unenforceable.  First, it cannot be determined
with any certainty to whom the injunction would apply.

Ms. Richardson is represented by:

         Christian C. Onsager, Esq.
         ONSAGER GUYERSON FLETCHER JOHNSON LLC
         1801 Broadway, Suite 900
         Denver, Colorado 80202
         Tel: (303) 512-1123
         Fax: (303) 512-1129
         E-mail: consager@ogfj-law.com

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 25, 2010, Jannie Richardson filed a Chapter 11 petition
in the Court commencing the Richardson bankruptcy case.  C. Randel
Lewis was appointed as the Chapter 11 trustee in the Richardson
case on Jan. 28, 2011.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case was named as the manager of
the Debtor's general partner.  Craig A. Christensen, Esq., at
Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11
trustee of the Jannie Richardson bankruptcy estate.


SRKO FAMILY: Lienholders Say WBT Can't Fund Richardson Plan
-----------------------------------------------------------
The Informal Mechanics Lienholder Committee, which has proposed
its own plan for debtor SRKO Family Limited Partnership, objects
to confirmation of the Second Amended Plan of Reorganization
proposed by Jannie Richardson and Webelievetomorrow, LLC ("WBT").

Caroline C. Fuller, Esq., of Fairfield & Woods, P.C., representing
the Committee, states that WBT has insufficient capital to proceed
with the development of Colorado Crossing in an orderly fashion.
According to Ms. Fuller, WBT's projections are far too dependent
on speculative sources of funding that are unlikely to be received
in the amounts, or within the timing, projected in its Disclosure
Statement.  "It is unlikely that WBT will be able to make the
initial distribution to the Liquidating Trust called for at the
end of year one, or, in order to meet that distribution deadline,
WBT will be forced to liquidate lots at discounted prices,
jeopardizing its ability to make payments to creditors in
subsequent years.  Similarly, while an interest reserve is created
to" fund the interest payments due to ITG, the exit lender, in the
first year of the Plan, once that interest reserve is consumed,
there is a significant risk of a default in the making of interest
payments in subsequent years, subjecting the entire project to
risk of foreclosure."

Ms. Fuller notes that the Disclosure Statement suggests that WBT
wj11 be reimbursed up to $4 million from the issuance of metro
district bonds within the first year after Plan confirmation.  As
the Disclosure Statement advises, no sales of any kind may occur
until the property is re-platted, which is projected to take six
months.  The partially completed buildings on Filing 1 will be
sold only upon completion of the re-plat.  Upon the closing of
those sales, the new owners must complete the buildings and secure
tenants, thereby generating a tax base premised on the value of
the completed buildings, before it is economically feasible to
issue bonds to finance a metro district's acquisition of
infrastructure within the development.  It is extremely unlikely
that bonds totaling $4 million can be issued in the first year
after plan confirmation, thereby jeopardizing all WBT's financial
projections.

Further, the Disclosure Statement, Ms. Fuller points out, suggests
that the Parking Garage may be completed for a cost of $600,000.
The Committee has undertaken an analysis of the cost of
completion, and believes the cost of completion is closer to $2
million.  If the Committee's analysis is correct, WBT has
insufficient capital to pay the costs to complete the Parking
Garage.

According to Ms. Fuller, WBT's financial projections assume that
the Parking Garage will be completed in the second year of the
Plan.  The purchasers of the partially completed buildings will
not be able to obtain certificates of occupancy for those
buildings until the Parking Garage is completed, as it provides
necessary parking for the tenants of those buildings.  Thus, WBT
may need to accelerate completion of the Parking Garage in order
to close on the sale of the buildings, and will not have
sufficient capital to do so.

In addition, WBT's financial projections suggest that the Theater
will be refinanced in the second year of the Plan at a loan amount
of $4 million, the proceeds of which will be used, in part, to
retire the ITG loan.  A certificate of occupancy cannot be secured
for the Theater until the Parking Garage is completed, because the
Parking Garage provides necessary egress from the Theater.
Because WBT has not properly budgeted the costs to complete the
Parking Garage, its ability to complete and refinance the Theater
is highly doubtful.  In addition, as conceded by WBT, it will be
necessary for WBT to lease the Theater in order to refinance it.
WBT does not have a current tenant for the Theater; and the
Committee understands that the theater market has changed
dramatically from when Colorado Crossing was originally planned,
with two competing theaters now in the vicinity.  Thus, WBT's
ability to lease the Theater is very speculative.  Should WBT be
unable to complete the Parking Garage, complete the Theater,
and/or lease the Theater, it will be unable to meet its projected
schedule for repayment of the ITG loan, and will have insufficient
funds to make the annual payments to the Class B members of WBT.

C. Randel Lewis, in his capacity as the Chapter 11 trustee for the
estate of Jannie Richardson, Case No.10-16450, joins in the
Lienholder Committee's objection to the plan proposed by Ms.
Richardson and WBT.

Olson Plumbing & Heating Co., Windsor Concrete, Inc., and Drake-
Williams Steel, Inc., aver that if the plan as already much
amended is not confirmable in its present state, that the Court
not confirm the JR Plan if it is again amended.  They note that
even if a post-objection amendment occurred, such amendment would
not change the fact that, having had years to assemble alleged
financing and reorganization ideas, proponents of the JR Plan
cannot be counted on to reliably arrange for proper legal language
and finances to implement a large Chapter 11 Plan.  "Concerns
about reliability, transparency, feasibility and accuracy of the
JR Plan's means of implementation and promises will persist,"
Olson Plumbing, et al., tell the Court.

