TCR_Public/141103.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 3, 2014, Vol. 18, No. 306

                            Headlines

3586 BOSTON ROAD: Judge Won't Disturb Order Allowing Foreclosure
676 ASSOCIATES: Case Summary & Largest Unsecured Creditor
ACADIA HEALTHCARE: Moody's Puts B1 CFR on Review for Downgrade
ADVANCED MICRO DEVICES: Files 2014 Third Quarter Form 10-Q
AGFEED INDUSTRIES: Ex-Execs Say Plan Shorts Them On Legal Costs

ALLIANT HOLDINGS: S&P Raises Rating on $800 Secured Debt to 'B+'
ALION SCIENCE: Suspending Filing of Reports with SEC
AMERICAN ENERGY-PERMIAN: S&P Rates $800MM Unsecured Notes 'CCC+'
AMERICAN REALTY: Moody's Puts (P)Ba1 Shelf Rating on Review
AUSTIN LAND: Case Summary & 6 Largest Unsecured Creditors

AUXILIUM PHARMACEUTICALS: Incurs $32.6MM Net Loss in 3rd Quarter
BACCA LLC: Case Summary & 3 Largest Unsecured Creditors
BANK OF THE CAROLINAS: Amends 458-Mil. Shares Resale Prospectus
BANK OF THE CAROLINAS: EJF Capital Reports 9.7% Equity Stake
BANK OF THE CAROLINAS: BSOF Master No Longer a Shareholder

BELLADOGGIE INC: Case Summary & 20 Largest Unsecured Creditors
BORDERS GROUP: 2nd Cir. Rejects Gift Card Holders' Appeal
CANBRIAM ENERGY: Moody's Rates $250MM Sr. Unsecured Notes Caa1
CANBRIAM ENERGY: S&P Assigns 'B-' Corp. Credit Rating
CARLOS COLLAZO: Gibson Dunn Can't Shake $150K Adversary Suit

CHARTER COMMUNICATIONS: Moody's Affirms Ba3 Corp. Family Rating
CHARTER COMMUNICATIONS: S&P Retains BB- CCR After Notes Upsize
CLOUDEEVA INC: Files Bankruptcy Plan; Nov. 13 Hearing on Outline
CRC HEALTH: Moody's Puts B3 CFR on Review for Upgrade
CTI BIOPHARMA: Sees $9MM Net Financial Standing at Sept. 30

DETROIT, MI: Ch. 9 Judge Wants Specifics On Settlements, Exit Plan
DEWEY & LEBOEUF: Court Rules in Clawback Suit Against Ex-Partners
DTS8 COFFEE: Joins 100% Colombian Coffee Program
DOLPHIN DIGITAL: Board Approves Amended Code of Ethics
DYNCORP INT'L: S&P Affirms 'B' CCR & Alters Outlook to Negative

ECOTALITY INC: Granted Until Dec. 26 to File Plan
ENDEAVOUR INT'L: Hires Kurtzman Carson as Administrative Agent
ENDEAVOUR INT'L: Taps Blackstone as Financial Advisor
ENDEAVOUR INT'L: Hires Opportune LLP as Crisis Managers and CRO
ENDEAVOUR INT'L: Names Richards Layton as Co-counsel

ENDEAVOUR INT'L: Hires Weil Gotshal as Attorneys
ENERGY FUTURE: U.S. Trustee Objects to Proposed E&Y Hiring
ENERGY FUTURE: Unit's Board Member Backs Auction Plans
ETHAN ALLEN: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
EURONET WORLDWIDE: S&P Assigns BB+ Rating on $350MM Notes

FLEX FINANCIAL: Business Registration Not Basis for Tossing Claim
FERROUS MINER: Judge Has 'Significant Doubts' About Ch. 11
FIRST MARINER: Confirmation Hearing Set for Dec. 8
GENERAL STEEL: Fails to Comply With NYSE's $1 Bid Price Rule
GENEX HOLDINGS: Moody's Affirms B3 Corporate Family Rating

GETTY PETROLEUM: Trustee Settles With Feds Over $700M Cleanup Bill
HERCULES OFFSHORE: S&P Revises Outlook to Neg. & Affirms 'B' CCR
I2A TECHNOLOGIES: Proposes Kornfield Nyberg as Counsel
IBCS MINING: Gets $2.5 Million Offer from Southern Coal
LDR INDUSTRIES: Has Until Nov. 7 to Sign Up Buyer

LEHMAN BROTHERS: In Debate with Washington Tobacco Deal Damages
LEHMAN BROTHERS: Investment Adviser Agasti Settles Suits
MF GLOBAL: Trustee Begins Distributions to Sec. & Unsec. Creditors
MOMENTIVE SPECIALTY: Signs Second Amended Shared Services Pact
MGM RESORTS: Incurs $20.3 Million Net Loss in Third Quarter

MOTORS LIQUIDATION: To Pay "Excess Distribution" to Unit Holders
NAVEX ACQUISITION: S&P Assigns 'B-' CCR; Outlook Stable
NORDEN PAPER: Case Summary & 6 Largest Unsecured Creditors
PACIFIC ETHANOL: Reports $3.7-Mil. Net Income in 3rd Qtr. 2014
PANAGES INVESTMENTS: Case Summary & 3 Unsecured Creditors

PORTER BANCORP: To Restate Second Quarter Form 10-Q
PROSPECT SQUARE: Has Approval to Sell Cincinnati Retail Center
QMX GOLD: Enters Into Forbearance Agreement with Third Eye
REGAL ENTERTAINMENT: Fitch Retains 'B+' IDR Over Special Dividend
REICHHOLD HOLDINGS: Asbestos Plaintiffs Object to Financing

RESIDENTIAL CAPITAL: Court Expunges $590,000 Quiroz Claim
REVEL AC: Judge Says Auction Loser Can't Void Brookfield Sale
RODENDO CONSTRUCTION: High Court Won't Mull Row With Puerto Rico
REVEL AC: Loser of Auction Files Appeal for Defunct Casino
SANMINA CORP: S&P Raises CCR to 'BB' on Improved Performance

SEARS HOLDINGS: Files Supplement to Units Rights Prospectus
SCIENTIFIC GAMES: Incurs $69.8 Million Net Loss in 3rd Quarter
SKYLINE MANOR: Can Proceed with Nov. 19 Auction
SOURCE HOME: Settles Job-Cut Notice Suit
SOVEREIGN ASSETS: Voluntary Chapter 15 Case Summary

SPX CORPORATION: Fitch Puts 'BB+' IDR on CreditWatch Negative
STANFORD GROUP: Tiger Woods Charities Fail to Kill Suit by Trustee
STAR DYNAMICS: Judge Tosses Chapter 11 and Nixes Sale
STOCKTON, CA: NCPERS Issues Statement on Bankruptcy Plan Approval
SUGAR LAND GARDENS: Case Summary & 20 Largest Unsecured Creditors

SUN BANCORP: EJF Capital Reports 5.5% Equity Stake
SUNDLAND INC: Future Claimants Must File Claim by Oct. 2016
SURTRONICS INC: Smith & Wade Files Notice of Plan Effective Date
SURTRONICS INC: Smith & Wade Seeks Compliance of Lease and Plan
SURTRONICS INC: Wade Parties Object Bid to Modify Confirmed Plan

SURTRONICS INC: Wade Parties Oppose Motion for Reconsideration
TASC INC: Moody's Puts 'B3' CFR on Review for Upgrade
TPF II POWER: S&P Assigns 'BB-' Rating on $1.6-Bil. Term Loan
TRANSGENOMIC INC: Incurs $384,000 Net Loss in Third Quarter
VARIANT HOLDING: Gets $10M DIP In Settlement With Creditor

VIGGLE INC: HitFix Becomes Premiere Platform Partner
WALLDESIGN INC: Centex Wants Relief From Automatic Stay
WILLIAM HAWKINS: Lavish Spending Tax Ruling Unlikely To Spread Far
WINSTED ROAD: Case Summary & 7 Largest Unsecured Creditors
YRC WORLDWIDE: Posts $1.2 Million Net Income in Third Quarter

ZOE USA HOLDINGS: Case Summary & 28 Largest Unsecured Creditors

* Supreme Court Hears Limits on Chapter 11 Appeals

* BOND PRICING: For The Week From October 26 to 31, 2014


                             *********


3586 BOSTON ROAD: Judge Won't Disturb Order Allowing Foreclosure
----------------------------------------------------------------
3586 Boston Road Realty Corp. filed a single asset real estate
bankruptcy case (Bankr. S.D.N.Y. Case No. 14-12080) on July 16,
2014 to stay a foreclosure sale scheduled to take place five days
later.  By Order dated September 11, 2014, the Court granted the
motion by 54, LLC to lift the automatic stay under Bankruptcy Code
Section 362(d)(1) and (2) to allow the sale to proceed.  Boston
Road has now moved to reargue the September Order pursuant to
Local Rule 9023-1(a).  Bankruptcy Judge Stuart M. Bernstein, in an
October 28, 2014 Memorandum Decision and Order available at
http://is.gd/oNvIihfrom Leagle.com, denied the Motion for
Reargument.

Boston Road owns commercial real property, its sole asset, located
at 3586 Boston Road in the Bronx.  On March 21, 2007, it executed
a Building Mortgage Note for $1,900,000 secured by a mortgage on
the Premises in favor of the Lender.  Following Boston Road's
default, the Lender commenced a foreclosure action in New York
State Court and obtained a Judgment of Foreclosure and Sale on May
8, 2014.  The Judgment included a monetary award in the sum of
$3,554,631.40 plus fees, costs, interest and maintenance. As of
the petition date, the Judgment plus post-judgment interest
totaled approximately $3.9 million.

