TCR_Public/141031.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, October 31, 2014, Vol. 18, No. 303

                            Headlines

AC 1 INV: Court Determines CRO Motion Moot; GC to Serve as Manager
ACCIPITER COMMS: Wants Plan Voting Deadline Extended to Dec. 26
ALCO STORES: U.S. Trustee Appoints Creditors Committee
ALTISOURCE PORTFOLIO: S&P Revises Outlook to Neg. & Affirms B+ ICR
AMAG PHARMACEUTICALS: Moody's Assigns B2 Corporate Family Rating

AMPAM POWER: Wins Summary Judgment Against Capstone Building
AMSTERDAM HOUSE: Court Confirms Ch. 11 Plan of Reorganization
ARMORWORKS ENTERPRISES: Novellus & Claims Recovery Join Committee
ART AND ARCHITECTURE: Hearing on Landlord's Bid Moved to Nov. 3
ASSOCIATED WHOLESALERS: C&S Wholesale Grocers Wins Auction

ASSOCIATED WHOLESALERS: Court Enters Order Approving Sale
ASSOCIATED WHOLESALERS: AWI Delaware Files Schedules
ATLANTIC & PACIFIC: S&P Withdraws 'CCC' Corporate Credit Rating
AUTOMATED BUSINESS: Court Rules PNC Bank's Compliance Bid Moot
AVIATION SERVICES: Potential Investors & CDA Eyeing Assets

BROMPTON LIFECO: DBRS Confirms Pfd-4(high) Rating on Pref. Shares
BROWN MEDICAL: Chapter 11 Plan Declared Effective October 1
BUFFET PARTNERS: Court Allows Assignment of 401k Plan to Purchaser
CANNERY CASINO: Loan Violation Expected Amid Litigation
CANNERY CASINO: S&P Cuts CCR to B- on Weak Operating Performance

CAREFREE WILLOWS: Dist. Court Declines Fast Track Plan Process
CHARTER COMMUNICATIONS: Moody's Rates Proposed Unsecured Bonds B1
CHARTER COMMUNICATIONS: S&P Assigns 'B+' Rating on $1.5BB Notes
CLARENDON HOSPITAL: S&P Lowers Rating on 2011A GO Bonds to 'B'
CLOUDEEVA INC: Court Approves Cole Schotz as Appellate Counsel

CLOUDEEVA INC: Court Denies Payment of Foreign Vendor Claims
CRITTENDEN HOSPITAL: May Hire Brad H. Wooley as Auctioneer
CTI BIOPHARMA: Posts $4.6 Million Net Income in Third Quarter
DAEHAN SHIPBUILDING: Korean Bankruptcy Recognized by U.S. Court
DEAL MAKERS: Case Summary & Unsecured Creditor

DEE ALLEN: County Treasurer to Remit Excess Tax Sales Proceeds
DESERT LAND: Nevada Judge Denies Motion to Strike Jury Demand
DESERT LAND: Bid to Strike Jury Demand Granted in Suit v. Shotgun
DIEBOLT LUMBER: Voluntary Chapter 11 Case Summary
DIGITAL DOMAIN: Court OKs Settlement Between Panel and Defendants

DOMUM LOCIS: Can Not File Chapter 11 Plan Until January 2015
DOTS LLC: Court Requires Citibank to Turn Over Property
DOVER DOWNS: Receives NYSE Listing Non-Compliance Notice
EDGENET INC: Files Amended Liquidation Plan, Disclosure Statement
EDUCATION MANAGEMENT: Extends Exchange Offer Expiration Date

EMPRESAS OMAJEDE: Resolves Objection to State Insurance's Claim
ERNESTO MELENDEZ-PEREZ: Ex-Wife's Bid to Amend Judgment Denied
EXPRESS ENERGY: Moody's Assigns B3 Corporate Family Rating
EXPRESS ENERGY: S&P Assigns 'B' CCR; Outlook Stable
F&H ACQUISITION: Has Until January 2015 to File Plan

FEDERAL-MOGUL: Summary Judgment Bid in "Podedworny" Suit Denied
FIDELITY & GUARANTY: Fitch Affirms 'BB' Issuer Default Rating
FIRST PHILADELPHIA: Judge Burns Confirms Amended Chapter 11 Plan
FIRST SECURITY: Posts $927,000 Net Income in Third Quarter
FOREST OIL: Plans to Effect Reverse Common Stock Split

FR 160: Case Dismissed; Pending Hearings and Deadlines Vacated
GENIUS BRANDS: Appoints Rebecca Hershinger as CFO
GFI GROUP: S&P Retains 'B' Rating on CreditWatch Negative
GGW BRANDS: Deal with 'Hottest Girl in America' Approved
GROVE ESTATES: Court Approves Smigel Anderson as Counsel

GROVE ESTATES: Can Hire Francis Musso as Accountant
GT ADVANCED: Judge Orders Bankruptcy Papers Unsealed
GT ADVANCED: Job Losses to Amount to $5.6MM in Termination Costs
HAMPTON CAPITAL: Gets Approval to Sell Wagram Property to Cascades
HANCOCK STREET: Case Summary & 6 Unsecured Creditors

HARRIS COUNTY-HOUSTON SPORTS: S&P Raises Jr. Bonds Rating to 'BB+'
HEALTH NET: Moody's Raises Sr. Debt Rating to Ba2
HOLY HILL: Puts Sunset Boulevard Property on Sale for $55MM
HOUSTON REGIONAL: Final Arguments on Exit Plan Begin
HUNTSMAN INT'L: Moody's Rates $300MM Unsecured Notes 'B1'

HUNTSMAN INT'L: S&P Rates Proposed $400MM Sr. Unsecured Notes 'B+'
HYDROCARB ENERGY: Needs More Time to File Fiscal 2014 10-K
IBAHN CORP: Plan Filing Exclusivity Extended to Jan. 31
IHEARTCOMMUNICATIONS INC: Incurs $115-Mil. Net Loss in 3rd Quarter
IMPLANT SCIENCES: Amends Fiscal 2014 Annual Report

ISTAR FINANCIAL: Posts $22.3 Million Net Income in Third Quarter
ITR CONCESSION: Wins Final Approval to Use Cash Collateral
JOHN WHITNEY: Cal. App. Court Rules in Dispute With Citibank
KIRON REAL ESTATE: Case Summary & Unsecured Creditor
LDK SOLAR: Combined Plan, Disclosures Hearing Set for Nov. 21

LDK SOLAR: Can Employ Epiq as Claims & Noticing Agent
LDK SOLAR: Obtains Provisional Ch. 15 Relief
LDR INDUSTRIES: Files Schedules of Assets and Liabilities
LEHMAN BROTHERS: Trustee Hires Bancroft PLLC as Special Counsel
LEHMAN BROTHERS: Ex-Employee Ordered by Court to Stop Suit

LEHMAN BROTHERS: Files 59th Status Report on Claims Settlements
LEHMAN BROTHERS: Signs Deal to Allow Delaware Suit to Proceed
LEHMAN BROTHERS: Signs Deal to Resolve RBC Capital's Claim
LEHMAN BROTHERS: Sues Raymond James to Recover $2 Million
LEHMAN BROTHERS: Sues Buck Institute Over Swap Claims

LEHMAN BROTHERS: Hudson City Bancorp Gets $2.4-Mil. Payment
LEVEL 3 COMMUNICATIONS: Moody's Hikes Corp. Family Rating to B2
LEVEL 3: Stockholders Approve Acquisition of tw telecom
LIN MEDIA: S&P Affirms 'BB-' CCR & Removes from CreditWatch Neg.
MACKINAW POWER: S&P Keeps 'B+' Term Loan Rating on Watch Negative

METEX MFG CORP: Seeks Final Decree Closing Chapter 11 Case
MF GLOBAL: Trustee Begins Distributions to Sec. & Unsec. Creditors
MIG LLC: Seeks Dec. 29 Extension of Plan Filing Date
MINERAL PARK: Court Sets December 15 as Claim Bar Date
MISSION NEW ENERGY: Shareholders Re-Elect 4 Directors

MOMENTIVE PERFORMANCE: Reports Changes in D&Os Following Emergence
NAVISTAR INTERNATIONAL: To Present at Conferences Next Month
NIAGARA AT BARTON: Voluntary Chapter 11 Case Summary
NII HOLDINGS: Wants to Tap KPMG LLP as Auditor
NII HOLDINGS: Wants to Tap Deloitte Tax as Tax Advisor

NII HOLDINGS: Panel Can Retain Kramer Levin as Lead Counsel
NII HOLDINGS: Panel Can Retain FTI Consulting as Financial Advisor
NNN SIENA: Bankruptcy Case Transferred to San Jose Division
OBSC LLC: Case Summary & 19 Largest Unsecured Creditors
OHCMC OSWEGO: Has Until Today to Close Sale with REO Funding

POLY PLANT PROJECT: Taps Avant Advisory Group as Consultant
PROSPECT PARK: Amends Disclosure Statement, Liquidation Plan
PVA APARTMENTS: Lists $14.6-Mil. in Assets, $10.4-Mil. in Debts
PVA APARTMENTS: Seeks to Employ Sydney Hall as Attorneys
PVA APARTMENTS: Seeks Determination of Agoura Claim Value

QMX GOLD: Enters Into Forbearance Agreement with Third Eye
PACIFIC ETHANOL: Reports $3.7-Mil. Net Income in 3rd Qtr. 2014
REVSTONE INDUSTRIES: Unit Has Until Jan. 22 to File Plan
RICEBRAN TECHNOLOGIES: Registers 2.3 Million Shares for Resale
ROANOKE TIMBERLANDS: Stansbury Farm Sold at Auction for $2.1MM

ROCHDALE SECURITIES: Files Schedules of Assets and Liabilities
SAN JOAQUIN HILLS: Fitch Rates $293MM 2014B Junior Debt 'BB+'
SECURITY NATIONAL: Nov. 12 Hearing on Bid to Use Cash Collateral
SECURITY NATIONAL: Court Approves Asset Purchase Agreements
SM COMMERCIAL: Case Summary & 5 Unsecured Creditors

SMURFIT-STONE CONTAINER: Mike McFadden Denies Part in Mill Closure
SPECIALTY HOSPITAL: US Trustee Announces New Committee Member
SPECIALTY PRODUCTS: Plan Approval Hearing Dec. 10; Outline Okayed
SPECIALTY PRODUCTS: Asbestos PI Committee Has New Members
SPX CORP: S&P Puts 'BB+' CCR on Watch Negative Over Spin-off News

STOCKTON, CA: Judge Approves Bankruptcy Exit
STOCKTON, CA: NCPERS Issues Statement on Bankruptcy Plan Approval
TECOMET INC: Moody's Assigns B3 CFR & Rates New Secured Debt B2
TECOMET INC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
UNITED AMERICAN: Further Amends Standstill Pact With St. George

UNITED AMERICAN: Fife John Reports 68% Equity Stake
VERMILLION INC: Appoints Valerie Palmieri as COO
VIGGLE INC: Secures $30 Million in Investment From CEO
WESTLAKE VILLAGE PROPERTY: Claims Bar Date Set for Nov. 30
WESTMORELAND COAL: Incurs $49.1 Million Net Loss in 3rd Quarter

YMCA MILWAUKEE: Taps Buelow Vetter to Handle Employment Matters
YMCA MILWAUKEE: Taps Wipfli to Complete 2013 Audit and Tax Work
YMCA MILWAUKEE: Wants to Sell Vacant Land for $1.33 Million

* Bonwick to Lead US Treasury, Fiscal Service Liquidation Program

* BOOK REVIEW: Risk, Uncertainty and Profit


                             *********


AC 1 INV: Court Determines CRO Motion Moot; GC to Serve as Manager
------------------------------------------------------------------
Bankruptcy Judge Robert D. Drain entered an order resolving a
motion to retain GC Realty Advisors LLC as chief restructuring
officer for AC 1 INV Manahawkin LLC, et al., as moot.

Judge Drain said that GC may continue to act as manager of the
Debtors, and may be removed only for cause, on due notice and an
opportunity for a hearing, subject to an order of the Court.

As reported in the TCR on Oct. 2, the Court approved a stipulation
and order ratifying actions and authorizing appointment of GC as
CRO.  The stipulation provides that interested parties Tibor and
Gershon Kleins would (i) consent to GC's appointment as CRO; (ii)
the appointment of a real estate broker; and (iii) withdraw their
motion to dismiss the case upon the sale of the property and
distribution of proceeds or the refinancing of all existing debt
to the satisfaction of the interest holders.

On June 18, 2014, the Kleins filed motion to dismiss the cases on
the grounds that they had not consented to the filing of the
Chapter 11 proceedings.

The Debtors meanwhile supplemented their motion in compliance to
the U.S. Trustee's request for certain clarifications and
additional disclosures with respect to the motion.  According to
the Debtor, the CRO engagement letter contained repudiation by GC
of its appointment as manager member of Inv and manager of Mezz
and AC 1.  That repudiation was meant to and does also include the
transfer of any membership interests from AC Retail Equity Fund I
LLC to GC prepetition.  By the repudiation, GC will not have any
further equity interests in the Debtors.  The Debtors and GC
represent that neither GC nor its managing member, David
Goldwasser, was involved in the voting or decision to appoint GC
as the CRO and it was not a unilateral decision of GC to proceed
with the motion.

                            Objections

RCG LV Debt IV Non-REIT Assets Holdings, LLC, objected to the
motion stating that it sought to ratify GC's actions when it was
acting as the managing member or manager of the Debtors, which
actions include the filing of the cases and the selection of
counsel.

Creditor Acadia Realty Limited Partnership objected, noting that
the Debtor proposed to employ the 35% owner of Debtor AC I UNV
Manahawkin LLC and the managing member of each of the Debtors.
Acadia added that the Debtors have provided no reasoned basis on
which to use the Debtors' cash to pay the managing member to do
that which it is already obligated to do by virtue of the status
it chose to cloak itself in the day before the bankruptcy filings.

                      About AC I Inv, et al.

AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I
Manahawkin LLC filed separate Chapter 11 bankruptcy petitions
(Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on
June 4, 2014.  The petitions were signed by David Goldwasser, of
GC Realty Advisors LLC, managing member.  The Debtors estimated
assets of $50 million to $100 million and debts of $0 to $50
million.  Robinson Brog Leinwand Greene Genovese & Gluck, P.C.,
serves as the Debtors' counsel.  Judge Robert D. Drain presides
over the cases.

Affiliates of AC I Inv., et al., have pending bankruptcy cases
before Judge Drain.  NY Affordable Housing Albany Assocs. LLC
sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-20007)
on July 26, 2013.  First Bronx LLC sought bankruptcy protection
(Bankr. S.D.N.Y. Case NO. 14-22047) on Jan. 13, 2014.  Ollie Allen
Holding Company LLC sought bankruptcy (Case NO. 14-22204) on Feb.
18, 2014.

U.S. Trustee has not formed an official unsecured creditors'
committee.


ACCIPITER COMMS: Wants Plan Voting Deadline Extended to Dec. 26
---------------------------------------------------------------
Accipiter Communications Inc. dba Zona Communications asks the
U.S. Bankruptcy Court for the District of Arizona to further
extend its exclusive period to solicit acceptance from creditors
of its Chapter 11 plan of reorganization to Dec. 26, 2014.

The Debtor's solicitation deadline was slated to expire Oct. 26,
2014, absent an extension.

The Debtor tells the Court that it has been involved in active and
frequent discussion with the two principal creditor constituencies
in this case -- the Debtor's secured lender, Rural Utilities
Service of the United States Department of Agriculture (RUS), and
the
Official Committee of Unsecured Creditors -- concerning terms for
a consensual plan of reorganization.  Those discussions have been
detailed, productive, and remain ongoing.  The Plan is the result
of some of those discussions but, at this point, the Debtor does
not believe that RUS would accept the Plan as currently
constructed, the Debtor notes.

According to court documents, rather than push ahead with what
would likely be a litigated confirmation process, pitting the
Debtor against RUS at substantial, possibly unsustainable expense
to the estate, the Debtor believes that additional time would be
beneficial in furthering the still-ongoing plan negotiations
between the Debtor, RUS, and the Committee.  Continuing to work
toward a consensual plan of reorganization while preserving the
Debtor's exclusivity will allow the real progress already made
amongst the parties to mature into a non-litigated resolution of
this Chapter 11 case.

The Debtor says RUS and the Committee have both expressed to the
Debtor that they do not oppose the current request for a 60-day
extension of the Debtor's 180-day exclusive period under
Section 1121(c)(3).  Additional time will allow the parties to
continue negotiations and evaluate all possible alternatives for a
consensual plan without concern for or interference from competing
plans.  Furthermore, the requested extension will not prejudice
the estate because the Debtor has remained current with respect to
its post-petition obligations, the Debtor adds.

              About Accipiter Communications, Inc.

Accipiter Communications, Inc., a Phoenix-based company that
provides telecommunications services to unserved or underserved,
mostly rurally-situated residences and businesses in central
Arizona, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz.
Case No. 14-04372) in its hometown on March 28, 2014.

Accipiter provides telecommunications services to 1,409
residential subscribers and 231 business subscribers, including an
elementary school, an enforcement agency, a fire station, two
municipal water supply facilities, and a bank.

The Debtor is able to provide telecommunications services to rural
customers only by participating in two federal programs: revenue
subsidies from the federal Universal Service Fund, which is
administered under the authority of the Federal Communications
Commission, and capital debt financing provided under a rural
telecommunications loan program administered by the Rural
Utilities Service, an agency of the U.S. Department of
Agriculture.

As of the Petition Date, the Debtor owed $20.8 million in
aggregate principal to the RUS.  The Debtor believes there is
approximately $414,000 in prepetition general unsecured claims
held by trade vendors or other parties against the Debtor.  The
Debtor is a privately held company, with 55.4% of the stock held
by Lewis van Amerongen.  In its schedules, the Debtor listed
$31,250,731 in total assets and $21,628,826 in total liabilities.

The bankruptcy case is assigned to Judge George B. Nielsen Jr.

The Debtor has tapped Perkins Coie LLP as counsel.

Ilene J. Lashinsky, U.S. Trustee for Region 14, appointed these
three creditors to serve in the Official Committee of Unsecured
Creditors.  The Committee retained Stinson Leonard Street LLP as
counsel.

The Debtor filed its Chapter 11 Plan of Reorganization on
August 27, 2014.


ALCO STORES: U.S. Trustee Appoints Creditors Committee
------------------------------------------------------
The U.S. Trustee for Region 6 appointed seven creditors of Alco
Stores Inc. to serve on the official committee of unsecured
creditors.

The unsecured creditors' committee is composed of:

     (1) Alliance Entertainment, LLC
         Attn: Bradley S. Shraiberg, Esq.
         1401 NW 136th Avenue, Ste. 100
         Sunrise, FL 33323
         561-443-0800
         561-998-0047 (fax)
         bshraiberg@sfl-pa.com

     (2) Hallmark Marketing Company, LLC
         Attn: Craig Lorenzen
         P. O. Box 419535
         Kansas City, MO 64141-6535
         816-274-4493
         816-274-7412 (fax)
         craig.lorenzen@hallmark.com

     (3) Silver One International
         Attn: Jack Joseph Ezon
         1370 Broadway, 6th Floor
         New York, NY 10018
         212-719-1818
         212-719-1819 (fax)
         jack@bluestarcc.com

     (4) Sunbeam Products, Inc.
         d/b/a Jarden Consumer Solutions
         Attn: Eileen McDonnell
         2381 NW Executive Center Drive
         Boca Raton, FL 33431-8560
         561-912-4435
         561-912-4157 (fax)
         emcdonnell@jardencs.com

     (5) PepsiCo, Inc.
         Attn: Taylor Ricketts
         1100 Reynolds Blvd.
         Winston-Salem, NC 27105
         336-896-5863
         336-896-6003 (fax)
         taylor.ricketts2@pepsico.com

     (6) Cocca Development, Ltd.
         Attn: Anthony L. Cocca
         100 DeBartolo Place, Ste. 400
         Boardman, OH 44512
         330-729-1010
         330-729-1008 ? fax
         acocca@coccadevelopment.com

     (7) Maurice Sporting Goods
         Attn: Mike Klein,
         Director of Credit and Risk Management
         19-10 Techny Road
         Northbrook, IL 60065
         708-648-6738
         michael.klein@maurice.com

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                       About ALCO Stores

ALCO Stores, Inc., operates 198 stores in 23 states throughout the
central United States.  Alco offers 35,000 items at its stores,
which are located at smaller markets usually not served by other
regional or national broad line retail chains.  The company was
founded in 1901 as a general merchandising operation in Abilene,
Kansas.

ALCO is a public company, and its common stock is quoted on the
NASDAQ National Market tier of the NASDAQ Stock Market under the
ticker symbol "ALCS."

ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas,
Texas, on Oct. 12, 2014, with plans to let liquidators conduct
store closing sales or sell the business to a going-concern buyer.

Judge Stacey G. Jernigan presides over the Chapter 11 cases.

The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey
Capital, Inc., as financial advisor, and Prime Clerk LLC as claims
and noticing agent.

As of July 2014, ALCO Stores had assets totaling $222 million and
liabilities totaling $162 million.  The bulk of the liabilities
was total debt outstanding under a credit facility with Wells
Fargo Bank, National Association, of which the aggregate
outstanding was $104.2 million as of the Petition Date.


ALTISOURCE PORTFOLIO: S&P Revises Outlook to Neg. & Affirms B+ ICR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Altisource Portfolio Solutions S.A. to negative from stable and
affirmed its 'B+' issuer credit rating.

"The revision of our outlook to negative reflects our view that
the increasing regulatory scrutiny at OCWEN Financial Corp. could
weaken Altisource's business position and earnings capacity," said
Standard & Poor's credit analyst Stephen Lynch.  "OCWEN currently
accounts for about 60% of Altisource's revenue, and we expect its
regulatory troubles to significantly limit its ability to acquire
new MSRs."  As OCWEN's unpaid principal balance on its MSRs begins
to contract, the fees OCWEN pays to Altisource for technology and
the distressed properties Altisource manages will decline.
Consequently, this could hurt Altisource's earnings, which would
result in rising leverage.

Last week, in response to a letter sent by the New York Department
of Financial Services (DFS), OCWEN acknowledged that it had sent
hundreds (and potentially thousands) of foreclosure letters that
were inadvertently backdated.  The software OCWEN uses to service
its loans is licensed from Altisource, although based on OCWEN's
open letter to its borrowers, it appears that the letter software
operated as instructed, and the issue appears to be based on
business rules, not the software.  The DFS--which in early 2014
asked OCWEN to put on hold a large planned purchase of the rights
to service mortgages from Wells Fargo--has already sent OCWEN
letters raising concerns about the company's servicing practices,
related-party dealings, and management and governance.  The most
recent backdating errors and the DFS' allegation about problems
with the company's "systems and processes" have compounded S&P's
concerns about the company's regulatory risk and its governance.

The relationship between Altisource and OCWEN was also the subject
of a New York DFS letter in June 2014.  The New York DFS
questioned what it called a "troubling transaction" between OCWEN
and Altisource.  The DFS said the transaction "appears designed to
funnel" fees to Altisource for "minimal work" related to force-
place insurance on loans serviced by OCWEN.  S&P don't know
whether the transaction was improper in any way -- it is possible
that it was completely innocuous -- but S&P believes the letter
underscores OCWEN's high level of regulatory risk, which
Altisource is inadvertently exposed to.  In addition, OCWEN
disclosed that it received a subpoena from the SEC in June
requesting documents relating to its dealings with certain related
parties.  That Altisource continues to rely so heavily on OCWEN to
operate its business, while sharing the same board chairman during
a period of heightened regulatory scrutiny, is a continued
negative rating factor.

The negative outlook reflects S&P's view that the regulatory
scrutiny OCWEN is facing could weaken Altisource's business
profile and -- over time -- its earnings.

S&P could lower the rating on Altisource if the regulatory
scrutiny on OCWEN was to alter the relationship between the two
companies in a way that S&P expected would weaken Altisource's
earnings capacity.  For instance, S&P could lower the rating if it
expected reduced property management opportunities or fewer fees
from OCWEN to cause leverage to approach 3x from its current 1.5x.
S&P's rating on Altisource is already limited by the company's
governance and the potential for conflicts of interest between
OCWEN and Altisource.  Still, S&P could lower the rating if the
regulatory scrutiny uncovered issues that caused it to take an
even more negative view of the company's governance.

S&P believes an upgrade is unlikely in the foreseeable future.


AMAG PHARMACEUTICALS: Moody's Assigns B2 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of B2
to AMAG Pharmaceuticals, Inc.  At the same time, Moody's assigned
a B2-PD Probability of Default Rating, a Ba3 rating to a new
senior secured term loan, and a Speculative Grade Liquidity Rating
of SGL-2. This is the first time Moody's has rated AMAG. The
rating outlook is stable.

The following ratings were assigned:

Corporate Family Rating of B2

Probability of Default Rating of B2-PD

Senior Secured Bank Credit Facility of Ba3 (LGD2)

Speculative Grade Liquidity Rating of SGL-2

The rating outlook is stable.

Ratings Rationale

The B2 rating reflects AMAG's small size within the pharmaceutical
industry, its very high concentration in its two main products
Makena and Feraheme, and Moody's expectations of LTM debt/EBITDA
of 4.0 to 4.5 times over the next 12 to 18 months. The rating also
reflects the company's good cash flow and low capital needs.
Makena will be the greatest contributor to growth in 2015, as the
recent adoption of the drug continues, driven by increased FDA
oversight and scrutiny of compounding pharmacies that distribute
competing products. Both Feraheme and Makena have good protection
from generic threats for the next several years, although Makena
generics are possible beginning in 2018. Feraheme will continue
steady growth and could see accelerated growth beginning in 2017
if the drug is approved for treatment of a broader group of anemia
patients. Moody's expects that the company will remain active in
business development via acquisitions and joint ventures, and that
its debt levels will rise over time.

The SGL-2 Speculative Grade Liquidity Rating reflects the
company's good cash generation balanced by the lack of a revolving
credit facility and somewhat high mandatory debt servicing
payments.

The rating outlook is stable, reflecting Moody's expectation that
LTM debt/EBITDA will decline and approach 4.0 times over the next
12 months. The ratings could be upgraded if AMAG delivers strong
top-line growth and reduces leverage so that debt/EBITDA is
sustained below 3.5 times. An improvement in product diversity
would also support positive rating pressure. The ratings could be
downgraded if debt/EBITDA is sustained above 4.5 times. This
scenario could occur with any setbacks in Makena or Feraheme
sales, or if the company pursues debt-financed acquisitions.

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

Headquartered in Waltham, Massachusetts, AMAG Pharmaceuticals,
Inc. ("AMAG") is a specialty pharmaceuticals company with a focus
primarily in maternal health and the treatment of anemia. In
September 2014, AMAG acquired the maternal health business of
Lumara Health Inc. for $675 million. AMAG's revenue for the twelve
months ended June 30, 2014 including the acquired Lumara revenue
was approximately $200 million.


AMPAM POWER: Wins Summary Judgment Against Capstone Building
------------------------------------------------------------
After its 2003 bankruptcy filing date but before confirmation of
its plan of reorganization, AMPAM Power Plumbing, L.P., now Power
Plumbing, Inc., and Capstone Building Corporation entered into a
contract for Power to perform plumbing services for a residence
hall complex at Sam Houston State University.  The contract
specified that Power's work was to be finished by July 14, 2004.
Power's work was largely completed on the Project by July 30, 2014
-- save for punch list items and a meeting to be attended by a
Power representative.  After the contract between Power and
Capstone was entered into but before the Confirmation Date, Power
apprised Capstone of its bankruptcy proceeding.  On Aug. 13, 2004,
the architectural firm on the Project issued a Certificate of
Substantial Completion, and Capstone remained unaware of any
possible issues with regard to Power's work until Feb. 16, 2011.

Capstone filed a Third-Party Petition against Power in Cause No.
13-26476, Texas State University Board of Regents v. American
Campus Development, et al, pending in the 12th Judicial District
Court of Walker County, Texas.  Capstone has asserted contractual
indemnity and/or contribution relating to Power's work on the Sam
Houston State Project. Power reopened its Chapter 11 Case on May
6, 2014 and filed an adversary proceeding.  Power now moves for
summary judgment finding that all claims Capstone held in relation
to Power's work completed on the Sam Houston State Project were
discharged by virtue of the Confirmation Order and therefore,
Capstone must dismiss its claims against Power in the State Court
Suit.

Bankruptcy Judge Craig A. Gargotta, in a Memorandum Opinion
available at http://is.gd/1HuGVlfrom Leagle.com, finds that (1)
Capstone held pre-confirmation claims against Power and (2) those
claims were discharged by Confirmation Order entered in Power's
Chapter 11 bankruptcy proceeding.

AMPAM Power Plumbing, L.P., now Power Plumbing, Inc., filed a
voluntary Chapter 11 petition (Bankr. W.D. Tex. Case No. 03-55807)
on Oct. 13, 2003.  Its Chapter 11 Plan of Reorganization was
confirmed on July 30, 2004.


AMSTERDAM HOUSE: Court Confirms Ch. 11 Plan of Reorganization
-------------------------------------------------------------
Judge Alan S. Trust of the U.S. Bankruptcy Court for the Eastern
District of New York, on Oct. 23, 2014, issued a findings of fact,
conclusions of law, and order confirming Amsterdam House
Continuing Care Retirement Community, Inc.'s amended plan of
reorganization.

The Plan is the result of negotiations by and among the Debtor,
the 2007 Bond Trustee, and the Consenting Holders.  The Consenting
Holders hold all rights with respect to or otherwise having
authority to vote the Series 2007A Bonds and the Series 2007C
Bonds that are party to the Plan Support Agreement.

The Plan provides for the payment and full satisfaction of all
Allowed Administrative Claims, Allowed Priority Tax Claims,
Allowed U.S. Trustee Fees, Allowed Other Priority Claims, Allowed
Other Secured Claims, and Allowed General Unsecured Claims against
the Debtor.

The Plan also provides that the holders of Allowed Series 2007A/B
Bond Claims and Series 2007C Bond Claims, in full and final
satisfaction and discharge of and in exchange for those Allowed
Claims, will receive certain 2014 Bonds and payment in Cash on
account of accrued and unpaid prepetition interest.  In addition,
the Plan provides that the holder of the Allowed Subvention Claim
will accept the treatment proposed by the Plan in full
satisfaction of that holder's Claim.

                    About Amsterdam House

Amsterdam House Continuing Care Retirement Community, Inc., owns
and operates Harborside, an upscale retirement community is
situated on 8.9 acres in Port Washington, New York.  Harborside
-- http://www.theamsterdamatharborside.com/-- is Nassau County's
first and only CCRC licensed under Article 46 of the New York
Public Health Law.  CCRCs provide senior citizens with a full
range of living accommodations and healthcare services during
their retirement years.  Harborside currently offers 329 units of
varying sizes for independent, enriched, and skilled nursing care.

Amsterdam House filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 14-73348) on July 22, 2014, in Central Islip,
New York, to implement a prenegotiated bankruptcy-exit plan.

The case is assigned to Judge Alan S Trust.

Ingrid Bagby, Esq., at Cadwalader Wickersham & Taft LLP, serves as
the Debtor's counsel.  Grant Thornton LLP serves as financial
advisors, Herbert J. Sims & Co., Inc., serves as investment
bankers, and Kurtzman Carson Consultants LLC acts as claim and
noticing agent.

The Company said that total assets were $286 million and debt was
$437 million as of April 30, 2014.


ARMORWORKS ENTERPRISES: Novellus & Claims Recovery Join Committee
-----------------------------------------------------------------
Ilene J. Lashinsky, , U.S. Trustee for the District of Arizona,
amended members of the Official Committee of Unsecured
Creditors of ArmorWorks Enterprises, LLC, and TechFiber, LLC.

The U.S. Trustee added Novellus Systems Inc. and Claims Recovery
Group LLC and removed Hisco from the Commmittee.

The committee members are:

  1) DISTRIBUTION BY AIR
     Richard Golwitzer
     5404 N. 99th Street
     Omaha, NE 68134
     Tel: (420) 657-9821
     Fax: (420) 346-1161
     Email: richg@dbaco.com

  2) NORTH 54th STREET VENTURE, LLC
     Joseph E. Cotterman
     by proxy Andante Law Group
     Scottsdale Financial Center I
     4110 North Scottsdale Road, Suite 330
     Scottsdale, AZ 85251
     Tel: (480) 421-9449
     Fax: (480) 522-1515
     Email: joe@andantelaw.com

  3) NOVELLUS SYSTEMS, INC.
     Carolyn R. Tatkin
     by proxy The Frutkin Law Firm
     15205 N. Kierland Blvd., Suite 200
     Scottsdale, AZ 85254
     Tel: (602) 606-9300
     Fax: (602) 606-9353
     Email: tatkin@frutkinlaw.com

  4) CLAIMS RECOVERY GROUP, LLC
     Robert Axenrod
     92 Union Avenue
     Cresskill, NJ 07626
     Tel: (201) 266-6988
     Fax: (201) 266-6985
     E-mail: rob@claimsrecoveryllc.com

                   About ArmorWorks Enterprises

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

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

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

The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.

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

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

On July 24, 2014, the Court approved the disclosure statement
explaining the Debtors' Plan of Reorganization on a final basis
and found that the Plan should be confirmed based on proposed
findings of fact and conclusions of law stated on the record.  A
confirmation order has not been entered.


ART AND ARCHITECTURE: Hearing on Landlord's Bid Moved to Nov. 3
---------------------------------------------------------------
U.S. Bankruptcy Judge Robert Kwan continued to November 12, 2014
at 11:30 a.m., the Chapter 11 case management and status
conference in the bankruptcy case of Art and Architecture Books of
the 21st Century

A hearing on the request by the debtor's landlord to compel
immediate payments under a lease is also moved to November 12.

The case management and status conference as well as the
Landlord's Motion were originally set for Oct. 29, 2014, at 11:00
a.m. and 11:30 a.m.

Judge Kwan said the Court is deliberating on the immediate
payments motion and is still working on a written decision on the
motion.

The Debtor is seeking authority from the Court to assume the
parties' lease.  The landlord, AERC Desmond's Tower, LLC, has
lodged a proposed order and judgment with respect to the Debtor's
request for relief from forfeiture and motion to assume lease.
The Debtor filed an objection to the Landlord's proposed judgment
with an alternative proposed order and judgment.  The Official
Committee of Unsecured Creditors filed a joinder to the Debtor's
objection.

The court conducted a hearing on the competing forms of order and
judgment on October 14, 2014.

In September, Judge Kwan held that the Debtor contractually waived
its right to relief from forfeiture of the Lease under both
California Code of Civil Procedure Sec. 1179 and California Civil
Code Sec. 3275 and therefore it may not assume the Lease after its
termination.

A copy of Judge Kwan's Oct. 27, 2014 Order is available at
http://is.gd/QbG538from Leagle.com.

Art and Architecture Books of the 21st Century, dba Ace Gallery,
filed for a voluntary Chapter 11 petition on Feb. 19, 2013, in the
U.S. Bankruptcy Court for the Central District of California, Case
No. 13-14135.  The petition was signed by Douglas Chrismas,
president.  Judge Robert Kwan presides over the case.  Joseph A.
Eisenberg, Esq., at Jeffer Mangels Butler & Mitchell LLP, serves
as counsel.  The Debtor reported $1 million to $10 million in
assets and $10 million to $50 million in debts.


ASSOCIATED WHOLESALERS: C&S Wholesale Grocers Wins Auction
----------------------------------------------------------
In a sale order hearing on Oct. 29, the bankruptcy court approved
C&S Wholesale Grocer's bid to purchase Associated Wholesalers,
Inc. (AWI) and its subsidiaries. AWI, a regional cooperative food
distributor based in Robesonia, PA, operates two distribution
centers in Pennsylvania and also provides retail services to its
customers and members.  Its subsidiaries include White Rose, which
operates three distribution centers in New Jersey, and Nell's
Shurfine Markets, which operates four retail stores.  The
acquisition, expected to be finalized before Thanksgiving, would
include substantially all of AWI/White Rose's assets as well as
their 2,200 employees.

"My grandfather founded C&S to supply independent retailers, and
while we now proudly service grocers of all sizes, this
transaction will give us an even greater capacity to provide the
unique services required by independents and regional chains."

"We are excited to have the opportunity to partner with Associated
Wholesalers' and White Rose's strong team and customer base of
independent grocers," said Rick Cohen, C&S Chairman and CEO.  "My
grandfather founded C&S to supply independent retailers, and while
we now proudly service grocers of all sizes, this transaction will
give us an even greater capacity to provide the unique services
required by independents and regional chains."