The Lienholder Committee is represented by:

         Caroline C. Fuller, Esq.
         1801 Calironia Street, Suite 2600
         Denver, CO 80202
         Tel: (303) 830-2044
         E-mail: cfuller@fwlaw.com

Mr. Lewis is represented by:

         Lindquist & Vennum LLP
         Harrie F. Lewis, Esq.
         Craig A. Christensen, Esq.
         600 17th Street, Suite 1800 South
         Denver, CO 80202-5441
         Tel: (303) 573-5900
         Fax: (303) 573-1956
         E-mail: cchristensen@lindquist.com
                 hlewis@lindquist.com

Olson Plumbing, et al., are represented by:

         Thomas O. Ashby, Esq.
         Baird Holm LLP
         1700 Farnam Street, Suite 1500
         Omaha, NE 68102-2068
         Tel: (402) 344-0500
         Fax: (402) 344-0588
         E-mail: tashby@bairdholm.com

                          The JR Plan

The JR Plan provides that prior to the confirmation hearing, SRKO
will conduct an auction of Colorado Crossing.  If the auction
results in one or more contracts for the sale of all of Colorado
Crossing that are approved by the Bankruptcy Court by final order,
then the Plan will provide for the consummation of any such
contracts, to the extent the sales have not closed by the Plan
Effective Date, and for the distribution of the net proceeds from
the sales to the creditors of SRKO pursuant to the terms of the
Plan through the Liquidation Trust.

To the extent that the auction does not result in the Court-
approved sale of all of Colorado Crossing, the Plan calls for the
vesting of the Colorado Crossing project (or the unsold portions
of Colorado Crossing), together with related contracts and leases,
permits, licenses, and development rights, and any other assets,
in WBT.

WBT will have Class A and Class B members.  Class A will be owned
by Allen Richardson, Jeffrey Stinson and J Stinson and will hold
either 100% or 95% of the voting power of the members.  Although
Class A will share in 100% of the profits or losses, the required
payments under the Plan are calculated such that the virtually all
of the profits are paid to the creditors through the Liquidation
Trust.  Class B will be owned by the Liquidation Trust and will
hold either none or 5% of the voting power of all members.  Class
B interests will convert automatically to 99% of the Class A
membership interests in the event of an uncured material default
under the Plan, thus assuring that the Liquidation Trust will
control WBT in the event of such a default.  The beneficiaries of
the Liquidation Trust will be the unsecured creditors of SRKO,
including the Richardson Estate.

On the Effective Date, WBT will receive $3.0 million in equity
funding and will borrow $10.0 million secured by a first lien on
all the property.  From the funds, WBT will pay all administrative
expenses including all DIP loans, all tax claims, all mechanic's
liens against the Vacant Land and $1.5 million to the holders of
the priority mechanic's liens against Filing 1.  In addition, WBT
will pay $3.0 million to the Liquidation Trust, the majority of
which will be immediately distributable to the general unsecured
creditors.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/SRKOFAMILY_1131_ds.pdf

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 25, 2010, Jannie Richardson filed a Chapter 11 petition
in the Court commencing the Richardson bankruptcy case.  C. Randel
Lewis was appointed as the Chapter 11 trustee in the Richardson
case on Jan. 28, 2011.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case was named as the manager of
the Debtor's general partner.  Craig A. Christensen, Esq., at
Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11
trustee of the Jannie Richardson bankruptcy estate.


THINKSTREAM INC: Joins Petitioning Creditors in Case Dismissal Bid
------------------------------------------------------------------
Thinkstream Incorporated of Colorado and TSB Ventures, LLC,
Grossman Family Limited Partnership, Rainbow Investments Company,
Michael Chadwick, Kevin C. Kling GST Trust, Tim O'Leary and John
Zapalac (collectively the Shoreline Parties and collectively with
TSB, the Petitioning Creditors) filed a joint motion seeking
dismissal of the Debtor's involuntary case.

In their involuntary petition, the Petitioning Creditors alleged
that they were the holders of claims against Thinkstream.  TSB
alleged that it was owed approximately $7 million plus interest
and attorney fees, while the Shoreline Parties alleged that they
were owed approximately $300,000 in the aggregate plus interest
and attorney fees.

The parties tell the Court that since the Petition Date, in an
effort to preserve the going concern value and significant
business opportunities of Thinkstream, they have been involved in
good faith negotiations to resolve the bankruptcy case, certain
lawsuits and have ultimately reached an agreement and settlement
to do so.

The parties relay that the purpose of their proposed settlement is
to allow the Bankruptcy Case to be dismissed as soon as possible,
so that Thinkstream can continue its efforts to negotiate a
contract with the State of Florida and at the same time, to
resolve the ongoing litigation between the parties in the lawsuits
referred to as the Harris County Lawsuit and the TSB Suit.

The Florida Contract is a contract with the Florida Department of
Law Enforcement that will replace the agency's computerized
criminal history database.

Thinkstream says it is an industry leader in the development of
technology for tracking criminal prosecutions which is suitable
for performing the Florida Contract, and believes that it is one
of two leading candidates for the award of the Florida Contract.

Thinkstream says that in addition to embedded costs in the
creation and development of the technology, it has spent months
and months, and hundreds of thousands of dollars, pursuing the
Florida Contract.  The Florida Contract is expected to be awarded
in the range of $14 million to $16 million.  And importantly to
Thinkstream and its stakeholders, if Thinkstream is successful in
obtaining the Florida Contract, Thinkstream expects to be in an
enviable and preferred position to bid for and obtain similar
contracts to be awarded by over 23 states which, similar to
Florida, intend to update their computerized criminal history
databases.

To this end, Thinkstream and the Petitioning Creditors assert that
the continuation of the Bankruptcy Case, whether in its present
involuntary state, or as a voluntary case, will be a death knell
for Thinkstream's efforts to obtain the Florida Contract and will
also destroy any opportunities for Thinkstream to obtain similar
contracts with other states.  Thus, it is crucial for Thinkstream
to obtain a prompt dismissal of the Bankruptcy Case.