The receiver for the Debtor's asset is represented by:


     Steven Y. Steinhart, Esq.
     KOSSOFF, PLLC
     217 Broadway
     New York, NY 10007-2909
     Tel: (212) 267-6364
     E-mail: systeinhart@kaulav.com


676 ASSOCIATES: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: 676 Associates, Inc.
        P.O. Box 3945
        New Hyde Park, NY 11040

Case No.: 14-12986

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 30, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Martin Glenn

Debtor's Counsel: Schuyler G. Carroll, Esq.
                  PERKINS COIE LLP
                  30 Rockefeller Plaza, 25th Floor
                  New York, NY 10112
                  Tel: (212) 262-6905
                  Fax: (212) 977-1636
                  Email: scarroll@perkinscoie.com

Total Assets: $825,000

Total Liabilities: $1.65 million

The petition was signed by Shahid "Bob" Rasul, president.

The Debtor listed Community National Bank as its largest unsecured
creditor holding a claim of $1.35 million.

A copy of the petition is available for free at:

              http://bankrupt.com/misc/nysb14-12986.pdf


ACADIA HEALTHCARE: Moody's Puts B1 CFR on Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Acadia Healthcare
Company, Inc., including the B1 Corporate Family Rating, under
review for downgrade following the announcement that the company
had signed a definitive agreement for the acquisition of CRC
Health Group, Inc. The transaction is valued at $1.175 billion,
including the debt of CRC Health. Moody's understands that the
transaction is expected to close in the first quarter of 2015.

Ratings on review for downgrade:

B1 Corporate Family Rating

B1-PD Probability of Default Rating

B3 (LGD 5) senior notes

Ratings affirmed:

SGL-2 Speculative Grade Liquidity Rating

The outlook has been changed to rating under review from stable.

Moody's rating review will focus on the financing package, the
timing and amount of expected synergies and the ability to reduce
leverage following the completion of the transaction. Despite the
commitment of Acadia to fund a portion of the transaction with
equity, Moody's expects that debt to EBITDA will initially
increase to about 5.0 times. Moody's review will also consider
Acadia's appetite for further debt financed transactions and risks
associated with the company's ability to successfully integrate
future as well recently completed acquisitions. This is a large
transaction that follows the July 2014 closing of the acquisition
of Partnerships in Care (PiC) for $662 million, which marked the
company's entrance into the United Kingdom.

Ratings Rationale

Acadia's B1 Corporate Family Rating reflects Moody's expectation
of continued EBITDA and cash flow growth as the company integrates
recently acquired facilities in its US operations and benefits
from planned additions to beds at existing facilities and at the
PiC facilities. However, Moody's anticipates that the company will
continue an active acquisition strategy, which will require
funding through a combination of debt, equity, and available cash.
The acquisition of PiC increased Acadia's scale and improved
diversification, both in terms of geography and revenue sources.
However, the rating also considers Moody's assessment of risks
associated with the entrance into a new market and the still
significant reliance on government reimbursement both in the
United States (Medicare and Medicaid) and in the United Kingdom
(National Health Service).

The principal methodology used in these ratings was Global
Healthcare Service Providers published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Acadia is a provider of inpatient behavioral health care services
providing psychiatric and chemical dependency services to its
patients in a variety of settings, including inpatient psychiatric
hospitals, residential treatment centers, outpatient clinics and
therapeutic school-based programs.


ADVANCED MICRO DEVICES: Files 2014 Third Quarter Form 10-Q
----------------------------------------------------------
Advanced Micro Devices, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $17 million on $1.42 billion of net revenue for the
three months ended Sept. 27, 2014, compared to net income of $48
million on $1.46 billion of net revenue for the three months ended
Sept. 28, 2013.

For the nine months ended Sept. 27, 2014, the Company reported a
net loss of $39 million on $4.26 billion of net revenue compared
to a net loss of $172 million on $3.71 billion of net revenue for
the nine months ended Sept. 28, 2013.

As of Sept. 27, 2014, the Company had $4.32 billion in total
assets, $3.79 billion in total liabilities and $535 million in
total stockholders' equity.

As of Sept. 27, 2014, the Company's cash, cash equivalents and
marketable securities of $938 million were lower compared to $1.2
billion as of Dec. 28, 2013.

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

                         http://is.gd/jRaMzq

                     About Advanced Micro Devices

Sunnyvale, California-based Advanced Micro Devices, Inc., is a
global semiconductor company.  The Company's products include x86
microprocessors and graphics.

Advanced Micro incurred a net loss of $83 million on $5.29 billion
of net revenue for the year ended Dec. 28, 2013, as compared with
a net loss of $1.18 billion on $5.42 billion of net revenue for
the year ended Dec. 29, 2012.

                          *     *     *

In August 2013, Standard & Poor's Ratings Services revised its
outlook on Advanced Micro to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded
the long-term Issuer Default Rating (IDR) for Advanced Micro
Devices Inc. (NYSE: AMD) to 'B-' from 'CCC'.  The upgrade
primarily reflects AMD's improved financial flexibility from
recent refinancing activity, which extends meaningful debt
maturities until 2019.

In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service
lowered Advanced Micro Devices' corporate family rating to B2 from
B1.  The downgrade of the corporate family rating to B2 reflects
AMD's prospects for weaker operating performance and liquidity
profile over the next year as the company commences on a multi-
quarter strategic reorientation of its business in the face of a
challenging macro environment and a weak PC market.


AGFEED INDUSTRIES: Ex-Execs Say Plan Shorts Them On Legal Costs
---------------------------------------------------------------
Law360 reported that former top executives of AgFeed Industries
Inc. objected to its proposed Chapter 11 liquidation plan, saying
it doesn't provide enough funds for anticipated litigation costs
in the wake of an $18 million U.S. Securities and Exchange
Commission settlement over alleged accounting fraud at the
industrial hog farmer.  According to the report, former CEO and
board member K. Ivan Gothner, onetime Chief Financial Officer and
Chief Accounting Officer Edward J. Pazdro and ex-CFO Clayton
Marshall all filed objections to AgFeed's proposed plan, saying it
improperly subordinates their claims for indemnification from
current and threatened litigation stemming from a purported fraud
in which revenues were inflated by $239 million in order to boost
the hog producer's stock price.

                      About AgFeed Industries

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

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

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

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

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

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


ALLIANT HOLDINGS: S&P Raises Rating on $800 Secured Debt to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its issue
rating on Alliant Holdings I LLC's senior secured facilities
(comprised of a $700 million term loan B due 2019 and a $100
million revolver due 2017) to 'B+' from 'B' and revised its
recovery rating on the debt facilities to '2' from '3'.  The '2'
recovery rating indicates S&P's expectation for substantial (70%
to 90%) recovery in the event of a payment default.  The higher
recovery score, despite steady debt levels, reflects a higher
enterprise valuation in S&P's simulated default scenario due to
earnings growth since Alliant's leveraged buyout by KKR in Dec.
2012 (the company has grown earnings more than 15% since that
time).  S&P's 'CCC+' senior unsecured debt rating and '6' recovery
ratings remain unchanged.

S&P's 'B' long-term corporate credit rating on the company remains
unchanged, supported by its fair business risk and highly
leveraged financial risk assessments.  The outlook is stable.

RATINGS LIST

                              Ratings
                              To            From
Alliant Holdings I, LLC
Counterparty Credit Rating
  Local Currency              B/Stable/--   B/Stable/--
Senior Secured
  Local Currency[1]           B+            B
  Recovery Rating[1]          2             3
Senior Unsecured
  Local Currency[1]           CCC+          CCC+
  Recovery Rating[1]          6             6

[1] Dependent Participant(s): JPMorgan Chase Bank N.A.


ALION SCIENCE: Suspending Filing of Reports with SEC
----------------------------------------------------
Alion Science and Technology Corporation filed with the U.S.
Securities and Exchange Commission a Form 15 to terminate the
registration of its common stock, par value $0.01 per share, Penny
Warrants for Common Stock exercisable at an exercise price of
$0.01; 10.25% Senior Notes due 2015; and Third-Lien Senior Secured
Notes due 2020.  As a result of the filing, the Company is not
anymore obligated to file periodic reports with the SEC.

                        About Alion Science

Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis.  Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.

Alion Science has been reporting losses for four consecutive years
from Sept. 30, 2010, to Sept. 30, 2013.  In 2013, Alion Science
incurred a net loss of $36.59 million.

The Company's balance sheet at June 30, 2014, showed $606.59
million in total assets, $825.21 million in total liabilities,
$61.03 million in redeemable common stock, $20.78 million in
common stock warrants, $130,000 in accumulated other comprehensive
loss and a $300.56 million accumulated deficit.

Deloitte & Touche LLP, in McLean, Virginia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Sept. 30, 2013.  The independent auditors noted
that the Company does not expect to be able to repay its existing
debt at their scheduled maturities.  The Company's financing
needs, its recurring net losses, and its excess of liabilities
over assets raise substantial doubt about its ability to continue
as a going concern, the auditors stated.

                           *     *     *

As reported by the TCR on Aug. 26, 2014, Standard & Poor's Ratings
Services raised its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'B-' from 'SD'.

"The rating action follows Alion's completed exchange offer and a
simultaneous refinancing transaction, whereby the company
refinanced nearly its entire capital structure, except for about
$24 million of 10.25% senior unsecured notes, which will mature in
February 2015," said Standard & Poor's credit analyst Jenny Chang.

In the May 23, 2014, edition of the TCR, Moody's Investors Service
affirmed, among other things, Alion Science & Technology
Corporation's ratings including the Caa2 Corporate Family Rating.
The affirmation of Alion's Caa2 corporate family rating reflects
the company's continued high leverage and weak interest coverage
metrics that are not anticipated to improve meaningfully in the
near-term, Moody's said.