AWI entered into Chapter 11 bankruptcy on September 9, 2014, with
C&S named as the "stalking horse" bidder.  SuperValu, Inc. was
also a bidder for AWI.  Now that C&S's winning bid has been
approved, the transaction is expected to close on or about
November 11, 2014.

"Our first priority is to provide exceptional service to the
customers, especially as we approach the holiday season," said
Christopher Brown, C&S SVP, Independent Sales.  "We are committed
to maintaining and enhancing the services provided to the numerous
retailers who have relied on AWI and White Rose for their grocery
supply needs."

According to Supermarketnews.com, C&S increased its stalking horse
bid by almost $100 million to beat another bidder, Supervalu, and
to gain control of the Debtor's independent distribution business
based in Robsonia, Pennsylvania, as well as its New Jersey-based
White Rose wholesale business, serving Northeast chains including
Fairway Market and Met Foods.

                   About C&S Wholesale Grocers

C&S Wholesale Grocers, Inc., based in Keene, NH, is the largest
wholesale grocery supply company in the U.S., supplying 5,000
independent supermarkets, chain stores, military bases, and
institutions with over 150,000 different products.  Founded in
1918 as a supplier to independent grocery stores, C&S now services
customers of all sizes, from independent retailers to large chains
such as Stop & Shop, Giant of Carlisle, Giant of Landover, BI-
LO/Winn-Dixie, Great Atlantic & Pacific Tea Co. (A&P), Safeway,
and Target.

                  About Associated Wholesalers

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped to retain
Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its
co-counsel; and Capstone Advisory Group, LLC, together with its
wholly-owned subsidiary Capstone Valuation Services, LLC, as its
financial advisors.


ASSOCIATED WHOLESALERS: Court Enters Order Approving Sale
---------------------------------------------------------
In a sale order hearing on Oct. 29, the bankruptcy court approved
C&S Wholesale Grocer's bid to purchase Associated Wholesalers,
Inc. (AWI) and its subsidiaries. AWI, a regional cooperative food
distributor based in Robesonia, PA, operates two distribution
centers in Pennsylvania and also provides retail services to its
customers and members.  Its subsidiaries include White Rose, which
operates three distribution centers in New Jersey, and Nell's
Shurfine Markets, which operates four retail stores.  The
acquisition, expected to be finalized before Thanksgiving, would
include substantially all of AWI/White Rose's assets as well as
their 2,200 employees.

"My grandfather founded C&S to supply independent retailers, and
while we now proudly service grocers of all sizes, this
transaction will give us an even greater capacity to provide the
unique services required by independents and regional chains."

"We are excited to have the opportunity to partner with Associated
Wholesalers' and White Rose's strong team and customer base of
independent grocers," said Rick Cohen, C&S Chairman and CEO.  "My
grandfather founded C&S to supply independent retailers, and while
we now proudly service grocers of all sizes, this transaction will
give us an even greater capacity to provide the unique services
required by independents and regional chains."

AWI entered into Chapter 11 bankruptcy on September 9, 2014, with
C&S named as the "stalking horse" bidder.  SuperValu, Inc. was
also a bidder for AWI.  Now that C&S's winning bid has been
approved, the transaction is expected to close on or about
November 11, 2014.

"Our first priority is to provide exceptional service to the
customers, especially as we approach the holiday season," said
Christopher Brown, C&S SVP, Independent Sales.  "We are committed
to maintaining and enhancing the services provided to the numerous
retailers who have relied on AWI and White Rose for their grocery
supply needs."

                   About C&S Wholesale Grocers

C&S Wholesale Grocers, Inc., based in Keene, NH, is the largest
wholesale grocery supply company in the U.S., supplying 5,000
independent supermarkets, chain stores, military bases, and
institutions with over 150,000 different products.  Founded in
1918 as a supplier to independent grocery stores, C&S now services
customers of all sizes, from independent retailers to large chains
such as Stop & Shop, Giant of Carlisle, Giant of Landover, BI-
LO/Winn-Dixie, Great Atlantic & Pacific Tea Co. (A&P), Safeway,
and Target.

                  About Associated Wholesalers

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped to retain
Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its
co-counsel; and Capstone Advisory Group, LLC, together with its
wholly-owned subsidiary Capstone Valuation Services, LLC, as its
financial advisors.


ASSOCIATED WHOLESALERS: AWI Delaware Files Schedules
----------------------------------------------------
AWI Delaware Inc., a debtor affiliate of Associated Wholesalers
Inc., filed its summary of schedules of assets and liabilities in
the U.S. Bankruptcy Court for the District of Delaware,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               $11,440
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $125,112,386
  E. Creditors Holding
     Unsecured Priority
     Claims                                      Undetermined
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                      Undetermined
                                 -----------     ------------
        Total                        $11,440     $125,112,386

A full-text copy of the Debtor's schedules is available for free
at http://is.gd/8EmQeJ

                  About Associated Wholesalers

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

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped to retain
Hahn & Hessen LLP as its lead counsel; Pepper Hamilton LLP as its
co-counsel; and Capstone Advisory Group, LLC, together with its
wholly-owned subsidiary Capstone Valuation Services, LLC, as its
financial advisors.


ATLANTIC & PACIFIC: S&P Withdraws 'CCC' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on The
Great Atlantic & Pacific Tea Co. Inc., including its 'CCC'
corporate credit rating, at the company's request.  At the time of
the withdrawal the outlook was developing.


AUTOMATED BUSINESS: Court Rules PNC Bank's Compliance Bid Moot
--------------------------------------------------------------
The U.S. Bankruptcy Court, according to Automated Business Power,
Inc., et al.'s case docket, denied as moot the miscellaneous
relief filed by creditor PNC Bank, National Association.

On March 20, 2014, PNC Bank, as agent and lender, requested
confirmation of compliance in connection with final order
approving the Debtor's use of cash collateral and providing
adequate protection.  PNC Bank's motion was considered at an Oct.
7 hearing.

As reported in the TCR on March 7, 2014, on Jan. 8, 2014, the
Court entered a final order approving the Debtor's use of cash
collateral.  Among other provisions, the final cash collateral
order contained a release of any and all claims that the Debtor
may have against the secured lenders, including PNC Bank.

On Jan. 21, 2014, Eyal Halevy filed his motion for
reconsideration, asserting that contrary to Federal Rule of
Bankruptcy Procedure 4001(d), no motion attaching the cash
collateral agreement was filed and served on parties-in-interest.
Mr. Halevy asserted that the absence of a motion that described
the release of the Debtor's claims against the secured lenders
requires reconsideration of the final cash collateral order.

The Debtors said that they exercised their business judgment and
concluded that an agreement with the secured lenders, including
the release, was the appropriate decision and in the best interest
of the Debtors and their creditors.

                 About Automated Business Power

Military supplier Automated Business Power, Inc., and Automated
Business Power Holding Co. filed their Chapter 11 petitions
(Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013.

Automated Business Power has been engaged in the design and
production of advanced filed deployable uninterruptible power
supplies, AC-to-DC power supplier, DC-to-DC converters,
uninterruptible power systems, Power/Voice/Data cases, speakers,
speaker/voice systems and ancillary equipment tactical
transceivers, power amplifiers, SATCOM, and other communications
equipment.

The petitions were signed by Daniel Akman as president.  The
Debtors estimated assets of at least $50 million and liabilities
of at least $10 million.

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.  The Debtor tapped Dickinson
Wright and Michael R. Holzman as Special ESOP Plan Counsel.

PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle
Tancredi, Esq., at Gebhardt & Smith LLP.


AVIATION SERVICES: Potential Investors & CDA Eyeing Assets
----------------------------------------------------------
Alexie Villegas Zotomayor at Marianas Variety reports that
potential buyers are interested in Aviation Services Ltd., dba
Freedom Air.

"There are entities out there that have indicated they want to
find ways to engage with Freedom Air to resuscitate the airline .
. . .  They are still going through the process," Marianas Variety
quoted Commonwealth Development Authority Executive Director
Manuel A. Sablan as saying.

CDA is optimistic that the interested buyers will complete the
transaction with Freedom Air, but if they fail to do so, CDA will
repossess the assets, Marianas Variety relates, citing Mr. Sablan.
Mr. Sablan added that CDA loan manager Oscar Camacho has been sent
to Guam to identify these assets, according to the report.

Bankruptcy court records show that CDA has secured proof of claim
for $908,225.17 and asserts a lien against substantially all of
Freedom Air's property.  Marianas Variety relates that Freedom Air
was approved by CDA for a $900,000 loan in March 2012.

Freedom Air filed for Chapter 11 bankruptcy on Sept. 27, 2014.
The case is In re Aviation Services Ltd., 13-00113, U.S.
Bankruptcy Court, District of Guam.

As reported by the Troubled Company Reporter on Oct. 2, 2013,
Bloomberg News bankruptcy columnist Bill Rochelle reported that
Freedom Air listed assets and debt both less than $10 million in
its petition.


BROMPTON LIFECO: DBRS Confirms Pfd-4(high) Rating on Pref. Shares
-----------------------------------------------------------------
DBRS Inc., on Oct. 24, 2014, confirmed the rating of the Preferred
Shares issued by Brompton Lifeco Split Corp. at Pfd-4 (high) and
has removed it from Under Review with Positive Implications.  In
April 2007, the Company issued 3.1 million Preferred Shares (at
$10.00 each), along with an equal number of Class A Shares (at
$15.00 each).  The termination date for both classes of shares
issued was originally April 30, 2014, but was extended to April
29, 2019.

The Company holds a portfolio consisting primarily of common
shares of the four largest publicly traded Canadian life insurance
companies (the Portfolio).  As of September 30, 2014, the
Portfolio's composition was: Great-West Lifeco Inc. (25.2%), Sun
Life Financial Inc. (25.0%), Manulife Financial Corporation
(24.7%) and Industrial Alliance Insurance and Financial Services
Inc. (24.5%).  The Portfolio was initially equally weighted and is
subject to annual rebalancing.

As part of the term extension, the fixed cumulative quarterly
distributions to the Preferred Shares will be increased to
$0.14375 per preferred share starting May 1, 2014, yielding 5.75%
annually on their issue price of $10.00 per share (up from 5.25%
previously).  Holders of the Class A Shares are expected to
continue receiving regular monthly targeted cash distributions of
$0.075 per share, yielding 6% annually on their issue price of
$15.00 per share.  Class A Share distributions were suspended in
March 2011 because the Company's net asset value fell below $15.00
per unit (i.e., 33% downside protection), but were reinstated in
July 2013.

On April 21, 2014, DBRS placed the ratings of the Preferred Shares
Under Review with Positive Implications.  Since then, the
performance of the Company has been volatile, with downside
protection dropping to 34.8% as of October 17, 2014, from 37.2% as
of April 10, 2014.  Because of the volatility and recent negative
trend, the rating of the Preferred Shares has been confirmed and
removed from Under Review with Positive Implications.

DBRS will continue to closely monitor changes in the credit
quality of the Preferred Shares and provide rating updates as
required.


BROWN MEDICAL: Chapter 11 Plan Declared Effective October 1
-----------------------------------------------------------
Brown Medical Center Inc. informed the U.S. Bankruptcy Court for
the Southern District of Texas that its Chapter 11 plan of
liquidation filed by Chapter 11 trustee Elizabeth M. Guffy became
effective on Oct. 1, 2014.

                        The Chapter 11 Plan

Under the Plan, the remaining assets, including cash and the right
to receive a portion of the net proceeds from ongoing collection
of accounts receivable, will vest in the "liquidating debtor" --
the company after the effective date of the plan.

The Plan divides claims and equity interests into five classes.
Class 1, which is comprised of priority non-tax claims, will be
paid in full from available cash.

Secured claims in Class 2 will receive either the proceeds of any
collateral sold or liquidated after full payment of superior
liens, or any unsold collateral securing those claims.

Meanwhile, the Plan proposes to distribute available cash pro rata
to creditors holding general unsecured claims in Class 3.  After
payment in full of all general unsecured claims, each holder of a
subordinated claim in Class 4 will receive a pro rata share of
available cash.

Class 5, which is comprised of equity interests in BMC, will be
canceled as of the effective date of the plan.  Any available cash
after full payment of subordinated claims will be distributed pro
rata to holders of equity interests.

A full-text copy of the disclosure statement is available without
charge at http://is.gd/6CvPE2

                        About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of
$2 million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.


BUFFET PARTNERS: Court Allows Assignment of 401k Plan to Purchaser
------------------------------------------------------------------
The Bankruptcy Court amended the sale order authorizing Buffet
Partners, L.P., et al., to sell substantially all assets; and
assume and assign executory contracts, to allow the assumption and
assignment of the Debtors' 401k plan to the purchaser of their
assets.

As reported in TCR on Sept. 24, 2014, the Bankruptcy Court on
May 12, 2014, approved the sale of substantially all assets of
Buffet Partners, L.P. and Buffet G.P., Inc., to Chatham Credit
Management III, LLC or its designee, Fresh Acquisitions, LLC.  The
sale closed on June 20, 2014.

John E. Mitchell, Esq., at Baker & McKenzie LLP, in Dallas, Texas,
related that the sale is governed by an asset purchase agreement,
which originally provided that Buffet Partners' 401k Plan was to
be terminated, with balances of investments for non-transferred
employees administered according to applicable law or transferred
to a new investment savings plan.  At sale closing, Fresh
Acquisition determined that it would be most efficient to simply
assume the 401k Plan and all appurtenant liabilities.

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net/-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners disclosed $33,281,729 in assets and $48,926,256 in
liabilities as of the Chapter 11 filing.

William T. Neary, U.S. Trustee for Region 6, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors.  Bradford J. Sandler, Esq., at Pachulski Stang Ziehl &
Jones LLP serves as its counsel.  Mesirow Financial Consulting,
LLC, serves as its financial advisors.

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas.


CANNERY CASINO: Loan Violation Expected Amid Litigation
-------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Cannery Casino Resorts, which owns and operates two casinos
in Las Vegas and one in Pennsylvania, is likely to violate its
loan agreement during the fourth quarter, putting more than $500
million in debt in default unless the loan is amended.

                        *     *     *

The Troubled Company Reporter, on Oct. 21, 2014, reported that
Moody's Investors Service revised the rating outlook of Cannery
Casino Resorts, LLC to negative from stable. The company's B3
Corporate Family Rating and B3-PD Probability of Default Rating
were affirmed. The B2 rating on Cannery's first lien term loan and
revolver and Caa2 rating on its second lien term loan were also
affirmed.


CANNERY CASINO: S&P Cuts CCR to B- on Weak Operating Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Las Vegas-based Cannery Casino Resorts LLC to 'B-
' from 'B'.  The rating outlook is negative.

At the same time, S&P lowered its issue-level rating on Cannery's
$425 million first-lien credit facility (consisting of a $40
million revolver due 2017 and a $385 million term loan due 2018)
by two notches to 'B' from 'BB-'.  S&P revised the recovery rating
to '2', indicating its expectation for substantial (70% to 90%)
recovery for lenders in the event of a payment default, from '1'.

S&P also lowered the issue-level rating on Cannery's $165 million
second-lien credit facility due 2019 by one notch to 'CCC' from
'CCC+' in line with the one notch downgrade of the company.  The
recovery rating is unchanged at '6', reflecting S&P's expectation
for negligible (0%-10%) recovery for lenders in the event of a
payment default.

"The downgrade reflects our revised forecast for 2014 EBITDA to
decline in the mid-teens percentage incorporating recent gaming
revenue data reported by the Pennsylvania Gaming Control Board and
our expectation that cushions for both of Cannery's financial
covenants diminished to less than 10% in the third quarter," said
Standard & Poor's credit analyst Stephen Pagano.

Under S&P's revised forecast, it believes Cannery will likely be
in violation of its leverage covenant in the fourth quarter,
absent any amendment, as the leverage covenant steps down to
7.75x.  S&P expects the cushion for the 1.5x minimum interest
coverage covenant to remain less than 10% through the end of the
year.

Through Sept. 30, 2014, EBITDA has declined in the mid-teens
percentage area compared to S&P's previous forecast for modest
improvement in EBITDA.  Weakness at The Meadows in particular has
contributed to the softer-than-anticipated performance as the low-
to mid-tier gaming customer's discretionary income remains
constrained and table revenues from high-end play remain volatile.
Under S&P's updated 2014 forecast, it estimates that EBITDA
coverage of interest will decline to 1.5x and operating lease
adjusted leverage will increase to the high-8x area.

The downgrade also reflects an increased level of uncertainty
about if and when the Meadows sale will close as previously
announced following the recent lawsuit that Gaming & Leisure
Properties Inc. filed against Cannery for breach of contract and
fraud, among other things.  S&P had previously expected the sale
to close in late 2014 and for proceeds to be received and debt
repaid in early 2015.  The lawsuit, if resolved quickly and
favorably, will likely delay the closing of the sale until late
2015.  S&P believes lenders will be willing to negotiate an
amendment to covenant levels but we expect they will likely seek
higher pricing given a degree of uncertainty regarding the timing
and likelihood of the sale and the ultimate paydown of debt.

The negative rating outlook reflects S&P's belief that Cannery's
operating performance will deteriorate further this year,
increasing the likelihood of a covenant violation as early as the
fourth quarter of 2014 absent an amendment.  S&P believes the
company will likely pursue an amendment to covenants under its
current credit facilities but S&P expects that an amendment could
result in increased interest costs.

S&P could lower the ratings if the company's performance
deteriorates more than S&P expects, and it become less certain
that lenders would be willing to negotiate an amendment or that
owners would step in to cure a covenant violation.

Ratings upside is currently limited over the near term given S&P's
expectation for weak operating performance through the remainder
of the year.  S&P could consider a revision of the outlook back to
stable if the company is able to successfully amend covenant
levels with adequate cushion and operating performance begins to
stabilize.  S&P could consider a higher rating if a material
deleveraging event, such as the completion of the sale of Meadows
under current terms, led S&P to conclude that leverage would
improve to and remain below 5x.


CAREFREE WILLOWS: Dist. Court Declines Fast Track Plan Process
--------------------------------------------------------------
District Judge Andrew P. Gordon in Nevada barred Carefree Willows
LLC from pursuing an interlocutory appeal from the Bankruptcy
Court's order staying proceedings related to the Debtor's Chapter
11 plan.  Judge Gordon denied the Debtor's motion for leave to
file the appeal.

As the Debtor admitted at oral argument, the goal of its appeal is
for the District Court to order the Bankruptcy Court to vacate its
stay and to immediately consider the Debtor's Fifth Amended
Chapter 11 plan.

"The Stay Order does not state that the Bankruptcy Court will not
consider the Fifth Amended Plan. Rather, the order simply stays
the proceedings regarding that plan until further order of the
Bankruptcy Court. The Bankruptcy Court has not refused to consider
that plan, it has merely delayed the decision.  I am loathe to
interfere with the Bankruptcy Court's discretion to schedule and
organize its docket," Judge Gordon said in his Oct. 22 Order
available at http://is.gd/f3IBZNfrom Leagle.com.

As reported by the Troubled Company Reporter on July 29, 2014,
Bankruptcy Judge Mike K. Nakagawa ordered that all further
proceedings with respect to Carefree Willows's Fifth Amended Plan
of Reorganization, are stayed pending further Court order.

On July 16, 2014, the Court held a status conference in the
Debtor's bankruptcy proceeding.  The Court considered the
competing plans filed by the Debtor and by creditor AG/ICC Willows
Loan Owner, L.L.C.  At the status conference, counsel appeared on
behalf of the Debtor, well as for AG and for various guarantors of
a promissory note held by AG.

A good faith objection was raised by AG in connection with the
Debtor's proposed plan filed on June 4.

The Debtor's Plan provides that, upon confirmation, all property
of the estate of the Debtor will be re-vested in the Debtor which
will retain property as the Reorganized Debtor free and clear of
all claims and interests of the creditors.  A copy of the Fifth
Amended Plan is available for free at:

     http://bankrupt.com/misc/CAREFREEWILLOWS_1186_5plan.pdf

                    About Carefree Willows LLC

Carefree Willows LLC is the owner of a 300-unit senior housing
complex, located 3250 S. Town Center Drive, in Las Vegas,
Nevada.  Carefree Willows filed a Chapter 11 petition (Bankr. D.
Nev. Case No. 10-29932) on Oct. 22, 2010.  The Law Offices of Alan
R. Smith, in Reno, Nevada, serves as counsel to the Debtor.  The
Debtor disclosed $30,604,014 in assets and $36,531,244 in
liabilities as of the Chapter 11 filing.

AG/ICC Willows Loan Owner, LLC, is represented in the case by:

     Ali M.M. Mojdehi, Esq.
     Allison Rego, Esq.
     Janet Dean Gertz, Esq.
     COOLEY LLP
     4401 Eastgate Mall
     San Diego, CA 92121-1909
     Tel: 858-550-6055
     Fax: 858-550-6420
     E-mail: amojdehi@cooley.com
             arego@cooley.com
             jgertz@cooley.com


CHARTER COMMUNICATIONS: Moody's Rates Proposed Unsecured Bonds B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
senior unsecured bonds of CCO Holdings, LLC, a wholly owned
subsidiary of Charter Communications, Inc. The company expects to
use proceeds, along with previously committed secured bank debt,
primarily to fund the purchase of assets pursuant to its April 25,
2014, agreement with Comcast Corporation (A3 positive). All other
ratings, including Charter's Ba3 Corporate Family Rating, are
unchanged.

CCO Holdings, LLC

Senior Unsecured Bonds, Assigned B1, LGD5

Ratings Rationale

Moody's estimates the debt funded acquisition will increase
Charter's leverage to the mid 5 times debt-to-EBITDA range from
4.7 times (based on trailing twelve months through June 30). The
pro forma leverage profile is consistent with a Ba3 CFR, and
assuming the transaction occurs as proposed, Moody's believes
Charter will benefit from enhanced scale and improved geographic
clustering, offsetting some execution risk, and that the
transaction will be accretive to free cash flow. Moody's also
expects EBITDA growth and free cash flow generation to facilitate
a decline in leverage over the next few years.

One of the largest domestic cable multiple system operators
serving approximately 4.3 million residential video customers (6.1
million customers in total), Charter Communications, Inc.
maintains its headquarters in Stamford, Connecticut. Its annual
revenue is approximately $8.7 billion. On April 28, Charter
announced an agreement with Comcast Corporation whereby Charter
will acquire approximately 1.5 million existing Time Warner Cable
subscribers from the combined Comcast-TWC entity following
completion of Comcast's previously announced merger with TWC.
Comcast and Charter will also each transfer approximately 1.6
million customers, and Charter will acquire an approximately 33%
ownership stake in a new publicly-traded cable provider
(GreatLand) to be spun-off from Comcast serving approximately 2.5
million customers.

The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 2013. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.


CHARTER COMMUNICATIONS: S&P Assigns 'B+' Rating on $1.5BB Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' issue-level
rating and '5' recovery rating to the proposed $1.5 billion in
aggregate principal of senior notes due 2022 and 2024 to be issued
by CCOH Safari LLC (escrow entity).  The notes will ultimately be
assumed by CCO Holdings LLC and CCO Holdings Capital Corp. if the
escrow conditions have been met.  Proceeds from the notes will
then be used to partially fund the $8 billion acquisition of 1.5
million subscribers from Comcast following Comcast's pending
purchase of Time Warner Cable Inc. Charter Communications Inc.
(Charter) will ultimately net about 1.4 million video customers
following the swap of certain properties with Comcast.

At the same time, S&P raised the rating on CCO Holdings LLC's
senior unsecured debt to 'B+' (one notch below the corporate
credit rating) from 'B'.  S&P revised the recovery rating to '5',
which indicates its expectation for modest (10%-30%) recovery in
the event of payment default, from '6'.  S&P's recovery
expectations are in the lower half of the 10% to 30% range.  CCO
Holdings LLC is a wholly-owned subsidiary of Stamford, Conn.-based
cable provider Charter.

The revised recovery rating reflects a lower amount of secured
debt than S&P originally expected that Charter will use to fund
the acquisition.  This results in a higher recovery expectation
for the company's senior unsecured debtholders in a default
scenario.  (S&P will publish a full recovery report when the
company completes the remaining financing for the transaction.)

S&P's corporate credit rating on the company remains 'BB-' and the
outlook remains stable.  Debt leverage will increase only modestly
and the transaction, along with the asset swap and expected stake
in the spun-off assets, will offer some operational and scale
benefits.  Pro forma for the acquisition, S&P expects leverage of
about 5x, only a small increase from 4.6x as of June 30, 2014, and
still supportive, albeit at the high end, of S&P's "aggressive"
financial risk assessment.  S&P expects Charter to benefit from
increased scale economies from the approximate 30% increase in
video customers.  In addition to the acquisition, the swap of
customers with Comcast should improve Charter's operational
clustering, penetration levels, and regional market presence.

RATINGS LIST

Charter Communications Inc.

  Corporate Credit Rating              BB-/Stable/--

New Rating

  CCOH Safari LLC
   $1.5 bil. notes due 2022 and 2024
   Senior Secured                      B+
   Recovery Rating                     5

Rating Raised; Recovery Rating Revised

  CCO Holdings LLC                     To             From
  Senior Unsecured                     B+             B
  Recovery Rating                      5              6


CLARENDON HOSPITAL: S&P Lowers Rating on 2011A GO Bonds to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'B' from
'A-' on Clarendon Hospital District, S.C.'s (dba Clarendon Health
System) series 2011A general obligation (GO) bonds due to
significant deterioration in its financial position.  The outlook
is stable.

Standard & Poor's considers financial performance, or operating
risk, to be an important credit factor in assessing the credit
quality of a hospital because the health care sector is inherently
more vulnerable than traditional GO issuers to business risk and
may experience more rapid swings in fiscal health than a
comparable school district or municipal issuer.  Operational risk
is a credit concern to the extent that pledged revenues may be
interrupted due to bankruptcy protection or by a diversion to
operations.  This includes GO bonds with an unlimited ad valorem
tax pledge approved by voters to pay debt service.

"The speculative-grade rating reflects a significant and sustained
deterioration in Clarendon's financial profile since 2011, which
is inconsistent with its credit profile at the last review," said
Standard & Poor's credit analyst Jennifer Soule.  "Clarendon's
volatile operating performance, which rapidly declined since the
last review and resulted in management changes, also negatively
affected key balance sheet metrics.  Through the first 11 months
of fiscal 2014 ended Aug. 31, 2014, the health system reported
operating improvement; however, we are uncertain if the year will
close as favorably and if future financial performance can rebound
to historical levels," added Ms. Soule.

According to S&P's taxed-secured hospital debt criteria, a "credit
cliff" is created when an assessment of the hospital's credit
quality is 'B+' or lower.  At that point, GO hospital debt that
had been rated investment-grade generally moves immediately to the
rating that reflects the hospital's credit quality, which in this
case is 'B'.  In cases where the credit of the hospital district
is considered speculative, the rating will be driven increasingly
by the hospital's financial and operating profile.

Clarendon Hospital is a 56 licensed-bed sole community provider
and is part of Clarendon Health System, which also includes
physician practices, a community service division, and a long-term
care division.  The hospital and the physician group each carried
significant operating losses through the interim fiscal 2014
period, offset by gains at the community service and long-term
care divisions.  The district's full-faith-and-credit pledge,
payable from unlimited ad valorem taxes levied on all of the
district's taxable property, secures the bonds.  Clarendon is not
party to any swap agreements.


CLOUDEEVA INC: Court Approves Cole Schotz as Appellate Counsel
--------------------------------------------------------------
The Bankruptcy Court authorized Cloudeeva, Inc., to employ Cole,
Schotz, Meisel, Forman & Leonard, P.A., as appellate counsel, nunc
pro tunc to Sept. 10, 2014.

Cole Schotz is expected to prosecute the appeal of the Bankruptcy
Court's Aug. 22, 2014 order dismissing the cases, Civ. Action No.
14-cv-05587 (JAP), and perform all other legal services for and on
behalf of the Debtors which may be necessary or appropriate in
connection with the appeal.

By separate application, the Debtors have sought the Court's
approval to employ Trenk, DiPasquale, Della Fera & Sodono, P.C.
as their bankruptcy counsel.  None of the matters for which Trenk
is being retained involves the appeal and, therefore, the services
rendered and functions to be performed by Trenk will not be
duplicative of the work to be performed by Cole Schotz.  In
any event, Cole Schotz will coordinate with Trenk to avoid
duplication of effort.

Cole Schotz will be paid at these hourly rates:

       Members                        $365 to $825
       Associates                     $210 to $400
       Paralegals                     $185 to $250
       Litig. Support Specialists     $250 to $350

Cole Schotz will also be reimbursed for reasonable out-of-pocket
expenses.

Pursuant to an engagement letter between the Debtors and Cole
Schotz dated Aug. 26, 2014, Cole Schotz received a retainer of
$100,000 from the Debtors.  On Sept. 5, Cole Schotz applied
$22,424 of the retainer to pay its invoice dated Sept. 5, for
services rendered and disbursements incurred between Aug. 26, and
Aug. 31.  On Sept. 8, in accordance with the engagement agreement,
the Debtors replenished the retainer in the amount of $22,424.  On
Sept. 9, 2014, Cole Schotz applied $70,628 of the retainer to pay
an invoice dated Sept. 9, for services rendered and expenses
incurred between Sept. 1, and Sept. 9.  On Sept. 9, the Debtors
replenished the retainer in the amount of $70,628 such that the
retainer as of the close of business on Sept. 9, was $100,000 for
legal services to be rendered following reinstatement of the cases
in connection with the appeal.

Michael D. Sirota, member of Cole Schotz, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

As reported in the TCR on Oct. 15, 2014, Bartronics Asia Pte.
Ltd., objected to the Debtors' application to employ Cole Schotz
stating that the application must be denied unless Cole, Schotz
returns the postpetition retainer to the estates.

                        About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services.  The company provides information technology staffing
services to major clients and third party vendors in the United
States and India.  The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014.  The cases are assigned to Judge Kathryn
C. Ferguson.

Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in
liabilities as of the Chapter 11 filing.  The company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.

The Debtors originally tapped Lowenstein Sandler LLP as counsel.
However, they are now seeking the retention of Trenk, DiPasquale,
Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who
retention was not formally approved by order of the Court.  The
Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard,
P.A. as appellate counsel.  Kurtzman Carson Consultants LLC serves
as claims and noticing agent.

                         *     *     *

On Aug. 22, 2014, Judge Ferguson entered an order dismissing the
Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE
Ltd.  BAPL asserted that the cases were not filed in good faith.

The Debtors subsequently filed an appeal challenging the dismissal
of their cases.

Since then, District Judge Joel A. Pisano for the District of New
Jersey entered an order staying the Case Dismissal Order pending
further proceedings.  Simultaneously, Judge Pisano reinstated the
Debtors' bankruptcy cases and authorized the Debtors to be in
possession of their assets and the management of their business as
debtors-in-possession, subject to the continuing jurisdiction of
the Bankruptcy Court and any further orders of the Bankruptcy
Court or the District Court.

According to the docket, the Debtors' exclusive right to file a
plan expires on Nov. 18, 2014.


CLOUDEEVA INC: Court Denies Payment of Foreign Vendor Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey denied
Cloudeeva, Inc., et al.'s motion to authorize payment of
prepetition claims of certain foreign vendors.

Bartronics Asia Pte. Ltd., in a supplemental objection to the
Debtors' motion, restated what it said in its original objection,
that the foreign vendor motion would create an opportunity for the
Debtors to misallocate estate funds.   The payments substantially
exceed the $145,000 monthly "contracted" fee that the Debtors
previously represented is the monthly payment obligation to
Cloudeeva India.

BAPL said that Cloudeeva India is an entity that was later
disclosed as the wholly owned by Adesh Tyagi's father.  Adesh
Tyagi is Cloudeeva Inc.'s chairman & chief executive officer.

                        About Cloudeeva, Inc.

Cloudeeva, Inc., a public company previously known as Systems
America, Inc., is a global cloud services and technology solutions
company specializing in cloud, big data and mobility solutions and
services.  The company provides information technology staffing
services to major clients and third party vendors in the United
States and India.  The company headquarters are in East Windsor,
New Jersey, with regional offices in California, Illinois and
international offices in India.

Cloudeeva, Inc., and its affiliates sought Chapter 11 bankruptcy
protection (Bankr. D.N.J. Lead Case No. 14-24874) in Trenton, New
Jersey, on July 21, 2014.  The cases are assigned to Judge Kathryn
C. Ferguson.

Cloudeeva disclosed $4,989,375 in assets and $6,528,910 in
liabilities as of the Chapter 11 filing.  The company said only
$209,000 is owing to its lender Prestige Capital Corp. and more
than $5.2 million is owed for trade vendor payables.

The Debtors originally tapped Lowenstein Sandler LLP as counsel.
However, they are now seeking the retention of Trenk, DiPasquale,
Della Fera & Sodono, P.C., to replace Lowenstein Sandler, who
retention was not formally approved by order of the Court.  The
Debtors have also tapped Cole, Schotz, Meisel, Forman & Leonard,
P.A. as appellate counsel.  Kurtzman Carson Consultants LLC serves
as claims and noticing agent.

                         *     *     *

On Aug. 22, 2014, Judge Ferguson entered an order dismissing the
Debtors' Chapter 11 cases at the behest of Bartronics Asia PTE
Ltd.  BAPL asserted that the cases were not filed in good faith.

The Debtors subsequently filed an appeal challenging the dismissal
of their cases.

Since then, District Judge Joel A. Pisano for the District of New
Jersey entered an order staying the Case Dismissal Order pending
further proceedings.  Simultaneously, Judge Pisano reinstated the
Debtors' bankruptcy cases and authorized the Debtors to be in
possession of their assets and the management of their business as
debtors-in-possession, subject to the continuing jurisdiction of
the Bankruptcy Court and any further orders of the Bankruptcy
Court or the District Court.

According to the docket, the Debtors' exclusive right to file a
plan expires on Nov. 18, 2014.


CRITTENDEN HOSPITAL: May Hire Brad H. Wooley as Auctioneer
----------------------------------------------------------
Lance Turner at Arkansas Business reports that the Hon. Audrey R.
Evans of the U.S. Bankruptcy Court for the Eastern District of
Arkansas has allowed A. Jan Thomas Jr., bankruptcy trustee for
Crittenden Hospital Association, to hire Brad H. Wooley as
auctioneer of some of Crittenden Regional Hospital's assets.

According to Arkansas Business, assets to be auctioned include: a
clinic, a women's center, a dental office building, and 15 acres
near the hospital.

Arkansas Business says that Crittenden Regional closed last month.
Mark Friedman at Arkansas Business reported in September that the
hospital cited "the challenges of a struggling economy and
continued declines in patient volume and reimbursement" as reasons
for the closure.

Arkansas Business relates that a date has yet to be set for the
auction.

Crittenden Hospital Association, which owned and operated
Crittenden Regional Hospital, filed for Chapter 7 bankruptcy
(Bankr. E.D. Ark. Case No. 14- 14948) on Sept. 12, 2014.  It
reported $33 million in debt and about $28 million in assets.


CTI BIOPHARMA: Posts $4.6 Million Net Income in Third Quarter
-------------------------------------------------------------
CTI BioPharma Corp. reported net income attributable to the
Company's shareholders of $4.60 million on $39.53 million of total
revenues for the three months ended Sept. 30, 2014, compared to a
net loss attributable to the Companys shareholders of $22.44
million on $362,000 of total revenues for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss attributable to common shareholders of $51.79 million on
$42.28 million of total revenues compared to a net loss
attributable to common shareholders of $59.83 million on $1.79
million of total revenues for the same period a year ago.

"During the quarter, we achieved a key objective we set forth at
the beginning of 2014 by securing a partner to accelerate the
development and commercialization of PIXUVRI(R) by expanding the
market into countries where we do not have a commercial presence
while also retaining rights in the US.  We believe this
partnership will maximize the value of PIXUVRI for CTI and help us
achieve our goal of generating net positive margin contributions
from PIXUVRI sales," said James A. Bianco, M.D., president and
CEO.  "This has truly been a transformative last 12 months for CTI
having secured two major development and commercialization
collaborations; completed enrollment in the first Phase 3 clinical
trial for pacritinib, which we believe is on track to report top-
line results in the first quarter of 2015; initiated enrollment in
the second Phase 3 trial for pacritinib; and secured worldwide
rights to tosedostat, a first-in-class aminopeptidase inhibitor.
We look forward to building on this momentum as we set our sights
on readying pacritinib for potential registration late 2015."

As of Sept. 30, 2014, CTI's cash and cash equivalents totaled
$29.9 million.