Furthermore, Thinkstream tells the Court that it has been informed
by its principal bank, First NBC Bank (FNBC), which is owed
approximately $5 million and provides ongoing financial support
for the Debtor's operations, that FNBC agrees that the Bankruptcy
Case should be dismissed.

Hearing on the motion is set for Nov. 5, 2014 at 9:00 a.m. at 707
Florida St., Rm. 222.

                      About Thinkstream Inc.

Thinkstream Incorporated of Delaware, fka Thinkstream Incorporated
of Colorado, is a technology company that engages in developing
and expanding standard and Web-based distributed information
networks to meet the communication and interoperability demands of
public safety and criminal justice markets.  The company serves
federal agencies, departments, and municipalities in California,
Florida, Texas, Louisiana, Mississippi, and Georgia.

On Sept. 19, 2014, petitioning creditors led by TSB Ventures, LLC,
asserting $9.33 million in total claims on account of debentures
and promissory notes allegedly issued by Thinkstream Incorporated
of Delaware or its predecessor, filed an involuntary Chapter 11
petition for Thinkstream in Baton Rouge (Bankr. M.D. La. Case No.
14-11204).  The case is assigned to Judge Douglas D. Dodd.

The Petitioning Creditors are TSB Venture, LLC, Grossman Family
Limited Partnership, Michael S. Chadwick, Rainbow Investments
Company, Kevin C. Kling GST Trust, Time O'Leary, and John Zapalac.
TSB Venture is based in Folson, LA, while the other creditors are
based in Texas.

TSB is represented by Brandon A. Brown, Esq., and Ryan James
Richmond, Esq. of Stewart Robbins & Brown, LLC, in Baton Rouge,
Louisiana.

Rainbow Investments, Kevin Kling GST Trust, Tim O'Leary and John
Zapalac are represented by J. Eric Lockridge, Esq. --
eric.lockridge@keanmiller.com -- of Kean Miller.


TRUMP ENTERTAINMENT: Drops Threat to Close Casino in November
-------------------------------------------------------------
Wayne Parry at the Associated Press reports that Trump
Entertainment Resorts Inc.'s Trump Taj Mahal is dropping its
threat to close Trump Taj Mahal on Nov. 13, saying that the casino
will definitely remain open throughout the month of November.

According to AP, the Company said it still cannot guarantee Trump
Taj Mahal won't close by the end of the year.

As reported by the Troubled Company Reporter on Oct 23, 2014,
Brian Pempus at Cardplayer.com report reported that Trump Taj
Mahal threatened to close on Nov. 13 if its demands wouldn't be
met.  AP added that Trump Taj Mahal is seeking $175 million in
state and local government assistance to help it stay afloat
before billionaire Carl Icahn would agree to purchase the property
and bail it out.

AP says that Trump Entertainment had threatened the Nov. 13 Trump
Taj Mahal closure if it didn't get a judge to free it from making
health care and pension payments for the casino's 3,000 workers.

AP quoted Trump Entertainment CEO Robert Griffin as saying, "As of
now we don't have any plan to close the Taj, but that could change
next month.  We still need our plan to be approved, and we need
assistance from the state with no assurance we're going to get
it."

Mr. Icahn told AP that Trump Taj Mahal will almost certainly
close, as the casino's finances are dire.  According to AP, Mr.
Icahn said that he won't back out of a deal he made with Trump
Entertainment to acquire the Taj Mahal but he wished he never
answered the phone when the Company first called him about it.

AP relates that Local 54 of the Unite-HERE union told the
Bankruptcy Court on Wednesday that Trump Entertainment cannot stop
it from contacting clients to warn them of the labor dispute and
urging them to go elsewhere.  The Company, says the report, asked
the Court on Oct. 8, 2014, to order the union to tell those it
contacted that its previous communications were "misleading."
However, the union countered on Wednesday that federal law Norris-
LaGuardia Act prohibits federal courts from barring publicity
connected with a labor dispute, the report states.

What the Company is asking for would be unconstitutional because
it would breach the union's First Amendment rights, AP reports,
citing union attorney William Josem.

Erik Sherman, writing for Aol Jobs, reports that former Secretary
of Labor Robert Reich said, "the Trump Plaza folded and the Trump
Taj Mahal filed for bankruptcy, leaving some 1,000 employees
without jobs."

                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 shutter its casinos.

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, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

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.




UNIVERSAL HEALTHCARE: J&B to Probe Fraudulent Transfers
-------------------------------------------------------
Soneet R. Kapila, as the duly appointed Chapter 11 trustee for the
estate of Universal Health Care Group, Inc., et al., moves the
Bankruptcy Court to expand and approve the scope of retention of
the Law Firm of Jennis & Bowen, P.L., as the trustee's special
conflicts counsel.

On July 25, 2013, the Trustee filed an application for
authorization to employ J&B and David S. Jennis as special
conflicts counsel nunc pro tunc to June 10, 2013.  The application
specifically indicated that J&B was retained as special conflicts
counsel to perform legal services in connection with the
investigation of transactions involving Wells Fargo Bank, N.A.;
General Electric Capital Corporation; and Verizon Communications,
Inc., and to advise and assist the trustee in carrying out his
duties with respect to those entities.

The Trustee, in its new motion, stated that J&B will investigate,
settle and, if appropriate, pursue certain preference and
fraudulent transfer actions nunc pro tunc to April 2, 2014.

J&B has agreed to represent the Trustee for fees ultimately to be
determined by the Court.  J&B's hourly rates range from $120 to
$150 for paraprofessionals and from $175 to $425 for attorneys.

The trustee is represented by:

         Roberta A. Colton, Esq.
         TRENAM, KEMKER, SCHARF, BARKIN, FRYE, O'NEILL & MULLIS,
         PA
         2700 Bank of America Plaza
         Tampa, FL 33602
         P.O. Box 1102
         Tampa, FL 33601-1102
         Tel: (813) 223-7474
         E-mail: rcolton@trenam.com

                About Universal Health Care Group

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.
Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc., serves as a forensic imaging
consultant to the Chapter 11 trustee.