AMERICAN ENERGY-PERMIAN: S&P Rates $800MM Unsecured Notes 'CCC+'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Oklahoma City-based American Energy-Permian Basin
LLC (AEPB).  S&P also affirmed its 'CCC+' issue-level rating ('6'
recovery rating) on AEPB's senior unsecured notes, and its 'BB-'
issue-level rating ('1' recovery rating) on its secured credit
facility.  S&P revised the rating outlook to negative from stable.
At the same time, S&P assigned its 'B' corporate credit rating to
AEPB's parent/holding company, American Energy Permian Holdings
LLC (AEPH).  S&P also assigned a 'CCC+' issue-level rating, with a
'6' recovery rating, to the $800 million exchangeable subordinated
junior notes due 2022 proposed by AEPH.

"The negative rating outlook reflects the potential for a
downgrade if AEPB does not improve financial leverage over the
next 12 months," said Standard & Poor's Scott Sprinzen.  "Although
we currently expect that growth in operating cash flow resulting
from substantially increased production will result in improved
coverage metrics by late 2015, we believe this could be
challenging if market conditions deteriorate," said Mr. Sprinzen.

S&P continues to assess AEPB's business risk profile as "weak,"
and its financial risk profile as "highly leveraged."  S&P views
AEPB's liquidity as "adequate" for now, given that S&P estimates
that liquidity sources will exceed uses by at least 1.2x over the
next 12 months and that sources will exceed uses even if forecast
EBITDA were to decline by 15%.  An important assumption underlying
this conclusion is that a substantial portion of planned capital
spending is discretionary.

S&P could lower the ratings if it no longer foresees that
debt/EBITDA will improve to below 5x beyond 2015.  The ratings
could also be jeopardized if the company does not maintain
adequate liquidity, with its cash position, credit availability,
and operating cash flow more than sufficient to support
development-related capital spending at least at maintenance
levels.

S&P currently views an upgrade as highly unlikely within the next
year.  AEPB's highly leveraged financial risk profile is the key
constraint for the rating.  An improvement in the financial risk
profile will be contingent upon the company reducing the level of
its debt-financed cash flow outspend such that leverage is
maintained significantly below current and expected levels.  Over
the longer term, S&P could reassess its view of AEPB's business
risk profile if the company were able to increase its proved
reserve base, proved developed percentage, and daily production
rate to levels more in line with the 'B+' rated peers.

American Energy Permian Basin LLC (AEPB) is an oil and gas
exploration and production (E&P) company focused on the Wolfcamp
Shale play, which is located in the central Midland Basin portion
of the Permian Basin in west Texas.  The company was formed to
purchase the assets and business of Enduring Resources for $2.5
billion in a transaction completed in July 2014.  Since closing
the Enduring acquisition, AEPB has completed additional
acquisitions and has entered into definitive agreements to acquire
additional assets -- for an aggregate purchase price of
approximately $726 million.  S&P expects the pending acquisitions
to close within the next few months and to be financed entirely
with debt.


AMERICAN REALTY: Moody's Puts (P)Ba1 Shelf Rating on Review
-----------------------------------------------------------
Moody's Investors Service placed the Baa3 senior unsecured rating
of American Realty Capital Properties, Inc. (ARCP) under review
for downgrade due to ARCP's announcement that its Audit Committee
found accounting discrepancies impacting the reported AFFO and
that its 2013 10-K and 1Q14 and 2Q14 10-Qs should no longer be
relied upon. Moody's rating action reflects the uncertainty
surrounding the effect on the rating from the accounting review.

Moody's review will focus on the ultimate impact on ARCP of the
accounting and legal review of its accounting irregularities, its
timely filing of 3Q14 financials, and implementation of better
financial controls.

The following ratings were placed under review for downgrade:

American Realty Capital Properties, Inc. -- Issuer rating Baa3;
senior unsecured shelf at (P)Baa3; subordinate shelf at (P)Ba1;
preferred stock shelf at (P)Ba1.

ARC Properties Operating Partnership, L.P. -- Senior unsecured
debt at Baa3.

Ratings Rationale

On October 29, 2014, ARCP announced that its Audit Committee
concluded its 2013 10-K and 1Q14 and 2Q14 10-Qs should no longer
be relied upon. Its conclusions were made after accounting and
legal investigations into its financial results. These accounting
irregularities precipitated the replacement of the company's CFO
and CAO. The accounting issues impact ARCP's reported AFFO due to
the manner in which non-controlling interests in earnings (and
related shares) was presented in the periods overstating AFFO and
understating net losses amounting to adjustments of approximately
$23 million. ARCP's access to the debt and equity capital markets
is curtailed until the financial inquiry is resolved. Although
ARCP stated it is currently in compliance with the financial
ratios in its debt covenants, it will be incumbent upon the
company to file 3Q14 financials by November 14 in order to prevent
potential covenant breaches for provisions entailing timely
submission of financials in its revolver and bond covenants.
Furthermore, this purposeful hiding of the accounting error
engenders questions about the company's credibility and
maintenance of investor trust.

A return to a stable outlook would reflect little to no change in
ARCP's financial metrics from those anticipated when the company
was assigned the Baa3 issuer rating, in addition to the resolution
of the accounting issues and timely filing of 3Q14 financials. A
rating downgrade would likely reflect any missteps in resolving
the accounting issue or questions surrounding further deficiencies
of internal controls; any unsecured bonds or bank lines covenant
compliance issues or resultant legal inquiries; in addition to
effective leverage above 60%; net debt/EBITDA over 8x; secured
leverage over its current 16%; fixed charge coverage below 2.5x..

Moody's last rating action for American Realty Capital Properties,
Inc. was on February 7, 2014 when Moody's assigned a Baa3 rating
with a stable outlook to ARC Properties Operating Partnership,
L.P's senior unsecured notes.

American Realty Capital Properties, Inc. (NASDAQ: ARCP) is a REIT
that is engaged in the ownership and acquisition of single-tenant,
free standing real estate properties. At June 30, 2014, ARCP owned
3,966 properties in 49 states plus Puerto Rico and Washington,
D.C. totaling 106.8 square feet and had total book assets of $21.3
billion and total equity of $10.6 billion.

The principal methodology used in these ratings was the Global
Rating Methodology for REITs and Other Commercial Property Firms
published in July 2010.


AUSTIN LAND: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Austin Land Investments LLC
        410 S. Rampart Blvd., Ste. 390
        Las Vegas, NV 89145

Case No.: 14-17279

Chapter 11 Petition Date: October 30, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Matthew C. Zirzow, Esq.
                  LARSON & ZIRZOW, LLC
                  810 S. Casino Center Blvd. #101
                  Las Vegas, NV 89101
                  Tel: 702-382-1170
                  Fax: 702-382-1169
                  Email: mzirzow@lzlawnv.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $100,000 to $500,000

The petition was signed by Debra R. Mitman, sole officer and
director of Capital Equities, Inc.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-17279.pdf


AUXILIUM PHARMACEUTICALS: Incurs $32.6MM Net Loss in 3rd Quarter
----------------------------------------------------------------
Auxilium Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $32.65 million on $109.62 million of net revenues
for the three months ended Sept. 30, 2014, compared to a net loss
of $28.60 million on $108.14 million of net revenues for the same
period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $125.12 million on $281.16 million of net revenues
compared to net income of $5.88 million on $274.83 million of net
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed $1.14
billion in total assets, $983.10 in total liabilities and $161.87
million in total stockholders' equity.

"We are very pleased with the continued momentum and strong
performance of the core growth products in our portfolio this
quarter, especially the XIAFLEX franchise, which more than doubled
in revenues over the same period in 2013.  Additionally, STENDRA
traction continues as the product is now the first and only
erectile dysfunction treatment approved to be taken approximately
15 minutes before sexual activity," said Adrian Adams, chief
executive officer and president of Auxilium.  "Given our recent
announcement of the proposed acquisition of Auxilium by Endo
International plc, we believe there is now an even greater
opportunity to fully realize our current and future products'
potential and drive significant shareholder value."

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

                         http://is.gd/8Dqlah

                           About Auxilium

Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a
fully integrated specialty biopharmaceutical company with a focus
on developing and commercializing innovative products for
specialist audiences.  With a broad range of first- and second-
line products across multiple indications, Auxilium is an emerging
leader in the men's healthcare area and has strategically expanded
its product portfolio and pipeline in orthopedics, dermatology and
other therapeutic areas.

Auxilium now has a broad portfolio of 12 approved products.  Among
other products in the U.S., Auxilium markets edex(R) (alprostadil
for injection), an injectable treatment for erectile dysfunction,
Osbon ErecAid(R), the leading device for aiding erectile
dysfunction, STENDRATM (avanafil), an oral erectile dysfunction
therapy, Testim(R) (testosterone gel) for the topical treatment of
hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting
implantable testosterone replacement therapy, XIAFLEX(R)
(collagenase clostridium histolyticum or CCH) for the treatment of
Peyronie's disease and XIAFLEX for the treatment of Dupuytren's
contracture.

The Company also has programs in Phase 2 clinical development for
the treatment of Frozen Shoulder syndrome and cellulite.

                           *     *     *

As reported by the TCR on May 7, 2014, Moody's Investors Service
downgraded the ratings of Auxilium Pharmaceuticals, Inc.,
including the Corporate Family Rating to B3 from B2.  "The
downgrade reflects Moody's expectations that declines in Testim,
Auxilium's testosterone gel, will materially reduce EBITDA
in 2014, resulting in negative free cash flow, a weakening
liquidity profile, and extremely high debt/EBITDA," said Moody's
Senior Vice President Michael Levesque.

The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings
Services raised its corporate credit rating on Auxilium
Pharmaceuticals Inc. to 'CCC+' following the announced
restructuring program and a $50 million add-on to its existing
first-lien term loan.