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

                        http://is.gd/IzFWze

                        About CTI BioPharma

CTI BioPharma Corp. (NASDAQ and MTA: CTIC) --
http://www.ctibiopharma.com/-- formerly known as Cell
Therapeutics, Inc., is a biopharmaceutical company focused on
the acquisition, development and commercialization of novel
targeted therapies covering a spectrum of blood-related cancers
that offer a unique benefit to patients and healthcare providers.
The Company has a commercial presence in Europe and a late-stage
development pipeline, including pacritinib, CTI's lead product
candidate that is currently being studied in a Phase 3 program for
the treatment of patients with myelofibrosis.  CTI BioPharma is
headquartered in Seattle, Washington, with offices in London and
Milan under the name CTI Life Sciences Limited.

Cell Therapeutics reported a net loss attributable to common
shareholders of $49.64 million in 2013, a net loss attributable to
common shareholders of $115.27 million in 2012 and a net loss
attributable to common shareholders of $121.07 million in 2011.

Cell Therapeutics' balance sheet at June 30, 2014, showed $55.25
million in total assets, $40.68 million in total liabilities,
$7.89 million in common stock purchase warrants and $6.68 million
in total shareholders' equity.

                        Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications and patents relating to
intellectual property for PIXUVRI, pacritinib and tosedostat.  We
have also licensed the intellectual property for our drug delivery
technology relating to Opaxio, which uses polymers that are linked
to drugs known as polymer-drug conjugates.  Some of our product
development programs depend on our ability to maintain rights
under these arrangements.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company said in its quarterly report for the period ended June 30,
2014.


DAEHAN SHIPBUILDING: Korean Bankruptcy Recognized by U.S. Court
---------------------------------------------------------------
The Bankruptcy Court granted Daehan Shipbuilding Co., Ltd.,
recognition of the Korean Bankruptcy Proceeding commenced by
Daehan Shipbuilding Co., Ltd. under the Korean Debtor
Rehabilitation and Bankruptcy Act as a "foreign main proceeding"
under Chapter 15 of the Bankruptcy Code.   There were no
objections to the requested relief.

                     About Daehan Shipbuilding

Based in Haenam-gun, Jeollanam-do, Korea, Daehan Shipbuilding Co.,
Ltd., is engaged in the shipbuilding and repair business.

On June 27, 2014, Daehan Shipbuilding applied for rehabilitation
before the 4th Bankruptcy Division of the Seoul Central District
Court.  Byung Mo Lee, as existing chief executive officer of the
Company, assumed the role of the custodian and "foreign
representative" of the company.

Mr. Lee filed a Chapter 15 bankruptcy petition in Manhattan
(Bankr. S.D.N.Y. Case No. 14-12391) on Aug. 18, 2014, to seek
recognition of the Korean rehabilitation proceedings.

Judge Sean H. Lane is assigned to the U.S. case.  The Debtor has
tapped Michael B. Schaedle, Esq., at Blank Rome LLP, as counsel.


DEAL MAKERS: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: Deal Makers Consultants, Inc
        5959 West Century Blvd., Suite 1105
        Los Angeles, CA 90045

Case No.: 14-30424

Chapter 11 Petition Date: October 29, 2014

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

Judge: Hon. Ernest M. Robles

Debtor's Counsel: Nathan V. Hoffman, Esq.
                  HOFFMAN & OSORIO, LLP
                  1004 W Covina Pkwy Ste 113
                  West Covina, CA 91790
                  Tel: 626-606-5000
                  Fax: 626-606-5753
                  Email: ecf@choicelawgroup.com

Total Assets: $5.59 million

Total Liabilities: $2.46 million

The petition was signed by Glen Quilter, president.

The Debtor listed Rose McGrew Living Trust as its largest
unsecured creditor holding a claim of $420,000.

A copy of the petition is available for free at:

              http://bankrupt.com/misc/cacb14-30424.pdf


DEE ALLEN: County Treasurer to Remit Excess Tax Sales Proceeds
--------------------------------------------------------------
U.S. Bankruptcy Judge Joel T. Marker authorized and directed the
Treasurer of Bingham County, Idaho to remit excess tax sales
proceeds of $6,000, to the consolidated estate of Dee Allen
Randall, et al.

Judge Marker also overruled Debtor Dee Allen Randall's competing
claim to the excess sales proceeds.

Gil A. Miller, Post-Confirmation Trustee of the Debtors' estates,
requested for the relief in aid of the Confirmed Plan.

The Trustee is represented by:

         Michael R. Johnson, Esq.
         David H. Leigh, Esq.
         RAY QUINNEY & NEBEKER P.C.
         36 South State Street, 14th Floor
         Salt Lake City, UT 84111
         Tel: (801) 532-1500
         Fax: (801) 532-7543
         E-mail: mjohnson@rqn.com
                 dleigh@rqn.com

The scheduled Oct. 14 hearing is stricken.

As reported in the Troubled Company Reporter on Nov. 5, 2013,
Judge Marker confirmed the trustee's Liquidating Plan of
Reorganization dated Sept. 9, 2013, after finding that all of the
applicable requirements for confirmation set forth in 11 U.S.C.
Sec. 1129 and all other legal requirements have been satisfied
concerning the Plan.

Union Central conveyed objections to the Trustee's proposal to
create a post-confirmation "Personal Actions Trust", which will
(i) pursue claims against "facilitators" of the "Randall
Enterprise Ponzi Scheme," and (ii) will allow -- but will not
require -- victims to assign their causes of action to the trust.
The Trustee proposes to hire the Estate's lawyers to prosecute
these claims, under a contingent fee arrangement.

Union Central pointed out that the proposal provides for the
Estate's lawyers concurrently to represent both the Estate and a
single class of the Estate's creditors.  Thus, according to Union
Central, the Plan should not be approved because it does not
comply with Section 327(a), 1104(d) and 101(14) of the Bankruptcy
Code.

The trustee responded that because Sections 327(a) and 1104(d)
only deal with the retention and employment of trustees and
professionals for the estate, and because there will be no estate
if the Plan is confirmed, the Plan cannot possibly violate those
sections of the Bankruptcy Code.

The Trustee averred that his litigation strategy will provide
definite benefits to most, if not all, of the victims.  As of
11:30 a.m. on October 24, 2013, the Trustee had received 352
ballots concerning the Plan, 350 of which were cast by Class 17
Victims and 2 of which were cast by Class 16(A) creditors.  Of the
350 Class 17 Victim ballots, 346 voted in favor of the Plan, and
only four voted against it.  Further, of the 346 Victim ballots
voting in favor of the Plan, only three expressly declined to
assign their Victim Causes of Action to the PAT.  Ten additional
Victim ballots voted in favor of the Plan but failed to indicate
whether they would or would not assign their Victim Causes of
Action to the PAT.

A copy of the Plan Confirmation Order is available for free at:

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

                      About Dee Allen Randall

Dee Allen Randall in Kaysville, Utah, filed for Chapter 11
bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010, to
forestall creditors while he reorganized his finances.  His
companies include Horizon Mortgage & Investment, Horizon Financial
& Insurance Group and Horizon Auto Funding.  Judge Joel T. Marker
presides over the bankruptcy case.  In his petition, Mr. Randall
estimated $10 million to $50 million in assets and $1 million to
$10 million in debts.

Mr. Randall claims he was conducting a "legal Ponzi scheme," but
authorities are investigating him for possible violations of the
law in an operation that took in $65 million from 700 or so
investors.

Gil A. Miller was appointed as Chapter 11 trustee for Mr.
Randall's bankruptcy estate.

On Oct. 12, 2011, Mr. Miller placed Mr. Randall's corporate
entities -- Horizon Auto Funding, LLC, Independent Commercial
Lending LLC, Horizon Financial Center I LLC, Horizon Mortgage and
Investment Inc. and Horizon Financial & Insurance Group Inc. -- in
bankruptcy by filing separate Chapter 11 petitions (Bankr. D. Utah
Case Nos. 11-34826, 11-34830, 11-34831, 11-34833 and 11-34834).

Judge Joel T. Marker presides over the 2010 and 2011 cases.
Michael R. Johnson, Esq., Brent D. Wride, Esq., and David H.
Leigh, Esq., at Ray Quinney & Nebeker P.C., serve as counsel to
the Chapter 11 Trustee.  The cases are substantively consolidated
under Case No. 10-37546.  Reid Collins & Tsai LLP represents the
Chapter 11 Trustee as special litigation counsel.  Fabian &
Clendenin represents the Chapter 11 Trustee as special counsel.

Union Central is represented by  J. Thomas Beckett, Esq., at
Parsons Behle & Latimer.


DESERT LAND: Nevada Judge Denies Motion to Strike Jury Demand
-------------------------------------------------------------
District Judge Robert C. Jones in Nevada denies a motion to strike
jury demand in the case, TOM GONZALES, Plaintiff, v. DESERT LAND,
LLC et al., Defendants, NO. 3:11-CV-00613-RCJ-VPC (D. Nev.).  This
bankruptcy removal case arises out of the alleged breach of a
settlement agreement that was part of a confirmation plan in the
Chapter 11 bankruptcy cases of Desert Land, LLC et al.

Tom Gonzales in 2000 loaned $41.5 million to Defendants Desert
Land, LLC and Desert Oasis Apartments, LLC to finance their
acquisition and/or development of land ("Parcel A") in Las Vegas,
Nevada. The loan was secured by a deed of trust. On May 31, 2002,
Desert Land and Desert Oasis Apartments, as well as Desert Ranch,
LLC -- Desert Entities -- each filed for bankruptcy, and Judge
Jones jointly administered those three bankruptcies while sitting
as a bankruptcy judge.  Judge Jones confirmed the second amended
plan.

A copy of Judge Jones' Oct. 21, 2014 Order is available at
http://is.gd/ec7SURfrom Leagle.com.

Tom Gonzales is represented by Steven Mishan, Esq., at The Law
Offices of Steven Mishan, P.A.


DESERT LAND: Bid to Strike Jury Demand Granted in Suit v. Shotgun
-----------------------------------------------------------------
Nevada District Judge Robert C. Jones denied a motion to
reconsider and granted a motion to strike jury demand in the case,
TOM GONZALES, Plaintiff, v. SHOTGUN NEVADA INVESTMENTS, LLC et
al., Defendants, 2:13-CV-00931-RCJ-VPC (D. Nev.).  This case
arises out of the alleged breach of a settlement agreement that
was part of a confirmation plan in the Chapter 11 bankruptcy cases
of Desert Land, LLC et al.

This is the second action before the District Court by Tom
Gonzales concerning his entitlement to a fee under a Confirmation
Order that Judge Jones entered over 10 years ago while sitting as
bankruptcy judge the Debtors' cases.

A copy of Judge Jones' Oct. 23, 2014 Order is available at
http://is.gd/mYAdQbfrom Leagle.com.


DIEBOLT LUMBER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Diebolt Lumber & Supply, Inc.
           aka Diebolt Lumber & Supply Inc.
        2661 Nebraska Rd.
        La Harpe, KS 66751

Case No.: 14-22582

Chapter 11 Petition Date: October 29, 2014

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

Judge: Hon. Robert D. Berger

Debtor's Counsel: Jeffrey A. Deines, Esq.
                  LENTZ CLARK DEINES PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  Email: jdeines@lcdlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Donald D. Diebolt, president.

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


DIGITAL DOMAIN: Court OKs Settlement Between Panel and Defendants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement agreement between the Official Committee of Unsecured
Creditors in the Chapter 11 cases of DDMG Estate, et al., and
certain preference action defendants.

The preference action defendants include, among others: Sabadell
United Bank, N.A., as successor in interest to Lydian Private Bank
American General Life Companies, LLC, doing business as American
General Life FPL, also known as Florida Power & Light Co.

                        About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The Company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DOMUM LOCIS: Can Not File Chapter 11 Plan Until January 2015
------------------------------------------------------------
Domum Locis LLC asks the U.S. Bankruptcy Court for the Central
District of California to extend its exclusive periods to:

  a) file a Chapter 11 plan of reorganization from Nov. 8, 2014,
     to Jan. 7, 2015; and

  b) solicit acceptances from creditors of its plan including
     March 6 2015, through May 5, 2015.

A hearing is set for Nov. 4, 2014, at 2:30 p.m. 255 East Temple
Street, Crtrm. 1675 in Los Angeles, California.

The Debtor tells the Court that it has been involved in contested
litigation with Lloyds since the Petition Date with respect to
issues concerning:

    i) whether the Properties are property of the estate;

   ii) Lloyds' First and Second Motions for Relief from Stay;

  iii) Lloyds' allegations regarding bad faith;

   iv) Lloyds' opposition to the Debtor's request for authority to
       utilize of cash collateral and enter into certain
       residential leases, and

   v) other issues.

The Debtor notes the foregoing issues have been complex and
occupied a significant amount of its time and opportunity to
propose a plan of reorganization.  After the Court rules on the
foregoing matters, which are currently scheduled for hearing on
Oct. 22, 2014, the Debtor will be in a better position to move
forward with its reorganization efforts.  Among other things, the
parties will also know whether certain issues regarding Lloyds'
loans are going to be tried in the state court case, which will
have an impact on the timing of the bankruptcy case.

In 2006, Michael J. Kilroy, the principal and sole managing member
of the Debtor, learned that Lloyds was offering "variable rate,
variable currency" loans to individuals throughout the United
States, with a particular focus on potential borrowers in Hawaii,
California, Florida, and New York.  The Dual Currency loans were
marketed as low interest, 2% loans, designed to be redenominated
immediately from U.S. Dollars into Japanese Yen.

                       About Domum Locis

Domum Locis LLC filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Calif. Case No. 14-23301) on July 11, 2014.  Michael J.
Kilroy signed the petition as managing member.  The Debtor
estimated assets and liabilities of at least $10 million.  Cypress
LLP serves as the Debtor's counsel.  Judge Robert N. Kwan presides
over the case.

The Debtor selected Cypress LLP as general bankruptcy counsel.

The Debtor reported $14,571,293 in total assets and $11,043,877 in
total liabilities.


DOTS LLC: Court Requires Citibank to Turn Over Property
-------------------------------------------------------
The bankruptcy court entered an order compelling Citibank, N.A.,
to turn over property of Dots, LLC, et al., consisting of the
balance in a bank account at Citibank with an account number
ending in 74093.

Specifically, Citibank is obligated to, among other things:

   a. remit the balance in the Bank Account to the Debtors via
wire transfer of immediately available funds or official check,
b. close the Bank Account, and

   b. pay to the Debtors the sum of (a) $4,173 plus (b) per diem
interest in the amount of $57 for each day after service of the
Order that the balance of the Bank Account is not turned over to
the Debtors.  The payment will be due by Oct. 27, 2014.

As reported in the TCR on Sept. 23, 2014, prior to the Petition
Date, the Debtors opened the Bank Account as the local depository
account for cash and checks received from customers at their
retail store located in Central Islip, New York.  In the ordinary
course of the Debtors' business, funds deposited into the Bank
Account were subsequently transferred via automated clearinghouse
("ACH") from the Bank Account to the Debtors' cash concentration
account at KeyBank, N.A. Since the Petition Date, Citibank has not
permitted the Debtors to withdraw funds from the Bank Account by
ACH, wire transfer, or reverse wire drawdown, despite numerous
requests by the Debtors. As of the date hereof, the balance in the
Bank Account is $225,581.

On Feb. 28, 2014, the Debtors commenced store-closing sales at all
of their remaining retail stores, including the Central Islip
Store.  The Store-Closing Sale at the Central Islip Store
concluded on May 31, 2014.  Accordingly, the Debtors have no
further need to maintain the Bank Account.  Moreover, the funds in
the Bank Account constitute proceeds of the Store-Closing Sales,
which the Debtors are contractually obligated to remit to the
agent that conducted the Store-Closing Sales pursuant to an agency
agreement approved by the Court.

Due to Citibank's refusal to remit the funds in the Bank Account
to the Debtors, the Debtors were required to borrow funds from
their postpetition lender in order to fund their obligations under
the Agency Agreement and have incurred interest charges thereon.

The Debtor is represented by:

         Kenneth A. Rosen, Esq.
         Wojciech F. Jung, Esq.
         Andrew Behlmann, Esq.
         LOWENSTEIN SANDLER LLP
         65 Livingston Avenue
         Roseland, NJ 07068
         Tel: (973) 597-2500
         Fax: (973) 597-2400

                         About DOTS LLC

Dots is a retailer of fashionable clothing, accessories, and
footwear for price-conscious women.  Dots provides missy and plus
size choices to fashion savvy 25 to 35 year old women at
approximately 400 retail stores throughout the Midwest, East, and
South United States.  Dots' workforce includes 3,500 individuals
in their stores, distribution center, and corporate headquarters.

Dots, LLC, and its affiliates sought bankruptcy protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
14-11016) on Jan. 20, 2014, to sell some or all of their assets.

Lowenstein Sandler LLP serves as counsel to the Debtors.
PricewaterhouseCoopers LLP is financial advisor and investment
banker.  Donlin, Recano & Company, Inc., is the claims and notice
agent.

As of the Petition Date, the Debtors have outstanding secured debt
owed to senior lender Salus Capital Partners, LLC, of which
$14.5 million remains outstanding under a revolving facility and
$16.1 million is owed under a term facility.  The Debtors also
have not less than $17 million outstanding under subordinated term
loan agreements with Irving Place Capital Partners III L.P.
("IPC") and related entities.  Moreover, the Debtors have
aggregate unsecured debts of $47.0 million.  The Debtors disclosed
$51,574,560 in assets and $85,442,656 in liabilities as of the
Chapter 11 filing.

Salus, the prepetition senior lender and the DIP lender, is
represented by Morgan, Lewis & Bockius, LLP.  The prepetition
subordinated lenders are represented by Okin Hollander & DeLuca,
LLP.

The Company has arranged to borrow $36 million to keep operating
as it reorganizes under court protection.

Otterbourg P.C. serves as counsel to the Official Committee of
Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.


DOVER DOWNS: Receives NYSE Listing Non-Compliance Notice
--------------------------------------------------------
Dover Downs Gaming & Entertainment, Inc. was notified by the
New York Stock Exchange on October 28, 2014 that the average
closing price of our common stock had fallen below $1.00 per share
over a period of 30 consecutive trading days, which is the minimum
average share price for continued listing on the NYSE under the
NYSE Listed Company Manual.

"Under NYSE rules, we have six months following receipt of the
notification, subject to possible extension, to regain compliance
with the minimum share price requirement or be subject to
delisting.  We can also regain compliance at any time during the
six-month cure period if our common stock has a closing share
price of at least $1.00 on the last trading day of any calendar
month during the period and also has an average closing share
price of at least $1.00 over the 30-trading day period ending on
the last trading day of that month," Dover Downs said.

"The notice has no immediate impact on the listing of our common
stock, which will continue to trade on the NYSE under the symbol
'DDE' but will be assigned a '.BC' indicator by the NYSE to
signify that we are not currently in compliance with NYSE
continued listing standards.

We have 10 business days to notify the NYSE of our intent to cure
this deficiency.  We intend to so notify the NYSE on a timely
basis."

Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE) --
http://www.doverdowns.com-- Dover Downs Hotel & Casino(R) is a
premier gaming and entertainment resort destination in the Mid-
Atlantic region.  Gaming operations consist of approximately 2,500
slots and a full complement of table games including poker.  The
AAA-rated Four Diamond hotel is Delaware's largest with 500
luxurious rooms/suites and amenities including a full-service
spa/salon, concert hall and 41,500 sq. ft. of multi-use event
space.  Live, world-class harness racing is featured November
through April, and horse racing is simulcast year-round.
Professional football parlay betting is accepted during the
season.  Additional property amenities include multiple
restaurants from fine dining to casual fare, bars/lounges and
retail shops.


EDGENET INC: Files Amended Liquidation Plan, Disclosure Statement
-----------------------------------------------------------------
El Wind Down, Inc., f/k/a Edgenet Inc., and its debtor affiliates
filed with the U.S. Bankruptcy Court for the District of Delaware
an amended joint plan of liquidation and accompanying disclosure
statement.

The Amended Plan provides that while the Plan Administrator is
empowered to assert Post-Effective Date Debtor Causes of Action on
behalf of the Post-Effective Date Debtor, it is not anticipated
that any claims or Causes of Action will be asserted, as it is
believed that none exist which would enhance the Post-Effective
Date Debtor's estate.  To the extent that any Post-Effective Date
Debtor Causes of Action is asserted under chapter 5 of the
Bankruptcy Code, any recoveries, net of the payment of sums on
account of any professional fees incurred in prosecuting those
claims or Causes of Action will be paid to Holders of Allowed
Class 4 Claims.

To the extent an objection is filed to a claim prior to Oct. 31,
2014, unless the Claim is disallowed by order of the Bankruptcy
Court on or before Oct. 31, 2014, the Holder of the Claim can file
a motion under Rule 3018 of the Federal Rules of Bankruptcy
Procedure to have that Claim allowed in a specific amount for
purposes of voting on the Plan.

A full-text copy of the Amended Disclosure Statement dated
Oct. 27, 2014, is available at:

         http://bankrupt.com/misc/EDGENETds1027.pdf

The Bankruptcy Court will convene a hearing on Dec. 9, 2014, at
12:00 p.m. (EST) to consider confirmation of the Liquidation Plan.

                       About Edgenet Inc.

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

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

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

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

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

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

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

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

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


EDUCATION MANAGEMENT: Extends Exchange Offer Expiration Date
------------------------------------------------------------
Education Management Corporation on Oct. 29 disclosed that it has
extended until 11:59 p.m., New York City time, on Nov. 24, 2014
the expiration date for its previously announced private offer to
exchange all outstanding Senior Cash Pay/PIK Notes due 2018 and
Senior PIK Toggle Notes due 2018 issued by certain of its
subsidiaries for a combination of mandatory convertible preferred
stock of EDMC and warrants to purchase common stock of EDMC.  The
Exchange Offer is being conducted in furtherance of the Company's
previously announced financial restructuring.  The expiration date
for the Exchange Offer had previously been 11:59 p.m., New York
City time, on October 29, 2014.

To date, more than 90% of the Notes have been tendered in the
Exchange Offer and holders of approximately 98% of the aggregate
claims in respect of the Notes and the Company's credit facilities
have contractually committed to participate in the Restructuring.
Notwithstanding the success of the Exchange Offer, the Company has
exercised its right to extend the expiration date under an
arrangement with Marblegate Asset Management, LLC and Magnolia
Road Capital LP in connection with litigation that the Minority
Noteholders commenced on Oct. 28 in the United States District
Court for the Southern District of New York.  The Minority
Noteholders, who own approximately $20 million of the Notes, seek
to enjoin the Restructuring.  In their application for preliminary
injunctive relief, they argue that the Company should "refashion"
the Restructuring, "simply keeping [the Minority Noteholders']
Notes in place and pay[ing] the interest and principal when due",
while other creditors exchange their debt claims for equity
interests.

Consistent with the terms of the agreements governing the
Restructuring, the Company intends to defend this litigation
vigorously.  A hearing on the Minority Noteholders' motion for
preliminary injunctive relief has been scheduled for November 18,
2014.  If the motion is denied, the Company will move to
consummate the Restructuring as soon as practicable thereafter.
In the meantime, pending resolution of the motion, the Company has
agreed not to consummate the Restructuring and to keep the
Exchange Offer open, and the Minority Noteholders have agreed that
the Company will not need to pay the cash interest owed in respect
of their Notes.

Holders who have previously tendered their Notes do not need to
take any action in response to the foregoing announcements in
order to receive the consideration set forth in the Offering
Circular dated October 1, 2014 and the documents related thereto,
all of which remain unchanged except as set forth in this press
release.  Holders of the Notes are accordingly referred to the
Exchange Offer Documents for the detailed terms and conditions of
the Exchange Offer.

The Company's obligations with respect to the Exchange Offer are
set forth solely in the Exchange Offer Documents.  This press
release is neither an offer to purchase nor a solicitation of an
offer to sell any securities.  The Exchange Offer is being made
only by, and pursuant to the terms of, the Exchange Offer
Documents.  The Exchange Offer is not being made in any
jurisdiction in which the making thereof would not be in
compliance with the applicable laws of such jurisdiction.

Holders of the Notes who desire a copy of the eligibility
certification for the Exchange Offer should visit the website for
this purpose at http://main.dfking.com/edmc/or request
instructions by sending an email to edmc@dfking.com or by calling
D.F. King & Co., Inc., as Information Agent for the Exchange
Offer, at (212) 269-5550.

            About Education Management Corporation

Education Management Corporation -- http://www.edmc.edu-- is
among the largest providers of post-secondary education in North
America, based on student enrollment and revenue, with a total of
110 locations in 32 U.S. states and Canada.  The Company offers
academic programs to students through campus-based and online
instruction, or through a combination of both.  The Company is
committed to offering quality academic programs and strives to
improve the learning experience for its students.  Its educational
institutions offer students the opportunity to earn undergraduate
and graduate degrees and certain specialized non-degree diplomas
in a broad range of disciplines, including media arts, health
sciences, design, psychology and behavioral sciences, culinary,
business, fashion, legal, education and information technology.


EMPRESAS OMAJEDE: Resolves Objection to State Insurance's Claim
---------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte Inclan approved a settlement
agreement/stipulation between Empresas Omajede Inc. and The State
Insurance Fund.

As reported in the TCR on Oct. 2, 2014, the Debtor said that the
settlement agreement resolved the Debtor's objection to SIF's
proof of claim.

On May 2, 2013, SIF filed a proof of claim of $28,260 which
relates to two debts from 2007 and 2008.  The Debtor objected
contending that the debt is not owed.

To resolve the matters, the parties entered into a settlement with
operative clauses that provides for, among other things:

   1. 50% of SIF's claim will be allowed as a general unsecured
claim;

   2. the allowed amount of SIF's general unsecured claim,
$14,130, will be paid in full through the Debtor's Amended Plan of
Reorganization; and

   3. SIF's allowed claim of $14,130 will be paid 100% and in the
same manner and timing as the payment to the other general
unsecured claims.

On Sept. 22, the Court granted Banco Popular PR's request for
seven days extension of time for the Debtor and Banco Popular to
file simultaneous cross motions for summary judgment as per the
order dated Aug. 4.  The order granted parties 45 days to file a
settlement agreement as to the SIF claim.

                       About Empresas Omajede

Empresas Omajede, Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Nelson E. Galarza serves as financial advisor.

The Debtor disclosed $16,718,614 in assets and $4,935,883 in
liabilities in its schedules.  The Debtor is a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets
located at La Ectronica Building, 1608 Bori St., in San Juan,
Puerto Rico.


ERNESTO MELENDEZ-PEREZ: Ex-Wife's Bid to Amend Judgment Denied
--------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte denied the "Motion To Alter
Or Amend Judgment Under Bankruptcy Rule 9023 And/Or For
Reconsideration Under Bankruptcy Rule 9024" filed by Margarita
Diaz Rivera, a defendant in the lawsuit commenced by Chapter 11
debtor Ernesto Antonio Melendez Perez.

Recently, Ms. Diaz-Rivera sought dismissal of Mr. Melendez-Perez's
Chapter 11 case (Bankr. D.P.R. Case No. 12-03808), for "failure of
the debtor to pay any domestic support obligation that first
becomes payable after the date of the filing of the petition."
The Debtor opposed.  As reported by the Troubled Company Reporter
on July 23, 2014, Judge Lamoutte denied the Motion to Dismiss as
it finds that the life insurance policy obligation is not a
domestic support obligation.

The case is ERNESTO ANTONIO MELENDEZ PEREZ, Plaintiff, v.
MARGARITA DIAZ RIVERA, Defendant, Adv. Proc. No. 12-00386
(ESL)(Bankr. D.P.R.).  A copy of the Court's October 27, 2014
Opinion and Order is available at http://is.gd/lh0fJIfrom
Leagle.com.


EXPRESS ENERGY: Moody's Assigns B3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned first time ratings to Express
Energy Services, LLC, including a B3 Corporate Family Rating (CFR)
and a B3 rating to its proposed $220 million first lien secured
term loan due 2021. Express also plans to establish a $60 million
secured ABL revolver, which will be undrawn at close and will
remain unrated. Moody's assigned an SGL-2 Speculative Grade
Liquidity Rating. Term loan proceeds along with equity from funds
affiliated with Apollo will be used to fund the acquisition of
Express by funds affiliated with Apollo. The outlook is stable.

"After exiting Chapter 11 bankruptcy in 2010, Express has become a
more strategically focused oil field services company," commented
Andrew Brooks, Moody's Vice President. "Its strong presence in the
casing and well testing markets in the Eagle Ford Shale and
Permian Basin are key drivers of the ratings, as is the prospect
of rapidly deleveraging through internally generated strong
positive free cash flow."

Ratings assigned:

Issuer: Express Energy Services LLC

  Corporate Family Rating, B3

  Probability of Default Rating, B3-PD

  New $220 million Senior Secured 7-year Term Loan, B3 -- LGD4

  Speculative Grade Liquidity Rating, SGL-2

  Outlook, Stable

Ratings Rationale

Express' B3 CFR reflects the company's small size and scale, its
transition away from commoditized services directed largely at
conventional natural gas well drilling to a more focused niche
provider of specialized services to complex drilling applications
leveraged to liquids production, and a volatile earnings history
exacerbated by bouts of sometimes extreme cyclicality in the oil
field services sector. The rating is tempered by elevated leverage
at the outset (over 4.0x on a pro forma basis as of June 30), and
the limited technical and financial barriers to entry in the US
land market in which Express competes, although the company
appears to have successfully gained share from several larger,
more diversified services companies. Factors supporting Express'
B3 CFR are its market share in the well construction and well
testing services in which it specializes, its focus on liquids
dominated reservoirs whose production is optimized through the
application of complex, horizontal drilling techniques, a record
of consistent free cash generation, and its strong health and
safety record providing it a competitive advantage with its
largely blue-chip, sophisticated customer base.

The secured term loan has a first-lien security interest in
substantially all the company's assets (aside from accounts
receivable on which the ABL has first priority). Given the second
lien that the ABL has on all assets other than its first lien on
receivables, the secured term loan is rated at the B3 CFR under
Moody's Loss Given Default (LGD) Methodology.

Formed in 2000, Express grew both through acquisitions and
organically, evolving from a niche rental support business to the
coiled tubing market into a more diversified provider of over a
dozen services and equipment across the well life cycle in many of
the major North American producing basins. From 2006 - 2008, the
company completed approximately $240 million in acquisitions in
order to expand its product and services lines. The company was
acquired in June 2008 by a private equity consortium at the then
height of the commodity price upswing. The ensuing plunge in oil
and gas prices eroded demand for the company's services, prompting
its Chapter 11 bankruptcy filing. It emerged in January 2010 under
a plan of reorganization which conveyed ownership of the company
to its secured lenders, converting the company's debt into equity
in the new company. Since its emergence from bankruptcy, new
management has shed assets and refocused the company on its Well
Construction and Well Testing segments. Over 75% of its revenues
are liquids-weighted, largely derived from operations in the Eagle
Ford Shale and Permian Basin, investing over $175 million since
2010 to achieve this transition. Express is expected to generate
consistent free cash flow as a re-focused, provider of casing and
testing services across large and complex drilling applications,
and has largely completed the capital investment to achieve this
turnaround. Through a mandatory sweep mechanism in its secured
term loan, Express should rapidly delever, improving its financial
metrics.

Express' SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity over the next 12-18 months, supported by internal cash
generation and the newly proposed $60 million ABL revolving credit
facility (expected to have roughly $50 million of availability at
close). Working capital is unlikely to be a large drain on cash,
and lower capital expenditures relative to historical requirements
should help the company in its efforts to amortize debt. The
proposed term loan will be covenant-lite, and the ABL revolver
will have a springing fixed charge coverage ratio that is unlikely
to be tested.

The stable outlook reflects strong prospects for deleveraging
through internally generated free cash flow, a function of the
company's more focused and disciplined approach to its business.
The ratings could be upgraded presuming Express generates annual
EBITDA approaching $100 million while reducing and holding
leverage to below 3x debt to EBITDA. The ratings could be
downgraded if revenue growth reverses, should free cash generation
not be realized or if debt to EBITDA exceeds 5x. Weak liquidity
could also prompt a downgrade.

The principal methodology used in these ratings was Global
Oilfield Services Rating Methodology published in December 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.

Express Energy Services, LLC, is a privately owned oilfield
service and equipment provider headquartered in Houston, Texas.


EXPRESS ENERGY: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Houston-based Express Energy Services LLC
(Express Energy).  The outlook is stable.

At the same time, S&P assigned its 'B' issue rating (the same as
the corporate credit rating) to Express Energy's proposed $220
million senior secured term loan facility due 2021.  The recovery
rating is '3', indicating S&P's expectation of meaningful (50% to
70%) recovery in the event of a payment default.

Express Energy will use net proceeds from the proposed term loan
to partially fund the acquisition of the company by private equity
funds affiliated with Apollo Global Management LLC.  Express
Energy will also enter into a new $60 million asset-based loan
(ABL) revolving credit facility due 2019 (unrated), availability
of which will be subject to a borrowing base.  S&P expects the
revolver will be undrawn at the close of the transaction.

"The ratings on Express Energy reflect our view of the company's
'vulnerable' business risk and 'highly leveraged' financial risk
profiles, and our assessment of liquidity as 'adequate,' according
to our criteria," said Standard & Poor's credit analyst Mark
Salierno.  These assessments reflect Express Energy's small scale
and size as a niche oilfield service provider, limited product and
geographic diversity, and exposure to the volatile drilling
activity of the oil and gas exploration and production (E&P)
industry.  These factors are partially offset by the company's
established market positions within the niche well construction
and well testing segments.  S&P expects operating margins will be
relatively stable despite potentially less favorable market
conditions, given the recent drop in crude oil prices.  Having
spent sizable capital to upgrade its assets and provide more
specialized service offerings in the past two years, S&P expects
capital spending requirements to be lower over the next two years.
This should enable the company to generate positive free operating
cash flow, allowing Express Energy to apply cash flow to debt
reduction, and gradually improve credit protection measures
following the completion of the transaction.

The outlook is stable.  While S&P believes less favorable crude
oil prices could temper activity levels over the next year, S&P
believes that Express Energy's operations in more economically
favorable areas such as the Permian and Eagle Ford should enable
the company to modestly grow revenue and maintain solid operating
performance in 2015, which should allow the company to generate
positive cash flow and gradually improve credit measures.

S&P could lower the ratings if liquidity tightens such that
availability under the revolving credit facility shrinks
considerably.  Such a scenario could occur if competitive pricing
pressures accelerate or demand falls more than expected from a
further drop in commodity prices.  Under this scenario, S&P
expects EBITDA margins and overall profitability would
deteriorate, and could cause total debt to EBITDA to rise to 6x or
more.

An upgrade is unlikely within the next 12 months given the
potentially less favorable operating environment expected for
2015, and Express Energy's lack of scale and business diversity,
but could be considered if the commodity environment is more
favorable than currently expected and the company meaningfully
expands its size and scale while maintaining adequate liquidity.


F&H ACQUISITION: Has Until January 2015 to File Plan
----------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware extended through and including Jan. 12, 2015, F&H
Acquisition Corp., et al.'s exclusive plan filing period and
through and including March 10, 2015, the Debtors' exclusive
solicitation period.

As previously reported by The Troubled Company Reporter, the
Debtors asked for an extension of the exclusive periods to give
them additional time to continue the claims resolution process as
well as to determine the appropriate exit mechanism for their
Chapter 11 cases.

                  About F & H Acquisition Corp.

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

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

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

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

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

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

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

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


FEDERAL-MOGUL: Summary Judgment Bid in "Podedworny" Suit Denied
---------------------------------------------------------------
Plaintiff Constance Podedworny, Executrix for the Estate of Joseph
Podedworny, by her agent, The Federal-Mogul Asbestos Personal
Injury Trust, filed an asbestos-related negligence claims against
a number of defendants, including Turner & Newell.  The Defendant
moves for summary judgment pursuant to Super. R. Civ. P. 56 and
the Plaintiff objects.

The Superior Court of Rhode Island, in a decision dated Oct. 24,
2014, denied the Defendant's motion for summary judgment, after
finding that the Plaintiff has demonstrated that there exist
material questions of fact precluding the granting of summary
judgment.  The Superior Court pointed out that Section 4.5 of the
Federal-Mogul Chapter 11 Plan specifically conditioned the
Defendant's discharge upon the exhaustion of the asbestos
liability policy purchased from Curzon Insurance, Ltd.  At this
point in time, the Hercules Policy has yet to be exhausted, the
Superior Court said.

The Superior Court ruled that the Defendant has not been provided
with a discharge, the automatic stay has not lifted, and the
statute of limitations has not begun to run.  With regard to the
facts of the case, there remain material questions of fact as to
whether T&N's product caused the Plaintiff's injury, the Superior
Court said.  Accordingly, the Superior Court denied the
Defendant's Motion for Summary Judgment.