UNIVERSITY DIRECTORIES: Case Summary & Top Unsecured Creditors
--------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:

         Debtor                                   Case No.
         ------                                   --------
         Vilcom, LLC                              14-81177
         88 Vilcom Center Drive, Suite 160
         Chapel Hill, NC 27514

         Vilcom Properties, LLC                   14-81179
         88 Vilcom Center Drive, Suite 160
         Chapel Hill, NC 27514

         Print Shop Management, LLC               14-81180

         Vilcom Interactive Media, LLC            14-81181

         Vilcom Real Estate Development           14-81182
         (VRD), LLC

         University Directories, LLC              14-81184
             dba The AroundCampus Group
         88 Vilcom Center Drive, Suite 160
         Chapel Hill, NC 27514

Chapter 11 Petition Date: October 24, 2014

Court: United States Bankruptcy Court
       Middle District of North Carolina (Durham)

Judge: Hon. Catharine R. Aron

Debtors' Counsel: John A. Northen, Esq.
                  NORTHEN BLUE, LLP
                  P.O. Box 2208
                  Chapel Hill, NC 27514-2208
                  Tel: (919) 968-4441
                  E-mail: jan@nbfirm.com

                    - and -

                  Vicki L. Parrott, Esq.
                  P.O. Box 2208
                  Chapel Hill, NC 27514-2208
                  Tel: (919) 968-4441
                  E-mail: vlp@nbfirm.com

                                         Total        Total
                                        Assets     Liabilities
                                      -----------  -------------
Vilcom, LLC                            $378,196      $2.06MM
Vilcom Properties                      $2.09MM       $1.97MM
University Directories                 $3.55MM       $8.50MM

The petitions were signed by James A. Heavner, manager.

A list of Vilcom LLC's nine largest unsecured creditors is
available for free at:

     http://bankrupt.com/misc/ncmb14-81177.pdf

A list of Vilcom Properties, LLC's five largest unsecured
creditors is available for free at:

     http://bankrupt.com/misc/ncmb14-81179.pdf

A list of University Directories' 20 largest unsecured creditors
is available for free at:

     http://bankrupt.com/misc/ncmb14-81184.pdf


YSC INC: Court Confirms Third Amended Plan of Reorganization
------------------------------------------------------------
Bankruptcy Judge Marc Barreca confirmed YSC, Inc.'s Third Amended
Plan of Reorganization dated July 28, 2014, subject to these
conditions:

   1) The Debtor remains liable to Choice Hotels International,
Inc. for postpetition franchise fees incurred between June 17,
2014, and the closing of the sale of its Comfort Inn on July 1,
2014, totaling $11,407.  This amount will be allowed as an
administrative claim, to be paid by the Plan's Effective Date; and

   2) Notwithstanding the provisions in the Plan for the treatment
of Class Eleven, Ramada Worldwide, Inc.'s claim related to
franchise fees owing by Debtor, the order will incorporate by
reference the terms of a separate order, forthcoming, which
resolves the Objection by Ramada Worldwide, Inc.

Majority of YSC's creditors voted in favor of the Plan, except for
Whidbey Island Bank, n/k/a Heritage Bank, which holds an
$11,356,973 secured claim; Marlin Business Bank, which holds a
$6,943 secured claim; and Ramada Worldwide, Inc., which holds a
$92,633 claim.

Ramada, which operates a guest-lodging facility franchise system,
complained that the Plan fails the confirmation standards of
Section 1129 and was not proposed in good faith because the Debtor
is proposing a painfully long cure to Ramada lasting a decade and
also proposes relatively small payments to general unsecured
creditors.  The Debtor, in response to Ramada's plan confirmation
objection, tells the Court that it is in the process of attempting
to reach a settlement with Ramada regarding the repayment of its
arrears, and is hopeful that an agreement will be reached prior to
the confirmation hearing.

A full-text copy of the Disclosure Statement dated July 28, 2014,
is available at http://bankrupt.com/misc/YSCds0728.pdf

                 Stipulated Order Amending Plan

On Sept. 29, 2014, Judge Barreca approved a stipulated order
regarding Ramada, and amending the Debtor's Plan of
Reorganization.

The Debtors' Third Amended Plan is modified to provide, among
other things:

   * Amounts owed to Ramada under the franchise agreement
including postpetition recurring fees due as of confirmation will
be paid in a lump sum on the Effective Date; and

   * Effective as of the date of entry of the order confirming the
Plan, the Debtor will be deemed to demise, release and forever
discharge Ramada, of and from any and all manner of actions which
the Debtor now has, can have, or ever had for on by reason of any
cause, matter or thing whatsoever.

As of the date of filing, the Debtor was liable to Ramada in the
amount of at least $92,633.

                             About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.

Scott Hutchison, Esq., represents Whidbey Island Bank.

YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal
Chapter 11 bankruptcy (Case No. 14-10897).


YSC INC: U.S. Trustee Balks at Employment of Berger Singerman
-------------------------------------------------------------
Guy G. Gebhardt, the Acting U.S. Trustee for Region 21, objected
to Trigeant Holdings, Ltd., et al.'s application to employ Berger
Singerman LLP.

The U.S. Trustee said that:

   1. The Debtors failed to disclose all material facts concerning
the scope of the representations, well as the existence of
possible conflicts between the Debtors and the firm's other
clients; and

   2. The employment applications do not adequately justify the
terms of the firm's employment.  In particular, the application
does not set forth the reasons for the selection of the firm in a
meaningful fashion.  In addition, the application does not
disclose whether the firm intends to follow certain basic
procedures that will ensure adequate cost controls and oversight
of their fees to ensure fair treatment for all stakeholders.