BACCA LLC: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Bacca, LLC
        21 Minges Creek Place
        Battle Creek, MI 49015

Case No.: 14-06918

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 30, 2014

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Hon. John T. Gregg

Debtor's Counsel: Steven L. Rayman, Esq.
                  RAYMAN & KNIGHT
                  141 E Michigan Avenue, Ste 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  Email: courtmail@raymanstone.com

Total Assets: $902,729

Total Liabilities: $1.64 million

The petition was signed by Mark R. Harvey, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/miwb14-06918.pdf


BANK OF THE CAROLINAS: Amends 458-Mil. Shares Resale Prospectus
---------------------------------------------------------------
Bank of the Carolinas Corporation filed an amended Form S-1
registration statement with the U.S. Securities and Exchange
Commission relating to the resale of up to 458,132,991 shares of
the voting common stock of the Company by AH Holdings LLC,
Allstate Insurance Company, BB&T Securities C/F John D. Russ, et
al.  The Company amended the Registration Statement to delay its
effective date.

The Company will not receive any proceeds from the sale of these
securities.

The Company's common stock is currently quoted on the OTCQB
marketplace maintained by OTC Markets Group Inc., under the symbol
"BCAR."  On Oct. 29, 2014, the last reported sales price for the
Company's common stock as reported on the OTCQB marketplace was
$0.60 per share.

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

                        http://is.gd/5opi5P

                     About Bank of the Carolinas

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

Turlington and Company, LLP, in Lexington, North Carolina, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has suffered recurring credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2013, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.

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

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


BANK OF THE CAROLINAS: EJF Capital Reports 9.7% Equity Stake
------------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, EJF Capital LLC and its affiliates disclosed
that as of Oct. 20, 2014, they beneficially owned 44,935,687
shares of common stock of Bank of the Carolinas Corporation
representing 9.7 percent of the shares outstanding.  A copy of the
regulatory filing is available at http://is.gd/goi4WR

                    About Bank of the Carolinas

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

Turlington and Company, LLP, in Lexington, North Carolina, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has suffered recurring credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2013, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.

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

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


BANK OF THE CAROLINAS: BSOF Master No Longer a Shareholder
----------------------------------------------------------
BSOF Master Fund L.P., Blackstone Strategic Opportunity Associates
L.L.C., et al., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that as of Oct. 20, 2014, they
ceased to be the beneficial owners of any shares of common stock
of Bank of the Carolinas Corporation.  The reporting persons
previously held 29,957,275 common shares at July 16, 2014.  A copy
of  the regulatory filing is available at http://is.gd/7oSrx7

                     About Bank of the Carolinas

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

Turlington and Company, LLP, in Lexington, North Carolina, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The independent
auditors noted that the Company has suffered recurring credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2013, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.

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

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


BELLADOGGIE INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Belladoggie, Inc.
        2900 Magazine Street
        New Orleans, LA 70115

Case No.: 14-12925

Chapter 11 Petition Date: October 30, 2014

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Hon. Jerry A. Brown

Debtor's Counsel: Leo D. Congeni, Esq.
                  CONGENI LAW FIRM, LLC
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: (504) 522-4848
                  Fax: (504) 581-4962
                  Email: leo@congenilawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Andrea Kim Dudek, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/laeb14-12925.pdf


BORDERS GROUP: 2nd Cir. Rejects Gift Card Holders' Appeal
---------------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Second
Circuit dismissed the appeals lodged by holders of unredeemed
consumer gift cards issued by the former book retailer BGI Inc.,
f/k/a Borders Group, Inc. and its affiliates.

The gift card holders seek to vacate a May 28, 2013 judgment of
the District Court (Andrew L. Carter, Jr., Judge) dismissing as
equitably moot their challenges to three Bankruptcy Court orders.

In the three challenged orders, the Bankruptcy Court (Martin
Glenn, Bankruptcy Judge) denied motions filed by the gift card
holders after Borders obtained confirmation of its liquidation
plan.  In those orders, the Bankruptcy Court found that the Plan
was substantially consummated, and (1) denied the motion of Eric
Beeman and Jane Freij for leave to file untimely proofs of claim;
(2) rejected and discharged Robert Traktman's untimely proof of
claim; and (3) denied as moot the motion for class certification
pursued by all three card holders, none of whom appeared in the
case until after the Plan was confirmed.

The District Court accepted the Bankruptcy Court's determination
that the Plan was substantially consummated and accordingly found
Appellants subject to a presumption that their appeals were
equitably moot.  Concluding further that Appellants had failed to
overcome that presumption, the District Court dismissed the
appeals.

"We affirm the District Court's ruling," said Circuit Judge Susan
L. Carney.

The Second Circuit relied on the analysis outlined in Frito-Lay,
Inc. v. LTV Steel Co. (In re Chateaugay Corp.), 10 F.3d 944 (2d
Cir. 1993) ("Chateaugay II"), which governs the Circuit's
equitable mootness analysis in Chapter 11 reorganizations and also
governs the Circuit's mootness analysis in Chapter 11
liquidations.

"We then conclude that Appellants are subject to the presumption
of mootness created by the liquidation Plan's substantial
consummation, and have failed to satisfy the five Chateaugay
factors, as would be necessary to rebut that presumption.
Accordingly, we hold that the District Court acted within its
discretion in dismissing these appeals as equitably moot," Judge
Carney said.

A copy of the Second Circuit's October 29, 2014 decision is
available at http://is.gd/5amBgLfrom Leagle.com.

                        About Borders Group

Borders Group operated book, music and movie superstores and mall
based bookstores under the Borders, Waldenbooks, Borders Express
and Borders Outlet names, as well as Borders-branded airport
stores in the United States.  At Jan. 29, 2011, the Company
operated 639 stores in the United States and 3 in Puerto Rico.
The Company also operated a proprietary e-commerce Web site --
http://www.Borders.com/-- launched in May 2008, which included
both in-store and online e-commerce components.

Borders Group Inc. and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. Lead Case No. 11-10614) in
Manhattan on Feb. 16, 2011.  David M. Friedman, Esq., David S.
Rosner, Esq., Andrew K. Glenn, Esq., and Jeffrey R. Gleit, Esq.,
at Kasowitz, Benson, Torres & Friedman LLP, in New York, served as
counsel to the Debtors.  Jefferies & Company's Inc. served as the
financial advisor.  DJM Property Management is the lease and real
estate services provider.  AP Services LLC served as the interim
management and restructuring services provider.  The Garden City
Group, Inc., acted as the claims and notice agent.

Attorneys at Morgan, Lewis & Bockius LLP, and Riemer & Braunstein
LLP, served as counsel to the DIP Agents.  Lowenstein Sandler
represented the official unsecured creditors committee for Borders
Group.

The Debtor disclosed $1.28 billion in assets and $1.29 billion in
liabilities as of Dec. 25, 2010.

Borders selected proposals by Hilco and Gordon Brothers to conduct
going out of business sales for all stores after no going concern
offers of higher value were submitted by the deadline.

In January 2012, Borders' First Amended Joint Chapter 11 Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection.  The Court confirmed the Plan filed by the Debtors
and the Official Committee of Unsecured Creditors at a Dec. 20,
2011 hearing.

The Debtors have been renamed BGI Inc.

Curtis R. Smith has been appointed as Liquidating Trustee of the
BGI Creditors' Liquidating Trust.  He is represented by Bruce
Buechler, Esq., Bruce S. Nathan, Esq., and Andrew Behlmann, Esq.,
at Lowenstein Sandler LLP.


CANBRIAM ENERGY: Moody's Rates $250MM Sr. Unsecured Notes Caa1
--------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Canbriam
Energy Inc's proposed US$250 million senior unsecured notes.
Moody's also assigned a B3 Corporate Family Rating (CFR), a B3-PD
Probability of Default Rating and a SGL-3 Speculative Grade
Liquidity rating to Canbriam. The rating outlook is stable. This
is the first time that Moody's has rated Canbriam.

The proceeds of the notes will be used to repay drawings under the
revolver and to fund Canbriam's capital expenditures.

Assignments:

Issuer: Canbriam Energy Inc

  Probability of Default Rating, Assigned B3-PD

  Speculative Grade Liquidity Rating, Assigned SGL-3

  Corporate Family Rating, Assigned B3

  Senior Unsecured Regular Bond/Debenture,Assigned Caa1(LGD4)

Outlook Actions:

   Outlook, Assigned Stable

Rating Rationale

Canbriam's B3 CFR reflects the company's small and concentrated
production base and high proportion of natural gas. The company
has established a favorable, albeit small, acreage position in the
Montney, which provides visible organic production and cash flow
growth potential. However, it will require significant outspending
of cash flow to develop, entailing execution risk and reliance on
external funding sources to finance. The rating also considers
Canbriam's low operating cost structure, low maintenance capital
expenditures and good leverage metrics.

Canbriam's SGL-3 Speculative Grade Liquidity Rating reflects
adequate liquidity. Pro forma for the October 2014 notes issuance,
Canbriam will have about C$160 million in cash and full
availability under its C$150 million revolver, which terms out May
31, 2015 and matures one year later. Cash on hand and full
drawings under the revolver will be insufficient to fund negative
free cash flow of about C$490 million through December 2015,
leaving the company reliant on equity funding from its sponsors or
access to debt or equity capital markets. Moody's expect Canbriam
to remain in compliance with its two financial covenants through
this period, although the margin of compliance will be tight
initially and dependent on execution of its capital and growth
plans. Alternate liquidity is limited as assets are pledged as
collateral to the secured revolving credit facility, although the
company's owned midstream assets could provide an alternate source
of liquidity.