The case is CONSTANCE PODEDWORNY, Executor for the ESTATE of
JOSEPH PODEDWORNY, by her agent, THE FEDERAL-MOGUL ASBESTOS
PERSONAL INJURY TRUST Plaintiff, v. AMERICAN INSULATED WIRE CORP.,
T&N LIMITED, f/k/a T&N plc, TURNER & NEWALL PLC, and TURNER &
NEWALL LIMITED, TAF INTERNATIONAL LIMITED, f/k/a TURNERS ASBESTOS
FIBRES LIMITED and RAW ASBESTOS DISTRIBUTORS LIMITED, and JOHN DOE
Defendants.  A full-text copy of the Superior Court's Decision is
available at http://is.gd/ZcpDDSfrom Leagle.com.

                         About Federal-Mogul

Federal-Mogul Corporation is a supplier of powertrain, chassis and
as safety technologies, serving the world's foremost original
equipment manufacturers of automotive, light commercial, heavy-
duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Federal-Mogul was
founded in Detroit in 1899.  The Company is headquartered in
Southfield, Michigan, and employs nearly 41,000 people in 33
countries.

The Company filed for Chapter 11 protection (Bankr. Del. Case No.
01-10582) on Oct. 1, 2001.  Attorneys at Sidley Austin and
Pachulski, Stang, Ziehl & Jones, P.C., represented the Debtors in
their restructuring effort.  When the Debtors filed for protection
from their creditors, they listed $10.15 billion in assets and
$8.86 billion in liabilities.  Attorneys at The Bayard Firm
represented the Official Committee of Unsecured Creditors.

The Debtors' Reorganization Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14, 2007.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.


FIDELITY & GUARANTY: Fitch Affirms 'BB' Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' long-term Issuer Default
Rating (IDR) of Fidelity & Guaranty Life Holdings, Inc. (F&G Life
Holdings) and the 'BBB' Insurer Financial Strength (IFS) ratings
assigned to F&G Life Holdings' insurance subsidiaries, Fidelity &
Guaranty Life Insurance Co. and Fidelity & Guaranty Life Insurance
Co. of New York (collectively referred to as F&G Life).  The
Rating Outlook is Stable.

KEY RATING DRIVERS

The rating affirmation reflects Fitch's view that recent operating
performance and balance sheet fundamentals are in line with rating
expectations.  The ratings are based on F&G Life's relatively
narrow product focus, strong balance sheet profile, increased
financial flexibility from the partial IPO and new revolving loan
capacity and management's successful execution of its operating
strategies since the company's purchase by Harbinger Group Inc.
(HRG) in 2011.  The ratings also consider HRG's high leverage,
competitive challenges in the company's target markets, and
macroeconomic challenges associated with low interest rates.

F&G Life's strategic focus is centered on the sale of fixed
indexed annuities (FIAs) primarily through independent marketing
organizations (IMOs).  FIAs have accounted for roughly 85% of
total product sales from 2011 to 2013.  While Fitch believes that
F&G Life maintains a strong competitive position in this market,
this concentration exposes the company to potentially unfavorable
regulatory or market developments that may negatively impact the
demand for FIA products.

F&G Life's strong balance sheet profile reflects the company's
strong statutory capitalization and good asset quality.  The
company's below investment grade bonds (BIGs) to surplus ratio is
above industry averages at 91.3% of total adjusted capital (TAC).
However, Fitch views the credit quality to be comparable to peers
and notes that the company's investment portfolio tends to
overweight public bonds and underweight mortgages loans and
alternatives.  Impairment losses continued to trend lower with a
drop to $0.6 million in the first half of 2014 versus $6.3 million
in 2013.

Estimated risk based capital (RBC) of 414% and financial leverage
of 19% at June 30, 2014 are both in line with rating expectations.
Statutory capital increased 2% to $1,214 million and operating
leverage remained at 14x.  Statutory capital may be negatively
impacted in the future due to new business strain as the company
looks to increase product sales.

F&G Life's operating performance has improved considerably
following the change in the company's ownership and management
team.  Improved earnings have benefited from management actions to
reduce expenses and maintain product pricing discipline.  Results
have also benefited from improved investment performance due to
improved market conditions and steps taken by management to de-
risk the investment portfolio.

Fitch considers FGL's IPO in Dec. 2013 a credit positive.  HRG's
80.4% ownership is still significant but, FGL has diversified its
sources of capital and has adopted a more conservative dividend
policy, allowing for more financial flexibility and capital
retention to fund growth.  FGL also put in place a new $150
million revolving loan facility in Aug. 2014 to further its access
to funds.

Fitch's view of F&G Life's credit profile has been negatively
impacted by its status as a wholly owned subsidiary of HRG (IDR
'B').  Fitch has applied non-standard notching (three notches
compared to standard two notches) between the 'BBB' IFS ratings of
the insurance subsidiaries and the 'BB' IDR of F&G Life Holdings
(standard notching is two levels) based on the ratings and
financial profile of F&G Life Holdings' highly leveraged parent,
Harbinger Group Inc. (HRG, 'B' IDR) and its own limited, albeit
improved, financial flexibility and liquidity.

RATING SENSITIVITIES

The key rating triggers that could result in an upgrade include:

   -- F&G Life's consolidated RBC above 400%;
   -- Further divestiture of HRG's ownership in FGL;
   -- Financial leverage below 25%;
   -- Operating GAAP ROE above 10%.

The key rating triggers that could result in a downgrade include:

   -- Deterioration in HRG's credit profile;
   -- F&G Life's consolidated RBC falls below 300% with operating
      leverage above 20x;
   -- Consolidated financial leverage for F&G Life exceeds 35%;
   -- Maximum statutory dividend coverage of F&G Life consolidated
      interest falls below 3x.
   -- An unexpected spike in credit related impairments.

Fitch has affirmed these ratings with a Stable Outlook:

Fidelity & Guaranty Life Insurance Co.

Fidelity & Guaranty Life Insurance Co. of New York

   -- IFS rating at 'BBB'.

Fidelity & Guaranty Life Holdings, Inc.

   -- Long-term IDR at 'BB';
   -- Senior unsecured note due April 2021 at 'BB-'.


FIRST PHILADELPHIA: Judge Burns Confirms Amended Chapter 11 Plan
----------------------------------------------------------------
The Hon. Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey confirmed the amended Chapter 11 plan of
liquidation dated March 26, 2014, filed by First Philadelphia
Holdings LLC.

The Debtor said the amended plan is modified to incorporate terms
that were read into the record at the confirmation hearing
conducted on June 19, 2014:

  A) In the event that an auction sale, a bid with respect to or
     other transfer of the Property as contemplated in the Plan
     does not occur on or before Dec. 31, 2014, or such later
     date as may be agreed to among the Debtor, 6501 NSR, LLC and
     the Pennsylvania Infrastructure Investment Authority, 6501
     NSR, LLC and Penn Vest shall, without the need for further
     order of this Court, be granted relief from the automatic
     stay of Section 362 of the Bankruptcy Code to exercise any
     and all rights available to them under applicable law, at
     equity or otherwise;

  B) The auction sale, bid with respect to or other transfer of
     the Property under the Plan (except to the extent payment in
     cash is received by 6501 NSR, LLC and Penn Vest, thus
     reducing the amount of any claim asserted by 6501 NSR, LLC
     and Penn Vest, shall not operate to reduce any obligation(s)
     of the Debtor's principal, George M. Diemer, or any person or
     entity other than the Debtor (including, without limitation,
     Burnt Mill Associates and Woodlane Associates, L.P.), to 6501
     NSR, LLC and Penn Vest;

  C) In consultation with 6501 NSR, LLC and Penn Vest, the Debtor
     and its real estate broker will develop a marketing strategy
     for the Property which strategy shall include, but not be
     limited to:

        i) Marketing the Property, in accordance with the revised
           bid procedures at an initial amount of $8,000,000 for a

           Nov. 21, 2014 auction date, with all qualified bids to
           be received on or before Nov. 14, 2014 at 5:00 p.m.
           EST, through The New York Times, The Wall Street
           Journal, The Philadelphia Inquirer and any other
           periodical(s), as applicable;

       ii) Further marketing of the Property through an email
           marketing blast sent out by the Debtor's Court
           appointed real estate broker to a list of developers
           and typical purchasers in an effort to garner
           additional interest from a known community;

      iii) In the event that there is more than one party
           interested in bidding with respect to the Property,
           providing for an auction of the Property, in a manner
           described in the Bid Procedures, on Nov. 21, 2014; and

       iv) As recognized by, and in furtherance of the provisions
           of the Plan, including, without limitation, Section
           F.1.(k) of the Plan, 6501 NSR, LLC and Penn Vest shall
           be permitted to credit bid with respect to the amount
           of all of the debt owing to them by the Debtor;
           provided, however, that with respect to any liens,
           claims, encumbrances or interests that are senior to
           either of the foregoing parties, any such bid to the
           extent of such senior lien, claim, encumbrance or
           interest must be in cash.

As reported in the TCR on April 9, 2014, the Debtor proposed a
Liquidating Plan, where it sought to accomplish payments by (i)
marketing its real estate for sale, (ii) making payment to its
secured creditors from the proceeds of the sale, and (iii) making
payment to unsecured creditors funded by  the Debtor's sole member
George Diemer, who has committed to fund a $20,000 distribution.

The real property in question is located at 6501 New State Road
aka Tacony Street, Philadelphia, Pennsylvania.

Chief Judge Gloria M. Burns approved the Disclosure Statement, as
amended, describing the Plan on March 26, 2014.  A copy of the
Disclosure Statement is available for free at:

   http://bankrupt.com/misc/FIRSTPHILADELPHIA_AmdDSMar26.pdf

              About First Philadelphia Holdings, LLC

First Philadelphia Holdings, LLC, is a Pennsylvania limited
liability company formed on or about March 14, 2005.  The Debtor
is headquartered in New Jersey and is in the business of owning
real estate located at 6501 New State Road a/k/a Tacony Street,
Philadelphia, Pennsylvania.

The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No.
12-39767) on Dec. 21, 2012.  The Debtor scheduled $15,000,000 in
assets and $10,346,981 in liabilities as of the Chapter 11 filing.
Judge Gloria M. Burns presides over the case.

Maureen P. Steady, Esq., who has an office in Marlton, New Jersey,
serves as the Debtor's bankruptcy counsel.  In its schedules, the
Debtor disclosed $15,000,000 in total assets and $10,346,981 in
total liabilities.

No official committee of unsecured creditors, trustee or examiner
has been appointed in the Debtor's Chapter 11 case.


FIRST SECURITY: Posts $927,000 Net Income in Third Quarter
----------------------------------------------------------
First Security Group, Inc., reported net income of $927,000 on
$9.78 million of total interest income for the three months ended
Sept. 30, 2014, compared to a net loss of $1.43 million on $8.17
million of total interest income for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported net
income of $1.49 million on $26.95 million of total interest income
compared to a net loss of $12.80 million on $23.76 million of
total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2014, the Company had
$1.02 billion in total assets, $939.91 million in total
liabilities and $87.96 million in total shareholders' equity.

"Our goal for the near- and long-term is to enhance our
profitability each and every quarter.  We made additional progress
building a balance sheet that will produce sustainable,
predictable and consistently improving earnings," said Michael
Kramer, First Security's president and chief executive officer.
"In the current interest rate environment, we have placed a
significant emphasis on growing our deposit base to support our
loan growth and we are pleased with the progress achieved during
the quarter."

"During the third quarter, we achieved significant loan production
from our primary markets of Chattanooga and Knoxville as well as
our TriNet line of business," said John Haddock, First Security's
EVP and chief financial officer.  "We will continue to evaluate
and sell a portion of our TriNet production to capitalize on
market opportunities and manage certain lending concentrations.
We expect to realize solid gains on loan sales during the fourth
quarter from the $50 million held-for-sale at the end of the
quarter."

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

                        http://is.gd/lNevsz

                     About First Security Group

First Security Group, Inc. is a bank holding company headquartered
in Chattanooga, Tennessee.  Founded in 1999, First Security's
community bank subsidiary, FSGBank, N.A. has 26 full-service
banking offices along the interstate corridors of eastern and
middle Tennessee and northern Georgia.  FSGBank --
http://www.FSGBank.com/-- provides retail and commercial banking
services, trust and investment management, mortgage banking,
financial planning, internet banking.

First Security incurred a net loss of $13.44 million in 2013, a
net loss of $37.57 million in 2012 and a net loss of $23.06
million in 2011.


FOREST OIL: Plans to Effect Reverse Common Stock Split
------------------------------------------------------
On July 9, 2014, Forest Oil Corporation, Sabine Investor Holdings
LLC, Sabine Oil & Gas Holdings LLC, Sabine Oil & Gas Holdings II
LLC, Sabine Oil & Gas LLC and FR XI Onshore AIV, LLC, entered into
an Amended and Restated Agreement and Plan of Merger.  A special
meeting of Forest shareholders has been scheduled for Nov. 20,
2014, to obtain shareholder approvals in connection with the
Combination.  If the requisite approvals are obtained and the
other conditions to the transaction are met or waived, the
Combination is expected to be completed in December 2014.

On Oct. 27, 2014, informed Forest shareholders that the Company
intends to seek approval of an amendment to the Forest certificate
of incorporation to cause a reverse stock split of Forest common
shares.  The exact ratio of the reverse stock split will be
determined after completion of the Combination.

The purpose of the reverse stock split is to allow the combined
company to meet the minimum price requirements under the New York
Stock Exchange listing standards.

Forest intends to seek shareholder approval for the reverse stock
split concurrently with, and the reverse stock split would occur
concurrently with, the reincorporation merger described in
Forest's definitive proxy statement dated Oct. 20, 2014.  If the
Combination is completed and the reverse stock split is not
approved, or the minimum public market value or other listing
requirements are not met, the NYSE is expected to delist Forest's
common stock following the Combination.

In addition, Forest expects that it will receive a notice of
noncompliance with the NYSE's continued listing criteria based on
the recent trading price of Forest's common shares.  If the
Combination is not completed and the trading price of Forest's
common shares does not improve, Forest will be required to take
mitigating action, including, potentially, seeking shareholder
approval of a reverse stock split, to ensure that Forest will meet
the minimum share price requirements for continued listing under
the NYSE's listing standards.

                          About Forest Oil

Forest Oil is an independent oil and gas company engaged in the
acquisition, exploration, development, and production of oil,
natural gas, and natural gas liquids ("NGLs") primarily in North
America.

As of June 30, 2014, Forest Oil had $996.82 million in total
assets, $1.04 billion in total liabilities and a $45.63 million
total shareholders' deficit.

"The Company obtained amendments to the credit facility as
recently as September 2013 and March 2014 in order to avoid
breaching the debt to EBITDA covenant.  Forest believes that it
could seek, and the lenders under the credit facility would
provide, another amendment, or a waiver, of the covenant.  Failing
an amendment or waiver, Forest believes it could sell assets to
avoid breaching the financial covenant.  Alternatively, Forest
could obtain a new credit facility or other sources of financing.
Forest may yet undertake some or all of these actions prior to
year end, if necessary, though there is no assurance Forest could
complete any such actions as each involves factors that are
outside its control.  However, inasmuch as Forest has not obtained
a waiver or amendment to the credit facility, or pursued any of
the other alternatives, there presently exists substantial doubt
as to Forest's ability to continue as a going concern through
December 31, 2014," the Company said in the quarterly report for
the period ended June 30, 2014.

"As of September 30, 2014, we had approximately $13 million
outstanding under the Credit Facility and $800 million in
principal amount outstanding under the notes.  The immediate
acceleration of debt maturities of this magnitude likely would
result in our bankruptcy or other restructuring," the Company
added.

                            *    *    *

As reported by the TCR on Aug. 25, 2014, Standard & Poor's Ratings
Services said that its 'B-' corporate credit rating and its other
ratings on Denver-based Forest Oil Corp. remain on CreditWatch
with positive implications, pending the close of a merger
transaction with Sabine Oil & Gas LLC.


FR 160: Case Dismissed; Pending Hearings and Deadlines Vacated
--------------------------------------------------------------
U.S. Bankruptcy Judge Madeleine C. Wanslee of the U.S. Bankruptcy
Court for the District of Arizona dismissed the Chapter 11 case of
FR 160, LLC.

The Debtor sought for the immediate dismissal of the bankruptcy
case for cause.  No party has objected to the motion.

Judge Wanslee also ordered that pending hearings and related
deadlines in the case are vacated.

The Debtor is represented by:

         Christopher H. Bayley, Esq.
         Andrew V. Hardenbrook, Esq.
         SNELL & WILMER L.L.P.
         One Arizona Center
         400 E. Van Buren
         Phoenix, AZ 85004-2202
         Tel: (602) 382-6000
         Fax: (602) 382-6070
         E-mail: cbayley@swlaw.com
                 ahardenbrook@swlaw.com

                          About FR 160

FR 160 LLC, originally named IMH Special Asset NT 160 LLC, was
formed for the purpose of owning 51 residential lots and Tract H
at the Flagstaff Ranch Golf Club Community generally located in
Coconino County, Arizona.  In January 2011, to resolve disputes
with the golf club, the parties entered into an agreement where
FR 160 delivered to the golf club a promissory note in the amount
of $4,950,000, a promissory note of $720,000 and a deed of trust
on the real property.  FR 160 failed to make certain payments and
the golf club initiated the non-judicial foreclosure process.
FR 160 commenced bankruptcy to stop the trustee's sale of the
property.  It filed a Chapter 11 petition (Bankr. D. Ariz. Case
No. 12-13116) in Phoenix on June 12, 2012.

FR 160, which claims to be a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), estimated assets of up to $50 million
and debts of up to $100 million.  Attorneys at Snell & Wilmer
L.L.P., in Phoenix, serve as counsel.

The U.S. Trustee has not appointed an official committee in the
case due to an insufficient number of persons holding unsecured
claims against the Debtor that have expressed interest in serving
on a committee.  The U.S. Trustee reserves the right to appoint a
committee should interest develop among the creditors.

Attorneys at Gordon Silver, in Phoenix, represent creditor
Flagstaff Ranch Golf Club as counsel.  On Sept. 5, 2013, the Golf
Club terminated the attorney relationship with Gordon Silver and
indicated that it intended to move forward in the Debtor's
bankruptcy case with Thomas E. Littler, Esq., shareholder and
employee of Gordon Silver, as its sole counsel.

The Amended Plan dated April 1, 2013, provides that funds to be
used to make cash payments under the Amended Plan have been or
will be generated from (i) the new value contributed by IMHFC in
the amount of $500,000 to be deposited with the Debtor by no later
than the Effective Date, (ii) the revenues derived from the sale
of lots by the Debtor or the Reorganized Debtor; and (iii) the net
proceeds from any Debtor Causes of Action.


GENIUS BRANDS: Appoints Rebecca Hershinger as CFO
-------------------------------------------------
Richard Staves resigned from his position as interim chief
financial officer of Genius Brands International, Inc., on
Oct. 24, 2014, according to a regulatory filing with the U.S.
Securities and Exchange Commission.  Mr. Staves did not resign due
to any disagreement with the Company or its management regarding
any matters relating to the Company's operations, policies or
practices.

On Oct. 24, 2014, the Company's Board of Directors appointed
Rebecca Hershinger as chief financial officer.

Rebecca D. Hershinger, 41, has been a principal of CFO Advisory
Services Inc., an accounting and business advisory services firm
since 2012.  Prior to this position, Ms. Hershinger was chief
financial officer and vice president, Finance & Corporate
Development for SpectrumDNA, Inc. a social media marketing and
application development company from 2008 to 2012.  Hershinger was
an independent financial consultant in San Francisco between 2007
and 2008.  Ms. Hershinger was employed by Metro-Goldwyn-Mayer,
Inc. in Los Angeles, California from 1999 to 2005, holding various
positions ultimately rising to the level of Vice President,
Finance & Corporate Development.  Between 1995 and 1998, Ms.
Hershinger worked as an analyst for JP Morgan Chase & Co in Los
Angeles and New York.  Ms. Hershinger received her Bachelor of
Science in Business Administration from Georgetown University,
McDonough School of Business, in Washington, D.C. and a Master of
Business Administration (MBA) from The Wharton School, University
of Pennsylvania.  She also completed studies at the International
Finance & Comparative Business Policy Program at Oxford University
in Oxford, England.

Ms. Hershinger will be paid an aggregate of $55,000 for her
services for eight months, plus reimbursement of certain out of
pocket expenses and additional payments based on an hourly rate in
the event Ms. Hershinger performs services for the Company outside
the scope of her engagement.

CFO Advisory Services, Inc., has served as a financial consultant
to the Company since March 17, 2014, in consideration for which
the Company has paid $60,875.

Ms. Hershinger has no family relationship with any of the
executive officers or directors of the Company.  There are no
arrangements or understandings between Ms. Hershinger and any
other person pursuant to which she was appointed chief financial
officer of the Company.

                         About Genius Brands

San Diego, Calif.-based Genius Brands International, Inc., creates
and distributes music-based products which it believes are
entertaining, educational and beneficial to the well-being of
infants and young children under its brands, including Baby Genius
and Little Genius.

Genius Brands reported a net loss of $7.21 million in 2013, a net
loss of $2.06 million in 2012 and a net loss of $1.37 million in
2011.  The Company's balance sheet at June 30, 2014, showed $18.91
million in total assets, $3.46 million in total liabilities and
$15.44 million in total equity.


GFI GROUP: S&P Retains 'B' Rating on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' long-term
counterparty credit rating on GFI Group Inc. remains on
CreditWatch with negative implications and its 'B' senior
unsecured issue rating on GFI's $240 million senior unsecured
notes due 2018 remains on CreditWatch with positive implications,
where they were initially placed July 30, 2014.

The original CreditWatch listing followed the announcement that
CME and GFI entered into definitive agreements regarding a two-
step transaction in which CME will first acquire all of the
outstanding shares of GFI in exchange for $4.55 per share in CME
stock.  Immediately following the acquisition of GFI by CME, a
private consortium of GFI management plans to acquire GFI's
wholesale brokerage and clearing business for $165 million plus
the assumption, at closing, of approximately $63 million of
unvested deferred compensation and other liabilities.  Upon
closing of the transaction, CME would assume GFI's current $240
million senior unsecured notes.  At this time, this transaction is
still pending.

On Oct. 22, 2014, BGC (the wholly owned subsidiary of Cantor
Fitzgerald) announced it has commenced a fully financed tender
offer to acquire all of the outstanding common shares of GFI that
BGC does not currently own for $5.25 per share in cash.  BGC
currently owns 13.5% of GFI's outstanding shares.  The offer and
withdrawal rights will expire on Nov. 19, 2014.

S&P will continue to analyze the impact of the both announcements.
S&P expects to ultimately resolve the CreditWatch listing on both
the counterparty credit and senior unsecured debt ratings of GFI
either when the CME transaction is completed, which the company
expects in early 2015, or in the event it is called off due to
BGC's cash offer.


GGW BRANDS: Deal with 'Hottest Girl in America' Approved
--------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that a
California bankruptcy judge approved a settlement between Chelsea
Heath and Girls Gone Wild owner, GGW Brands, under which Ms. Heath
is expected to get at least $12,5000 for the prize money she never
got when she won the company's Hottest Girl in America in 2010.

                         About GGW Brands

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

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

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

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.  He is
represented by David M Stern, Esq., Jonathan Mark Weiss, Esq., and
Robert J Pfister, Esq., at Klee Tuchin Bogdonaff and Stern LLP.

In April 2014, the Chapter 11 Trustee sold the "Girls Gone Wild"
video franchise and its assets for $1.83 million.  An auction set
earlier that month was canceled because there were no bids to
compete with the so-called stalking horse, who isn't affiliated
with founder Joe Francis.


GROVE ESTATES: Court Approves Smigel Anderson as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized Grove Estates, LP, to employ Smigel, Anderson & Sacks,
LLP, as attorneys, nunc pro tunc to the Petition Date.

The Debtor has tapped Smigel Anderson as its attorneys under a
general retainer to perform the legal services that will be
necessary during the Chapter 11 case.

All charges will be billed at the firm's standard hourly billing
rates, with such rates currently being:

                                         Hourly Rate
                                         -----------
         Robert L. Knupp, Esq.              $325
         Louise S. Hutchinson, Esq.         $275
         Adam G. Klein, Esq.                $250
         Melissa L. Van Eck, Esq.           $250

         Associates                         $200
         Paralegals                         $150

The Debtor provided the firm with a prepetition retainer in the
form of one vehicle title and the sum of $1,717 (filing fee).

Robert Knupp, a partner at the firm, attested that Smigel Anderson
represents no other entity in connection with this case, is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code, and represents or holds no interest adverse
to the interests of the estate.

                       About Grove Estates

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


GROVE ESTATES: Can Hire Francis Musso as Accountant
---------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized Grove Estates, LP, to employ Francis C. Musso, CPA,
MPA, P.C., as accountant.

Francis C. Musso has conducted a telephone conference with the
Debtor to discuss assisting the Debtor with accounting services.
As such, Francis C. Musso is familiar with the Debtor's operations
and finances.

All associates of Francis C. Musso will be compensated at their
appropriate hourly rates, which are based upon experience and
seniority: Francis C. Musso will be compensated at the hourly rate
of $250 and $60 to $125 for support staff.

                       About Grove Estates

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

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


GT ADVANCED: Judge Orders Bankruptcy Papers Unsealed
----------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that a
bankruptcy judge in New Hampshire ordered the unsealing of papers
spelling out, in detail, the reasons jilted Apple Inc. supplier GT
Advanced Technologies Inc. filed for Chapter 11 bankruptcy
protection.  According to the report, Apple sought to keep the
information under wraps out of fear it will harm its reputation
and its relationships with other suppliers.

                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: Job Losses to Amount to $5.6MM in Termination Costs
----------------------------------------------------------------
GT Advanced Technologies, Inc., said in a filing with the U.S.
Securities and Exchange Commission that the closure of the
sapphire plant in Mesa, Arizona and Salem, Massachusetts and job
losses would amount to around $5.6 million in one-time termination
costs, leaving around 70 workers to manage the closure of the
plant.

Mark Osborne at Pv-tech.org reports that other charges related to
the closure were not specified, as the Debtor still needs to
complete full appraisal.

The Debtor, according to Pv-tech.org, said that the closures would
also affect jobs at an unspecified number of jobs at its Salem and
in Asia operations.

Mike Sunnucks, Senior Reporter at Phoenix Business Journal,
reports that many of the doomed workers at the Mesa plant -- which
is staffed with temporary or contract workers -- were never paid.
Business Journal says that local firms that helped the Debtor
staff its Apple plant now have bankruptcy claims saying they are
owed substantial money for temporary workers' pay.

An employment services executive who refuses to be identified said
that the Debtor owes his company at least $200,000 for Mesa plant
workers' pay, Business Journal states.  According to the report,
the business owner added that they also ran into problems because
the Debtor was having professional and other employees working
overtime, which staffing firms then had to pay and then wait for
reimbursement.

Court documents show that staffing firms Aerotek Inc. (owed more
than $1.9 million) and Nesco Resource (owed almost $1.8 million)
are included on the list of creditors holding the largest 30
unsecured claims against the Debtor.

According to Bob Sanders at New Hampshire Business Review, the
Debtor's shareholders remain skeptical though the Debtor's share
price did climb up to roughly 80 cents a share on the Pink Sheets,
about double the low following the stock Oct. 18, 2014 delisting
from the Nasdaq.  The shares, says the Business Review, had been
trading at $20 a share earlier this year.  Reuters relates that
some investors are seeking to form their own committee in the
bankruptcy proceeding due to the huge fluctuation in price.

Law Offices of Howard G. Smith announced on Oct. 28, 2014, that a
class action lawsuit has been filed against the Debtor by
purchasers of its securities, between Nov. 4, 2013, and Oct. 3,
2014, inclusive.

                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.


HAMPTON CAPITAL: Gets Approval to Sell Wagram Property to Cascades
------------------------------------------------------------------
Hampton Capital Partners, LLC, received court approval to sell a
real property to Cascades Holding US Inc.

The property located in Wagram, North Carolina, will be sold to
Cascades Holding for $125,000, according to a court order signed
by U.S. Bankruptcy Judge Catharine Aron.

The property is encumbered by the secured claims of Scotland
County and Ronile, Inc.  Proceeds from the sale will be used to
pay costs and Scotland County's claim, which is approximately
$36,500.  The remaining sale proceeds will go to Ronile.

The property will be transferred to Cascades, and upon closing,
will be "free and clear of all interests."  Each claim, lien,
encumbrance or interest in the property will be transferred to the
proceeds of the sale, according to the court order.

The Secured Claim of Scotland County is approximately $36,500,
with the precise amount to be determined at closing.  Ronile has
consented to the sale, and the Secured Claim of Scotland County
will be paid in full from the proceeds of the sale.

The proceeds derived from the sale of the Wagram Facility will be
distributed as:

   (1) all reasonable and ordinary closing costs, including all
       Seller Costs;

   (2) the Secured Claim of Scotland County;

   (3) all post-confirmation costs or expenses of marketing,
       maintaining, insuring or preserving the Wagram Facility,
       to the Debtor; and

   (4) all remaining Net Sale Proceeds to Ronile.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C. John Paul H.
Cournoyer, Esq., at Northen Blue, LLP, serves as counsel to the
Debtor.  Getzler Henrich & Associates LLC is the financial
consultant.

The Court confirmed the Debtor's second amended plan of
liquidation dated Oct. 8, 2013.  The Plan proposes the appointment
of a trustee to wind up the affairs of the Debtor, complete the
final administration of the Debtor's bankruptcy estate, and
consummate the Plan.


HANCOCK STREET: Case Summary & 6 Unsecured Creditors
----------------------------------------------------
Debtor: Hancock Street SML LLC
        124 Bertha Place
        Staten Island, NY 10301-3807

Case No.: 14-45491

Chapter 11 Petition Date: October 29, 2014

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

Judge: Hon. Hershey Lord

Debtor's Counsel: Gail E Spindler, Esq.
                  TROP & SPINDLER LLP
                  19-02 Whitestone Expressway, Suite 202
                  Whitestone, NY 11357
                  Tel: (718) 357-4333
                  Fax: (718) 357-3696
                  Email: troplaw@msn.com

Total Assets: $6 million

Total Liabilities: $6 million

The petition was signed by George Armstrong, managing member.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb14-45491.pdf


HARRIS COUNTY-HOUSTON SPORTS: S&P Raises Jr. Bonds Rating to 'BB+'
------------------------------------------------------------------
tandard & Poor's Ratings Services raised its rating to 'BB+' from
'B' on Harris County-Houston Sports Authority, Texas' existing
junior-lien series 1998-B, 1998-C, 2001-B, and 2001-H bonds.  The
outlook is stable.  At the same time, Standard & Poor's raised its
rating to 'BB-' from 'B' on the authority's third-lien series
2004A-3 bonds.  The rating on the third-lien 2004A-3 bonds was
placed on CreditWatch with positive implications.

The authority's junior-lien series 2001-B, 2001-C, and 2001-D
bonds were repaid in May 2014.  Repayment of these bonds was
accelerated in 2009 in 10 semi-annual payments when the liquidity
facility expired without being replaced.  The ratings on these
accelerated bonds have been withdrawn since they are no longer
outstanding.  Therefore, the upgrades on the junior-lien and
third-lien bonds mentioned above are due primarily to the
authority's successful repayment of its accelerated junior-lien
series 2001-B, 2001-C, and 2001-D bonds.  Furthermore, supporting
the upgrade to some degree, in S&P's view, is ongoing economic and
pledged revenue growth within the authority's taxing boundaries.

Standard & Poor's also affirmed its 'BBB' rating on the
authority's existing senior-lien 1998-A and 2001-I bonds.  The
outlook is stable.  Finally, Standard & Poor's affirmed its 'BBB'
rating on the authority's senior-lien series 2001-A and 2001-G
bonds and placed it on CreditWatch with positive implications.

"The rating actions reflect our view of a potential restructuring
of the authority's existing debt," said Standard & Poor's credit
analyst Omar Tabani.

The placement of the authority's senior-lien series 2001-A and
2001-G bonds on CreditWatch with positive implications reflect the
upcoming restructuring of the authority's existing debt and the
strengthening of reserve requirements and additional bonds tests.
Finally, placement of the authority's third-lien series 2004A-3
bonds on CreditWatch with positive implications reflects the
likelihood that S&P will raise the rating once the potential
refunding is completed, likely resulting in improved coverage on
the third-lien bonds.

Authority revenues currently secure roughly $446 million of
senior-lien bonds, $417 million of junior-lien bonds, $58 million
of third-lien series 2004A-3 bonds, and roughly $145 million of
unrated subordinate-lien loans and notes.


HEALTH NET: Moody's Raises Sr. Debt Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded Health Net, Inc.'s (NYSE: HNT)
senior debt rating to Ba2 from Ba3 and the insurance financial
strength (IFS) rating of its operating company, Health Net of
California, Inc. to Baa2 from Baa3. The outlook on the ratings is
positive.

Ratings Rationale

Moody's stated that the upgrade reflects Health Net's improved
earnings outlook, following solid results for 2013 and the first
half of 2014 as the company repositioned its commercial book of
business and addressed risks regarding its California Medicaid
contract. Moody's Senior Vice President, Steve Zaharuk, added, "In
addition to improved financial results, Health Net has positioned
itself for future growth through participation in the individual
health exchanges, Medicaid expansion, and the dual-eligibles pilot
program in California. These growth opportunities have produced
membership growth of over 500,000 members in 2014 and have
reversed a trend of membership losses over the last several
years."

The rating agency noted that for 2013 and the six month period
ending June 30, 2014, Health Net reported a healthy EBITDA margin
of 3.5% and a medical loss ratio (MLR) in the mid 80's. Commenting
on another positive factor supporting Health Net's credit profile,
Moody's said the company's substantial membership base of 5.8
million members, including 3 million TRICARE members. The most
recent TRICARE contract contains a number of option periods, which
if exercised, would extend the contract until March 31, 2018.

Commenting on the positive outlook on Health Net's ratings,
Zaharuk noted, "The company has taken steps to preserve and build
on its improved results by focusing on margins in all its product
lines and reducing administrative costs by entering into a letter
of intent with Cognizant Technology Solutions for a comprehensive
services agreement."

However, Moody's noted that Health Net's growth strategies present
additional risks for the company over the next several years. In
particular, the new health care exchanges are untested and the
stability of Health Net's 300,000 exchange members as well as the
profitability of this business is not clear. While there are some
financial safeguards built into the program (reinsurance, risk
corridors, and risk-based premium adjustments) to mitigate losses
from the potential adverse selection by new insureds, a great deal
of uncertainty surrounds the financial impact from this business.

In addition, Moody's commented that a key risk with the California
Medicaid business and the new dual eligible program is the level
of reimbursement from the state and the uncertainty around the
medical loss ratio as this population will be less healthy. To
address this concern, Health Net has entered into a comprehensive
risk-sharing agreement with the state of California's Department
of Health Care Services (DHCS) covering all of Health Net's state-
sponsored programs, including any potential future Medicaid
expansion under federal health care reform as well as the duals
demonstration programs. The rating agency noted that this should
promote greater financial stability and predictability over the
term of the agreement; however, in the short term the company may
still be subject to some earnings volatility.

A related concern raised by the rating agency is that the growth
of the duals program could strain Health Net's risk-based capital
ratio because the required capital needed to support this business
could increase rapidly. However, this risk has been diminished
somewhat because the rollout by the state has been slower than
anticipated, allowing Health Net to build up its required capital
and maintain its Risk Based Capital (RBC) ratio above 200% of
company action level (CAL). A key driver for a further upgrade
will be Health Net's ability to increase its RBC ratio above 200%
as membership grows in 2015.

Moody's stated that if 1) EBITDA margin is sustained at or above
3%; 2) annual organic membership grows at least 2%; 3) financial
leverage (debt to capital where debt includes operating leases) is
below 35%, and 4) the consolidated RBC ratio is maintained at or
above 200% CAL or above, Health Net's ratings could be upgraded.
Because the outlook is positive, a downgrade in the near term is
unlikely; however, if EBITDA margins fall below 3%; 2) financial
leverage increases above 35%; or 3) the consolidated RBC ratio
decreases below 200% CAL, the outlook may be returned to stable.

The following ratings were upgraded with a positive outlook:

  Health Net, Inc. -- senior unsecured debt rating to Ba2 from
  Ba3;

  Health Net of California, Inc. -- insurance financial strength
  rating to Baa2 from Baa3.

Health Net, based in Woodland Hills, California, reported total
revenues of $6.4 billion for the first six months of 2014. As of
June 30, 2014, the company had total medical and administrative
services only membership of approximately 5.8 million and reported
shareholders' equity of $1.8 billion.