                             About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.

Scott Hutchison, Esq., represents Whidbey Island Bank.

YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal
Chapter 11 bankruptcy (Case No. 14-10897).


CLUB AT SHENANDOAH: Western Golf Okayed as Bookkeeper
-----------------------------------------------------
The Bankruptcy Court approved the consulting services agreement
between The Club at Shenandoah Springs Village, Inc., and Western
Golf Properties, LLC.

Western Golf, the Debtor's former on-site management company, will
perform these services for $4,000 per month:

   -- provide monthly bookkeeping and financial reporting
services;

   -- prepare monthly operating reports; and

   -- meet monthly at Western Golf's corporate results and related
financial issues.

           About The Club at Shenandoah Springs Village

The Club at Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over the case.  Daniel A. Lev, Esq., and Steven Worth, Esq., at
SulmeyerKupetz, in Los Angeles, Calif., represent the Debtor as
counsel.


* Kathryn McGlynn Joins Gavin/Solmonese as Director
---------------------------------------------------
Gavin/Solmonese LLC on Oct. 23 disclosed that it has hired Kathryn
McGlynn to join the firm's growing Corporate Recovery practice.
As a Director, Ms. McGlynn will work on engagements for borrowers,
debtors, creditors and creditors' committees, and on litigation
consulting engagements.  Ms. McGlynn will be based in the firm's
headquarters in Wilmington, DE, as well as in New York City.

With more than 13 years of industry experience, Ms. McGlynn has
served as a financial advisor to debtors, senior lenders, bond
insurers, and unsecured creditors both in bankruptcy and out-of-
court matters.  She has also worked on numerous litigation
engagements.

"Kate brings a wealth of hands-on experience in complex turnaround
and interim management cases and a keen analytical eye to
creditors' representations," said Ted Gavin, Managing Director and
Founding Partner of Gavin/Solmonese.  "We are proud to have Kate
as an ambassador of our firm, our brand and our message."

Prior to joining Gavin/Solmonese, Ms. McGlynn was a Manager in the
Corporate Advisory and Restructuring Services group at Grant
Thornton LLC.  She began her financial advisory career at KPMG in
its Corporate Recovery Group, which was later acquired by Mesirow
Financial Consulting, LLC.  Ms. McGlynn has supervised and
performed 13-week cash flow, business plan, recovery, and claims
analyses as well as asset reviews.  In addition, she has analyzed
revenue and expense sources to determine feasibility while
advising the parties involved, and has prepared financial
projections.

Ms. McGlynn has served clients in the airline, healthcare, real
estate, automotive, power supply, retail, chemical, and investment
management industries as well as the nonprofit and municipal
sectors.  She is active with the New York chapter of the
Turnaround Management Association (TMA), as a member of its board
of directors as well as its NOW Committee.  Ms. McGlynn is also a
member of the American Bankruptcy Institute (ABI) and the
Association of Insolvency & Restructuring Advisors (AIRA).

She holds a Bachelor's Degree in Corporate Communication with a
minor in Business from the University of Texas at Austin.

                     About Gavin/Solmonese

Whether it's protecting a company or its creditors from failure,
deploying new leadership, or reversing antiquated thinking,
Gavin/Solmonese leads companies to measurable bottom line
improvement.  The Gavin/Solmonese Corporate Restructuring Group --
http://www.gavinsolmonese.com-- provides leadership for
underperforming and troubled companies and their stakeholders,
helping businesses maximize value for owners, investors, creditors
and employees.  The Gavin/Solmonese Corporate Engagement & Public
Affairs Group leads organizations through critical strategic
thinking and tactical planning, creating better connections with
consumers, decision makers and the media, resulting in market
share growth and higher profitability.


* BESTATTORNEYSONLINE.COM Reveals Top Bankruptcy 30 Legal Firms
---------------------------------------------------------------
The thirty best debt legal services have been named by
bestattorneysonline.com for the month of October 2014.
bestattorneysonline.com provides businesses with ratings online to
showcase the best legal services which produce remarkable services
to businesses searching for a variety of services to common
issues.  Services are featured based on their performance in a
rigorous analysis of their main services.

These firms are analyzed in order to decide which produce the best
overall bankruptcy and debt legal firm.  This is accomplished
through the use of a set of examination criteria consisting of
five verticals of evaluation used to benchmark and compare firms
based on the most vital aspects of these services.  The five
verticals of examination used during this process include
bankruptcy, collections, debt analysis, chapter 11, and chapter 7.

The 30 best financial legal firms for October 2014 are:

1. LeClairRyan

2. Mayer Brown LLP

3. Spilman Thomas & Battle, PLLC

4. Woods Rogers PLC

5. McAfee & Taft, A Professional Corporation

6. Taft Stettinius & Hollister LLP

7. Vandeventer Black LLP

8. Jeffer, Mangels, Butler & Marmaro LLP

9. Holland & Hart LLP

10. Williams Mullen

11. Obermayer Rebmann Maxwell & Hippel LLP

12. Kilpatrick Townsend & Stockton LLP

13. Bingham McHale LLP

14. Sutherland Asbill & Brennan LLP

15. Hodgson Russ LLP

16. Bassford Remele, A Professional Association

17. Winstead PC

18. Wilentz, Goldman & Spitzer, A Professional Corporation

19. SmithAmundsen LLC

20. Skadden, Arps, Slate, Meagher & Flom LLP

21. Sheppard, Mullin, Richter & Hampton LLP

22. Porter & Hedges, L.L.P.

23. Wyatt, Tarrant & Combs, LLP

24. Bingham McCutchen LLP

25. Porzio, Bromberg & Newman P.C.

26. Shipman & Goodwin LLP

27. Lathrop & Gage LLP

28. Seyfarth Shaw LLP

29. Kerr, Russell and Weber, PLC

30. Merrick Law Firm LLC

                  About bestattorneysonline.com

bestattorneysonline.com is a well-known independent authority on
law firms.  The primary purpose of bestattorneysonline.com is to
uncover and reveal those individuals or services providing the top
legal agencies all over the world.  A specialized team of
researchers examine thousands of applicants each month who are
seeking to be ranked as a top legal product or service by the
independent authority.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
  Company          Ticker             ($MM)      ($MM)      ($MM)
  -------          ------           ------   --------    -------
6D GLOBAL TECHNO   SIXD US             -        (15.1)     (15.1)
ABSOLUTE SOFTWRE   ABT2EUR EU        129.2       (9.4)       0.4
ABSOLUTE SOFTWRE   OU1 GR            129.2       (9.4)       0.4
ABSOLUTE SOFTWRE   ALSWF US          129.2       (9.4)       0.4
ABSOLUTE SOFTWRE   ABT CN            129.2       (9.4)       0.4
ADVANCED CELL TE   T2N1 GR             5.5       (5.8)      (4.8)
ADVANCED CELL TE   ACTC US             5.5       (5.8)      (4.8)
ADVANCED EMISSIO   ADES US           106.4      (46.1)     (15.3)
ADVANCED EMISSIO   OXQ1 GR           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    AIDIF US       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 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* MM        3,685.9     (396.1)     689.3
AMC NETWORKS-A     AMCX US         3,685.9     (396.1)     689.3
AMC NETWORKS-A     9AC GR          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           161.0      (39.4)     (22.7)
ANGIE'S LIST INC   8AL GR            161.0      (39.4)     (22.7)
ANGIE'S LIST INC   8AL TH            161.0      (39.4)     (22.7)
ARRAY BIOPHARMA    ARRY US           139.1      (25.7)      68.9
AUTOZONE INC       AZ5 TH          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC       AZ5 GR          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC       AZO US          7,371.8   (1,808.2)  (1,016.1)
AUTOZONE INC       AZOEUR EU       7,371.8   (1,808.2)  (1,016.1)
AVALANCHE BIOTEC   AVU GR             54.8       43.0       48.9
AVALANCHE BIOTEC   AAVL US            54.8       43.0       48.9
AVID TECHNOLOGY    AVID US           191.9     (349.4)    (150.5)
BENEFITFOCUS INC   BTF GR            141.0      (14.6)      52.3
BENEFITFOCUS INC   BNFT US           141.0      (14.6)      52.3
BERRY PLASTICS G   BP0 GR          5,419.0     (118.0)     654.0
BERRY PLASTICS G   BERY US         5,419.0     (118.0)     654.0
BRP INC/CA-SUB V   B15A GR         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   DOO CN          1,895.9      (44.8)     133.6
BURLINGTON STORE   BUI GR          2,555.3     (140.1)     102.3
BURLINGTON STORE   BURL US         2,555.3     (140.1)     102.3
CABLEVISION SY-A   CVY GR          6,701.1   (5,133.2)     338.4
CABLEVISION SY-A   CVC US          6,701.1   (5,133.2)     338.4
CABLEVISION-W/I    CVC-W US        6,701.1   (5,133.2)     338.4
CABLEVISION-W/I    8441293Q US     6,701.1   (5,133.2)     338.4
CADIZ INC          CDZI US            57.9      (45.6)       4.7
CAESARS ENTERTAI   CZR US         27,069.4   (2,578.4)   1,716.6
CAESARS ENTERTAI   C08 GR         27,069.4   (2,578.4)   1,716.6
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       CTLT US         3,090.2     (367.3)     234.5
CENTENNIAL COMM    CYCL US         1,480.9     (925.9)     (52.1)
CHOICE HOTELS      CHH US            664.2     (397.0)     206.0
CHOICE HOTELS      CZH GR            664.2     (397.0)     206.0
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       DENN US           284.2       (0.0)     (21.5)
DENNY'S CORP       DE8 GR            284.2       (0.0)     (21.5)
DERMIRA            DERM US            16.5       (2.2)       3.9
DIPLOMAT PHARMAC   7DP GR            338.9       30.1      (43.4)
DIPLOMAT PHARMAC   DPLO US           338.9       30.1      (43.4)
DIRECTV            DTVEUR EU      22,126.0   (6,127.0)    (624.0)
DIRECTV            DTV CI         22,126.0   (6,127.0)    (624.0)
DIRECTV            DTV US         22,126.0   (6,127.0)    (624.0)
DIRECTV            DIG1 GR        22,126.0   (6,127.0)    (624.0)
DOMINO'S PIZZA     EZV GR            510.9   (1,281.7)     112.9
DOMINO'S PIZZA     DPZ US            510.9   (1,281.7)     112.9
DOMINO'S PIZZA     EZV TH            510.9   (1,281.7)     112.9
DUN & BRADSTREET   DNB US          1,773.4   (1,077.1)     (60.3)