Under Moody's Loss Given Default (LGD) Methodology, the US$250
million senior unsecured notes are rated Caa1, one notch below the
B3 CFR, because of the priority ranking of the C$150 million
secured borrowing base revolving credit facility in the capital
structure.

The stable outlook reflects Moody's expectation that production
and reserves will grow, and leverage metrics will improve to
levels in line with the rating. The rating could be upgraded if
Canbriam can successfully execute on its capital and growth plans
and increase its production above 15,000 boe/d, while improving
retained cash flow to debt towards 35%. The rating could be
downgraded if Canbriam's liquidity becomes strained or if it fails
to advance its development program.

Canbriam is a private Calgary, Alberta-based independent
exploration and production company with a focus on the Montney
formation of northwestern British Columbia. Canbriam is producing
roughly 7,500 boe/d and has about 38 million boe of proved
reserves (all production and reserves figures are net of
royalties).

The principal methodology used in these ratings was Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


CANBRIAM ENERGY: S&P Assigns 'B-' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-' long-
term corporate credit rating to Calgary, Alta.-based Canbriam
Energy Inc.  The outlook is positive.  At the same time, Standard
& Poor's assigned its 'CCC+' issue-level rating and '5' recovery
rating to the company's proposed US$250 million senior unsecured
notes.  The '5' recovery rating indicates S&P's expectation of
modest (10%-30%) recovery in its default scenario.  S&P's recovery
expectations are in the lower half of the 10%-30% range.

"The ratings on Canbriam reflect our assessment of the company's
small gas-focused reserves and production base, regional focus in
the Altares development area in the Montney play in British
Columbia, significant financing needs for executing the company's
growth strategy, and weak credit measures," said Standard & Poor's
credit analyst Aniki-Saha Yannopoulos.  S&P believes offsetting
these weaknesses are Canbriam's competitive full-cycle cost
profile and its expectation of increasing production, which will
increase cash flow as the company's production rises with a 20%
weight toward natural gas liquids (NGLs) and condensate.

Canbriam is an exploration and production (E&P) company focused on
unconventional natural gas and liquids (condensate and NGLs)
production from the Altares development area in the Montney play
in British Columbia.  Pro forma the notes offering, Canbriam will
have about C$375 million in adjusted debt.  Including S&P's
adjustments to debt (asset-retirement obligations and operating
leases), S&P expects the company to exit 2014 with 4.5x-5.0x debt-
to-EBITDA and funds from operations (FFO)-to-debt at 15%-25%.

The positive outlook reflects Standard & Poor's view that
Canbriam's strong production growth will significantly benefit the
credit measures.  Following the fully operational b-72-A
processing plant, S&P expects that production and cash flow will
be significantly stronger than the company's current operations.

S&P would take a positive rating action when Canbriam demonstrates
increasing production and cash flow as its processing plant
becomes fully operational, and S&P expects the company's
production to move in line with that of other 'B' rated E&P peers.
S&P could also take a positive action if Canbriam successfully
completes its IPO while executing its growth strategy.

S&P would revise the outlook to stable if it expects a significant
delay (by 8-12 months) in Canbriam's production growth, pressuring
cash flow significantly.  Also, if S&P expects the company's FFO-
to-debt remain below 30% in the next 12-15 months with no
expectation of improvement, an outlook revision to stable could
occur.


CARLOS COLLAZO: Gibson Dunn Can't Shake $150K Adversary Suit
------------------------------------------------------------
Law360 reported that a California bankruptcy judge refused to
dismiss a $150,000 clawback suit against Gibson Dunn in the
bankruptcy of the former CEO of Mariner Systems Inc., saying it
appeared the debtor had an interest in the funds.  According to
the report, the suit was brought by Chapter 7 trustee Beverly
McFarland against the law firm as an adversary proceeding in the
bankruptcy of debtor Carlos Miguel Collazo.  McFarland said the
postpetition transfer of $150,000 to the firm by CarQualifier, a
nonparty working with a company that Collazo started as a
successor to Mariner, was improper, the report related.

The case is McFarland v. Gibson Dunn & Crutcher LLP, case number
3:14-ap-03079, in the U.S. Bankruptcy Court for the Northern
District of California.

Collazo filed a chapter 11 petition (Bankr. N.D. Cal. Case No.
12-30217) on Jan. 23, 2012, staying both the Federal Litigation
and the State-Court Action.  The court appointed a chapter 11
trustee on Aug. 10, 2012.


CHARTER COMMUNICATIONS: Moody's Affirms Ba3 Corp. Family Rating
---------------------------------------------------------------
Moody's Investors Service upgraded the first lien credit facility
of Charter Communications Operating LLC (CCO), a wholly owned
subsidiary of Charter Communications, Inc. (Charter) to Baa3 from
Ba1 following the issuance of $3.5 billion of unsecured bonds by
CCO Holdings, LLC (CCOH), another wholly owned subsidiary of
Charter.

Moody's also affirmed Charter's Ba3 Corporate Family Rating (CFR),
the B1 rating on CCOH's unsecured bonds, and other instrument
ratings as shown. The outlook remains stable and a summary of the
action follows.

Charter Communications Operating, LLC

  Senior Secured Bank Credit Facility, Upgraded to Baa3 (LGD2)
  from Ba1 (LGD2)

  Outlook, Remains Stable

Charter Communications Inc.

  Corporate Family Rating, Affirmed Ba3

  Probability of Default Rating, Affirmed Ba3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Outlook, Remains Stable

CCO Holdings, LLC

  Senior Unsecured Bonds, Affirmed B1, LGD5

  Outlook, Remains Stable

Ratings Rationale

The upgrade of the CCO first lien debt incorporates the larger
than expected issuance of unsecured bonds to provide funding for
the purchase of assets pursuant to Charter's April 25, 2014,
agreement with Comcast Corporation (A3 positive). Based on
previously committed bank financing and the $3.5 billion unsecured
bond issuance, Moody's believes Charter has secured the bulk of
the financing necessary to execute its acquisition. Moody's
estimates first lien bank debt will comprise about 35% of the pro
forma debt capital structure, supporting a first lien rating of
Baa3, three notches above the Ba3 CFR.

Moody's also affirmed Charter's Ba3 CFR. Moody's estimates the
debt funded acquisition will increase Charter's leverage to the
low to 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. Furthermore, improved operating trends throughout 2014
provide evidence of traction with the company's initiatives to
improve its product set, which should lessen operational risk when
management integrates the new assets. Increased capital spending
to support EBITDA and subscriber growth contributed to a decline
in free cash flow to less than 2% of debt, but Moody's expects
EBITDA growth and free cash flow generation to facilitate a
decline in leverage over the next few years, as the company will
have largely completed the significant investment in Charter
assets prior to consummation of the acquisition.

Charter's leverage of approximately 4.7 times debt-to-EBITDA,
likely to increase to the mid 5 times, poses risk considering the
pressure on revenue from its increasingly mature core video
offering (which comprises about one-half of total revenue) and the
intensely competitive environment in which it operates,
incorporated in its Ba3 CFR. Charter's initiatives to enhance its
product set, especially the video offering, and expand its
recently implemented changes in selling strategy and
organizational structure, will keep operating and capital
expenditures elevated and pressure free cash flow throughout 2014,
but greater penetration of all products and continued expansion of
the commercial business should yield more EBITDA. Also, capital
intensity will likely moderate, albeit at a level higher than
peers, which could facilitate free cash flow expansion. The
company's substantial scale, which would expand with the proposed
acquisition, and Moody's expectations for operational improvements
and growth in both residential and commercial high speed data and
phone customers, along with the meaningful perceived asset value
associated with its sizeable (6 million) customer base, support
the rating, as does the company's good liquidity.

Charter's stable outlook incorporates expectations for pro forma
leverage to trend below 5.5 times debt-to-EBITDA and for the
company to generate positive free cash flow and maintain good
liquidity.

Moody's would likely downgrade ratings if another sizeable debt
funded acquisition, ongoing basic subscriber losses, declining
penetration rates, and/or a reversion to more aggressive financial
policies contributed to expectations for sustained leverage above
6 times debt-to-EBITDA or sustained low single digit or worse free
cash flow-to-debt.

Moody's would consider an upgrade with continued improvements in
both financial and operating metrics and a commitment to a better
credit profile. Specifically, Moody's could upgrade the CFR based
on expectations for sustained leverage below 4.5 times debt-to-
EBITDA and free cash flow-to-debt in the high single digit
percentage range, along with maintenance of good liquidity. A
higher rating would require clarity on fiscal policy, as well as
product penetration levels more in line with industry averages and
growth in revenue and EBITDA per homes passed.

One of the largest domestic cable multiple system operators
serving approximately 4.2 million residential video customers (6.1
million customers in total), Charter Communications, Inc.
maintains its headquarters in Stamford, Connecticut. Its annual
revenue is approximately $8.9 billion. On April 25, Charter
announced an agreement with Comcast Corporation whereby Charter
will acquire approximately 1.4 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 transfer approximately 1.5 million
and 1.6 million customers, respectively, 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 these ratings 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 Retains BB- CCR After Notes Upsize
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
rating on Stamford, Conn.-based cable provider Charter
Communications Inc. (BB-/Stable/--) remains unchanged following
the upsizing of its proposed senior unsecured notes to $3.5
billion from $1.5 billion (issued by CCOH Safari LLC).  The notes
are being issued in two tranches -- $1.5 billion of 5.5% notes due
2022 and $2.0 billion of 5.75% notes due 2024 -- proceeds will be
used to fund the acquisition of about 1.4 million subscribers from
Comcast.  Also unchanged are the 'B+' issue-level rating and '5'
recovery rating on the unsecured notes.  The '5' recovery rating
indicates S&P's expectation for modest (10% to 30%) recovery in
the event of payment default.  S&P's recovery expectations fall in
the upper half of the 10% to 30% range.