The principal methodology used in rating Health Net was for U.S.
Health Insurance Companies published in October 2014.

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.


HOLY HILL: Puts Sunset Boulevard Property on Sale for $55MM
-----------------------------------------------------------
Roger Vincent at Los Angeles Times reports that Holy Hill
Community Church is selling its prime Sunset Boulevard property
near downtown Los Angeles for $55 million.

Housing developers are expected to bid on the 5.3-acre campus, LA
Times relates.

According to LA Times, the Debtor's court-appointed trustee,
Richard Laski, said that "the property is worth more than they
owe, but they don't have enough cash flow to pay the debts they
have.  We expect all creditors to be paid in full."

                         About Holy Hill

Holly Hill Community Church, aka Holy Hill Community Church, a
protestant church in Los Angeles, filed for Chapter 11 protection
(Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014.  In its
Petition, Holly Hill, a California non-profit corporation
incorporated for the purposes of conducting religious activities
as a protestant Christian church, disclosed $35,390,787 in total
assets and $16,727,290 in total liabilities.

John Jenchun Suh, the pastor and CEO of the church, signed the
bankruptcy petition.  W. Dan Lee of the Lee Law Offices, in Los
Angeles, is representing the Debtor as counsel.  Judge Julia W.
Brand presides over the case.

Richard J. Laski has been appointed to serve as Chapter 11 trustee
in the Debtor's case.  The Trustee has tapped Arent Fox LLP to
serve as his bankruptcy counsel, and Wilshire Partners of CA, LLC,
as accountant.


HOUSTON REGIONAL: Final Arguments on Exit Plan Begin
----------------------------------------------------
Mike Reynolds at Multichannel.com reports that the Hon. Marvin
Isgur of the U.S. Bankruptcy Court for the Southern District of
Texas was slated to hear final arguments in the Chapter 11
bankruptcy case of Houston Regional Sports Network, L.P. d/b/a
Comcast SportsNet Houston on Oct. 30, 2014, instead of Oct. 28,
2014.

David Barron at Chron.com relates that minutes before a 10 a.m.
Monday deadline to submit their final modifications to the Chapter
11 plan of reorganization, attorneys for the Debtor asked the
Court for more time to submit their changes.  The report says that
the Court extended the deadline to Wednesday and also delayed
final arguments in the case to Thursday, from Tuesday.

According to Chron.com, the transfer of furniture, fixtures and
equipment -- valued at $7.5 million and part of the collateral
securing a $100 million Comcast loan -- at the Debtor's downtown
Houston studios from Comcast to the new network appears to be the
main cause for the delay in finalizing the Plan.  Chron.com states
that DirecTV and AT&T want to use the existing infrastructure at
the downtown studios for the new network for free as part of their
deal with the Rockets and Astros to relaunch the network, leading
the teams to come up with a plan that transfers ownership of the
items to the new network while paying Comcast what it is owed,
Chron.com reports.

              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.


HUNTSMAN INT'L: Moody's Rates $300MM Unsecured Notes 'B1'
---------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Huntsman
International LLC's (HI) new $300 million senior unsecured notes
offering. The proceeds from the notes are expected to be used to
fund the repayment of a portion of its 8.625% subordinated notes
due 2020. No other ratings were affected, though point estimate
adjustments were made per Moody's Loss Given Default Methodology
due to debt moving from a subordinated tranche to an unsecured
tranche. HI is a direct subsidiary of Huntsman Corporation
(Huntsman), and both entities have Corporate Family Ratings (CFRs)
of Ba3 with stable outlooks.

"Huntsman is taking advantage of the current low interest rate
environment to refinance its high cost subordinate debt, " stated
John Rogers Senior Vice President at Moody's.

Ratings assigned

Huntsman International LLC

  New $300 million senior unsecured notes at B1 (LGD5)

Ratings Rationale

The Ba3 Corporate Family Rating (CFR) at Huntsman and HI reflect
their solid competitive position in urethanes, epoxies and TiO2,
as well as an experienced management team. Additional support for
the rating considers management's stated intention to reduce net
leverage to about 2.0 to 2.5 times on a normalized EBITDA basis
(this ratio does not incorporate Moody's adjustments). However,
credit metrics are relatively weak for the rating due to the
October 1, 2014 acquisition of Rockwood Specialties Group Inc.'s
Pigments and Performance Additives (P&PA) business for $1.275
billion ($1.05 billion in cash and $225 in pension liabilities).
Huntsman's pro forma Debt/EBITDA (assuming P&PA business
performance is in line with its first half 2014 performance) is
roughly 4.4x, as margin recovery in TiO2 has been slower than
expected. The weakness in TiO2 prices in the third quarter of 2014
indicates that the recovery in TiO2 margins will be very slow and
will likely challenge Huntsman's ability undertake an initial
public offering of this business within two years.

While Huntsman's Pigments (TiO2) business remains challenged,
three of its other segments (Performance Products, Advanced
Materials and Textile Effects) have demonstrated significant year-
over-year improvements in 2014. Moody's expects that Huntsman's
financial performance will continue to improve in 2015 allowing
credit metrics to strengthen to levels that support the rating,
even in the absence of a recovery in the Pigments business.

The Debt/EBITDA metric cited above incorporates Moody's standard
adjustments, which add roughly $1.3 billion of additional debt
($560 million in Huntsman pensions, $225 million in P&PA pensions
and $480 million in capitalized operating leases).

The B1 rating on the new unsecured notes reflects the pari passu
nature of the debt relative to the existing $650 million notes due
2020. Due to the size and priority of the secured term loans after
the P&PA acquisition, the notes are rated one notch below
Huntsman's CFR of Ba3. Even if Huntsman's remaining subordinated
notes are refinanced with unsecured debt, the rating on the
unsecured notes would not be lowered.

The stable outlook reflects the expected improvement in Huntsman's
financial metrics in 2015, from the weak pro forma levels cited
above, given the anticipated growth in Huntsman's other
businesses. Moody's could downgrade Huntsman's ratings if TiO2
margins fail to recover and Debt/EBITDA is expected to be
sustained above 4.5x for an extended period. The ratings currently
have limited upside due to the P&PA acquisition, but could be
upgraded if Huntsman successfully reduced leverage below 3.0x on a
sustainable basis.

Huntsman's Speculative Grade Liquidity rating of SGL-2 is
supported by an elevated cash balance and the expectation for over
$300 million of free cash flow over the next four quarters.
Huntsman's secondary liquidity is provided by a $625 million
undrawn revolver due in 2019 and over $200 million of availability
under its US and European accounts receivable programs due 2016.

The principal methodology used in this rating was Global Chemical
Industry Rating Methodology published in December 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Huntsman Corporation is a global manufacturer of differentiated
and commodity chemical products. Huntsman's products are used in a
wide variety of end markets, including aerospace, automotive,
construction, consumer products, electronics, medical, packaging,
coatings, refining and synthetic fibers. Huntsman has revenues of
almost $11 billion.


HUNTSMAN INT'L: S&P Rates Proposed $400MM Sr. Unsecured Notes 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' issue
rating (two notches below the corporate credit rating) and '6'
recovery rating to Huntsman International LLC's proposed offering
of $400 million of senior unsecured notes due 2022.  The '6'
recovery rating indicates S&P's expectation for negligible (0% to
10%) recovery in the event of a payment default.  The company
plans to use the proceeds to redeem a portion of its subordinated
debt and to pay associated accrued interest, and for general
corporate purposes.  All the existing ratings on Huntsman
International LLC and its parent, Huntsman Corp., including the
'BB' corporate credit rating, are unchanged.  The outlook is
stable.

The ratings reflect S&P's assessments of Huntsman's "fair"
business risk profile and "significant" financial risk profile.

RATINGS LIST

Huntsman Corp.
Huntsman International LLC
Corporate Credit Rating                    BB/Stable/--

New Rating

Huntsman International LLC
$400 Mil. Senior Unsecured Notes Due 2022  B+
  Recovery Rating                           6


HYDROCARB ENERGY: Needs More Time to File Fiscal 2014 10-K
----------------------------------------------------------
Hydrocarb Energy Corp. disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it has experienced
delays in completing its financial statements for the year ended
July 31, 2014, as its auditor has not had sufficient time to audit
the financial statements for the period.  As a result, the Company
is delayed in filing its Annual Report on Form 10-K for the year
ended July 31, 2014.

                       About Hydrocarb Energy

Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.

Duma Energy incurred a net loss of $40.47 million for the year
ended July 31, 2013, a net loss of $4.57 million for the year
ended July 31, 2012, and a net loss of  $10.28 million for the
year ended July 31, 2011.

The Company's balance sheet at April 30, 2014, showed $26.73
million in total assets, $15.22 million in total liabilities and
$11.50 million in total equity.


IBAHN CORP: Plan Filing Exclusivity Extended to Jan. 31
-------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware extended until Jan. 31, 2015, the period by which
iBahn Corporation, et al., may file a plan and until March 31,
2015, the period by which the Debtors may solicit acceptances of
that plan.

As previously reported by The Troubled Company Reporter, the
Debtors said they need the extension of the exclusive periods to
allow them to evaluate their options for moving forward in their
Chapter 11 cases.

                           About iBahn Corp.

Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E.
O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang,
Ziehl Young & Jones, LLP, serve as the Debtors' counsel.  The
Debtors' claims and noticing agent is Epiq Bankruptcy Solutions.
Epiq also serves as administrative agent.  Houlihan Lokey Capital,
Inc., serves as financial advisor and investment banker.


IHEARTCOMMUNICATIONS INC: Incurs $115-Mil. Net Loss in 3rd Quarter
------------------------------------------------------------------
iHeartCommunications, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $114.85 million on $1.63
billion of revenue for the three months ended Sept. 30, 2014,
compared to a net loss attributable to the Company of $101.85
million on $1.58 billion of revenue for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss attributable to the Company of $725.67 million on $4.60
billion of revenue compared to a net loss attributable to the
Company of $297.65 million on $4.54 billion of revenue for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed $14.30
billion in total assets, $23.81 billion in total liabilities and a
$9.50 billion total shareholders' deficit.

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

                        http://is.gd/LGnYLY

                      About iHeartCommunications

iHeartCommunications, Inc., (formerly known as Clear Channel
Communications, Inc.) is a global media and entertainment company.
The Company specializes in radio, digital, outdoor, mobile,
social, live events, on-demand entertainment and information
services for local communities, and uses its unparalleled national
reach to target both nationally and locally on behalf of its
advertising partners.  The Company is dedicated to using the
latest technology solutions to transform the company's products
and services for the benefit of its consumers, communities,
partners and advertisers, and its outdoor business reaches over 40
countries across five continents, connecting people to brands
using innovative new technology.

Clear Channel reported a net loss attributable to the Company of
$606.88 million in 2013, a net loss attributable to the Company of
$424.47 million in 2012 and a net loss attributable to the Company
of $302.09 million in 2011.

                         Bankruptcy Warning

The Company said in its annual report for the year ended Dec. 31,
2013, "If our and our subsidiaries' cash flows from operations,
refinancing sources and other liquidity-generating transactions
are insufficient to fund our respective debt service obligations,
we may be forced to reduce or delay capital expenditures, sell
material assets or operations, or seek additional capital.  We may
not be able to take any of these actions, and these actions may
not be successful or permit us or our subsidiaries to meet the
scheduled debt service obligations.  Furthermore, these actions
may not be permitted under the terms of existing or future debt
agreements."

"The ability to refinance the debt will depend on the condition of
the capital markets and our financial condition at such time.  Any
refinancing of the debt could be at higher interest rates and
increase debt service obligations and may require us and our
subsidiaries to comply with more onerous covenants, which could
further restrict our business operations.  The terms of existing
or future debt instruments may restrict us from adopting some of
these alternatives.  These alternative measures may not be
successful and may not permit us or our subsidiaries to meet
scheduled debt service obligations.  If we or our subsidiaries
cannot make scheduled payments on indebtedness, we or our
subsidiaries, as applicable, will be in default under one or more
of the debt agreements and, as a result we could be forced into
bankruptcy or liquidation."

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

As reported by the TCR on May 21, 2013, Standard & Poor's Ratings
Services announced that its issue-level rating on San
Antonio, Texas-based Clear Channel's senior secured term loan
remains unchanged at 'CCC+' following the company's upsize of the
loan to $4 billion from $1.5 billion.  The rating on parent
company CC Media Holdings remains at 'CCC+' with a negative
outlook, which reflects the risks surrounding the long-term
viability of the company's capital structure.


IMPLANT SCIENCES: Amends Fiscal 2014 Annual Report
--------------------------------------------------
Implant Sciences Corporation amended its annual report on Form
10-K for the fiscal year ended June 30, 2014, originally filed on
Sept. 29, 2014, to include the information required by Part III
and not included in the Original Filing as the Company will not
file its definitive proxy statement within 120 days of its fiscal
year ended June 30, 2014.  The amendment includes the Interactive
Data Files (Exhibit 101) formatted in XBRL ("Extensible Business
Reporting Language") with tagging of the notes to the consolidated
financial statements as required by Rule 405 of Regulation S-T.  A
copy of the Form 10-K/A is available at http://is.gd/ePKyiK

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

The Company's balance sheet at June 30, 2014, showed $5.47 million
in total assets, $66.68 million in total liabilities and a $61.20
million total stockholders' deficit.

For the fiscal year ended June 30, 2014, the Company reported a
net loss of $21.01 million on $8.55 million of revenues compared
to a net loss of $27.35 million on $12.01 million of revenues
during the prior fiscal year.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2014.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  As of Sept. 23,
2014, the Company's principal obligation to its primary lenders
was approximately $53,437,000 and accrued interest of
approximately $10,163,000.  The Company is required to repay all
borrowings and accrued interest to these lenders on March 31,
2015.  These conditions raise substantial doubt about its ability
to continue as a going concern.

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$17,512,000 in cash available from our line of credit with DMRJ,
at September 23, 2014, we will require additional capital in the
third quarter of fiscal 2015 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company
stated in the Fiscal 2014Report.


ISTAR FINANCIAL: Posts $22.3 Million Net Income in Third Quarter
----------------------------------------------------------------
iStar Financial Inc. reported net income allocable to common
shareholders of $22.32 million on $113.48 million of total
revenues for the three months ended Sept. 30, 2014, compared to a
net loss allocable to common shareholders of $30.57 million on
$95.69 million of total revenues for the same period a year ago.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss allocable to common shareholders of $20.45 million on
$352.07 million of total revenues compared to a net loss allocable
to common shareholders of $97.83 million on $289.71 million of
total revenues for the same period during the prior year.

As of Sept. 30, 2014, the Company had $5.48 billion in total
assets, $4.21 billion in total liabilities, $11.35 million in
redeemable noncontrolling interests, and $1.26 billion in total
equity.

A full-text copy of the press release is available at:

                       http://is.gd/Q59fEf

                      About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

iStar Financial incurred a net loss allocable to common
shareholders of $155.76 million in 2013, a net loss allocable to
common shareholders of $272.99 million in 2012, and a net loss
allocable to common shareholders of $62.38 million in 2011.

                            *     *     *

As reported by the TCR on June 26, 2014, Fitch Ratings had
affirmed the Issuer Default Rating (IDR) of iStar Financial Inc.
at 'B'.  The 'B' IDR is driven by improvements in the company's
leverage, continued demonstrated access to the capital markets and
new sources of growth capital and material reductions in non-
performing loans (NPLs).

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


ITR CONCESSION: Wins Final Approval to Use Cash Collateral
----------------------------------------------------------
Judge Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, gave ITR
Concession Company LLC, et al., final authority to use cash
collateral securing their prepetition indebtedness pursuant to the
budget.

The Debtors said they have an immediate and critical need to use
cash collateral to operate their businesses and effectuate a
reorganization of their businesses, which will be used in
accordance in all material respects with the terms of the final
order and budget agreed between them and the Committee of Secured
Parties.  With the absence of access to cash collateral, the
Debtors will not have sufficient liquidity to be able to continue
to operate their businesses.

As reported in the Troubled Company Reporter on Oct. 1, 2014,
the Debtors have borrowed $3,855,454,497 in the aggregate amount
under prepetition credit facilities.  The Debtors were also
parties to certain secured interest rate swaps, which terminated
prior to the Petition Date.  There are $2,152,524,173 in
outstanding termination obligations under the hedging agreements.

                      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 WHITNEY: Cal. App. Court Rules in Dispute With Citibank
------------------------------------------------------------
John Whitney appeals from the judgment entered upon the trial
court's order sustaining Citibank N.A. et al.'s demurrer without
leave to amend.  Whitney's second amended complaint alleged claims
for quiet title to his home and declaratory relief.  He argues
that his residential mortgage was not properly securitized and he
is entitled to know to whom he owes his debt.

In an October 28, 2014 decision available at http://is.gd/CjmF04
from Leagle.com, the Court of Appeals of California, Second
District, Division Seven, held that the trial court's order
sustaining Citibank's demurrer without leave to amend is affirmed.

Los Angeles, California-based John Harvey Whitney, Jr. filed for
Chapter 11 on Aug. 3, 2009 (Bankr. C.D. Cal. Case No. 09-30258).
Jerome Bennett Friedman, Esq., represented the Debtor in his
restructuring efforts.  The Debtor did not file a list of its 20
largest unsecured creditors when it filed its petition.  In his
petition, the Debtor listed $10 million to $50 million in assets
and $1 million to $10 million in debts.

The case is, JOHN WHITNEY, Plaintiff and Appellant, v. CITIBANK,
N.A. ET AL., Defendants and Respondents, No. B250436 (Cal. App.).


KIRON REAL ESTATE: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: Kiron Real Estate Holdings, LLC
        4 Taft Court, Suite 125
        Rockville, MD 20850

Case No.: 14-26644

Chapter 11 Petition Date: October 29, 2014

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Hon. Paul Mannes

Debtor's Counsel: Craig A Butler, Esq.
                  THE BUTLER LAW GROUP, PLLC
                  1425 K Street, NW, Suite 350
                  Washington, DC 20005
                  Tel: 202 587 2773
                  Fax: 202 591 1727
                  Email: cab.esq@gmail.com
                         cbutler@blgnow.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gregory O. Upshaw, managing member.

The Debtor listed Civis Bank, at 606 W. Main Street,
Suite 100 Knoxville, Tennessee, as its largest unsecured creditor
holding a claim of $2.9 million.

A copy of the petition is available for free at:

               http://bankrupt.com/misc/mdb14-26644.pdf


LDK SOLAR: Combined Plan, Disclosures Hearing Set for Nov. 21
-------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware will convene a hearing on Nov. 21, 2014, at 2:00 p.m.
(ET) to consider the adequacy of the disclosure statement and the
confirmation of the plan filed by LDK Solar Systems, Inc., and its
debtor affiliates.

At its core, the Plan provides for the release of Senior Notes
Guarantee Claims against the Debtors in exchange for consideration
to be provided by LDK Solar CO., Ltd., pursuant to the terms of a
scheme of arrangement between (among others) LDK Parent and the
holders of Senior Notes under section 86 of the Companies Law.

Jane Sullivan, executive vice president and director of
restructuring services with Epiq Bankruptcy Solutions, LLC, told
the Court 97.94% of Class C (Senior Notes Guarantee Claims)
holding RMB1,475,910,000 voted to accept the Plan, while 2.06% of
the holders of Senior Notes Guarantee Claims holding RMB4,000,000
voted to reject the Plan.  The only class of claims entitled to
vote on the Plan was Class C.

Objections to the confirmation of the Plan and the approval of the
Disclosure Statement are due on or before Nov. 14.  The Debtors,
or any other party supporting confirmation of the Plan and
approval of the Disclosure Statement, must file a response to any
objections no later than Nov. 18.

Judge Walsh held that if the Plan is confirmed on or before
Dec. 31, the Debtors will be excused from the requirement to file
their schedules of assets and liabilities and statements of
financial affairs.  The U.S. Trustee will not be required to
schedule a meeting of creditors pursuant to Section 341(a) of the
Bankruptcy Code unless a Plan is not confirmed by Dec. 31.

A full-text copy of the Disclosure Statement dated Sept. 17, 2014,
is available at http://bankrupt.com/misc/LDKSYSTEMSds0917.pdf

                         About LDK Solar

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

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

LDK Solar CO., Ltd. in provisional liquidation and its Joint
Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, on Oct. 22 disclosed that on
October 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware.  The lead case is In re  LDK
Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384).

The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq.,
at Sidley Austin LLP, in Chicago, Illinois.  The U.S. Debtors'
Delaware   counsel is Robert S. Brady, Esq., Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware.  The U.S. Debtors' financial
advisor is Jefferies LLC.  The Debtors' voting and noticing agent
is Epiq Bankruptcy Solutions, LLC.

The U.S. Debtors commenced the Chapter 11 Cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on
September 17, 2014 from the holders of LDK Solar's 10% Senior
Notes due 2014, as guarantors of the Senior Notes, and required
such holders of the Senior Notes to return their ballots by
October 15, 2014.  Holders of the Senior Notes voted
overwhelmingly in favor of accepting the Prepackaged Plan.

Contemporaneously with the filing of the Chapter 11 Cases, on
October 21, 2014, LDK Solar filed a petition in the same U.S.
Bankruptcy Court for recognition of the provisional liquidation
proceeding in the Grand Court of the Cayman Islands, as previously
announced by LDK Solar, as a foreign main proceeding under Chapter
15 of the United States Bankruptcy Code.  The Chapter 15 case is
In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-12387).


LDK SOLAR: Can Employ Epiq as Claims & Noticing Agent
-----------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized LDK Solar Systems, Inc., et al., to employ
Epiq Bankruptcy Solutions, LLC, as claims and noticing agent.

                         About LDK Solar

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

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

LDK Solar CO., Ltd. in provisional liquidation and its Joint
Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, on Oct. 22 disclosed that on
October 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware.  The lead case is In re  LDK
Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384).

The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq.,
at Sidley Austin LLP, in Chicago, Illinois.  The U.S. Debtors'
Delaware   counsel is Robert S. Brady, Esq., Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware.  The U.S. Debtors' financial
advisor is Jefferies LLC.  The Debtors' voting and noticing agent
is Epiq Bankruptcy Solutions, LLC.

The U.S. Debtors commenced the Chapter 11 Cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on
September 17, 2014 from the holders of LDK Solar's 10% Senior
Notes due 2014, as guarantors of the Senior Notes, and required
such holders of the Senior Notes to return their ballots by
October 15, 2014.  Holders of the Senior Notes voted
overwhelmingly in favor of accepting the Prepackaged Plan.

Contemporaneously with the filing of the Chapter 11 Cases, on
October 21, 2014, LDK Solar filed a petition in the same U.S.
Bankruptcy Court for recognition of the provisional liquidation
proceeding in the Grand Court of the Cayman Islands, as previously
announced by LDK Solar, as a foreign main proceeding under Chapter
15 of the United States Bankruptcy Code.  The Chapter 15 case is
In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-12387).


LDK SOLAR: Obtains Provisional Ch. 15 Relief
--------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware issued an order granting LDK Solar Co., Ltd.,
provisional relief under Chapter 15 of the Bankruptcy Code.

Judge Walsh ruled that the order issued by the Cayman Islands
court is enforced on an interim basis and the commencement or
continuation of any actions against LDK Parent or its assets is
stayed.  Until the U.S. Court issues an order recognizing the
Cayman proceeding as a foreign main proceeding, all entities,
other than the foreign representatives, are enjoined from, among
other things, securing or executing against any asset or property
of LDK Parent or taking any action in the United States of any
judicial, quasi-judicial, administrative or monetary judgment,
assessment or order or arbitration award against the liquidators,
LDK Parent or its property within the territorial jurisdiction of
the United States.

                         About LDK Solar

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

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

LDK Solar CO., Ltd. in provisional liquidation and its Joint
Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of
Zolfo Cooper (Cayman) Limited, on Oct. 22 disclosed that on
October 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar
Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc.
filed voluntary petitions to reorganize under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware.  The lead case is In re  LDK
Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384).

The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq.,
at Sidley Austin LLP, in Chicago, Illinois.  The U.S. Debtors'
Delaware   counsel is Robert S. Brady, Esq., Maris J. Kandestin,
Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware.  The U.S. Debtors' financial
advisor is Jefferies LLC.  The Debtors' voting and noticing agent
is Epiq Bankruptcy Solutions, LLC.

The U.S. Debtors commenced the Chapter 11 Cases in order to
implement the prepackaged plan of reorganization, with respect to
which the U.S. Debtors launched a solicitation of votes on
September 17, 2014 from the holders of LDK Solar's 10% Senior
Notes due 2014, as guarantors of the Senior Notes, and required
such holders of the Senior Notes to return their ballots by
October 15, 2014.  Holders of the Senior Notes voted
overwhelmingly in favor of accepting the Prepackaged Plan.

Contemporaneously with the filing of the Chapter 11 Cases, on
October 21, 2014, LDK Solar filed a petition in the same U.S.
Bankruptcy Court for recognition of the provisional liquidation
proceeding in the Grand Court of the Cayman Islands, as previously
announced by LDK Solar, as a foreign main proceeding under Chapter
15 of the United States Bankruptcy Code.  The Chapter 15 case is
In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14-12387).


LDR INDUSTRIES: Files Schedules of Assets and Liabilities
---------------------------------------------------------
LDR Industries, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $27,538,561
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,993,468
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $5,459,284
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $5,298,895
                                 -----------      -----------
        Total                    $27,538,561      $29,751,647

A copy of the schedules is available for free at:

        http://bankrupt.com/misc/LDRIndustries_68_SALs.pdf

                       About LDR Industries

For over 75 years, Chicago-based LDR Industries and its
predecessor companies have engaged in the distribution of plumbing
products to the home improvement industry, including faucets,
showers, sinks, toilet seats and variety of other specialty lines
such as lead-free valves.

LDR Industries, LLC, sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 14-32138) in Chicago, Illinois on Sept. 2, 2014,
with plans to sell the business following a dispute with the U.S.
Customs.

The bankruptcy case is assigned to Honorable Judge Pamela S.
Hollis.  The Debtor is represented by attorneys at Reed Smith LLP.

The Chicago-based company estimated $10 million to $50 million in
assets and debt.


LEHMAN BROTHERS: Trustee Hires Bancroft PLLC as Special Counsel
---------------------------------------------------------------
The official liquidating Lehman Brothers Holdings Inc.'s
brokerage received court approval to hire Bancroft PLLC as
special appellate litigation counsel.

The firm will provide legal services to James Giddens, the
court-appointed trustee, in connection with his ongoing
litigation with Barclays Capital Inc., the British bank that
bought most of Lehman's brokerage business after the company
collapsed in September 2008.

Earlier, the Second Circuit Court of Appeals affirmed a district
court's ruling regarding certain assets and the Lehman trustee is
considering filing a petition for writ of certiorari before the
U.S. Supreme Court, court filings show.

Bancroft has agreed to a 10% public interest discount rate for
its legal services, and will receive reimbursement for
work-related expenses.

The reduced hourly rate of Paul Clement Esq., a partner at
Bancroft, will be $1,215, while the hourly rate of other Bancroft
partners and counsels will be $675 to $1,215.  Meanwhile, the
reduced hourly rate of its associates will be $405 to $540.

The firm does not hold an interest "materially adverse" to the
interests of the brokerage's creditors and customers, according
to a declaration by Mr. Clement.

The firm may be reached at:

     Paul Clement Esq.
     BANCROFT PLLC
     1919 M Street, NW, Suite 470
     Washington, DC 20036
     Telephone: (202) 234-0090
     Facsimile: (202) 234-2806

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Ex-Employee Ordered by Court to Stop Suit
----------------------------------------------------------
A federal judge has ordered a former employee of Lehman Brothers
Inc. to stop from pursuing a lawsuit against the brokerage.

Judge Shelley Chapman of the U.S. Bankruptcy Court in Manhattan
signed off on an order enjoining Barbara Newman from further
prosecuting the case she filed against Lehman and James Giddens,
the official appointed to liquidate the brokerage.

Ms. Newman sued Lehman after she was laid off from her job and
after the brokerage allegedly denied her of disability benefits.
On April 24, Ms. Newman filed an amended complaint implicating
the trustee.

The lawsuit, which seeks monetary damages, was filed before the
U.S. District Court in Massachusetts.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Files 59th Status Report on Claims Settlements
---------------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman's legal counsel, filed a 59th
status report on the settlement of claims it negotiated through
the so-called alternative dispute resolution process.

The report noted that Lehman entered into settlements with
counterparties in three ADR matters as a result of mediation.
Upon closing of those settlements, the company will recover a
total of $2,689,915,530.

Settlements have now been reached in 374 ADR matters involving
490 counterparties, the report further said.

As of October 7, 188 of the 202 ADR matters that reached the
mediation stage and concluded were settled through mediation,
according to the report.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Signs Deal to Allow Delaware Suit to Proceed
-------------------------------------------------------------
Lehman Brothers Holdings Inc. has signed an agreement with the
state of Delaware to lift the stay that was applied to a lawsuit
filed against the company and Sweetwater Point LLC.

The lawsuit filed by Delaware challenges Sweetwater's ownership
of a portion of a real property in Sussex County, which consists
of a parcel of lake-front property zoned for residential
construction in Millsboro.

Sweetwater, a joint venture between Sweetwater WGPP, LLC and a
Lehman subsidiary, bought the property through a $6 million loan
from Lehman.

Weil Gotshal & Manges LLP, Lehman's legal counsel, will present
the agreement to Judge Shelley Chapman for signature on Oct. 28.
Objections are due by Oct. 27.

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Signs Deal to Resolve RBC Capital's Claim
----------------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage received
court approval to resolve RBC Capital Markets Corp.'s $2.888
million claim.  Under the agreement, RBC Capital can assert a
general unsecured creditor claim of $2.878 million for various
fees and transactional amounts due from the brokerage.  A copy of
the agreement is available for free at http://is.gd/on5ph2

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Sues Raymond James to Recover $2 Million
---------------------------------------------------------
Lehman Brothers Holdings Inc. has sued Raymond James Financial
Inc. to recover more than $2 million owed on an old swap
agreement with Iowa Telecom.

In a 19-page complaint, Lehman said the firm induced Iowa Telecom
to violate their swap agreement by not properly calculating the
amount it owes Lehman when the agreement was terminated early as
a result of the company's bankruptcy.

Raymond James, which operates through its RJ Capital Services
Inc. division, acted as Iowa Telecom's adviser when it sought to
terminate and replace the swap in the wake of Lehman's collapse.

The firm "took charge of the process for replacing the
transaction in order to gain a much larger financial advantage
that would leave Iowa Telecom unaffected -- but would directly
deprive Lehman of the value of the terminated interest rate
swap," according to the complaint.

"The value of the transaction, which should have been paid by
Iowa Telecom to Lehman, instead went directly to Raymond James,"
said Lehman's lawyer, Andrew Rossman, Esq., at Quinn Emanuel
Urquhart & Sullivan, LLP, in New York.

The case is Lehman Brothers Holdings Inc. vs. Raymond James
Financial Inc. and RJ Capital Services, Inc., Case No. 14-02243
(Bankr. S.D.N.Y.).

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Sues Buck Institute Over Swap Claims
-----------------------------------------------------
Lehman Brothers Holdings Inc. has sued Buck Institute for Age
Research over amounts owed on a swap agreement with its special
financing unit.

The company said Buck Institute did not properly calculate the
amount it owes Lehman Brothers Special Financing Inc. when it
terminated the swap agreement early as a result of the company's
bankruptcy.

"Had Buck Institute properly calculated loss, it would have paid
LBSF an early termination payment of over $14 million," Lehman
said in a complaint filed with the U.S. Bankruptcy court in
Manhattan.

Buck Institute only paid about $1.87 million, according to
Lehman, which is seeking to recover not less than $12.1 million,
plus interest through the lawsuit.

The case is Lehman Brothers Holdings Inc. vs. Buck Institute for
Age Research, and Does 1-10, Case No. 14-02238 (Bankr. S.D.N.Y.).

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Hudson City Bancorp Gets $2.4-Mil. Payment
-----------------------------------------------------------
Hudson City Bancorp, Inc. on Oct. 22 disclosed that it had two
collateralized borrowings in the form of repurchase agreements
totaling $100.0 million with Lehman Brothers, Inc. that were
secured by mortgage-backed securities with an amortized cost of
approximately $114.1 million.  The trustee for the liquidation of
Lehman Brothers, Inc. notified the Bank in the fourth quarter of
2011 that it considered its claim to be a non-customer claim,
which has a lower payment preference than a customer claim and
that the value of such claim is approximately $13.9 million
representing the excess of the fair value of the collateral over
the $100.0 million repurchase price.  At that time the Bank
established a reserve of $3.9 million against the receivable
balance at December 31, 2011.  On June 25, 2013, the Bankruptcy
Court affirmed the Trustee's determination that the repurchase
agreements did not entitle the Bank to customer status and on
February 26, 2014, the U.S. District Court upheld the Bankruptcy
Court's decision that the Bank's claim should be treated as a
non-customer claim.  As a result, the Bank increased our reserve
by $3.0 million to $6.9 million against the receivable balance
during the first quarter of 2014.  During the third quarter of
2014, the Bank received a partial payment on its non-customer
claim of $2.4 million reducing the claim amount to $4.5 million
as of September 30, 2014.

The disclosure was made in Hudson City Bancorp, Inc.'s earnings
release for the quarter ended September 30, 2013, a copy of which
is available for free at http://is.gd/HlEfJl

                    About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEVEL 3 COMMUNICATIONS: Moody's Hikes Corp. Family Rating to B2
---------------------------------------------------------------
Moody's Investors Service upgraded Level 3 Communications Inc.'s
corporate family rating (CFR) to B2 from B3 and stabilized the
company's ratings outlook on the presumption that the previously
announced acquisition of tw telecom inc. (TWT) will close in short
order. The action concludes a review for possible upgrade
initiated on June 17, 2014, as the TWT transaction was announced.

As part of the action, ratings for Level 3's outstanding debt
instruments were adjusted based on their relative magnitude and
seniority within the combined entity's debt structure and,
similarly, the company's liquidity rating was reassessed based on
the combined entity's expected performance. Level 3's SGL-2
speculative grade liquidity rating (indicating good liquidity) was
affirmed on the basis that Level 3, in lieu of arranging a
revolving bank credit facility, will maintain substantial cash
balances. The analysis also presumes that $475 million of
convertible debt due in 2015 is converted to equity and that
outstanding debt at TWT is repaid from the proceeds of bank debt
raised at Level 3 Financing, Inc. (a wholly-owned indirect
subsidiary of Level 3) and from notes issued in July at Level 3
Escrow II, Inc. (also a wholly-owned indirect subsidiary of Level
3; such notes to be assumed by Level 3 Financing, Inc.). The
asymmetry of above-and-below ranking debts relative to Level 3's
core senior unsecured pool of debts causes the senior unsecured
debts to be rated B3, one notch below Level 3's B2 CFR. The senior
secured pool represents approximately 39% of the company's
consolidated waterfall of liabilities while the structurally
subordinated pool comprises only approximately 8%. The senior
secured debts are rated Ba2, three notches above the CFR, while
the structurally subordinated debts are rated Caa1, two notches
below. While each of these latter two debt classes were upgraded
by one notch, the B3 rating for unsecured debt instruments remains
unchanged and were confirmed.

The following summarizes the rating actions and Level 3's ratings:

Outlook Actions:

Issuer: Level 3 Communications, Inc.

Outlook, Changed To Stable From Rating Under Review

Issuer: Level 3 Financing, Inc.

Outlook, Changed To Stable From Rating Under Review

Issuer: Level 3 Escrow II, Inc.

Outlook, Changed To Stable From Rating Under Review

Rating Actions:

Issuer: Level 3 Communications, Inc.

Corporate Family Rating, Upgraded to B2 From B3

Probability of Default Rating, Upgraded to B2-PD From B3-PD

Speculative Grade Liquidity Rating Affirmed at SGL-2 (good
liquidity)

Senior Unsecured Notes, Upgraded to Caa1 (LGD6) From Caa2 (LGD6)

Issuer: Level 3 Financing, Inc.

Senior Secured Bank Credit Facilities, Upgraded to Ba2 (LGD2)
from Ba3 (LGD2)

Senior Secured Bank Credit Facilities, Assigned definitive
rating at Ba2 (LGD2) from (P)Ba3 (LGD2)

Senior Unsecured Regular Bond/Debenture, Confirmed at B3,
Adjusted to (LGD5) from (LGD4)

Senior Unsecured Notes, Confirmed at B3, Adjusted to (LGD5) from
(LGD4) [previous issuer Level 3 Escrow, Inc.]