DUN & BRADSTREET   DB5 GR          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             1.7       (4.4)      (5.6)
FAIRPOINT COMMUN   FONN GR         1,524.8     (360.6)      20.9
FAIRPOINT COMMUN   FRP US          1,524.8     (360.6)      20.9
FERRELLGAS-LP      FGP US          1,572.3     (111.6)       9.9
FERRELLGAS-LP      FEG GR          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   FSL US          3,306.0   (3,593.0)   1,333.0
FREESCALE SEMICO   1FS TH          3,306.0   (3,593.0)   1,333.0
FREESCALE SEMICO   1FS GR          3,306.0   (3,593.0)   1,333.0
GAMING AND LEISU   2GL GR          2,581.7      (72.9)     (41.1)
GAMING AND LEISU   GLPI US         2,581.7      (72.9)     (41.1)
GENCORP INC        GY US           1,749.7      (48.5)      70.2
GENCORP INC        GCY TH          1,749.7      (48.5)      70.2
GENCORP INC        GCY GR          1,749.7      (48.5)      70.2
GENTIVA HEALTH     GHT GR          1,250.6     (285.7)     112.2
GENTIVA HEALTH     GTIV US         1,250.6     (285.7)     112.2
GLG PARTNERS INC   GLG US            400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US          400.0     (285.6)     156.9
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   HCA US         29,822.0   (6,588.0)   2,877.0
HCA HOLDINGS INC   2BH TH         29,822.0   (6,588.0)   2,877.0
HCA HOLDINGS INC   2BH GR         29,822.0   (6,588.0)   2,877.0
HD SUPPLY HOLDIN   HDS US          6,714.0     (701.0)   1,438.0
HD SUPPLY HOLDIN   5HD GR          6,714.0     (701.0)   1,438.0
HERBALIFE LTD      HLFEUR EU       2,435.7     (404.1)     552.4
HERBALIFE LTD      HOO GR          2,435.7     (404.1)     552.4
HERBALIFE LTD      HLF US          2,435.7     (404.1)     552.4
HOVNANIAN ENT-A    HOV US          1,893.7     (443.1)   1,107.3
HOVNANIAN ENT-B    HOVVB US        1,893.7     (443.1)   1,107.3
HOVNANIAN-A-WI     HOV-W US        1,893.7     (443.1)   1,107.3
HUBSPOT INC        096 GR             52.1       (5.3)     (22.1)
HUBSPOT INC        HUBS US            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 TH            679.1     (171.0)     464.6
INCYTE CORP        INCY US           679.1     (171.0)     464.6
INCYTE CORP        ICY GR            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   JE US           1,511.6     (169.0)     230.1
JUST ENERGY GROU   JE CN           1,511.6     (169.0)     230.1
JUST ENERGY GROU   1JE GR          1,511.6     (169.0)     230.1
L BRANDS INC       LTD TH          6,870.0     (503.0)   1,119.0
L BRANDS INC       LB US           6,870.0     (503.0)   1,119.0
L BRANDS INC       LTD GR          6,870.0     (503.0)   1,119.0
LEAP WIRELESS      LWI TH          4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI GR          4,662.9     (125.1)     346.9
LEAP WIRELESS      LEAP US         4,662.9     (125.1)     346.9
LEE ENTERPRISES    LEE US            828.2     (165.0)     (26.0)
LORILLARD INC      LLV TH          3,275.0   (2,155.0)     918.0
LORILLARD INC      LO US           3,275.0   (2,155.0)     918.0
LORILLARD INC      LLV GR          3,275.0   (2,155.0)     918.0
MANNKIND CORP      NNF1 GR           236.3      (46.4)     (74.3)
MANNKIND CORP      NNF1 TH           236.3      (46.4)     (74.3)
MANNKIND CORP      MNKD US           236.3      (46.4)     (74.3)
MARRIOTT INTL-A    MAQ GR          6,830.0   (1,720.0)  (1,153.0)
MARRIOTT INTL-A    MAQ TH          6,830.0   (1,720.0)  (1,153.0)
MARRIOTT INTL-A    MAQ QT          6,830.0   (1,720.0)  (1,153.0)
MARRIOTT INTL-A    MAR US          6,830.0   (1,720.0)  (1,153.0)
MDC PARTNERS-A     MD7A GR         1,685.0      (87.5)    (228.9)
MDC PARTNERS-A     MDZ/A CN        1,685.0      (87.5)    (228.9)
MDC PARTNERS-A     MDCA US         1,685.0      (87.5)    (228.9)
MERITOR INC        MTOR US         2,810.0     (527.0)     373.0
MERITOR INC        AID1 GR         2,810.0     (527.0)     373.0
MERRIMACK PHARMA   MP6 GR            129.8      (77.1)      13.0
MERRIMACK PHARMA   MACK US           129.8      (77.1)      13.0
MICHAELS COS INC   MIK US          1,716.0   (2,734.0)     493.0
MICHAELS COS INC   MIM GR          1,716.0   (2,734.0)     493.0
MONEYGRAM INTERN   MGI US          4,784.5     (142.0)     119.2
MORGANS HOTEL GR   M1U GR            684.8     (211.2)     124.9
MORGANS HOTEL GR   MHGC US           684.8     (211.2)     124.9
MOXIAN CHINA INC   MOXC US             4.9       (1.2)      (4.0)
MPG OFFICE TRUST   1052394D US     1,280.0     (437.3)       -
NATIONAL CINEMED   NCMI US         1,005.2     (188.3)      79.1
NATIONAL CINEMED   XWM GR          1,005.2     (188.3)      79.1
NAVISTAR INTL      IHR TH          7,702.0   (4,046.0)   1,126.0
NAVISTAR INTL      IHR GR          7,702.0   (4,046.0)   1,126.0
NAVISTAR INTL      NAV US          7,702.0   (4,046.0)   1,126.0
NEKTAR THERAPEUT   ITH GR            478.1      (35.4)     213.9
NEKTAR THERAPEUT   NKTR US           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   PM FP          35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   4I1 GR         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM1EUR EU      35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM1 TE         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PMI SW         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM US          35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM1CHF EU      35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   4I1 TH         35,401.0   (8,677.0)    (356.0)