RATINGS LIST

Ratings Unchanged

Charter Communications Inc.
Corporate Credit Rating            BB-/Stable/--

CCOH Safari LLC
$1.5 bil. 5.5% notes due 2022
Senior Secured                     B+
  Recovery Rating                   5
$2 bil. 5.75% notes due 2024
Senior Secured                     B+
  Recovery Rating                   5


CLOUDEEVA INC: Files Bankruptcy Plan; Nov. 13 Hearing on Outline
----------------------------------------------------------------
Cloudeeva, Inc., a Delaware corporation, and Cloudeeva, Inc., a
Florida corporation, filed with the U.S. Bankruptcy Court for the
District of New Jersey their plan of reorganization and disclosure
statement dated October 7, 2014.

The Debtors seek to make payments in connection with certain debts
they owed as of the Petition Date, along with satisfying
Administrative Expense Claims in full on the Plan's effective
date.  The estimated amount of unpaid Administrative Expense
Claims is $976,967.

The Plan divides the Claims against and Interests in the Debtors
into these Classes:

   * Class 1 - Prestige Capital Corporation Secured Claim;

   * Class 2 - Cloudeeva Delaware's General Unsecured Claim;

   * Class 3 - BAPL Claim;

   * Class 4 - Cloudeeva Florida's General Unsecured Claim;

   * Class 5 - Priority Non-Tax Wage Claims Under 11 U.S.C.
               Section 507(a)(4);

   * Class 6 - Cloudeeva Delaware Equity Interests; and

   * Class 7 - Cloudeeva Florida Equity Interests.

Priority Tax Claims, the Secured Claim in Class 1, and Priority
Non-Tax Claims in Class 5 will be paid in full over time.  The
estimated amount of unpaid Priority Tax Claims is $1,014,701.

All holders of Allowed Unsecured Claims in Classes 2 and 4 will be
paid 50% of their Allowed Claims over five years.  Bartronics Asia
Pte Ltd. (BAPL), whose Claim is in Class 3, will be paid 50% of
its Allowed Claims over five years.  BAPL, a Singapore
corporation, owns 62% of Cloudeeva Florida.

Equity Interests in Classes 6 and 7 will be extinguished.

The Plan will be funded by cash on-hand on the Effective Date,
cash revenues derived from the Debtors' continued operations, and
investment of $1.15 million from Cloudeeva India Private Limited
or their designee, along with their guarantee of all payments to
be made under Plan, in exchange for the equity of the Reorganized
Debtors, as agreed in the parties' Plan Support Agreement.

The Reorganized Debtors will act as the Disbursing Agent for the
purposes of making distributions provided for under the Plan.

A hearing on the adequacy of the Disclosure Statement will be held
on November 13, 2014, at 2:00 p.m.

Copies of the Plan, the Disclosure Statement and the Plan Support
Agreement are available for free at:

   * http://bankrupt.com/misc/Cloudeeva_Plan_10072014.pdf
   * http://bankrupt.com/misc/Cloudeeva_DS_10072014.pdf
   * http://bankrupt.com/misc/Cloudeeva_PlanSupportA.pdf

                        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.


CRC HEALTH: Moody's Puts B3 CFR on Review for Upgrade
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Moody's Investors Service placed the ratings of CRC Health
Corporation under review for upgrade, including the company's B3
Corporate Family Rating, B3-PD Probability of Default Rating, B1
senior secured first lien credit facilities rating, and Caa1
senior secured second lien term loan rating. Moody's concurrently
affirmed CRC Health's speculative grade liquidity rating of SGL-2.
This action follows the announcement that CRC Health has entered
into a definitive agreement to be acquired by Acadia Healthcare
Company, Inc. ("Acadia") in a transaction valued at $1.175
billion.

Moody's expects the proposed acquisition to be funded through the
issuance of new debt and equity. Moody's understands that the
transaction is expected to close in the first quarter of 2015,
subject to regulatory review and customary closing conditions.
Moody's expects that at closing, all of CRC Health's outstanding
debt will be retired and that all of CRC Health's ratings will be
withdrawn.

The following ratings were placed under review for upgrade:

CRC Health Corporation:

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$65 million senior secured revolving credit facility, B1 (LGD 2,
25%)

$475 million senior secured first lien term loan, B1 (LGD 2, 25%)

$300 million senior secured second lien term loan, Caa1 (LGD 5,
75%)

The Speculative Grade Liquidity Rating of SGL-2 has been affirmed.

The outlook has been changed to rating under review from stable.

Ratings Rationale

The review for upgrade is based upon Moody's view that, should the
acquisition by Acadia be consummated, that CRC Health will become
part of an enterprise with a stronger overall credit profile (and
hence a potentially higher rating) than if CRC Health remains a
standalone company.

Excluding the possible acquisition by Acadia, CRC Health's current
B3 Corporate Family Rating reflects the company's very high
financial leverage and modest interest coverage. The ratings also
reflect the company's significant portion of revenue derived from
private payors. In addition, the ratings reflect Moody's
expectation that liquidity will remain good and debt repayment
will remain limited over the next 12 to 18 months. Moody's
acknowledges the progress the company has made in reducing costs
through its restructuring efforts. However, the company
experienced a setback with the closing of its New Life Lodge
facility that impacted CRC's revenue base and has delayed
anticipated improvements in the company's credit profile. The
rating benefits from the company's leading scale and strong market
position within a highly fragmented industry. The affirmation of
the Speculative Grade Liquidity Rating reflects Moody's
expectation that the company will maintain a good liquidity
profile, including good availability under the company's revolving
credit facility and good headroom under financial covenants.

The principal methodology used in this rating was Global
Healthcare Service Providers published in December 2011. 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 Cupertino, California, CRC Health Corporation is
a wholly owned subsidiary of CRC Health Group, Inc. CRC Health
provides treatment services to patients suffering from chronic
addiction diseases, behavioral and eating disorders, weight
management, and therapeutic programs for adolescents through
services ranging from short-term intervention programs to longer-
term residential treatment. CRC Health is owned by private equity
sponsor Bain Capital Partners, LLC. The company generated revenue
of approximately $429 million during the twelve months ended June
30, 2014.


CTI BIOPHARMA: Sees $9MM Net Financial Standing at Sept. 30
-----------------------------------------------------------
CTI BioPharma Corp. reported total estimated and unaudited net
financial standing of $9.1 million as of Sept. 30, 2014.  The
total estimated and unaudited net financial standing of CTI
Consolidated Group as of Sept. 30, 2014, was $9.8 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $2.5 million as of Sept. 30, 2014.

CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $2.8 million as of Sept. 30, 2014.

During September 2014, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.

During the month of September 2014, the Company's common stock, no
par value, outstanding decreased by 15,316 shares.  Consequently,
the number of issued and outstanding shares of Common Stock as of
Sept. 30, 2014, was 150,135,446.

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

                         http://is.gd/wu5AfO
                         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.


DETROIT, MI: Ch. 9 Judge Wants Specifics On Settlements, Exit Plan
------------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Steven Rhodes in
Michigan indicated that he wants the city of Detroit to delve into
specifics of its settlements with creditors and its exit financing
plan during closing arguments in the confirmation trial for its
plan to erase more than $7 billion in debt and reinvest in
essential services.  According to the report, Judge Rhodes
outlined issues he wants Detroit's attorneys to address during
closing statements.  In addition to details of the city's
settlements with creditors and its exit financing, the judge said
he wants to hear Detroit's counsel discuss the reasonableness of
consultants' fees and the justification for discrimination among
the classes of unsecured creditors, the report related.

As previously reported by The Troubled Company Reporter, citing
The Wall Street Journal, Judge Rhodes is expected on Nov. 7 to
rule on the city of Detroit's debt-adjustment plan.  Detroit's
largest municipal bankruptcy case could well end up as one of its
speediest compared with other large communities in financial dire
straits as it is at the tail end of a weeks-long trial to evaluate
the merits of its proposed restructuring plan to trim $7 billion
from $18 billion in long- term obligations identified in its
Chapter 9 bankruptcy filing on July 18, 2013, the Journal said.

                 About City of Detroit, Michigan

The City of Detroit, Michigan, weighed down by more than
$18 billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter 9
petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit estimated
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The City's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Hon. Steven Rhodes oversees the bankruptcy case.  Detroit is
represented by David G. Heiman, Esq., and Heather Lennox, Esq., at
Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day,
in Los Angeles, California; and Jonathan S. Green, Esq., and
Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone
PLC, in Detroit, Michigan.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.

A nine-member official committee of retired workers was appointed
in the case.  The Retirees' Committee is represented by Dentons US
LLP.  Lazard Freres & Co. LLC serves as the Retiree Committee's
financial advisor.

                           *     *     *

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

The Troubled Company Reporter, on Oct. 10, 2014, reported that
Moody's Investors Service has placed the City of Detroit's (MI)
Certificates of Participation (COPs) Ca rating on review for
possible downgrade. This action follows the recent settlement
announcement between the city and Syncora, which insures a portion
of the city's outstanding COPs. The settlement includes a cash
payment, as well as extended and optional stakes in city owned
assets. Moody's said it is likely that the recovery for creditors
will be below 35% and as a result consistent with a C rating. The
review will be resolved if and when a settlement with FGIC, the
other main insurer of the city's COPs liabilities, is made public.


DEWEY & LEBOEUF: Court Rules in Clawback Suit Against Ex-Partners
-----------------------------------------------------------------
Bankruptcy Judge Martin Glenn granted, in part, and denied, in
part, cross-motions for partial summary judgment in seven
partially consolidated adversary proceedings filed by Alan M.
Jacobs, as the Liquidating Trustee for the Dewey & LeBoeuf
Liquidation Trust, seeking to claw back compensation paid to
former partners of Dewey & LeBoeuf LLP, while the firm was
allegedly insolvent before it filed for bankruptcy.