Issuer: Level 3 Escrow II, Inc.

Senior Unsecured Regular Bond/Debenture, Assigned definitive
rating at B3 (LGD5) [previously (P)B3 (LGD4)]

Ratings Rationale

Level 3's B2 CFR is based on the company's ability to generate
relatively modest free cash flow of between $250 million and $300
million in 2016 and, inclusive of debt which is presumed to be
converted to equity in 2015, to de-lever by approximately 0.5x to
4.8x (Moody's adjusted) by the end of 2016. With enhanced scale
and capabilities resulting from the TWT acquisition, and from
2011's acquisition of Global Crossing Limited, Level 3 has a sound
business proposition as a facilities-based provider of optical,
Internet protocol telecommunications services for business
enterprises. However, with no disclosed quantity or price metrics,
visibility of current and future activity is very limited, a
credit negative. In addition, in lieu of arranging a revolving
bank credit facility, the company's liquidity depends on
maintaining substantial cash balances, a matter which also
constrains the rating.

Rating Outlook

The rating outlook is stable, reflecting expectations of a stable
business platform and Moody's adjusted leverage of debt to EBITDA
improving to 4.8x from an estimated 5.3x at closing of the TWT
transaction.

What Could Change the Rating -- UP

Presuming solid industry fundamentals and tangible progress
integrating TWT including strong sales growth and churn
performance, solid liquidity, leverage of debt to EBITDA
approaching 4.5x with free cash flow to debt approaching 5%,
positive ratings pressure may develop.

What Could Change the Rating -- DOWN

Should industry fundamentals or liquidity deteriorate, or should
free cash flow be constrained, likely as a result of elevated
churn and TWT integration set-backs and with leverage of debt to
EBITDA remain near 5.5x, negative ratings pressure may develop.

Corporate Profile

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc. (Level 3) is a publicly traded international communications
company with one of the world's largest long-haul communications
and optical Internet backbones. Level 3's annual revenue, pro
forma for the TWT acquisition, is approximately $8 billion and
annual (pro forma Moody's adjusted) EBITDA is $2 billion.
Approximately 73% of revenue is generated in North America, 15% in
Europe, and 12% in Latin America.

The principal methodology used in this rating was the Global
Telecommunications Industry Methodology published in December
2010.


LEVEL 3: Stockholders Approve Acquisition of tw telecom
-------------------------------------------------------
Level 3 Communications, Inc., and tw telecom inc. announced that,
at separate special meetings, stockholders of both companies voted
to approve Level 3's proposed acquisition of tw telecom, according
to a regulatory filing with the U.S. Securities and Exchange
Commission.

At the tw telecom stockholders' meeting, 86.2 percent of the tw
telecom shares outstanding were voted in favor of the adoption of
the merger agreement between tw telecom and Level 3.  At the Level
3 stockholders' meeting, 99.7 percent of the Level 3 shares voting
at the meeting were voted in favor of the issuance of shares of
Level 3 common stock to tw telecom stockholders in the
acquisition, and 90.7 percent of the Level 3 shares of common
stock outstanding were voted in favor of the proposal to approve
the adoption of the Level 3 charter amendment that increases the
number of authorized shares of Level 3 common stock.

Level 3 disclosed it will report third quarter 2014 results on
Wednesday, Nov. 5, 2014.  The company expects to close the tw
telecom acquisition prior to Nov. 5, subject to the satisfaction
of remaining customary closing conditions that are contained in
the merger agreement, and plans to discuss third quarter 2014
earnings results for both Level 3 and tw telecom during the call.

The call will be broadcast live on Level 3's Investor Relations
website at http://investors.level3.comat 10 a.m. ET on Nov. 5.

The call will be archived and available on Level 3's Investor
Relations Web site or can be accessed as an audio replay starting
at 2 p.m. ET on Nov 5 until 1 p.m. ET on Jan. 3, 2015.  The replay
can be accessed by dialing +1 800-633-8284 (U.S. Domestic) or +1
402-977-9140 (International), conference code 21738057.

For additional information, call +1 720-888-2518.

                   About Level 3 Communications

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

Level 3 incurred a net loss of $109 million in 2013, a net
loss of $422 million in 2012, and a net loss of $756 million in
2011.

                           *     *     *

In June 2014, Fitch Ratings upgraded the Issuer Default Rating
(IDR) assigned to Level 3 Communications, Inc. (LVLT) and its
wholly owned subsidiary Level 3 Financing, Inc. (Level 3
Financing) to 'B+' from 'B'.

"The upgrade of LVLT's ratings is supported by the continued
strengthening of the company's credit profile since the close of
the Global Crossing Limited (GLBC) acquisition, positive operating
momentum evidenced by expanding gross and EBITDA margins, and
ongoing revenue growth within the company's Core Network Services
(CNS) segment and its position to generate meaning FCF," Fitch
stated.

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


LIN MEDIA: S&P Affirms 'BB-' CCR & Removes from CreditWatch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Providence, R.I.-based TV
broadcaster LIN Media LLC.  At the same time, S&P removed the
ratings from CreditWatch, where it placed them with negative
implications on March 21, 2014, when the company announced an
agreement to merge with Media General Inc. The outlook on the
corporate credit rating remains stable.  The recovery ratings on
the company's senior secured credit facility and senior unsecured
notes remain unchanged.

S&P expects that the new company, New Media General, will repay
LIN Media's senior secured credit facility and 8.375% senior notes
due 2018 when the merger closes.  S&P will withdraw its ratings on
those debt issues and the corporate credit rating on LIN Media at
that time.  The 'B+' issue-level rating and '5' recovery rating on
the outstanding 6.375% senior notes due 2021 will remain in place
after the merger closes.

"Our rating on LIN Media is consistent with our preliminary 'BB-'
corporate credit rating on New Media General," said Standard &
Poor's credit analyst Naveen Sarma.  The preliminary rating on New
Media General reflects its significantly increased size and scale,
the opportunity for revenue and cost synergies as a result of the
merger, its "aggressive" financial risk profile, and S&P's
expectation that debt to average trailing-eight-quarter EBITDA
will remain in the 4x-5x range over the next two years.

"The stable outlook on LIN Media reflects our expectation that the
company's good operating performance will continue until the
transaction with New Media General closes before the end of the
year," said Mr. Sarma.  In addition, S&P does not expect any
changes in the company's financial policy.

S&P will withdraw its corporate credit rating on LIN Media and its
issue-level ratings on its senior secured credit facility and
8.375% senior note when the company's merger with New Media
General closes.  S&P expects that to occur before the end of this
year.


MACKINAW POWER: S&P Keeps 'B+' Term Loan Rating on Watch Negative
-----------------------------------------------------------------
The 'B+' rating on Mackinaw Power Holdings LLC's $147 million
($110 million outstanding as of June 30, 2014) senior-secured term
loan due 2015 remains on CreditWatch with negative implications.

The 'B+' rating on Mackinaw Power Holdings LLC's (Holdings) $147
million ($110 million outstanding as of June 30, 2014) senior-
secured term loan due 2015 remains on CreditWatch with negative
implications, where it was placed on Sept. 22, 2014 following the
changes to S&P's project finance criteria.  Southeast PowerGen LLC
(SEPG), Holdings parent, has proposed to issue a $550.5 million
senior-secured term loan B and use part of the proceeds to fully
repay a senior-secured term loan at Mackinaw Power Holdings LLC
(see the research update published Oct. 28, 2014 on
RatingsDirect).  S&P will resolve the CreditWatch status and
likely withdraw its rating on Holdings once the senior secured
term loan is fully repaid.  In the event SEPG does not pay the
term loan at Holdings, S&P will likely resolve the CreditWatch by
lowering the rating per its criteria.


METEX MFG CORP: Seeks Final Decree Closing Chapter 11 Case
----------------------------------------------------------
Metex Mfg. Corporation fka Kentile Floors Inc. asks the U.S.
Bankruptcy Court for the Southern District of New York to enter a
final decree and order closing its Chapter 11 bankruptcy case.

A hearing is set for Nov. 20, 2014 at 10:00 a.m. (prevailing
Eastern Time) to consider the Debtor's request for final decree.
Objections must be filed no later than 4:00 p.m. on Nov. 13
(prevailing Eastern Time).

Metex Mfg. in September announced that all conditions precedent to
the Effective Date of its Plan of Reorganization have been waived
or satisfied, and the Effective Date occurred on September 3,
2014.  The Debtor also said that each of the Asbestos PI
Channeling Injunction and the Insurance Policy Injunction issued
in the Confirmation Order have become effective.

On June 23, 2014, Judge Cecelia G. Morris of the U.S. Bankruptcy
Court for the Southern District of New York issued findings of
fact, conclusions of law and order confirming the Debtor's Plan,
after determining that the Plan satisfies the confirmation
requirements of the Bankruptcy Code.

As reported by the Troubled Company Reporter, the overwhelming
majority of asbestos-related personal injury claimants -- the only
class entitled to vote -- cast ballots in favor of the new plan,
dealing with asbestos claims arising after the first bankruptcy.
The initial distribution on asbestos-related personal injury
claims will be 18%.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Judge Morris also approved settlements between Metex and
several insurance companies, including Travelers Casualty and
Surety Company, f/k/a The Aetna Casualty and Surety Company; Home
Insurance Company; Liberty Mutual; Hartford Accident and Indemnity
Company; Fireman's Fund Insurance Company; National Fire Insurance
Company of Hartford; American Home Assurance Company, Granite
State Insurance Company, and National Union Fire Insurance Company
of Pittsburgh, PA; Century Indemnity Company; and Allianz Global
Risk US Insurance Company.  Mr. Rochelle said the insurance
companies' contributions of $182.1 million to $189.8 million will
help finance the distributions.

                            About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.

Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-14554) on Nov. 9, 2012.  The petition was signed by
Anthony J. Miceli, president.  The Debtor estimated its assets and
debts at $100 million to $500 million.  Judge Burton R. Lifland
presides over the case.

Paul M. Singer, Esq., and Gregory L. Taddonio, Esq., at Reed Smith
LLP, in Pittsburgh, Pa.; and Paul E. Breene, Esq., and Michael J.
Venditto, Esq., at Reed Smith LLP, in New York, N.Y., represent
the Debtor as counsel.

In connection with the case, the U.S. Trustee appointed a
committee of five individual asbestos plaintiffs asserting claims
against Kentile.  The plaintiffs are represented by five law
firms: Belluck & Fox; Weitz & Luxenberg, P.C.; Early Lucarelli
Sweeney & Strauss; Cooney & Conway; and Gori Julian & Associates,
PC.  The Asbestos Claimants Committee engaged Caplin & Drysdale,
Chartered, as its bankruptcy counsel, Gilbert LLP as its special
insurance counsel, Legal Analysis Systems, Inc., as its
consultant, and Charter Oak Financial Consultants, LLC, as its
financial advisor.

On Jan. 16, 2013, the Bankruptcy Court appointed Lawrence
Fitzpatrick as the Future Claimants' Representative.  Mr.
Fitzpatrick engaged Young Conaway Stargatt & Taylor, LLP as his
counsel, and Analysis Research & Planning as his econometrician.


MF GLOBAL: Trustee Begins Distributions to Sec. & Unsec. Creditors
------------------------------------------------------------------
James W. Giddens, Trustee for the liquidation of MF Global Inc.
(MFGI), is commencing the process of sending out $551 million in
distributions to general creditors who have made allowable claims
against the MFGI estate.

The Trustee was set to begin mailing checks to claimants on
Friday, October 31, 2014, which is the third anniversary of the
bankruptcy of MF Global.

These distributions will be as follows:

$518.7 million will go in an interim payment to unsecured general
claimants and will cover 39% of their allowed claims; and,

$32.3 million will to go to priority administrative and priority
claimants and will cover 100% of their allowed claims.

Following these general creditor distributions, a reserve fund of
$289.8 million will be held for unresolved unsecured claims and a
reserve fund of $9.9 million will be held for unresolved priority
claims.

The Trustee anticipates being able to make further substantial
distributions to general creditors as claims are resolved and
further assets become available for distribution.

"We are pleased to reach another significant milestone in
resolving the claims against MF Global Inc. on the third
anniversary of the bankruptcy," said James W. Giddens, MFGI
Liquidation Trustee.  "We have already completed the return of
assets to former customers and expect to make another significant
distribution to unsecured general claimants in the first half of
2015."

The current distributions were approved by Judge Martin Glenn of
the U.S. Bankruptcy Court for the Southern District of New York.

The Trustee has already delivered $6.7 billion to completely
satisfy the allowed claims of more than 26,000 former securities
and commodities futures customers of MF Global.

The information in this statement does not apply to any other MF
Global entity, including separate insolvency proceedings involving
the parent company, MF Global Holdings Ltd.

                         About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MIG LLC: Seeks Dec. 29 Extension of Plan Filing Date
----------------------------------------------------
MIG, LLC, and ITC Cellular, LLC, ask the U.S. Bankruptcy Court for
the District of Delaware to extend (a) the period during which the
Debtors have the exclusive right to file a chapter 11 plan through
and including Dec. 29, 2014, and (b) the period during which the
Debtors have the exclusive right to solicit acceptances of that
plan through and including Feb. 27, 2015.

If the Debtors' and their creditors determine that a further
extension of the Exclusive Periods is needed, and no notice of
objection to the further extension is filed by Dec. 22, the
Debtors ask the Court to further extend the Exclusive Filing
Period through and including Feb. 27, 2015, and the Exclusive
Solicitation Period through and including April 28, 2015.

The Debtors said in court papers that more time is needed to
determine and assess the various issues presented and decide the
most effective way of achieving the appropriate resolution of
these Chapter 11 Cases.

A hearing on the extension request is scheduled for Nov. 25, 2014,
at 10:00 a.m.  Objections are due Nov. 18.

                        About MIG LLC

Formerly operating under the name "Metromedia International Group,
Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and
operated and sold dozens of companies in diverse industries,
including entertainment, photo finishing, garden equipment and
sporting goods, until the late 1990s.  In 1997 and 1998, MIG
consummated the sale of substantially all of its U.S.-based
entertainment assets and began focusing on expanding into emerging
communications and media businesses.  By 2005, all of MIG's
operating businesses were located in the Republic of Georgia and
operated through its subsidiaries.

MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11
bankruptcy protection on June 30, 2014.  The cases are currently
jointly administered under Bankr. D. Del. Lead Case No. 14-11605.
As of the bankruptcy filing, MIG's sole valuable asset, beyond its
existing cash, is its indirect interest in Magticom Ltd.  The
cases are assigned to Judge Kevin Gross.  MIG LLC disclosed
$15,939,125 in assets and $253,713,467 in liabilities.

Headquartered in Tbilisi, Georgia, Magticom is the leading mobile
telephony operator in Georgia and is also the largest telephone
operator in Georgia.  Magticom serves 2.4 million subscribers with
a network that covers 97% of the populated regions in Georgia.
Magticom is owned by International Telcell Cellular, LLC, which is
46% owned by MIG unit ITC Cellular, 51% owned by Dr. George
Jokhtaberidze, and 3% owned by Gemstone Management Ltd.

Formerly known as MIG, Inc., MIG was a debtor in a previous case
(Bankr. D. Del. Case NO. 09-12118).  It obtained approval of its
reorganization plan in November 2010.

The Debtors have tapped Greenberg Traurig LLP as counsel, Fox
Rothschild Inc. as financial advisor; Cousins Chipman and Brown,
LLP as conflicts counsel; and Prime Clerk LLC as claims and notice
agent and administrative advisor.  The Debtors have retained
Natalia Alexeeva as chief restructuring officer.

A three-member panel has been appointed in these cases to serve as
the official committee of unsecured creditors, consisting of
Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon.


MINERAL PARK: Court Sets December 15 as Claim Bar Date
------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware set Dec. 15, 2014, at 4:00 p.m., as s
deadline for creditors of Mineral Park Inc. and its debtor-
affiliates to file proofs of claim, and Feb. 27, 2015, at 4:00
p.m., as deadline for governmental units to file their claims.

As reported in the Troubled Company Reporter on Oct. 16, 2014, all
proofs of claim can be submitted either by first class mail, hand
delivery or overnight mail:

   Mineral Park, Inc.
   Claims Processing Center
   c/o Prime Clerk LLC
   830 Third Avenue, 9th Floor
   New York, NY 10022
   Tel: (844) 276-3028

                          About Mineral Park

Mineral Park, Inc., Bluefish Energy Corp. and two affiliates
commenced proceedings under Chapter 11 of the Bankruptcy Code in
Delaware on Aug. 25, 2014.  The cases are pending before the
Honorable Kevin J. Carey and are jointly administered under Case
No. 14-11996.

Mineral Park and its affiliated debtors are subsidiaries of
Mercator Minerals Ltd. ("MML"), a mineral resource company engaged
through various subsidiaries in the mining, exploration,
development and operation of its mineral properties in Mohave
County, Arizona, and Sonora, Mexico.

Mineral Park's principal asset is the Mineral Park Mine, a
producing copper-molybdenum mine located near Kingman, Arizona.
Bluefish is the owner and operator of the industrial gas turbine
power generator at the Mine.

British Columbia, Canada-based MML, which has shares trading on
the Toronto Stock Exchange under the trading symbol "ML", is not
included in the bankruptcy filing.

The Debtors have tapped Pachulski Stang Ziehl & Jones LLP as
counsel, Evercore Group LLC as investment banker, FTI Consulting,
Inc., as financial advisor, FTI's David J. Beckman as CRO, and
FTI's Paul Hansen as assistant CRO.  Prime Clerk LLC is the claims
and noticing agent.

The U.S. Trustee for Region 3 appointed three creditors of Mineral
Park, Inc. and its affiliates to serve on the official committee
of unsecured creditors.  The Committee selected Stinson Leonard
Street LLP and Hiller & Arban LLC as its counsel.

Mineral Park reported $286,362,131 in total assets and
$266,035,508 in total liabilities.


MISSION NEW ENERGY: Shareholders Re-Elect 4 Directors
-----------------------------------------------------
Mission NewEnergy Limited held its annual general meeting of
shareholders on Oct. 27, 2014, at which the shareholders:

   (1) approved the adoption of the remuneration report;

   (2) re-elected Mr. Guy Burnett as director;

   (3) re-elected Datuk Mohamed Zain bin Mohamed Yusuf;

   (4) re-elected Mr. James Garton as director;

   (5) re-elected Mohd Azlan Bin Mohammed as director;

   (6) approved the issuance of shares to executive directors in
       lieu of cash bonus;

   (7) approved 10% Placement Facility; and

   (8) approved the reduction of share capital.

Shareholders attending the meeting proposed an amendment to
Resolution 6, so that Resolution 6 would read as follows:

"That, for the purposes of Listing Rule 10.11, approval is given
for the issue of 15,000,000 shares in lieu of a bonus owing to the
Chief Executive Officer, Mr Nathan Mahalingam, the Chief Financial
Officer, Mr Guy Burnett and The Head of Corporate Finance, Mr
James Garton, all Directors of the Company, or their nominees(s)
on the terms and conditions which are set out in the Explanatory
Notice accompanying this Notice of Meeting."

                      About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Mission NewEnergy reported a net loss of $1.09 million on $9.68
million of total revenue for the year ended June 30, 2014,
compared to net income of $10.05 million on $8.41 million of total
revenue during the prior year.

The Company's balance sheet at June 30, 2014, showed $4.04 million
in total assets, $15.40 million in total liabilities and a $11.35
million total deficiency.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MOMENTIVE PERFORMANCE: Reports Changes in D&Os Following Emergence
------------------------------------------------------------------
Momentive Performance Materials Inc. filed documents with the
Securities and Exchange Commission, including a Form 8-K and
exhibits, to disclose their entry into material transactions as
part of their emergence from Chapter 11 bankruptcy protection.

On September 11, 2014, the Bankruptcy Court for the Southern
District of New York entered an order confirming the Joint Chapter
11 Plan of Reorganization for Momentive Performance Materials Inc.
and its Affiliated Debtors, dated September 3, 2014.  On October
24, 2014, the Plan became effective pursuant to its terms and the
Debtors emerged from their Chapter 11 cases.

Pursuant to the Plan, the following directors ceased to be members
of the board of directors of the Company as of the Effective Date:

     Craig O. Morrison,
     William H. Carter,
     Scott M. Kleinman,
     David B. Sambur,
     Lee C. Stewart and
     Julian Markby

As of the Effective Date, Craig O. Morrison ceased to serve as
Chief Executive Officer, William H. Carter ceased to serve as
Chief Financial Officer and Douglas A. Johns ceased to serve as
General Counsel.

John G. Boss, Brian D. Berger and Stephen J. Psutka were appointed
members of the board of directors of the Company, and Mr. Boss was
appointed as Interim Chief Executive Officer and President, Mr.
Berger was appointed as Interim Chief Financial Officer and Mr.
Psutka was appointed as Interim General Counsel.

Momentive disclosed that upon the effectiveness of the Plan, all
previously issued and outstanding shares of the Company's common
stock were cancelled as were all other previously issued and
outstanding equity interests. Upon effectiveness of the Plan, the
Company issued 7,475,000 shares of a new class of common stock,
par value $0.01 per share, of the Company -- New Common Stock --
pursuant to the Section 1145 Rights Offering, 26,662,690 shares of
New Common Stock pursuant to the 4(a)(2) Rights Offering and
2,060,184 shares of New Common Stock pursuant to the Backstop
Commitment, including 1,475,652 shares of New Common Stock issued
as commitment premium.

A portion of the 1145 Rights Offering Stock issued to the Backstop
Parties, and all of the 4(a)(2) Rights Offering Stock, are
restricted securities under the Securities Act of 1933, as
amended, and may not be offered, sold or otherwise transferred
except in accordance with applicable restrictions.

In addition, upon effectiveness of the Plan, the Company issued
11,791,126 shares of New Common Stock to holders of Second Lien
Notes pursuant to the Second Lien Notes Equity Distribution.

In accordance with the Plan, all shares of New Common Stock were
automatically exchanged for one share of common stock, par value
$0.01, of MPM Holdings Inc., which contributed the shares of New
Common Stock to its wholly-owned subsidiary, MPM Intermediate
Holdings. As a result, the Registrant is a wholly owned subsidiary
of MPM Intermediate Holdings.

The shares of New Common Stock were exempt from registration under
the Securities Act pursuant to (i) Section 1145 of the Bankruptcy
Code, which generally exempts from such registration requirements
the issuance of securities under a plan of reorganization, and/or
(ii) Section 4(a)(2) of the Securities Act because the issuance
did not involve any public offering.

Upon the effectiveness of the Plan, these indebtedness of the
Debtors was cancelled:

     -- 8.875% First-Priority Senior Secured Notes due 2020;

     -- 10% Senior Secured Notes due 2020;

     -- 9% Second-Priority Springing Lien Notes due 2021;

     -- 9-1/2% Second-Priority Springing Lien Notes due 2021; and

     -- 11-1/2% Senior Subordinated Notes due 2016.

Mr. Boss, age 55, joined the Company as Executive Vice President
and President of the Silicones and Quartz Division in March 2014.
Mr. Boss was the former President of Honeywell Safety Products at
Honeywell International from February 2012 to March 2014. He
served in various leadership positions with Honeywell
International since 2003, including Vice President and General
Manager of Specialty Products from 2008 through 2012 and Vice
President and General Manager of Specialty Chemicals from 2005
through 2008. Before joining Honeywell International, Mr. Boss was
Vice President and General Manager of the Specialty and Fine
Chemicals business of Great Lakes Chemical Corporation from 2000
through 2003, and Vice President and Business Director at Ashland
Corporation (formerly International Specialty Products) from 1996
through 2000.

Mr. Berger, age 43, joined the Company as Vice President, Finance
of the Silicones and Quartz Division in 2012 and served as Interim
President of the Silicones and Quartz Division from August 2013 to
March 2014. Prior to joining the Registrant, Mr. Berger served as
Director, Shared Services of Stanley Black & Decker from 2010
through 2012 and as Director, Americas Shared Financial Services
of SABIC Innovative Plastics from 2008 through 2010. Mr. Berger
joined GE in 1994 and held numerous financial management roles
from 1994 to 2008 in various GE Plastics businesses operating
across the world.

A copy of the Form 8-K is available at http://is.gd/V7fepJ

                   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.


NAVISTAR INTERNATIONAL: To Present at Conferences Next Month
------------------------------------------------------------
Navistar International Corporation announced that Troy A. Clarke,
president and chief executive officer, will discuss business
matters related to the Company during the 38th Annual Gabelli &
Company Automotive Aftermarket Symposium in Las Vegas, Nevada, on
November 3rd, which is scheduled to begin at 2:45 p.m. Pacific
(4:45 p.m. Central).

Also, the Company announced that Mr. Clarke and Walter G. Borst,
executive vice president and chief financial officer, will discuss
business matters related to the Company during the Robert W. Baird
2014 Industrial Conference in Chicago, Illinois on November 11th,
which is scheduled to begin at 1:00 p.m. Central.

Live audio web casts will be available for the presentations at
http://www.navistar.com/navistar/investors/webcasts. Investors
are advised to log on to the web site at least 15 minutes prior to
the presentation to allow sufficient time for downloading any
necessary software.  The web cast will be available for replay at
the same address approximately three hours following its
conclusion, and will remain available for a period of 12 months or
such earlier time as the information is superseded or replaced by
more current information.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013,
following a net loss attributable to the Company of $3.01 billion
for the year ended Oct. 31, 2012.

The Company's balance sheet at July 31, 2014, showed $7.70 billion
in total assets, $11.74 billion in total liabilities and a $4.04
billion total stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

In January 2013, Fitch Ratings affirmed the Issuer Default Ratings
(IDR) for Navistar International Corporation and Navistar
Financial Corporation at 'CCC' and removed the Negative Outlook on
the ratings.  The removal reflects Fitch's view that immediate
concerns about liquidity have lessened, although liquidity remains
an important rating consideration as NAV implements its selective
catalytic reduction (SCR) engine strategy.  Other rating concerns
are already incorporated in the 'CCC' rating.


NIAGARA AT BARTON: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: The Niagara at Barton Hill, Inc.
           dba Barton Hill Hotel & Spa
        210 Center Street
        Lockport, NY 14094

Case No.: 14-12537

Chapter 11 Petition Date: October 29, 2014

Court: United States Bankruptcy Court
       Western District of New York (Buffalo)

Judge: Hon. Michael J. Kaplan

Debtor's Counsel: Diane R. Tiveron, Esq.
                  HOGAN WILLIG, PLLC
                  2410 North Forest Road, Suite 301
                  Getzville, NY 14068
                  Tel: (716) 636-7600
                  Fax: 716-636-7606
                  Email: dtiveron@hoganwillig.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $10 million to $50 million

The petition was signed by Edward G. Finkbeiner, president.

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


NII HOLDINGS: Wants to Tap KPMG LLP as Auditor
----------------------------------------------
NII Holdings Inc. and its debtor affiliates seek authority from
the Bankruptcy Court to employ KPMG LLP as their auditor nunc pro
tunc to the Petition Date.

KPMG will perform an audit of the Debtors' consolidated financial
statements and an audit of its internal control over financial
reporting -- the "Integrated Audit Services."  The Integrated
Audit Services will include:

   a. An audit of the consolidated balance sheet of NII Holdings
      as of December 31, 2014, the related consolidated statements
      of comprehensive income/loss, changes in stockholders'
      equity and cash flows for the year then ended, and the
      related notes to the financial statements;

   b. SAS 100 quarterly review procedures for the quarters ended
      March 31, June 30, September 30 and December 31, 2014; and

   c. An audit of internal control over financial reporting as of
      December 31, 2014.

KPMG may also provide additional services that are outside the
scope of the Integrated Audit Services -- the "Non-Routine
Services."  These additional services may relate to significant,
unusual and non-recurring transactions that include bankruptcy
accounting, business combinations, asset dispositions, significant
restructuring transactions and related accounting implications.

                   Compensation and Expenses

The Debtors and KPMG agreed to a fixed $4,400,000 fee for the
Integrated Audit Services.  Prior to the Petition Date, progress
billings on the Fixed Fee were invoiced and paid totaling
$2,700,000.  Accordingly, subject to the Court's approval, the
remaining amount of the Fixed Fee will be billed in equal monthly
installments of $425,000 from October 2014 through January 2015.

Fees for Non-Routine Services provided by audit professionals in
the United States will be billed based on these hourly rates:

        Title                         Hourly Rate
        -----                         -----------
        Partner                         $595
        Senior Manager                  $450
        Manager                         $375
        Senior Associate                $300
        Associate                       $200

In addition, fees for Non-Routine Services provided by non-audit
professionals will be billed based on these hourly rates:

        Title                         Hourly Rate
        -----                         -----------
        Partners/Managing Directors   $595 to $750
        Senior Managers/Directors     $450 to $600
        Managers                      $375 to $450
        Senior Associates             $300 to $350
        Associates                    $200 to $250

KPMG will also seek reimbursement of reasonable necessary
expenses.

Robert T. Singleton, a partner at KPMG LLP, assures the Court that
his Firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Hearing on the KPMG Application will be held before Bankruptcy
Judge Shelley C. Chapman at 10:00 a.m. on November 13, 2014, at
One Bowling Green, Courtroom No. 623, New York.

The firm can be reached at:

         KPMG LLP
         Robert T. Singleton
         1676 International Drive, Suite 1200
         McLean, VA 22102
         Tel No.: +1703-286-8000
         Fax No.: +1703-286-8010

                       About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.

The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors
of NII Holdings to serve on the official committee of unsecured
creditors.


NII HOLDINGS: Wants to Tap Deloitte Tax as Tax Advisor
------------------------------------------------------
NII Holdings Inc. and its debtor affiliates seek to employ
Deloitte Tax LLP as their tax advisor.

As tax advisor, Deloitte Tax is expected to advise the Debtors,
among other things:

   (a) together with the Debtors' counsel and financial advisors
       on the cash tax effects of restructuring and bankruptcy and
       the post-restructuring tax profile, including plan of
       reorganization tax costs.  This will include gaining an
       understanding of the Debtors' financial advisors' valuation
       model and disclosure model to consider accuracy of tax
       assumptions;

   (b) regarding the restructuring and bankruptcy emergence
       process from a tax perspective, including the tax work
       plan; and

   (c) on the cancellation of debt income for tax purposes under
       Internal Revenue Code section 108.

Deloitte Tax's applicable hourly rates that will be charged for
services to the Debtors, which reflect a 30% discount from
Deloitte Tax's standard hourly rates, are:

    Professional Level           Hourly Billing Rate
    ------------------           -------------------
    Partner/Principal/Director        $711 to $784
    Senior Manager                    $627 to $665
    Manager                           $539 to $567
    Senior Consultant                 $448
    Consultant                        $336 to $357

The Firm will also seek for reimbursement of necessary expenses
incurred in related to services it is retained for.

Donald B. Carter, partner at Deloitte Tax, assures the Court that
his Firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Hearing on the Deloitte Tax Application will be held before
Bankruptcy Judge Shelley C. Chapman at 10:00 a.m. on November 13,
2014, at One Bowling Green, Courtroom No. 623, New York.

                         About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.

The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors
of NII Holdings to serve on the official committee of unsecured
creditors.


NII HOLDINGS: Panel Can Retain Kramer Levin as Lead Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the case of NII
Holdings Inc. and its debtor affiliates sought and obtained
permission from the Bankruptcy Court to employ Kramer Levin
Naftalis & Frankel LLP as its lead counsel nunc pro tunc to
Sept. 29, 2014.

In addition to acting as primary spokesman for the Creditors
Committee, Kramer Levin is expected to advise and assist the
Committee in these matters:

   a. The administration of the Debtors' cases and the exercise of
      oversight with respect to the Debtors' affairs, including
      all issues in connection with the Debtors, the Committee
      and/or these Chapter 11 Cases;

   b. The preparation on behalf of the Committee of necessary
      applications, motions, memoranda, orders, reports, and other
      legal papers;

   c. Appearances in Court, participation in litigation as a
      party-in-interest, and at statutory meetings of creditors to
      represent the interests of the Committee;

   d. The negotiation and formulation of a Chapter 11 plan or any
      proposed sale of any of the Debtors' assets; and

   e. Investigation, directed by the Committee, of prepetition
      interdebtor transactions as well as the financial condition
      of the Debtors.

The Firm's standard hourly rates for its services are:

     Professional                  Hourly Rates
     ------------                  ------------
     Partners                      $745 to $1,100
     Counsel                       $805 to $1,075
     Special Counsel               $745 to $820
     Associates                    $445 to $790
     Legal Assistants              $280 to $335

The Firm's hourly fees are comparable to those charged by
attorneys of similar experience and expertise for engagements of
similar scope and complexity to the Debtors' Chapter 11 cases, the
Committee asserts.

The Firm also intends to seek reimbursement for expenses incurred
in connection with its representation of the Committee.

Kenneth H. Eckstein, Esq., a partner at Kramer Levin, assures the
Court that his Firm is a "disinterested person" as the term is
defined under Section 101(14) of the Bankruptcy Code.

       Attorney Statement Pursuant to Appendix B Guidelines

The Firm provided information in response to the request for
additional information set forth in Paragraph D.1. of Appendix B
of the U.S. Trustee Revised Guidelines.

  Question: Did you agree to any variations from, or alternatives
            to, your standard or customary billing arrangements
            for this engagement?

  Response: No.

  Question: Do any of the professionals included in this
            engagement vary their rate based on the geographic
            location of the bankruptcy case?

  Response: No.

  Question: If you represented the client in the twelve (12)
            months prepetition, disclose your billing rates and
            material financial terms for the prepetition
            engagement, including any adjustments during the 12
            months prepetition.  If your billing rates and
            material financial terms have changed postpetition,
            explain the difference and the reasons for the
            difference.

  Response: Kramer Levin did not represent the Committee before
            its formation on September 29, 2014.  Kramer Levin's
            billing rates have not changed since the Petition
            Date.  Kramer Levin has in the past represented,
            currently represents and may represent in the future
            certain Committee members and/or their affiliates in
            their capacities as official committee members in
            other chapter 11 cases and/or as set forth in this
            Application.

  Question: Has your client approved your prospective budget and
            staffing plan, and, if so, for what budget period?

  Response: Kramer Levin is developing a budget and staffing plan
            for November 1, 2014 through December 31, 2014 that
            will be presented for approval by the Committee.

The firm can be reached at:

         KRAMER LEVIN NAFTALIS & FRANKEL LLP
         Kenneth H. Eckstein, Esq.
         Adam C. Rogoff, Esq.
         1177 Avenue of the Americas
         New York, New York 10036
         Tel No: (212)715-9229
         Fax No: (212)715-8229
         E-mail: keckstein@kramerlevin.com

                         About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.

The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors
of NII Holdings to serve on the official committee of unsecured
creditors.


NII HOLDINGS: Panel Can Retain FTI Consulting as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the case of NII
Holdings Inc. and its debtor affiliates sought and obtained
Bankruptcy Court permission to retain FTI Consulting, Inc., as its
financial advisor nunc pro tunc to Oct. 2, 2014.

As financial advisor, FTI Consulting is expected to assist the
Creditors Committee, among other things:

   a. in the review of financial related disclosures required by
      the Court, including the Schedules of Assets and
      Liabilities, the Statement of Financial Affairs and Monthly
      Operating Reports;

   b. in the preparation of analyses required to assess any
      proposed financing(s);

   c. with the assessment and monitoring of the Debtors' short
      term cash flow, liquidity, and operating results; and

   d. with the review of the Debtors' key employee retention and
      other employee benefit program, the Debtors' analysis of
      core business assets, the Debtors' corporate structure, and
      the Debtors' cost/benefit analysis with respect to their
      executory contracts and leases, and any other tax issues.

FTI seeks to be compensated on an hourly basis, plus reimbursement
of necessary expenses incurred.  The Firm's standard hourly rates
are:

    Professional                                   Rates
    ------------                                   -----
    Senior Managing Directors                      $800 to $925
    Directors/Sr. Directors/Managing Directors     $580 to $765
    Consultants/Senior Consultants                 $300 to $550
    Administrative/Paraprofessionals/Associates    $125 to $250

Andrew Scruton, a senior managing director at FTI Consulting,
assures the Court that the Firm does not represent an interest
adverse to the matters it is to be retained, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached at:

         FTI CONSULTING, INC.
         Andrew Scruton
         Three Times Square
         11th Floor
         New York, NY 10036
         United States
         Tel No: +1-212-247-1010
         Fax No: +1-212-841-9350
         E-mail: andrew.scruton@fticonsulting.com

                         About NII Holdings

NII Holdings Inc. through its subsidiaries provides wireless
communication services for businesses and consumers in Brazil,
Mexico and Argentina.  NII Holdings has the exclusive right to use
the Nextel brand in its markets pursuant to a trademark license
agreement with Sprint Corporation and offers unique push-to-talk
("PTT") services associated with the Nextel brand in Latin
America.  NII Holdings' shares of common stock, par value $0.001,
are publicly traded under the symbol NIHD on the NASDAQ Global
Select Market.