PLAYBOY ENTERP-A   PLA/A US          165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US            165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US         1,096.8      (91.4)     217.3
PLY GEM HOLDINGS   PG6 GR          1,096.8      (91.4)     217.3
PROTALEX INC       PRTX US             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   QTS GR          2,978.6     (621.6)     511.6
QUINTILES TRANSN   Q US            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       RYQ GR          1,225.0      (38.8)     136.3
RAYONIER ADV       RYAM US         1,225.0      (38.8)     136.3
REGAL ENTERTAI-A   RETA GR         2,675.7     (750.5)      26.2
REGAL ENTERTAI-A   RGC US          2,675.7     (750.5)      26.2
RENAISSANCE LEA    RLRN US            57.0      (28.2)     (31.4)
RENTPATH INC       PRM US            208.0      (91.7)       3.6
REVLON INC-A       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 TH          6,959.3   (1,906.5)   1,783.1
RITE AID CORP      RTA GR          6,959.3   (1,906.5)   1,783.1
ROCKWELL MEDICAL   RWM GR             25.9       (3.9)       6.4
ROCKWELL MEDICAL   RMTI US            25.9       (3.9)       6.4
ROCKWELL MEDICAL   RWM TH             25.9       (3.9)       6.4
RURAL/METRO CORP   RURL US           303.7      (92.1)      72.4
RYERSON HOLDING    7RY TH          2,001.1     (108.5)     734.8
RYERSON HOLDING    7RY GR          2,001.1     (108.5)     734.8
RYERSON HOLDING    RYI US          2,001.1     (108.5)     734.8
SALLY BEAUTY HOL   SBH US          1,983.6     (362.8)     616.8
SALLY BEAUTY HOL   S7V GR          1,983.6     (362.8)     616.8
SEQUENOM INC       SQNM US           131.6      (49.3)      51.4
SILVER SPRING NE   SSNI US           534.3     (111.7)      83.2
SILVER SPRING NE   9SI TH            534.3     (111.7)      83.2
SILVER SPRING NE   9SI GR            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
SUPERVALU INC      SJ1 TH          4,486.0     (634.0)      92.0
SUPERVALU INC      SJ1 GR          4,486.0     (634.0)      92.0
SUPERVALU INC      SVU* MM         4,486.0     (634.0)      92.0
SUPERVALU INC      SVU US          4,486.0     (634.0)      92.0
THERAVANCE         HVE GR            605.6     (187.5)     303.2
THERAVANCE         THRX US           605.6     (187.5)     303.2
THRESHOLD PHARMA   THLD US            84.2      (28.3)      42.8
TRANSDIGM GROUP    TDG US          6,711.0   (1,591.5)   1,073.0
TRANSDIGM GROUP    T7D GR          6,711.0   (1,591.5)   1,073.0
TRAVELPORT WORLD   1TW GR          3,016.0   (1,069.0)    (262.0)
TRAVELPORT WORLD   1TW TH          3,016.0   (1,069.0)    (262.0)
TRAVELPORT WORLD   TVPT US         3,016.0   (1,069.0)    (262.0)
TRINET GROUP INC   TNET US         1,333.0      (36.7)      70.3
TRINET GROUP INC   TNETEUR EU      1,333.0      (36.7)      70.3
TRINET GROUP INC   TN3 TH          1,333.0      (36.7)      70.3
TRINET GROUP INC   TN3 GR          1,333.0      (36.7)      70.3
TRUPANION INC      TRUP US            48.8       (7.3)       3.8
ULTRA PETROLEUM    UPLEUR EU       2,958.1     (123.5)    (352.9)
ULTRA PETROLEUM    UPM GR          2,958.1     (123.5)    (352.9)
ULTRA PETROLEUM    UPL US          2,958.1     (123.5)    (352.9)
UNISYS CORP        UISEUR EU       2,279.4     (521.2)     343.9
UNISYS CORP        UIS1 SW         2,279.4     (521.2)     343.9
UNISYS CORP        UIS US          2,279.4     (521.2)     343.9
UNISYS CORP        USY1 TH         2,279.4     (521.2)     343.9
UNISYS CORP        USY1 GR         2,279.4     (521.2)     343.9
UNISYS CORP        UISCHF EU       2,279.4     (521.2)     343.9
VECTOR GROUP LTD   VGR US          1,642.7      (31.1)     560.0
VECTOR GROUP LTD   VGR QT          1,642.7      (31.1)     560.0
VECTOR GROUP LTD   VGR GR          1,642.7      (31.1)     560.0
VENOCO INC         VQ US             736.8     (139.5)    (777.3)
VERISIGN INC       VRS GR          2,207.4     (748.8)    (326.3)
VERISIGN INC       VRS TH          2,207.4     (748.8)    (326.3)
VERISIGN INC       VRSN US         2,207.4     (748.8)    (326.3)
VIRGIN MOBILE-A    VM US             307.4     (244.2)    (138.3)
WEIGHT WATCHERS    WTW US          1,526.4   (1,397.9)      13.8
WEIGHT WATCHERS    WW6 GR          1,526.4   (1,397.9)      13.8
WEIGHT WATCHERS    WW6 TH          1,526.4   (1,397.9)      13.8
WEIGHT WATCHERS    WTWEUR EU       1,526.4   (1,397.9)      13.8
WEST CORP          WT2 GR          3,876.0     (672.7)     264.3
WEST CORP          WSTC US         3,876.0     (672.7)     264.3
WESTMORELAND COA   WME GR          1,583.7     (260.6)      50.8
WESTMORELAND COA   WLB US          1,583.7     (260.6)      50.8
XERIUM TECHNOLOG   TXRN GR           633.4       (8.9)     104.5
XERIUM TECHNOLOG   XRM US            633.4       (8.9)     104.5
XOMA CORP          XOMA TH            89.9       (7.6)      45.9
XOMA CORP          XOMA GR            89.9       (7.6)      45.9
XOMA CORP          XOMA US            89.9       (7.6)      45.9
YRC WORLDWIDE IN   YEL1 GR         2,179.5     (362.4)     201.2
YRC WORLDWIDE IN   YEL1 TH         2,179.5     (362.4)     201.2
YRC WORLDWIDE IN   YRCW US         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 202-362-8552.


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