The cross-motions raise novel and complex issues regarding the
application of fraudulent conveyance provisions section 548 of the
Bankruptcy Code and section 277 of the New York Debtor and
Creditor Law -- NYDCL -- to limited liability partners. The key
question, ultimately, is whether the Defendants may assert
affirmative defenses of "reasonably equivalent value" under the
Bankruptcy Code or "fair consideration" under the NYDCL based on
the value of the services the Defendants rendered on behalf of the
firm.

The Court held that the Defendants are entitled to summary
judgment dismissing the Trustee's claims under section 548(b) of
the Bankruptcy Code -- while it may seem counterintuitive, Dewey
must be treated as a "corporation" rather than as a "partnership"
for purposes of the Bankruptcy Code so the Complaint fails to
state a claim under section 548(b).

With regard to the Trustee's claims under section 548(a)(1)(B),
which by its terms provides a defendant with a "reasonably
equivalent value" defense, the Court granted summary judgment to
the Trustee, declaring that services rendered by a partner
pursuant to the partnership agreement do not constitute "value"
that may be considered under a "reasonably equivalent value"
defense.  The Court also granted summary judgment to the Trustee
on its section 548(a)(1)(B) claims determining that to the extent
the challenged transfers to the Defendants were made as returns of
former partners' capital contributions, the transfers were not
made on account of antecedent debts and therefore cannot be
construed as "reasonably equivalent value" as a matter of law.

As to the Trustee's NYDCL claims, the Court concluded below that
the Trustee is entitled to summary judgment declaring that section
277 of the NYDCL applies to a New York LLP such as Dewey and
subdivision (a) of that section applies to limited liability
partners of Dewey.  The Court held that the Defendants are
precluded from asserting the "fair consideration" defense they
raised in their motion to the Trustee's claw back claims to
recover compensation paid under the partnership agreement while
Dewey was insolvent. The only relevant inquiry on the NYDCL
claims, then, is the date of Dewey's insolvency, an issue not yet
resolved in these cases.

The Defendants first seek partial summary judgment declaring that
Dewey, a New York LLP, is a "corporation" debtor under the
Bankruptcy Code requiring that the Trustee's Bankruptcy Code
section 548(b) claims, which only applies to "partnership
debtor[s]," be dismissed.  They rely on the Code's definition of
"corporation," which includes a "partnership association organized
under a law that makes only the capital subscribed responsible for
the debts of such association."  They argue, alternatively, that
if Dewey is a "partnership debtor" subject to section 548(b), the
claims should still be dismissed because Defendants are not
"general partners" under that section.

The Defendants next assert that they are not "partners," but
"person[s] not [] partner[s]" entitled to a "fair consideration"
defense as a matter of law for purposes of NYDCL section 277. They
expressly concede that Dewey is a "partnership" under NYDCL
section 277, but they argue that Dewey's limited liability
partners are not "partners" who are subject to the strict standard
of subdivision 277(a).  They move in the alternative for partial
summary judgment declaring that even if they are "partner[s]" for
purposes of section 277(a), they are entitled to NYDCL section
278's "fair consideration" defense afforded to "purchasers," in
spite of NYDCL section 277(a)'s omission of a "fair consideration"
defense.

The Defendants also argue that they are entitled to the
"reasonably equivalent value" and "fair consideration" defenses
under the Bankruptcy Code and NYDCL, respectively, in two ways.
They seek partial summary judgment holding that they are entitled
to a credit for the fair value of the services they rendered while
partners of Dewey against their potential personal liability for
the alleged fraudulent transfers.  They said their services to
Dewey, in the form of billable hours worked, business generated,
fees collected, marketing, and client and practice development,
were "property" conveyed to Dewey that, in turn, provided "value"
for creditors that should necessarily be considered.  They also
argue that transfers that returned the former partners' capital
contributions after their respective departure dates from the firm
were made on account of antecedent debts under Dewey's partnership
agreement (the DLPA) and, therefore, are not avoidable.

The Trustee cross-moves for partial summary judgment declaring
that Dewey is a "partnership debtor" subject to section 548(b) of
the Code.  According to the Trustee, the NYPL provides an
exception to the limited liability shield afforded to LLP partners
for personal liability for wrongful conduct committed by a partner
or someone that partner supervises.  This exception, the Trustee
contends, precludes a New York LLP from being considered a
"corporation" under the Code because the partnership's debts are
not limited "only [to] the capital subscribed."  The Trustee
further argues that whether the Defendants are "general partners"
under section 548(b) is an issue of fact that requires
individualized analyses and is therefore outside the scope of
these cross-motions.

The Trustee also asserts that limited liability partners such as
the Defendants are subject to NYDCL section 277(a)'s strict
standard because Dewey, a New York LLP, is a "partnership" and the
Defendants, as Dewey's former partners, are "partners" for
purposes of that section.  The Trustee contends that the language
of the statute is unambiguous and does not contemplate the
exclusion of LLP partners from its application.  Other provisions
of the NYDCL do distinguish amongst types of partners (i.e.
general and limited), but the legislature chose not to do so in
section 277.

The Trustee also cross-moves for partial summary judgment
declaring that the Defendants are not entitled to a "value"
defense under the Code or the NYDCL because (1) under the "no
compensation rule" employed by New York, the Defendants are not
entitled to compensation outside of their partnership interest for
services rendered pursuant to the DLPA, and (2) the return of
former partners' capital contributions are equity distributions,
not made on account of antecedent debts.  The Trustee further
seeks partial summary judgment precluding the Defendants from
bringing a "fair consideration" defense because as former partners
in Dewey, the Defendants are "insiders" and thus any transfer made
to them while Dewey was insolvent are presumed to lack the
requisite good faith.

The case is, ALAN M. JACOBS, as Liquidating Trustee of the Dewey &
LeBoeuf Liquidation Trust, Plaintiff, v. JOHN J. ALTORELLI,
Defendant. ALAN M. JACOBS, as Liquidating Trustee of the Dewey &
LeBoeuf Liquidation Trust, Plaintiff, v. DAVID R. GREENE,
Defendant. ALAN M. JACOBS, as Liquidating Trustee of the Dewey &
LeBoeuf Liquidation Trust, Plaintiff, v. L. LONDELL McMILLAN,
Defendant. ALAN M. JACOBS, as Liquidating Trustee of the Dewey &
LeBoeuf Liquidation Trust, Plaintiff, v. STEVEN P. OTILLAR,
Defendant. ALAN M. JACOBS, as Liquidating Trustee of the Dewey &
LeBoeuf Liquidation Trust, Plaintiff, v. MICHAEL STEELE,
Defendant. ALAN M. JACOBS, as Liquidating Trustee of the Dewey &
LeBoeuf Liquidation Trust, Plaintiff, v. RONALD W. ZDROJESKI,
Defendant. ALAN M. JACOBS, as Liquidating Trustee of the Dewey &
LeBoeuf Liquidation Trust, Plaintiff, v. TERRENCE MAHONEY,
Defendant, Adv. Proc. Nos. 14-01015 (MG)., 14-01797 (MG), 13-01772
(MG), 14-01818 (MG), 14-01795 (MG), 14-01794 (MG), 14-01817 (MG)
(Bankr. S.D.N.Y.).

A copy of Judge Glenn's October 29, 2014 Memorandum Opinion is
available at http://is.gd/v95plqfrom Leagle.com.

Defendant Terrence Mahoney is represented by:

     Howard P. Magaliff, Esq.
     RICH MICHAELSON MAGALIFF MOSER, LLP
     340 Madison Avenue, 19th Floor
     New York, NY 10173
     Toll Free: 877-373-6811
     New York: 212-220-9402
     Fax: 212-913-9642
     E-mail: hmagaliff@r3mlaw.com

                      About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DTS8 COFFEE: Joins 100% Colombian Coffee Program
------------------------------------------------
DTS8 Coffee Company, Ltd., disclosed that pursuant to a Trademark
License Agreement with the Federacion Nacional de Cafeteros del
Colombia/ Colombian Coffee Growers Federation, it has been granted
a license to use the triangular logo representing Juan Valdez(R)
and his mule 'Conchita' to identify "Don Manuel brand as "100%
Colombian coffee" in China.  Accordingly, DTS8 as roaster of the
premium gourmet coffee is committed to high quality standards,
importance of origin and respect for the Colombian coffee farmers.

Mr. Sean Tan, CEO of DTS8 stated, "Being granted approval to use
Juan Valdez(R) and his mule 'Conchita' to identify 100% Colombian
Coffee logo in China is a strong endorsement of our coffee quality
and artisan roasting operations.  Our commitment to quality,
origin and farmers; bodes well for our future marketing strategies
and revenue growth with the sale the iconic ?Don Manuel, 100%
Colombian coffee'."

                         About DTS8 Coffee

DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd.  On
April 30, 2012, the Company acquired 100 percent of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.

DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008.  DTS8 Coffee's
office and roasting factory is located in Shanghai, China.  DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China.  It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.

DTS8 Coffee incurred a net loss of $2.31 million on $310,003 of
sales for the year ended April 30, 2014, as compared with a net
loss of $1.11 million on $253,790 of sales during the prior year.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification in its report on the Company's financial statements
for the year ended April 30, 2014, citing that the Company has
suffered recurring losses from operations, which raises
substantial doubt about its ability to continue as a going
concern.

The Company's balance sheet at July 31, 2014, showed $3.37 million
in total assets, $972,440 in total liabilities, all current, and
$2.39 million in total stockholders' equity.