NII Holdings and its affiliated debtors sought bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 14-12611) in Manhattan
on Sept. 15, 2014.  The Debtors' cases are jointly administered
and are assigned to Judge Shelley C. Chapman.

The Debtors have tapped Jones Day as counsel and Prime Clerk LLC
as claims and noticing agent.

The U.S. Trustee for Region 2 on Sept. 29 appointed five creditors
of NII Holdings to serve on the official committee of unsecured
creditors.


NNN SIENA: Bankruptcy Case Transferred to San Jose Division
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
directed NNN Siena Office Park I 41, LLC, et al., to transfer the
cases to San Jose Division effective Oct. 14, 2014.

Judge M. Elaine Hammond, who was transferred to the San Jose
Division, will retain the Debtors' cases.

The order also provides that notwithstanding transfer of the cases
to the San Jose Division, hearings may be held in the Oakland
Division or the San Jose Division as the needs of the parties and
the court dictate.  However, unless otherwise specified by the
court, hearings will be held in Courtroom 3070, 280 South First
Street, San Jose, California and parties may appear
telephonically.

                 About NNN Siena Office Park I 41

NNN Siena Office Park I 41, LLC, together with 30 other
affiliates, filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Cal. Case No. 14-40668) on Feb. 19, 2014.  Judge M. Elaine Hammond
oversees the Debtor's Chapter 11 case.  The petition was signed by
Mubeen Aliniazee, manager and responsible individual.  The Debtor
disclosed unknown assets and $28,775,667 liabilities as of the
Chapter 11 filing.


OBSC LLC: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: OBSC, LLC
        5455 Troy Highway
        Montgomery, AL 36116

Case No.: 14-03540

Nature of Business: Commercial Real Estate Rental

Chapter 11 Petition Date: October 29, 2014

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: Lawrence B. Voit, Esq.
                  SILVER, VOIT & THOMPSON P.C.
                  4317-A Midmost Dr.
                  Mobile, AL 36609-5507
                  Tel: (251) 343-0800
                  Email: lvoit@silvervoit.com

Total Assets: $3.31 million

Total Liabilities: $12.70 million

The petition was signed by Foy Tatum, manager of T-Core, LLC,
owner of the membership interest of the Debtor.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alsb14-03540.pdf


OHCMC OSWEGO: Has Until Today to Close Sale with REO Funding
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
extended until Oct. 31, 2014, the time for OHCMC-Oswego, LLC, to
close the sale of its assets to REO Funding Solutions V, LLC.

Under that certain agreement for purchase and sale dated Aug. 6,
2014, the closing must occur within 30 days of the date the
purchaser was determined to be the ultimate purchaser which was
set at Oct. 15.

In seeking the extension, the Debtor said it does not believe
certain issues will be fully resolved in time to close by Oct. 15.
The Debtor and the purchaser are in the process of resolving
certain closing issues.

                        About OHCMC-Oswego

OHCMC-Oswego, LLC, is an Illinois limited liability company that
was formed on July 12, 2005 to, inter alia, acquire, develop and
sell a series of real estate developments.  It is wholly owned by
Oliver-Hoffman Corporation.  Its principal place of business is
located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois.

OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to
sell its assets.  Camille O. Hoffmann signed the petition as
president of managing and sole member.  The Debtor disclosed
$92,268 plus an unknown amount in assets and $56,782,127 in
liabilities.  The Hon. Carol A. Doyle presides over the case.  The
Debtor is represented by David C. Gustman,, Esq., at Freeborn &
Peters LLP.

The U.S. Bankruptcy Court confirmed the Debtor's Modified Plan of
Liquidation dated June 30, 2014, which contemplates a sale of the
Debtors' assets.

No trustee, examiner or creditors' committee has been appointed in
the case.


POLY PLANT PROJECT: Taps Avant Advisory Group as Consultant
-----------------------------------------------------------
Poly Plant Project asks the U.S. Bankruptcy Court for the Central
District of California for permission to employ Avant Advisory
Group LLC as its consultant.

Michael M. Ozawa, member and manager of the firm, and Clint
Cronkite, vice president at Houlihan Lokey Howard & Zukin, will be
primarily responsible for performing the work associated with
providing a liquidation analysis and business valuation,
respectively.

The Debtor will pay Avant a total fee of $25,000, with a $10,000
payment upon entry of an order authorizing the firm's employment,
followed by three $5,000 payments to be made every two weeks
thereafter.  If any litigation support services are required, that
activity will be billed at the firm's standard hourly rates:

   Positions                          Hourly Rates
   ---------                          ------------
   Managing Directors/Partners        $395-$495
   Principal Consultants/Directors    $295-$395
   Consultants                        $250-$350

   Paraprofessionals/Analysts         $175-$225
   Administrative Staff               $75-$100

Tetsunori T. Kunimune, chief executive officer of the Debtor,
assures the Court that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

   Michael M. Ozawa
   Clint Cronkite
   Avant Advisory Group, LLC
   601 S. Figueroa #4050
   Los Angeles, CA 90017
   Tel: (213) 705-9339
   Fax: (213) 330-4222
   Email: mozawa@avantadvisory.com
          ccronkite@avantadvisory.com

                     About Poly Plant Project

Poly Plant Project filed a Chapter 11 bankruptcy petition in its
hometown in Los Angeles (Bankr. C.D. Cal. Case No. 14-17109) on
April 14, 2014.  Tetsunori T. Kunimune signed the petition as
chief executive officer.  The Debtor disclosed total assets of
$16.75 million and total liabilities of $22.29 million.  Donahoe &
Young LLP serves as the Debtor's counsel.  Judge Thomas B. Donovan
oversees the case.


PROSPECT PARK: Amends Disclosure Statement, Liquidation Plan
------------------------------------------------------------
Prospect Park Networks, LLC, filed with the U.S. Bankruptcy Court
for the District of Delaware an amended liquidating plan and
accompanying disclosure statement to address objections raised by
the Official Committee of Unsecured Creditors.

As previously reported by The Troubled Company Reporter, citing
Bill Rochelle, a bankruptcy columnist for Bloomberg News, the
Debtor decided not to proceed with its liquidating Chapter 11 plan
in the face of opposition from the Creditors' Committee and said
it will file a revised plan and hold a hearing for approval of an
explanatory disclosure statement at a date "to be determined."

The TCR, citing Law360, reported that the Creditors' Committee
blasted the Debtor's disclosure statement, saying it omits key
information and touts a plan that cannot be confirmed.  The
Creditors' Committee contended that the disclosure statement fails
to provide information about how PPN values its primary asset -- a
$95 million breach-of-contract suit against the ABC television
network -- or how that litigation will be handled after
bankruptcy.

A full-text copy of the Amended Disclosure Statement dated
Oct. 27, 2014, is available at:

        http://bankrupt.com/misc/PROSPECTds1027.pdf

                   About Prospect Park Networks

Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 14-10520) in Wilmington, on March 10, 2014,
estimating $50 million to $100 million in assets, and $10 million
to $50 million in debts.  The petition was signed by Jeffrey
Kwatinetz, president.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A. serve as the Debtor's
bankruptcy counsel.  The Debtor also hired Cohn Reznick LLP as an
ordinary course professional.

The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors.  Cole, Schotz,
Meisel, Forman & Leonard, P.A., serves as the Committee's counsel.


PVA APARTMENTS: Lists $14.6-Mil. in Assets, $10.4-Mil. in Debts
---------------------------------------------------------------
PVA Apartments, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of California, its schedules disclosing
$14,600,000 in assets and $10,451,650 in liabilities.  The assets
are composed of $14,300,000 in real property and $300,000 in
personal property.  The liabilities are composed of $9,625,000 in
secured claims and $826,650 in unsecured priority claims.

                         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.


PVA APARTMENTS: Seeks to Employ Sydney Hall as Attorneys
--------------------------------------------------------
PVA Apartments, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of California, Oakland Division,
to employ Sydney Hall as attorney to handle the ongoing bankruptcy
matters for the Debtor and to compensate him on an hourly basis at
the rate of $310 per hour plus costs.

The Debtor says it has employed Mr. Hall because he has
established a relationship with the Debtor's owner, Eric Terrell,
over the past few years and is known to be reputable and
trustworthy in the Alameda County community.

Mr. Hall discloses that he represented the Debtor in its
bankruptcy filing on Sept. 29, 2014.  Mr. Hall relates that after
the Sept. 29 filing, while reviewing hundreds of documents in
preparation for an initial interview, he failed to notice that the
Statement of Financial Affairs had not been uploaded because he
was having discussions with the owner over whether or not
Schedules I and I were necessary to be filed, in compliance with
the Court's Notice to file those schedules.  As a result, the
Sept. 29 case was dismissed on Oct. 17.  Mr. Hall further
discloses that over the past two years, his law firm has
represented approximately 10 clients in mass tort/class action
cases along with Reginald Terrell's law office, as independent
attorney offices.

Mr. Hall may 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
         Email: sjhlaw@mail.com

                         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.


PVA APARTMENTS: Seeks Determination of Agoura Claim Value
---------------------------------------------------------
PVA Apartments, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California, Oakland Division, to determine
the secured value and interest thereof of Agoura Hills Financial
Claim in the Debtor's real estate property located at 2354
Bonifacio Street, in Concord, California, and to have that claim
valued as an unsecured loan.

At the time of the Petition Date, the Debtor was owner of two
apartment buildings: one located at 2354 Bonifacio and the other
at 1090 Mi Casa Ct., in Concord, California, each cross-
collateralized by mortgages with Concord Funding Group, LLC, in
the approximate amount of $9,000,000, and with Agoura Hills
Financial in the approximate amount of $625,000.  The Debtor
contends that the fair market value of 2354 Bonifacio is between
$3,475,000 and $3,800,000.

Sydney Hall, Esq., in Burlingame, California, contends that given
that the fair market value of the realty known as 2354 Bonifacio
is between $3,475,000 and $3,800,000, and because the first
mortgage lien held by Concord Funding is for $9,000,000, the value
of the second mortgage on the home held by Agoura is apparently
entirely under-secured.  Thus, Mr. Hall asserts, pursuant to
Section 506(a) of the Bankruptcy Code, there is no allowable
secured claim for the second mortgage lien held by Agoura because
the value of the first mortgage lien already exceeds the
replacement value of the property.  Thus, Agoura's second lien is
only allowable as an unsecured claim for the 2354 Bonifacio
property, Mr. Hall further asserts.

                         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.


QMX GOLD: Enters Into Forbearance Agreement with Third Eye
----------------------------------------------------------
QMX Gold Corporation on Oct. 30 disclosed that it has entered into
a binding term sheet with Third Eye Capital Inc., acting on behalf
of secured creditors as the administrative agent in respect of a
note purchase agreement with the Company and its subsidiaries
dated November 28, 2012.  The Term Sheet sets out the key terms of
a forbearance agreement in respect of the NPA and remains subject
to the execution by the Company and the Administrative Agreement
of a definitive agreement.  On October 8, 2014, the Administrative
Agent delivered to the Company a notice of intention to enforce
security pursuant to section 244 of Bankruptcy and Insolvency Act
(Canada) but has not taken any action under the Act. The amount of
the Company's indebtedness under the NPA is US$16,061,774.41.  A
confidential material change report was filed with the regulatory
authorities on October 9, 2014.

Subject to the terms of the Forbearance Agreement, for a period
until March 31, 2015, the Administrative Agent will forbear
against the enforcement of its security relating to defaults by
the Company of the NPA.  During the Forbearance Period, the
Company will cooperate in an orderly sales process for its Snow
Lake Property in Manitoba, as the agreement to sell the Snow Lake
Property to Northern Sun Mining Corp. was not extended at its
expiry on September 30, 2014.  In addition, the Company is engaged
in a strategic review of all options available in respect of its
Quebec operations.

                            About QMX

QMX Gold Corporation is a Canadian mining company traded on the
TSX-V under the symbol "QMX".  The company is focusing on mine
development and exploration in Quebec and is actively looking for
other mining projects for acquisition in the Val d'Or area.


PACIFIC ETHANOL: Reports $3.7-Mil. Net Income in 3rd Qtr. 2014
--------------------------------------------------------------
(PR/Joy)

Pacific Ethanol, Inc., a producer and marketer of low-carbon
renewable fuels in the Western United States, reported its
financial results for the three- and nine-months ended September
30, 2014.

"We delivered solid financial results for the third quarter of
2014, supported by efficient operations and continued strong
ethanol market fundamentals," stated Neil Koehler, the company's
president and CEO.  "Over the last twelve months, Pacific Ethanol
generated adjusted EBITDA of $96.9 million.  To sustain our
profitable growth, we are implementing several capital expenditure
projects to improve efficiencies, diversify feedstock and develop
our advanced biofuel initiatives."

Financial Results for the Three Months Ended September 30, 2014

Net sales were $275.6 million, an increase of 18%, compared to
$233.9 million for the third quarter of 2013.  The company's
increase in net sales is attributable to its record total gallons
sold resulting from increases in both production and third party
gallons.

Gross profit was $18.0 million, compared to $3.5 million for the
third quarter of 2013.  The improvement in gross profit was driven
by significantly improved production margins and corn oil
production.

Selling, general and administrative ("SG&A") expenses were $4.4
million, compared to $2.5 million for the third quarter of 2013.
The increase in SG&A is primarily due to an increase in
compensation costs tied to the company's continued profitable
results and an increase in professional fees from higher corporate
and plant activities.

Operating income was $13.6 million, compared to $1.0 million for
the third quarter of 2013.

Fair value adjustments and warrant inducements were $4.4 million,
including $1.5 million in warrant inducements in July 2014, as
well as $2.9 million in adjustments for intra-quarter warrant
exercises.  As of October 29th, the company had less than one
million warrants remaining outstanding.

Interest expense, net, was $1.1 million, compared to $4.5 million
for the third quarter of 2013. This reduction is due to
significantly lower debt balances in 2014.

Net income available to common stockholders was $3.7 million, or
$0.15 per diluted share, compared to a net loss of $5.3 million,
or a $0.40 loss per diluted share for the third quarter of 2013.

Adjusted net income, which excludes fair value adjustments and
warrant inducements and extinguishments of debt, was $8.1 million,
or $0.33 per diluted share, compared to an adjusted net loss of
$3.5 million, or a $0.26 loss per diluted share, for the third
quarter of 2013.

Adjusted EBITDA was $15.5 million, compared to $3.4 million for
the third quarter of 2013.

Cash at September 30, 2014 was $56.3 million, compared to $5.2
million at December 31, 2013.

Bryon McGregor, the company's CFO, stated: "During the third
quarter, we further strengthened our balance sheet and operating
liquidity.  Since December 31, 2013, we increased our cash
balances by over $51.1 million. As a result, our working capital
increased to approximately $93.3 million from $51.2 million at the
end of 2013."

Financial Results for the Nine Months Ended September 30, 2014

Net sales were $851.3 million, compared to $693.1 million in the
same period of 2013.

Net income available to common stockholders was $7.8 million, or
$0.35 per diluted share, compared to a net loss of $10.3 million,
or a $0.91 loss per diluted share, in the same period of 2013.

Adjusted net income was $49.9 million, or $2.26 per diluted share,
compared to an adjusted net loss of $10.0 million, or an $0.88
loss per diluted share, for the same period of 2013.

Adjusted EBITDA was $78.7 million, compared to $10.4 million for
the same period of 2013.

                      About Pacific Ethanol

Five indirect wholly owned subsidiaries of Pacific Ethanol, Inc.
-- Pacific Ethanol Holding Co. LLC, Pacific Ethanol Madera LLC,
Pacific Ethanol Columbia, LLC, Pacific Ethanol Stockton, LLC and
Pacific Ethanol Magic Valley, LLC -- filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 09-11713) on May 17, 2009.
Judge Kevin Gross handled the case.  Attorneys at Cooley Godward
Kronish LLP represented the Debtors as counsel.  Attorneys at
Potter Anderson & Corroon LLP served as co-counsel.  Epiq
Bankruptcy Solutions LLC served as the claims agent.  Pacific
Ethanol Holding disclosed $50 million to $100 million in assets
and $100 million to $500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, did not file for
Chapter 11 bankruptcy protection.

Pacific Ethanol Holding Co. LLC and PEH's four wholly owned
ethanol production facility subsidiaries, emerged from bankruptcy
effective June 29, 2010.  The bankruptcy eliminated $290 million
in debt and other liabilities from the balance sheet.


REVSTONE INDUSTRIES: Unit Has Until Jan. 22 to File Plan
--------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended TPOP, LLC, f/k/a Metavation LLC's
exclusive plan filing period through and including Jan. 22, 2015;
and the exclusive solicitation period through and including
March 22, 2015.

As previously reported by The Troubled Company Reporter, the
Debtor said the additional time will be used to finalize a plan
based on the settlement with the Pension Benefit Guaranty
Corporation.  Additionally, the extension will be used to continue
the Debtor's review and analysis of claims filed against the
estate, respond to and oppose requests for payment of
administrative claims and prosecute litigation to recover funds
that were fraudulently transferred for the benefit of the Debtor's
former principal, George Hofmeister.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., Timothy P. Cairns,
Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones
LLP represent Revstone.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 (Bankr. D. Del. Case No. 13-11831) on
July 22, 2013, to sell the bulk of its assets to industry rival
Dayco for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq.,
Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble
Carlyle Sandridge & Rice, LLP, represent the Official Committee of
Unsecured Creditors in Revstone's case.

Boston Finance Group, LLC, a committee member, also has hired as
counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA
Piper LLP.


RICEBRAN TECHNOLOGIES: Registers 2.3 Million Shares for Resale
--------------------------------------------------------------
RiceBran Technologies filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement covering the sale of
up to 2,363,390 shares of the Company's common stock, including
1,181,695 shares issuable upon exercise of a warrant, by Pinnacle
Family Office Investments, L.P., Sabby Healthcare Volatility
Master Fund, Ltd., Cranshire Capital Master Fund, Ltd., el al.
The selling stockholders may, from time to time, sell, transfer,
or otherwise dispose of any or all of their shares of common stock
or interests in shares of common stock on any stock exchange,
market, or trading facility on which the shares are traded or in
private transactions.

The Company is not offering any shares of its common stock for
sale under this prospectus.  The Company will not receive any of
the proceeds from the sale or other disposition of the shares of
its common stock by the selling stockholders, other than any
proceeds from the cash exercise of the warrant to purchase shares
of its common stock.

The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "RIBT".  On Oct. 27, 2014, the last reported sale
price of the Company's common stock was $4.40 per share.

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

                        http://is.gd/dORTHB

The Company separately filed a Form S-8 prospectus to register
1,600,000 shares of common stock to be issued under the Company's
2014 equity incentive plan.  A copy of the registration statement
is available for free at http://is.gd/je2pEE

                           About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

RiceBran Technologies reported a net loss of $17.64 million on
$35.05 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $11.13 million on $37.72 million of
revenues for the year ended Dec. 31, 2012.

As of June 30, 2014, the Company had $54.31 million in total
assets, $32.13 million in total liabilities, $5.60 million in
temporary equity and $16.57 million in total equity attributable
to the Company's shareholders.

BDO USA, LLP, in Phoenix, Arizona, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations
resulting in an accumulated deficit of $219 million at Dec. 31,
2013.  This factor among other things, raises substantial doubt
about its ability to continue as a going concern.


ROANOKE TIMBERLANDS: Stansbury Farm Sold at Auction for $2.1MM
--------------------------------------------------------------
The property known locally as the Stansbury Farm -- approximately
1,367 acres of managed timber, recreational and pasture land in
Halifax County, N.C. -- sold for $2,125,000 on Oct. 28 in an
auction managed by Murray Wise Associates and Woltz & Associates.

The auction attracted a capacity crowd, including 45 registered
bidders, to the Littleton Community Center.  After an extended
tug-of-war, a single bidder finally purchased all of the land.

"We had a number of bidders who were interested in the timber, and
others who were seeking tracts for hunting and fishing, but
ultimately, it all sold together," said Kenny Schum, who managed
the auction.  "The land had a lot to offer both groups.  It had
been managed for timber, but it also had a lot of game and a nice
creek running along one side."

Auctioneer Russell Seneff said most of the bidders were seeking
just part of the land.  "We had a lot of guys who were just
looking for 100 acres or so, and we saw bids on the land in every
conceivable combination.  It nearly wore me out," said Mr. Seneff.

The auction was conducted on behalf of Roanoke Timberlands, LLC,
the Debtor-in-Possession, United States Bankruptcy Court, Eastern
District of North Carolina.  The successful bid was accepted by
the Debtor-in-Possession and is subject to final court approval.

Individuals seeking additional information may visit
www.murraywiseassociates.com or www.woltz.com or call 800-607-
6888.

Murray Wise Associates LLC, headquartered in Champaign, Ill., is a
leading national agricultural real estate marketing and financial
advisory firm, with additional offices in Florida and Iowa.

Woltz & Associates, based in Roanoke, Va., is one of the nation's
top auction companies specializing in mountain land, timberland,
farms, homes, commercial properties and other high-value real
estate


ROCHDALE SECURITIES: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Rochdale Securities, LLC has filed with the U.S. Bankruptcy Court
District of Connecticut its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property              $199,030
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $5,907,958
                                 ------------     ------------
        TOTAL                        $199,030       $5,907,958

A copy of Rochdale's schedules of assets and liabilities is
available for free at http://is.gd/E7cvOp

                   About Rochdale Securities

Rochdale Securities, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Conn. Case No. 14-51485) in Bridgeport, Connecticut, on
Sept. 23, 2014.  Daniel J. Crowley signed the petition as
president.  The Debtor estimated $10 million to $50 million in
assets and $1 million to $10 million in debt.  Zeisler and
Zeisler, PC, serves as the Debtor's counsel.  Judge Alan H.W.
Shiff is assigned to the case.


SAN JOAQUIN HILLS: Fitch Rates $293MM 2014B Junior Debt 'BB+'
-------------------------------------------------------------
Fitch Ratings has assigned 'BBB-' and 'BB+' final ratings with a
Stable Outlook to San Joaquin Hills Transportation Corridor Agency
(SJHTCA) $1,099 million 2014A series senior debt and $293.91
million 2014B junior debt respectively.  The debit is being issued
to refinance approximately $1,460 million of the authority's
existing $2,055 million senior debt, with financial close expected
to occur on Nov. 6, 2014.

Fitch also maintains the 'BB' ratings on the authority's existing
senior debt on Rating Watch Positive; $731.5 million of existing
debt will be maintained within the new debt structure.

The 'BBB-' senior lien and 'BB+' subordinate lien ratings reflect
the role of SR73 as a congestion reliever in the congested
transportation corridor served by interstates 405 and 5, the
demonstrated willingness to aggressively set toll rates to meet
bondholder covenants, the likely growing ability to price despite
near-term limitations, and the limited capital investment risk on
this debt structure.  These factors are weighed down by the
significant leverage of 15x but that risk is mitigated by the
smoother debt service profile following this debt restructuring
that, along with robust cash reserving, will leave SJHTCA
dependent on only modest revenue growth to service debt.  The
Positive Watch on the existing senior debt reflects the Fitch's
expectation to upgrade existing debt that is being rolled into the
new structure once financial close for the new debt issuances has
been reached.

SJHTCA operates a 15-mile tolled stretch of State Road (SR) 73 in
Orange County, California, that provides congestion relief to the
parallel interstates 5 and 405 and Pacific Coast Highway toll-free
roads.  California Department of Transportation (Caltrans) has
title to the road and is responsible for its upkeep.  SJHTCA's
responsibilities are as set out in a cooperative agreement between
the two agencies and are limited to toll collection and staff
expenses until 2050.

KEY RATING DRIVERS

Revenue Risk -- Volume: Midrange

Traffic Stabilizing Below Peak: SR73 serves as a congestion
reliever to interstates 405 and 5.  Annual transactions have
remained broadly flat at around 25 million since fiscal year (FY)
2010, prior to which they had peaked at 31 million in FY2007.
Continuing improvement in the local economy as evidenced by
falling unemployment and recovering housing prices should support
traffic stability and modest growth.

Revenue Risk -- Price: Weaker

Limited Pricing Power: The cash toll rate of $0.43 per mile is
among the highest among Fitch-rated U.S. toll roads; Fitch
believes SJHTCA will have limited pricing power for the next few
years, although the ability to recover inflation should strengthen
thereafter.

Infrastructure Development & Renewal: Stronger

Limited Capital Needs: Caltrans is responsible for renewal and
maintenance of the road, with SJHTCA only responsible for
administrative and toll collection functions.  Its exposure to
infrastructure risk is therefore limited.

Debt Structure: Senior-Midrange; Junior-Midrange

Escalating Debt Service Profile: Senior and junior debt is fixed
rate and amortizing.  However, it is somewhat back-ended,
gradually escalating through FY2041.  A strong cash reserve
structure helps mitigate this, as does significantly reduced
maximum annual debt service (MADS) as compared to the previous
structure.

Metrics

Consistent with Criteria: Fitch rating-case senior debt service
coverage ratio (DSCR; average 1.55x and minimum 1.34x) are in line
with criteria guidance for standalone toll facilities in the 'BBB'
category, with junior debt average and minimum rating case DSCRs
of 1.33x and 1.21x, respectively, indicating the strong sub-
investment-grade credit quality of this lien.  The new debt
structure requires significantly less revenue growth over time in
order to fully service debt, with breakeven gross toll revenue
compounded annual growth rates (CAGR) being 0.78% and 1.45% at
senior and junior levels respectively.

Peers

New Structure Puts Issuer In-Line with Peers: Project metrics are
broadly in line with standalone facility peers with senior debt
rated in the low 'BBB' category, such as Foothills/Eastern
Transportation Corridor Agency (F/ETCA) and E-470 Public Highway
Authority.

RATING SENSITIVITIES

Negative -- Inability to Increase Tolls: SJTCA being unable to
implement inflationary toll increases without impacting traffic
would have a negative rating effect.

Negative -- Increasingly Volatile Demand Profile: traffic demand
proving more volatile than expected would put ratings under
pressure.

Positive -- Consistent Financial Outperformance: although near-
term positive rating changes are unlikely, a sustained performance
in terms of debt metrics above Fitch's base case could lead to
upward rating pressure on senior lien debt.

TRANSACTION SUMMARY

The senior and junior series 2014 bonds are expected to refund all
callable series 1993 and 1997 bonds, as well as $914 million
(maturity value) non-callable series 1997 bonds whose tender has
been accepted by SJHTCA.  The remaining $731.5 million of non-
callable series 1997 capital appreciation bonds (CAB) and
convertible capital appreciation bonds (CCAB) will be rolled into
the new structure and supported by a sinking fund.  The
transaction is expected to close on Nov. 6, 2014.  New senior and
junior lien bonds have been issued at a premium to yield 3.65%-
4.45% and 4.55%-4.80% depending on tenor, respectively.

SJHTCA is restructuring its debt to improve credit stability,
currently constrained by a sharp increase in annual debt service
over the period 2025-2035 that has effectively left the authority
in the position of needing to restructure its debt at some point
between now and that time.  The current restructuring extends and
smoothes the agency's debt service profile, and should remove need
for further restructurings in the future.  It reintroduces a rate
covenant of 1.30x on senior debt and also introduces a new rate
covenant of 1.10x on junior debt.

SJHTCA's ability to service debt is supported by a strong
reserving structure that envisages separate debt service reserve
funds (DSRF) at the senior level (funded up to 100% of MADS) and
junior level (funded to the lower of 10% of initial junior debt
par, 100% of MADS or 125% of current period debt service), a
supplemental reserve account funded up to 50% of total MADS
(unfunded at close), as well as a $15 million use and occupancy
fund (fully funded at close), among other things, to help meet
extraordinary maintenance costs.

Despite a 10.2% increase in average toll rates, FY2014
transactions were 26.5 million, 5.91% higher YoY, and gross toll
revenue increased 16.5% to $117.1 million.  FY2015 gross toll
revenue is projected to be $122.2 million though transactions are
forecast to decline 2.4% to 25.8 million.  For the 2000-2014
period, gross toll revenue grew at a 6.77% CAGR.  Despite this,
2014 transactions were essentially flat on 2000, with transactions
having experienced a CAGR of -0.05% over the period.  However,
over the same period average toll rates grew at a 6.82% CAGR.
Over the intervening period, transactions have followed the
general direction of the economy with declines in 2001, 2008,
2009, 2010, and 2013.  Transactions peaked at 31.1 million in 2007
since stabilizing at approximately 25.5 million annually.  The
overall stagnant performance in terms of transactions over the
period is largely a result of the aggressive toll rate increases
implemented, which have served to prime the revenue pump to the
detriment of volume.

Ahead of the proposed restructuring, SJHTCA has obtained an
updated T&R forecast from Stantec Inc. (Stantec), which envisages
a gross toll revenue CAGR of approximately 3.2%, which Fitch views
as relatively conservative in the context of historical revenue
performance on the toll road as well as continued regional
population growth.  Fitch has adopted Stantec's T&R forecast in
its base case, which reflects more conservative assumptions with
respect to ancillary violation, fee and interest earnings income.
In the Fitch base case, the DSCR calculated excluding reserve
drawings averages 1.70x, with a minimum of 1.42x for senior debt,
and averages 1.46x with a minimum of 1.21x for junior debt.

In its rating case, Fitch has adopted a more conservative T&R
projection reflecting the prospect of slower traffic growth (CAGR
of 0.23%).  In this scenario, senior DSCR averages 1.55x with a
minimum of 1.34x, while junior DSCR averages 1.33x with a minimum
of 1.21x.  Further supporting Fitch's ratings is the breakeven
analysis, which suggests that, under the proposed new debt
structure, SJHTCA will have only relatively limited dependence on
toll revenue growth, reflecting the strong cash reserve structure
available to support debt service.  The breakeven gross toll
revenue CAGRs at senior and junior levels, respectively, are 0.78%
and 1.45%, considerably below most long-term assumptions for
inflation of 2%-2.5%.


SECURITY NATIONAL: Nov. 12 Hearing on Bid to Use Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware, in a 28th
interim order, authorized Security National Properties Funding
III, LLC, et al., to use cash collateral in which the prepetition
agents and the lenders assert an interest.

Parties with an alleged interest in cash collateral are Bank of
America, N.A., in its capacity as administrative agent for itself
and other lenders under the prepetition credit agreement; Banc of
America Securities LLC, as sole lead arranger and sole book
manager.

The Debtors said that they do not have sufficient available
sources of working capital and financing to operate their business
in the ordinary course or to maintain their properties.

As adequate protection from any diminution in value of lenders'
collateral, the Debtor will grant the lender (1) replacement liens
on (i) all postpetition rents generated by the qualified
properties and (ii) the qualified properties; and (2) a
superpriority administrative expense claim status.

The Debtors are also directed to pay in cash or in kind any
accrued prepetition interest to the lenders at a non-default,
contract rate and will pay postpetition interest at a rate of 4.5%
per annum.

A final hearing is scheduled for Nov. 12, 2014, at 9:00 a.m.  At
the final hearing, the Court will consider the Debtors' request
for use of cash collateral until (i) Nov. 30, 2014, or (ii) at the
occurrence of a termination date.

                      About Security National

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser,
Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at
Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve
as the Debtors' counsel.  GCG Inc. serves as the Debtors' claims
and notice agent.  The Debtors' scheduled assets total $24,758,433
while scheduled liabilities total $354,657,501.

Judge Kevin Gross, on Oct. 7, 2014, confirmed the joint plan of
reorganization of the Debtors.

The U.S. Trustee for Region 3 has been unable to form an official
committee of unsecured creditors.


SECURITY NATIONAL: Court Approves Asset Purchase Agreements
-----------------------------------------------------------
The Bankruptcy Court approved the asset purchase agreement
executed between Security National Properties Funding III, LLC, et
al., and the Primary Refinancing Lender in connection with Primary
Transaction.  Objections were overruled.

As reported in the Troubled Company Reporter on Sept. 24, 2014,
the Debtors requested that the Court to:

   (a) approve the terms of the asset purchase agreements;

   (b) allow them to sell, transfer and convey the acquired
       assets to acquirers pursuant to the APAs free and clear
       of agreed encumbrances; and

   (c) approve the assumption and assignment procedures and allow
       the assumption and assignment of assigned contracts and
       leases.

The Debtors, Security National Properties Holding Company, LLC,
Security National Properties Servicing Company, LLC, Robin P.
Arkley and Bank of America, N.A., entered into a settlement
agreement that provided the template for a plan of reorganization.

The parties contemplated two channels for the conclusion of the
Chapter 11 cases:

     -- the debtor confirmation option, and
     -- the lender confirmation option.

If the agreed plan is confirmed pursuant to the debtor
confirmation option, the Security National parties will consummate
several refinancing transactions and deliver to Bank of America a
deficiency note, an Arkley guaranty and some net proceeds
covenants.

The refinancing transactions include:

   (a) A sale of the lots commonly referred to by the as the soup
       lots for no less than $1.8 million cash;

   (b) A refinancing of 28 properties, which involves loans
       sufficient to generate proceeds that are paid to Bank of
       America for no less than $124.8 million cash; and

   (c) A refinancing of the Alliance Bank Center, Hobby Lobby,
       Orchards Mall, Greenville Mall, and Heartland Mall
       properties, which involves a loan sufficient to generate
       proceeds that are paid to Bank of America no less than
       $24.8 million cash.

Security National completed the first of these transactions on
Sept. 8, 2014, when they closed the soup lots sale for $1,825,093.
Net proceeds have been remitted to Bank of America.

As a necessary step to implementing the remaining refinancing
transactions, and pursuant to asset purchase agreements, Security
National want to convey their real estate properties to special
purpose entities that are held under common ownership with them.

In particular, as contemplated in the primary refinancing
transaction, entities affiliated with Colony Capital, LLC, will
make loans to 28 separate bankruptcy remote entities created
solely to acquire the 28 properties being refinanced. The Colony
debt will be secured by mortgages, deeds of trust and similar
security instruments on the 28 properties, as well as assignments
of rents and leases. Additional credit support includes guarantees
being provided by non-debtor affiliates Mr. Arkley and SNP
Holding.

Furthermore, as contemplated in the secondary refinancing
transaction, Calmwater Capital 3, LLC, will make a loan to Five
Properties Holding Company, LLC, a bankruptcy remote entity
created solely to acquire the five previously listed commercial
properties.  The Calmwater debt will be secured by mortgages,
deeds of trust and similar security instruments on the five
properties, well as assignments of rents and leases.

                       Secondary Transaction

The Court approved the asset purchase agreements executed between
the Debtors and Five Properties Holdings Company, LLC, as buyer,
in connection with certain secondary transactions.

Copies of the orders are available for free at:

     http://bankrupt.com/misc/SecurityNat_1091_ord2ndsale.pdf
     http://bankrupt.com/misc/SecurityNat_1092_ordprimesale.pdf

                        About Security National

Eureka, California-based Security National Properties Funding III
LLC owns and operates 33 commercial office, retail, industrial and
other properties.  Security National and various affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 11-13277)
on Oct. 13, 2011.  Judge Kevin Gross presides over the case.
Donna L. Culver, Esq., Robert J. Dehney, Esq., Justin K. Houser,
Esq., Andrew R. Remming, Esq., and Gregory W. Werkheiser, Esq., at
Morris, Nichols, Arsht & Tunnell, in Wilmington, Delaware, serve
as the Debtors' counsel.  GCG Inc. serves as the Debtors' claims
and notice agent.  The Debtors' scheduled assets total $24,758,433
while scheduled liabilities total $354,657,501.

Judge Kevin Gross, on Oct. 7, 2014, confirmed the joint plan of
reorganization of the Debtors.

The U.S. Trustee for Region 3 has been unable to form an official
committee of unsecured creditors.


SM COMMERCIAL: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: SM Commercial Properties, LLC
        PO Box 6505
        Bend, OR 97708

Case No.: 14-20917

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 29, 2014

Court: United States Bankruptcy Court
       District of Idaho (Coeur d'Alene)

Judge: Hon. Terry L Myers

Debtor's Counsel: Stephen Brian McCrea, Esq.
                  POB 1501
                  Coeur d'Alene, ID 83816-1501
                  Tel: (208) 666-2594
                  Email: mccreaecf@cda.twcbc.com

Total Assets: $2.04 million

Total Liabilities: $1.64 million

The petition was signed by Michael Hulsey, member/manager.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/idb14-20917.pdf


SMURFIT-STONE CONTAINER: Mike McFadden Denies Part in Mill Closure
------------------------------------------------------------------
Pat Kessler, writing for CBS Minnesota, reports that Robin
Engelson, former Managing Director at Lazard Middle Market, has
denied a campaign ad from Democratic Sen. Al Franken that claims
that Republican U.S. Senate candidate Mike McFadden played a part
in the shutting down of a Smurfit-Stone Container Corp. mill that
resulted in layoffs.

CBS Minnesota relates that Mr. McFadden, who is on leave from
Lazard Middle Management, explained that his work as an investment
banker involved only advising businesses on financing and
refinancing, and never included operational decisions like plant
shutdowns.

Court documents provided by the McFadden campaign show that Lazard
Freres & Co. LLC, a different Lazard company, was employed as
financial and investment consultants for Smurfit-Stone and handled
part of the paper mill restructuring during Smurfit-Stone's
bankruptcy.

Mr. McFadden's Lazard Middle Market firm, CBS Minnesota notes,
claimed credit for the deal on its website and later removed it
when the ad started running.

According to CBS Minnesota, Sen. Franken claimed during a Sunday
debate that Mr. McFadden isn't telling the whole truth about the
shutdown, because the mill "closed because of a deal that Mr.
McFadden's company was advising on restructuring."

Alexandra Fetissoff, Sen. Franken's campaign communications
director, said in a statement, "Mike McFadden has yet to offer any
kind of explanation as to why his company, while he was CEO, took
credit for advising on this restructuring on their website, even
after being criticized for it a year and a half ago.  He and his
firm have had a year and a half to correct the record and only
abruptly scrubbed all mention of their work when this ad started
running."

                        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.


SPECIALTY HOSPITAL: US Trustee Announces New Committee Member
-------------------------------------------------------------
The U.S. Trustee for Region 4 announced that Alex Garrett of
Progressive Nursing Staffers of Virginia Inc. was replaced by the
contractor's chief financial officer Jim Narron as member of the
official committee of unsecured creditors of Specialty Hospital of
Washington, LLC.

The unsecured creditors' committee is now composed of:

     (1) Jim Narron
         Chief Financial Officer
         Progressive Nursing Staffers of Virginia, Inc.
         5531 Hempstead Way, Ste. B
         Springfield, VA 22151
         Phone: (703) 750-1010
         E-mail: jnarron@progressivenursing.com

     (2) Donald K. Tolson
         Vice President -? Finance & Administration
         Rappahannock Goodwill Industries, Inc.
         4701 Market Street
         P.O. Box 905
         Fredericksburg, VA 22408
         Phone: (540) 371-3070
         E-mail: Donnie.tolson@fredgoodwill.org

     (3) Jerry Carpenter
         Director of Credit/Cash Management
         Morrison Management Specialists, Inc.
         4721 Morrison Dr, Suite 300
         Mobile, AL 36609
         Phone: (251) 461-3020
         Fax: (251) 461-3193
         E-mail: jerrycarpenter@iammorisson.com

                    About Specialty Hospital

Specialty Hospital of America LLC operates nursing home
facilities and long-term acute care hospitals.

On April 23, 2014, an involuntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-
10935) was filed against Specialty Hospitals of Washington, LLC
("SHDC").

Capitol Hill Group and five other alleged creditors who signed the
involuntary bankruptcy petition are represented by Stephen W.
Spence, Esq., at Phillips, Goldman & Spence, in Wilmington,
Delaware.  Capitol Hill Group claims to be owed $1.66 million on a
lease for non-residential real property while another creditor,
Metropolitan Medical Group, LLC, claims $837,000 for physician
services.  The petitioners assert $2.69 million in total claims.

On May 9, 2014, the Delaware court transferred the case to
Washington, D.C. (Bankr. D.C. Case No. 14-00279).

On May 21, 2014, SHDC filed an answer and consent for relief under
Chapter 11.  Also on May 21, six affiliates of SHDC, including
Specialty Hospital of America, LLC filed for Chapter 11
protection.  The U.S. Bankruptcy Court entered an order directing
the joint administration the cases under Specialty Hospital of
Washington, LLC, Case No. 14-00279.

The Debtors announced plans to sell all of their assets in
exchange for a $15 million debtor-in-possession loan from Silver
Point Capital, which will allow the Debtors to continue operating
through the bankruptcy process.

Specialty Hospital of America estimated between $10 million and
$50 million in assets and between $50 million and $100 million in
liabilities in its bankruptcy petition.

The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP
as counsel.  Alvarez and Marsal Healthcare Industry Group, LLC,
serves as the Debtorsv financial advisor.  Cain Brothers &
Company, LLC, is the Debtorsv investment banker.

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


SPECIALTY PRODUCTS: Plan Approval Hearing Dec. 10; Outline Okayed
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved the adequacy of the disclosure
statement explaining the joint Chapter 11 plan of reorganization
filed by Specialty Products Holding Corp. and its debtor-
affiliates, which plan implements a settlement that provides for
the creation and funding of a trust to resolve asbestos-related
personal injury claims.

Creditors must cast their votes for the plan no later than 5:00
p.m. (prevailing Eastern Time), on Dec. 2, 2014.

The hearing to consider confirmation of the Plan is set for Dec.
10, 2014, at 3:30 p.m., (prevailing Eastern Time) at Courtroom 4B
at the U.S. Bankruptcy Court for the District of Delaware, J.
Caleb Boggs Federal Building, 844 North King Street, 4th Floor in
Wilmington, Delaware.  Objections, if any, must be filed by 5:00
p.m., (prevailing Eastern Time) on Dec. 2.

As reported in the Troubled Company Reporter on Oct. 27, 2014,
the asbestos trust to be created under the Plan will contain two
accounts for the resolution of Asbestos Personal Injury Claims and
payment of related Asbestos Personal Injury Trust Expenses: one
for holders of SPHC Asbestos Personal Injury Claims and one for
holders of NMBFiL, Inc., Asbestos Personal Injury Claims.  These
accounts will be funded as follows for the benefit of holders of
Asbestos Personal Injury Claims:

   * The trust account for holders of SPHC Asbestos Personal
     Injury Claims will be funded by (i) an aggregate of
     $447.5 million in cash paid by one or more of the SPHC
     Parties and International on the Effective Date and (ii) the
     SPHC Payment Note issued by the SPHC Parties and
     International as co-obligors.  The SPHC Payment Note will (a)
     bear no interest, (b) mature on the fourth anniversary of the
     Effective Date, (c) be secured by the SPHC Pledge, and (d)
     provide for the following scheduled principal payments to the
     Asbestos Personal Injury Trust, in each case, payable in the
     form of cash, shares of common stock of International or a
     combination thereof: (1) on or before the second anniversary
     of the Effective Date of the Plan, $102.5 million; (2) on or
     before the third anniversary of the Effective Date of the
     Plan, $120 million; and (3) on or before the fourth
     anniversary of the Effective Date of the Plan, $125 million.

   * The trust account for holders of NMBFiL Asbestos Personal
     Injury Claims will be funded by (i) an aggregate of
     $2.45 million in cash paid by one or both of NMBFiL and
     International on the Effective Date and (ii) the NMBFiL
     Payment Note issued to the Asbestos Personal Injury Trust by
     NMBFiL and International as co-obligors.  The NMBFiL Payment
     Note will be (a) in the principal amount of $50,000, (b)
     secured by the pledge of 100% of the equity of reorganized
     NMBFiL plus cash or a letter of credit and (c) due on the
     first anniversary of the Effective Date.

The Plan includes asbestos personal injury trust distribution
procedures for asbestos claims against each of (i) the SPHC
Parties and (ii) NMBFiL that describe a detailed process for
treating all claimants asserting Asbestos Personal Injury Claims
fairly and equitably.

A full-text copy of the Disclosure Statement dated Oct. 23, 2014,
is available at http://bankrupt.com/misc/SPHds1023.pdf

                      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.


SPECIALTY PRODUCTS: Asbestos PI Committee Has New Members
---------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, added new members
to the Creditors Committee of Asbestos Personal Injury Claimants
for Specialty Products Holdings Corp. and its debtor-affiliates.

The new members are:

  1) Myron Butler
     c/o James Ferraro
     The Ferraro Law Firm, P.A.
     4000 Ponce de Leon Blvd., Ste. 700
     Miami, FL 33146
     Tel: 305-375-0111
     Fax: 305-379-6222

  2) Deborah Papaneri
     as representative for the Estate of Charles Papaneri
     c/o Paul, Reicht & Myers, P.C.
     Attn: Robert B. Paul
     1608 Walnut St., Ste. 500
     Philadelphia, PA 19103
     Tel: 215-735-9200
     Fax: 215-735-3888

  3) James L. Mongolluzzo
     c/o Goldberg, Persky & White, P.C.
     Attn: Bruce E. Mattock
     1030 Fifth Ave.
     Pittsburgh, PA 15219
     Tel: 412-471-3980
     Fax: 412-471-8308

  4) Roy Leggett
     c/o Simon, Eddins & Greenstone, LLP
     Attn: Jeffrey B. Simon
     3232 McKinley Ave., Ste. 610
     Dallas, TX 75204
     Tel: 214-276-7680
     Fax: 214-276-2255

  5) Antonietta DiMeglio
     c/o Early & Strauss, LLC
     Attn: Ethan Early
     360 Lexington Ave., 20th Floor
     New York, NY 10017
     Tel: 216-575-0777
     Fax: 212-986-2255

  6) Lloyd H. Lohr
     c/o Kelly & Ferraro, LLP
     Attn: Constantine Paul Venizelos
     2200 Key Tower, 127 Public Square
     Cleveland, OH 44114
     Tel: 216-575-0777
     Fax: 216-575-0799

  7) David A. Kalil
     c/o Peter A. Kraus, Waters & Kraus, LLP
     3219 McKinney Ave.
     Dallas, TX 75204
      Tel: 214-357-6244
      Fax: 214-357-7252

  8) Priscilla Dillbeck
     as the estate representative for Victor Dillbeck
     c/o Gori Julian & Assoc., P.C.
     Attn: John Barry Julian
     156 N. Main St.
     Edwardsville, IL 62025
     Tel: 618-659-9833
     Fax: 618-659-9834

  9) Charles A. Wilson
     c/o Simmons Browder, et al.
     Attn: Perry J. Browder
     707 Berkshire Blvd.
     East Alton, IL 62024
     Tel: 618-259-2222
     Fax: 618-259-2251

10) Zkenek Machalka
     c/o Cooney & Conway
     Attn: John D. Cooney
     120 N. LaSalle, #3000
     Chicago, IL 60602
     Tel: 312-236-6166
     Fax: 312-236-3029

11) John Philip Eggers
     as representative for the Estate of Jane Young
     c/o Belluck & Fox, LLP
     Attn: Brian T. Fitzpatrick
     546 Fifth Ave., 4th Floor
     New York, NY 10036
     Tel: 212-681-1575
     Fax: 212-681-1574

12) Maci Parmley
     successor-in-interest to Harold Hudson
     c/o Brayton Purcell, LLP
     222 Rush Landing Rd.
     Novato, CA 94948
     Tel: 415-898-1555
     Fax: 415-898-1247

                      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.


SPX CORP: S&P Puts 'BB+' CCR on Watch Negative Over Spin-off News
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed all its ratings
on SPX Corp., including the 'BB+' corporate credit rating and
senior unsecured debt rating, on CreditWatch with negative
implications.  At the same time, S&P affirmed the ratings on SPX.

The CreditWatch Negative placement on Charlotte, NC-based
manufacturer SPX Corp. follows its announcement that it will spin
off its flow business and form two stand-alone companies, each of
which will consist of some combination of SPX's existing segments.
The company expects to complete the spin-off within 12 months.

"At this time, we believe there is some risk that SPX, or the new
flow firm, will not have the business risk profile and capital
structure that can support our 'BB+' rating," said Standard &
Poor's credit analyst Sarah Wyeth.

SPX expects leverage ratios to be similar to its current metrics,
which align with the "significant" financial risk profile.
However, S&P do not know what the specific capital structure will
be after the spin-off.  It is also unclear what the business risk
profile of the individual firms will be.  SPX intends to refinance
its existing credit facilities and for the future flow company to
assume its 6.875% senior notes due 2017, subject to consent from
the bondholders.

S&P expects to resolve the CreditWatch after evaluating the
business and financial impact of the transaction, financing
details, and management's financial policies and capital
structure.


STOCKTON, CA: Judge Approves Bankruptcy Exit
--------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that Judge Christopher Klein of the United States
Bankruptcy Court for the Eastern District of California in
Sacramento confirmed the debt-adjustment plan by the city of
Stockton, California, rejecting arguments that it unfairly
discriminated among creditors by chopping a mutual fund?s recovery
to near zero while shielding city retirees from any impairment at
all.

According to the report, Judge Klein said he found Stockton?s
proposed plan acceptable, noting that it eliminated the retirees?
health benefits.  ?This plan, I?m persuaded, is about the best
that could be done, or is the best that could be done,? he said,
the DealBook cited.

The DealBook related that Judge Klein cited the "significant
concessions" that Stockton's employees and retirees had made,
especially the cancellation of the retiree health plan, which he
said amounted to a $550 million loss.  Judge Klein, the DealBook
further related, said he had not changed his thinking that the
city is free to abrogate its contract with CalPERS in bankruptcy
and that CalPERS would be a mere unsecured creditor with no
special legal tools to improve its chance of recovery.

                     About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.

                       *     *     *

The Troubled Company Reporter, on Sep. 26, 2014, reported that
Moody's Investors Service has affirmed the long-term ratings of
the city of Stockton's (CA) water and sewer enterprises' debts at
Ba1. Moody's have also changed the outlook on the city's water
bond rating to developing from stable, while the developing
outlook on the sewer system's rating remains the same.


STOCKTON, CA: NCPERS Issues Statement on Bankruptcy Plan Approval
-----------------------------------------------------------------
Hank Kim, Esq., Executive Director and Counsel of the National
Conference on Public Employee Retirement Systems (NCPERS), on
Oct. 30 said in a statement:

"The National Conference on Public Employee Retirement Systems
(NCPERS) applauds Judge Christopher M. Klein's decision [Thurs]day
to accept Stockton, CA's Plan of Adjustment.  His ruling means the
city will be able to emerge from two years of financial
uncertainty with its public pensions and public safety services
intact.  Stockton was forced to file for bankruptcy in 2012 as a
last resort, after the Great Recession abruptly halted the city's
housing boom and Stockton effectively became ground zero for home
foreclosures.  It has been years since city employees have
received a raise, salaries for some employees have been cut by as
much as 23 percent, large numbers of employees have been laid off
and employees have already lost their retirement health benefits.
To further reduce pension benefits as part of a financial
reorganization plan would not only have been unfair to the city's
workers, but destructive to the city's reputation and its ability
to provide public services."

                            About NCPERS

The National Conference on Public Employee Retirement Systems
(NCPERS) is the largest trade association for public sector
pension funds, representing more than 550 funds throughout the
United States and Canada.  It is a unique non-profit network of
public trustees, administrators, public officials and investment
professionals who collectively manage more than $3 trillion in
pension assets.  Founded in 1941, NCPERS is the principal trade
association working to promote and protect pensions by focusing on
advocacy, research and education for the benefit of public sector
pension stakeholders.

                     About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.

                       *     *     *

The Troubled Company Reporter, on Sep. 26, 2014, reported that
Moody's Investors Service has affirmed the long-term ratings of
the city of Stockton's (CA) water and sewer enterprises' debts at
Ba1. Moody's have also changed the outlook on the city's water
bond rating to developing from stable, while the developing
outlook on the sewer system's rating remains the same.


TECOMET INC: Moody's Assigns B3 CFR & Rates New Secured Debt B2
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to Tecomet Inc.  Moody's
also assigned a B2 (LGD 3) rating to the company's proposed senior
secured first lien credit facilities, including a $520 million
senior secured first lien term loan and a $60 million senior
secured first lien revolver. Moody's also assigned a Caa2 (LGD 5)
rating to the company's proposed $190 million senior secured
second lien term loan. This is the first time Moody's has publicly
rated Tecomet, Inc. The outlook for the ratings is stable.

The proceeds from the senior secured credit facilities will be
used to buy Symmetry Medical Inc.'s OEM business, refinance
existing debt, and pay transaction fees and expenses.

All ratings are subject to review of final documentation.

Moody's assigned the following ratings:

Tecomet Inc.:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

  $60 million senior secured first lien revolving credit facility
  at B2 (LGD 3)

  $520 million senior secured first lien term loan at B2 (LGD 3)

  $190 million senior secured second lien term loan at Caa2
  (LGD 5)

Ratings Rationale

Tecomet's B3 Corporate Family Rating reflects Moody's expectation
that the company will operate with high financial leverage, modest
interest coverage and very high concentration among the its top
customers. Moody's also considered business risks associated with
the OEM business including volatility of medical device customer
and end-user demand. Further, Moody's rating also reflects event
risk associated with the Tecomet's aggressive financial policy and
acquisition strategy, and the substantial integration and
execution risks inherent in the consummation of the acquisition of
Symmetry Medical's OEM business, the largest acquisition in the
company's history. However, the ratings are supported by the sound
strategic rationale for the acquisition, given the combined
company's enhanced scale and market position in the highly
fragmented OEM business. Moody's expects the combination to
generate significant cost savings over the next 24 months. Moody's
also expects healthy free cash flow, as the business is
characterized by minimal bad debt expense and modest capital
investment needs.

Pro forma for the transaction, Moody's estimates that adjusted
debt to EBITDA would have been approximately 7 times for the
twelve months ended June 30, 2014, including 75% of management's
targeted acquisition cost synergies.

The stable outlook reflects Moody's expectation of good revenue
growth and cost savings opportunities following the acquisition of
Symmetry OEM, offset by integration and execution risks inherent
in consummating the largest acquisition in the company's history.

The ratings could be downgraded if the company faces top-line and
earnings pressure such that leverage does not decrease from pro
forma levels, or if operating margins, cash flow, or sources of
liquidity deteriorate. In addition, the ratings could be lowered
if the company does not achieve cost synergies, faces the loss of
a key customer or if the company engages in debt-financed
acquisitions or shareholder initiatives which increase financial
leverage.

The ratings could be upgraded upon successful integration of the
acquisition, and realization of synergies such that top-line
growth and credit metrics improve. More specifically, the ratings
could be upgraded if debt to EBITDA is expected to be sustained
below 5.5 times.

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

Headquartered in Wilmington, MA, Tecomet Inc. ("Tecomet") performs
contract manufacturing services, primarily for companies within
the medical device industry. The company manufactures a broad
range of medical devices, surgical instruments, and components
primarily focused within the orthopedic medical device market, as
well as for the cardiovascular, medical imaging, and spinal
markets. The company also manufactures specialized non-healthcare
products, primarily serving the aerospace industry. In August
2014, Tecomet agreed to acquire Symmetry Medical Inc.'s (NYSE:
SMA) Original Equipment Manufacturing ("OEM") Solutions business
("Symmetry"), one of its largest competitors. Tecomet is
privately-owned by financial sponsor Genstar Capital. On a pro
forma basis for the combination, the company generated net sales
of roughly $470 million for the twelve months ended June 30, 2014.


TECOMET INC: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Tecomet Inc. The outlook is stable.  At the same
time, S&P assigned a 'B' issue-level rating with a '3' recovery
rating to the new $580 million first-lien credit facility, which
includes an undrawn $60 million revolving credit line.  The '3'
recovery rating reflects S&P's expectation for meaningful (50%-
70%) recovery in the event of a payment default.  S&P also
assigned a 'CCC+' issue-level rating with a '6' recovery rating to
the new $190 million second-lien credit facility.  The '6'
recovery rating reflects S&P's expectation for negligible (0%-10%)
recovery in the event of a payment default.

"The rating reflects our expectation that Tecomet's leverage will
remain above 5x over the next few years and that the combined
company will remain a relatively small player in the context of
the broad contract manufacturing space, despite its leading market
position within the orthopedic precision manufacturing niche,"
said credit analyst Maryna Kandrukhin.

The stable outlook reflects S&P's expectation that Tecomet will
generate steady EBITDA growth and around $20 million to $25
million in discretionary cash flow as it realizes cost synergies
and grows its revenues at a mid-single-digit rate over the next 12
months.

Downside Scenario

S&P could lower its rating if the company's operating performance
deteriorates significantly as a result of a loss of one or more
large customers.  Such a scenario would encompass a mid-single-
digit revenue decline coupled with 500 bps in EBITDA margin
contraction and zero to negative cash flow generation.

Upside Scenario

While unlikely, S&P could consider a higher rating if the company
were able to reduce leverage below 5x while sustaining FFO to
total debt of above 12%.  The company can achieve such an
improvement is around $200 million of outstanding debt is repaid.
Equally important, S&P would need to believe that financial policy
would be consistent with the maintenance of improved credit
measures on an ongoing basis.


UNITED AMERICAN: Further Amends Standstill Pact With St. George
---------------------------------------------------------------
United American Healthcare Corporation entered into a Sixth
Amendment to Voting and Standstill Agreement with St. George
Investments, LLC, and The Dove Foundation.  St. George is an
affiliate of John M. Fife, who is the president, CEO, Chairman,
and controlling shareholder of the Company.

The Sixth Amendment further amends the Voting and Standstill
Agreement dated March 19, 2010, between the Company and St.
George, which was previously amended.

In connection with the Sixth Amendment, St. George and Dove have
agreed to forbear on exercising their rights to cause the Company
to purchase their respective shares of the Company's common stock,
and the Company has agreed to postpone the "Put Commencement Date"
until April 1, 2015.  As a result, the "Put Exercise Period" will
commence on April 1, 2014, and end on Sept. 30, 2015.

On Oct. 24, 2014, St. George elected to convert $55,118 of the
outstanding balance of the Secured Promissory Note issued by the
Company to St. George on Aug. 14, 2012, at the conversion price of
$0.004323 per share, whereupon the Company issued 12,750,000
shares of its common stock to St. George.

On Oct. 24, 2014, 2014, Dove elected to convert $8,646 of the
outstanding balance of the Unsecured Promissory Note issued by the
Company to St. George on Oct. 10, 2012, as disclosed in the
Quarterly Report on Form 10-Q filed by the Company on Nov. 9,
2012, and transferred by St. George to Dove on May 31, 2013,
pursuant to a Contribution and Assignment Agreement, as disclosed
in the Schedule 13D filed by Dove on July 9, 2013, at the
conversion price of $0.004323 per share, whereupon the Company
issued 2,000,000 shares of its common stock to Dove.

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

The Company disclosed a net loss of $769,000 on $3.23 million of
contract manufacturing revenue for the six months ended Dec. 31,
2013, as compared with net income of $82,000 on $3.83 million of
contract manufacturing revenue for the same period in 2012.

Bravos & Associates, CPA's, in Bloomingdale, Illinois, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company's liabilities and working capital
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2014, showed $14.95
million in total assets, $13.11 million in total liabilities and
$1.84 million in total shareholders' equity.


UNITED AMERICAN: Fife John Reports 68% Equity Stake
---------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Fife John and his affiliates disclosed that
as of Oct. 28, 2014, they beneficially owned 22,482,304 shares of
common stock of United American Healthcare Corp representing 68.04
percent of the shares outstanding.  St. George Investments, LLC,
beneficially owned 21,413,745 common shares.

On Oct. 24, 2014, St. George converted $55,118 of the outstanding
balance of the Note at the conversion price of $0.004323 per
share, whereupon the Issuer issued 12,750,000 shares of Common
Stock to St. George.

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

                       http://is.gd/e05Tdy

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

The Company disclosed a net loss of $769,000 on $3.23 million of
contract manufacturing revenue for the six months ended Dec. 31,
2013, as compared with net income of $82,000 on $3.83 million of
contract manufacturing revenue for the same period in 2012.

Bravos & Associates, CPA's, in Bloomingdale, Illinois, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company's liabilities and working capital
raise substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at March 31, 2014, showed $14.95
million in total assets, $13.11 million in total liabilities and
$1.84 million in total shareholders' equity.


VERMILLION INC: Appoints Valerie Palmieri as COO
------------------------------------------------
Vermillion, Inc., appointed Valerie Palmieri to the newly created
role of chief operating officer, reporting directly to Chief
Executive Officer James LaFrance.

Ms. Palmieri brings to Vermillion more than 30 years of experience
in the diagnostic laboratory industry, serving in numerous sales,
operations, and executive leadership positions for both laboratory
service and consulting organizations.  Prior to joining
Vermillion, Ms. Palmieri was president of MOMENTUM Consulting and
served as a strategic advisor to Vermillion for the past six
months.  Her leadership was instrumental in the opening in June of
ASPiRA Labs, Vermillion's CLIA certified lab.

In her new role, Ms. Palmieri will oversee the operations and
customer experience related to ASPiRA.  She will also be
responsible for developing the service offerings and
infrastructure necessary to support the growth of Vermillion's
business overall.

Prior to MOMENTUM, Ms. Palmieri served as CEO/president of two
healthcare start-ups that resulted in a successful exit for one
and won her recognition as one of the "Top 10 Entrepreneurs of
Springboard Enterprises" for the other.  She also spent six years
as national vice president of Anatomic Pathology Operations with
LabCorp/DIANON, the successor company to DIANON Systems where she
served as senior vice president of Operations.  During her tenure,
DIANON saw a six-fold increase in its share price and was sold to
LabCorp for $598 million in 2003.

James LaFrance, Chairman, president and CEO of Vermillion, Inc.,
stated, "Valerie's reputation as one of the strongest operators in
the lab services business is well deserved.  She has an
outstanding track record of delivering commercial results and
helping to create value for shareholders.  Her experience and
leadership will help guide Vermillion and ASPiRA through its
formative years as a lab service provider and help transform the
Company into a leading information and analytics company in
women's health."

Ms. Palmieri holds a Bachelor of Science degree in Medical
Technology from Western Connecticut State University.

The Company was party to a Consulting Agreement, dated April 30,
2014, with MOMENTUM pursuant to which MOMENTUM has provided
laboratory operations and commercialization consulting services to
the Company.  Ms. Palmieri is the sole owner of MOMENTUM.  The
Consulting Agreement was terminated as of Oct. 23, 2014.  Ms.
Palmieri will cease to be president of MOMENTUM in November 2014.
As of Oct. 28, 2014, the Company had made payments of $342,616 to
MOMENTUM for services provided pursuant to the Consulting
Agreement and expects to pay an additional $50,000 for services
received thereunder through Oct. 23, 2014.  Ms. Palmieri's
interest in the amount paid by the Company to MOMENTUM through
Oct. 28, 2014, was approximately $210,000.

In connection with the work performed under the Consulting
Agreement, the Company granted Ms. Palmieri 15,000 restricted
stock units in May 2014 and 10,000 RSUs in October 2014.  Of these
RSUs, 15,000 have fully vested and 10,000 have been forfeited.

Pursuant to the terms of an employment agreement, effective as of
Oct. 23, 2014, between the Company and Ms. Palmieri, the Company
will pay Ms. Palmieri an annual base salary of $300,000.  In
addition, Ms. Palmieri will be eligible for a bonus of up to 40%
of her base salary (prorated for partial years) for achievement of
reasonable performance-related goals to be defined by the
Company's Board of Directors.  The Employment Agreement also
entitles Ms. Palmieri to a one-time sign-on bonus of $50,000
payable on her first regular payday.

                          About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

Vermillion incurred a net loss of $8.81 million in 2013, a net
loss of $7.14 million in 2012 and a net loss of $17.79 million in
2011.

As of June 30, 2014, the Company had $23.51 million in total
assets, $5.76 million in total liabilities and $17.74 million in
total stockholders' equity.


VIGGLE INC: Secures $30 Million in Investment From CEO
------------------------------------------------------
Viggle Inc. has entered into a securities purchase agreement with
the Sillerman Investment Company, an entity owned by the Company's
Chief Executive Officer Robert F.X. Sillerman, to provide for $30
million of investment into the Company.  The Company intends to
use the net proceeds to repay $15,000,000 of existing indebtedness
and for working capital purposes including marketing, and to fuel
innovation for its marketing and rewards platform.

Under the terms of the securities purchase agreement, SIC III has
agreed to purchase certain securities issued by the Company for a
total of $30 million consisting of a $20 million line of credit
and the $10,000,000 in a new class of Series C Convertible
Preferred Stock.  The Series C Convertible Preferred Stock is
convertible into shares of the Company's common stock at $4 per
share.  Additionally, the Company has also agreed to issue to SIC
III warrants to purchase 1,500,000 shares of the Company's common
stock, as amounts are funded under the line of credit and for the
preferred stock.  The exercise price of the warrants will be 10%
above the closing price of the Company's shares on the date prior
to the issuance of the warrants.  Exercise of the warrants will be
subject to approval of the Company's stockholders.

Greg Consiglio, president and COO of Viggle Inc. said, "This
financing is a milestone for Viggle, as it will further drive our
initiative to become one of the largest and leading marketing and
rewards platforms.  We continue to find ways to engage our users
through fostering an ecosystem that is all-encompassing with the
most advanced features and functionalities to our avid fans and
users and this funding will help propel us further for future
opportunities.  This significant capital infusion from our Chief
Executive Officer, Mr. Sillerman, is indication of the Company's
personal commitment to driving our monetization efforts and
generating growth in the best value to our shareholders."

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle reported a net loss of $68.43 million on $17.98 million of
revenues for the year ended June 30, 2014, compared to a net loss
of $91.40 million on $13.90 million of revenues for the year ended
June 30, 2013.

The Company's balance sheet at June 30, 2014, showed $79.09
million in total assets, $39.29 million in total liabilities and
$39.80 million in total stockholders' equity.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2014.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2014, has a deficiency in working capital that raises substantial
doubt about its ability to continue as a going concern.


WESTLAKE VILLAGE PROPERTY: Claims Bar Date Set for Nov. 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
set Nov. 30, 2014, as deadline for creditors of and holders of
ownership interest to file proofs of claim against Westlake
Village Property LP.

All claims must be filed with the Clerk of the Court, United
States Bankruptcy Court, Central District of California, Northern
Division, 1415 State Street in Santa Barbara, California.

Westlake Village Property, LP, sought Chapter 11 bankruptcy
protection (Bankr. C.D. Cal. Case No. 14-bk-11980) in Santa
Barbara, California, on Sept. 9, 2014.  Westlake Village Property,
LP, is headquartered in Westlake Village, California.  It is a
Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B),
and estimated $10 million to $50 million in assets and $1 million
to $10 million in debt.

The case is assigned to Judge Deborah J. Saltzman.  The Company is
represented by Leslie A. Cohen, Esq., at Leslie Cohen Law PC, in
Santa Monica, California, as counsel.

An affiliate, Mid-Wilshire Property, LP sought bankruptcy
protection on Sept. 7, 2014 (Case No. 14-11960), which case is
also pending before Judge Saltzman.


WESTMORELAND COAL: Incurs $49.1 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $49.13 million on $337.83 million of revenues for
the three months ended Sept. 30, 2014, compared to a net loss of
$1.01 million on $176.79 million of revenues for the same period
in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $131.31 million on $805.98 million of revenues
compared to a net loss of $2.88 million on $500.73 million of
revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2014, showed $1.57
billion in total assets, $1.84 billion in total liabilities and a
$264.33 million total shareholders' deficit.

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

                         http://is.gd/adk03i

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss applicable to common
shareholders of $6.05 million in 2013, a net loss
applicable to common shareholders of $8.58 million in 2012 and a
net loss applicable to common shareholders of $34.46 million in
2011.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


YMCA MILWAUKEE: Taps Buelow Vetter to Handle Employment Matters
---------------------------------------------------------------
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., asks the bankruptcy court for permission to employ Buelow
Vetter Buikema Olson & Vliet, LLC, as special employment law
counsel, retroactive to June 4, 2014.

The Debtor has engaged Buelow Vetter as its outside counsel for
assistance on human resources and employment law matters for a
number of years.

The Debtor relate that the need to retain Buelow Vetter has
intensified as it downsizes and sells outlying facilities in an
effort to refocus its core mission on serving the Milwaukee
metropolitan area.

The primary professionals of Buelow Vetter who will be handling
the above matters and their current standard hourly rates are:

   Billing               Category                    Rate
   -------               --------                    ----
   Mary L. Hubacher      partner                     $295
   Daniel G. Vliet       partner                     $325

To the best of the Debtor's knowledge, Buelow Vetter
"disinterested persons" as defined in 11 U.S.C. Sec. 101(14) of
the Code.

                       About YMCA Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The cases are assigned to Judge Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


YMCA MILWAUKEE: Taps Wipfli to Complete 2013 Audit and Tax Work
---------------------------------------------------------------
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., et al., ask the Bankruptcy Court for permission to employ
Wipfli LLP as auditors and tax accountants, nunc pro tunc Sept.
22, 2014.

Wipfli has been the Debtors' auditors and tax preparers since
2009.  In January 2014, the Debtors entered into engagement
letters with Wipfli for the provision of annual audit services and
assistance in preparing and filing required tax forms.

Prior to the Petition Date, Wipfli had completed all of its audit-
related field work, which constitutes most of the audit services
contemplated by the agreements.  However, Wipfli had not completed
the actual audit report, nor had it performed the tax services
required by the agreements.

In this relation, the Debtors need Wipfli to complete the audit
and tax services as provided in the agreements.  Both BMO Harris
Bank and the Official Committee of Unsecured Creditors have
requested that the Debtors apply to employ Wipfli to finish the
2013 audit and tax work.

As of the Petition Date, the Debtors owed Wipfli approximately
$49,300 on account of the services it had already rendered under
the agreements.

The primary professionals of Wipfli who will be handling the
matters and their hourly rates are:

   Name                  Billing Category             Rate
   ----                  ----------------             ----
David Globig             partner                      $370
Craig Hirt               senior manager               $230
Paul Helmers             senior associate             $185
Megan Flynn              senior associate             $125

However, Wipfli will charge the Debtors a flat fee of $40,000 to
complete the audits and tax services.  The Debtors relate that if
they were compelled to hire a new accounting firm to perform
equivalent services, the cost would be in the range of $60,000 to
$80,000.

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

                        About YMCA Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The cases are assigned to Judge Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


YMCA MILWAUKEE: Wants to Sell Vacant Land for $1.33 Million
-----------------------------------------------------------
The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., asks the bankruptcy court for authorization to sell certain
vacant land located at 7333 South 27th Street in the City of
Franklin, County of Milwaukee, Wisconsin.

The Debtor has developed a restructuring plan that calls for the
sale of a majority of its owned real estate assets.

According to the Debtor, it has received an offer to purchase the
Land from 2014-27th Street Acquisition, LLC.  The Debtor submits
that the offer represents a reasonable value for the land and will
relieve the Debtor's estate of certain collateral costs.

The essential terms of the offer are:

   a) SA will pay $1,330,000 for the land;

   b) the land is being sold "as is" as to condition; and

   c) under the sale agreement, the Debtor is obligated to close
on or before Jan. 9, 2015.

                        About YMCA Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The cases are assigned to Judge Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


* Bonwick to Lead US Treasury, Fiscal Service Liquidation Program
-----------------------------------------------------------------
Bonwick Capital Partners, LLC on Oct. 29 announced its selection
by the United States Department of the Treasury, Bureau of the
Fiscal Service to liquidate a variety of domestic and foreign
securities acquired by other Federal Agencies.  The mission of the
Bureau of the Fiscal Service is to promote the financial integrity
and operational efficiency of the Federal Government through
exceptional accounting financial, collections, payments and shared
services.  The Bureau of the Fiscal Service receives securities on
behalf of other Government Agencies and is required to liquidate
securities in a timely manner and commercially reasonable fashion
so that it does not negatively impact the global capital or debt
markets.

               About Bonwick Capital Partners, LLC

Bonwick Capital Partners, LLC is a full-service Minority Owned and
Controlled Broker Dealer and Financial Services Company dedicated
to providing top tier service to institutional clients across
sales and trading, investment banking and corporate advisory.  The
Company's clients rely upon its deep industry knowledge of global
equities and fixed income capital markets, pricing and valuation
of fixed income securities including mortgage backed securities
and sophisticated securitized products, asset backed securities,
real estate securitizations, asset sales, loan sales, distressed
asset sales, financial risk management, strategic advisory
services, deal management, relative value analysis, and portfolio
analysis to assist them through the investment process, sourcing
deals, conducting due diligence, capital raises and business
solutions.  Bonwick has a diverse global client base which spans
five continents and these relationships allow us to address a wide
range of client needs across different time zones and cultures.
Bonwick is headquartered in New York City with offices in Chicago,
Los Angeles and Beijing.


* BOOK REVIEW: Risk, Uncertainty and Profit
-------------------------------------------
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at http://is.gd/al9gqP

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will
eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


                             *********

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.


                  *** End of Transmission ***