"At July 31, 2014, the Company had an accumulated deficit in
addition to limited cash, limited revenue and unprofitable
operations.  For the three months ended July 31, 2014, the Company
sustained net losses.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern for a reasonable period of time," the Company stated
in the Form 10-Q for the period ended July 31, 2014.


DOLPHIN DIGITAL: Board Approves Amended Code of Ethics
------------------------------------------------------
The Board of Directors of Dolphin Digital Media, Inc., approved
the Amended and Restated Code of Ethics of Dolphin Digital Media,
Inc.  A copy of the Code of Ethics is available for free at:

                        http://is.gd/krFWSM

                       About Dolphin Digital

Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment.  By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.

As of June 30, 2014, Dolphin Digital had $1.09 million in total
assets, $8.95 million in total liabilities, all current, and a
$7.85 million total stockholders' deficit.

Dolphin Digital incurred a net loss of $2.46 million in 2013
following a net loss of $3.38 million in 2012.

Crowe Horwath LLP, in Fort Lauderdale, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred net losses, negative cash flows from
operations and does not have sufficient working capital.  These
events raise substantial doubt about the Company's ability to
continue as a going concern.


DYNCORP INT'L: S&P Affirms 'B' CCR & Alters Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on U.S.-based military contractor DynCorp
International Inc. (DI) and revised the rating outlook to negative
from stable.

At the same time, S&P revised the recovery rating on the company's
secured debt to '1' from '2', indicating its expectation for very
high recovery (90%-100%) in a simulated payment default scenario.
As a result, S&P raised the issue-level rating on the debt to
'BB-' from 'B+'.

The company's unsecured debt rating remains unchanged at 'CCC+',
with a '6' recovery rating, indicating S&P's expectation for
negligible (0%-10%) recovery in a payment default.

"The outlook revision reflects the potential that DI's credit
metrics could worsen because of difficult operating conditions,
including troop withdrawals in Afghanistan and increased price
competition for new awards," said Standard & Poor's credit analyst
Chris Mooney.

S&P continues to expect DI to generate positive cash flow over the
next two years, although less than it had previously expected,
which the company will likely apply toward debt reduction, or
possibly acquisitions.  However, it is unclear whether this will
be enough to offset the impact of lower earnings on key credit
metrics.  S&P's base case assumes that debt to EBITDA will be
between 6x and 7x in 2015, but it could lower the rating if this
ratio rises above 7x for a sustained period.

DI is seeking an amendment to its secured credit facility, which
ill loosen financial covenants through maturity in 2016, as
anticipated.  Without the amendment, the company would have likely
been in violation of covenants at the end of the third quarter of
2014.  The amendment also includes a provision for a one-time add-
back of up to $35 million related to a contract.  While this type
of charge is unusual for DI, it does represent reduced prospects
for future cash flow.  In conjunction with the amendment, the
revolver will shrink to about $145 million from $181 million.
Still, S&P believes the company still has ample liquidity to
handle operational and financial obligations over the next year.

The negative rating outlook reflects uncertainty about future
earnings and cash flow because of significant exposure to lower
U.S. defense spending and shifting U.S. foreign policies, combined
with increased competition for new awards.  Still, S&P's base case
assumes that continued debt reduction will largely offset the
impact of lower sales and earnings on key credit ratios, with debt
to EBITDA remaining between 6x-7x in 2015.

S&P could lower the rating if debt to EBITDA rises above 7x for a
sustained period, which could be caused by greater-than-expected
operating difficulties, including the loss of key contracts or
lower margins, or debt reduction less than S&P expects.  A
deterioration in the company's liquidity profile, including
covenant violations that cannot be cured, could also result in a
downgrade.  Although less likely, S&P could also lower the rating
if the company's competitive position deteriorates, causing S&P to
change its business risk assessment to "vulnerable."

S&P could revise the outlook to stable if the percent of FFO to
debt remains in the high single digits and debt to EBITDA remains
below 6x for a sustained period, which could result from new
contract awards and margin improvement.


ECOTALITY INC: Granted Until Dec. 26 to File Plan
-------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Bankruptcy Judge Madeleine C. Wanslee in
Phoenix extended Ecotality Inc.'s exclusive period to file a plan
until Dec. 26, but said she is not inclined to grant any further
extension of exclusivity.  According to the report, the company
and the Official Committee of Unsecured Creditors initially filed
a liquidating plan in July, which plan they later substituted with
a reorganization plan to be sponsored by Car Charging Group Inc.,
which previously purchased the business.

                      About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


ENDEAVOUR INT'L: Hires Kurtzman Carson as Administrative Agent
--------------------------------------------------------------
Endeavour International Corporation and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Kurtzman Carson Consultants LLC as
administrative agent, nunc pro tunc to the Oct. 10, 2014 petition
date.

Pursuant to the Engagement Agreement, the Debtors propose that
Kurtzman Carson provide certain professional services that may be
outside of the scope of 28 U.S.C. section 156(c) (the
"Professional Services"), including, without limitation, the
following:

   (a) assisting with solicitation, balloting and tabulation of
       votes in connection with any chapter 11 plan proposed, and
       in connection with such services, processing requests for
       documents from any parties in interest;

   (b) preparing the certification of votes of any proposed
       chapter 11 plan submitted in connection with these chapter
       11 cases in accordance with any solicitation order to be
       issued by the Court and testifying in support of such
       certification;

   (c) attending related hearings, as may be requested by the
       Debtors or their counsel;

   (d) managing any distribution pursuant to any confirmed plan
       prior to the effective date of such plan;

   (e) preparing fee applications for Professional Services in
       accordance with any required procedures approved by the
       Court; and

   (f) performing other administrative services as may be
       requested by the Debtors that are not otherwise allowed
       under the order approving the Section 156(c) Application.

Kurtzman Carson will be paid at these discounted hourly rates:

       Executive Vice President          Waived
       Senior Managing Consultant        $180
       Solicitation and
       Notification Manager              $170-$175
       Senior Consultant                 $125-$165
       Consultant                        $75-$125
       Project Specialist                $50-$80
       Call Center Operator I            $45
       Technology/Programming
       Consultant                        $45-$85
       Clerical                          $30-$45

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

Prior to the Petition Date, the Debtors provided Kurtzman Carson a
retainer in the amount of $10,000.

Evan J. Gershbein, senior vice president of Corporate
Restructuring Services for Kurtzman Carson, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Nov. 10, 2014, at 10:00 a.m.  Objections, if any,
are due Nov. 3, 2014, at 4:00 p.m.

Kurtzman Carson can be reached at:

       Drake D. Foster
       KURTZMAN CARSON CONSULTANTS, LLC
       2335 Alaska Ave.
       El Segundo, CA 90245
       Tel: (310) 823-9000
       Fax: (310) 823-9133
       E-mail: dfoster@kccllc.com

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

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.  The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).

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

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.


ENDEAVOUR INT'L: Taps Blackstone as Financial Advisor
-----------------------------------------------------
Endeavour International Corporation and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Blackstone Advisory Partners L.P. as financial
advisor, nunc pro tunc to the Oct. 10, 2014 petition date.

The Debtors require Blackstone Advisory to:

   (a) assist in the evaluation of the Debtors' businesses and
       prospects;

   (b) assist in the development of the Debtors' long-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Debtors' Board of Directors, various
       creditors and other third parties;

   (d) analyze the Debtors' financial liquidity and evaluate
       alternatives to improve such liquidity;

   (e) analyze various restructuring scenarios and the potential
       impact of these scenarios on the recoveries of those
       stakeholders impacted by the Restructuring;

   (f) provide strategic advice with regard to restructuring or
       refinancing the Debtors' Obligations;

   (g) evaluate the Debtors' debt capacity and alternative capital
       structures;

   (h) participate in negotiations among the Debtors and their
       creditors, suppliers, lessors and other interested parties;

   (i) value securities offered by the Debtors in connection with
       a Restructuring;

   (j) advise the Debtors and negotiate with lenders with respect
       to potential waivers or amendments of various credit
       facilities;

   (k) assist in arranging financing for the Debtors, as
       requested;

   (l) perform and provide a valuation analysis of the Debtors;

   (m) provide expert witness testimony concerning any of the
       subjects encompassed by the other services; and

   (n) provide such other advisory services as are customarily
       provided in connection with the analysis and negotiation of
       a Restructuring, as requested and mutually agreed.

The Debtors will compensate Blackstone Advisory with the following
Fee Structure:

       -- Monthly Fee. The Debtors shall pay the Advisor a monthly
          advisory fee (the "Monthly Fee") in the amount of
          $175,000 per month, in cash, with the first Monthly Fee
          payable upon the execution of the Engagement Letter by
          both parties and additional installments of such Monthly
          Fee payable in advance on each monthly anniversary of
          the Effective Date with a minimum of 3 Monthly Fees paid
          to Advisor.

       -- Restructuring Fee. The Debtors shall pay a Restructuring
          fee equal to $7,000,000.  The Restructuring Fee will be
          earned and payable, in immediately available funds, on
          consummation of the Restructuring.

       -- Capital Raising Fee.  The Debtors shall pay the Advisor
          a capital raising fee (the "Capital Raising Fee") for
          any financing arranged by the Advisor, at the Debtors'
          request, earned and payable upon receipt of a binding
          commitment letter and consummation of such financing.
          If access to the financing is limited by orders of the
          Court, a proportionate fee shall be payable with respect
          to each available commitment.  The Capital Raising Fee
          will be calculated as 1.0% of the total issuance size
          for senior debt financing, 3.0% of the total issuance
          size for junior debt financing, and 5.0% of the issuance
          amount for equity financing it being understood that, if
          financing arranged by the Advisor is the only
          Restructuring undertaken, the Advisor, in its sole
          discretion, may choose to be paid either the Capital
          Raising Fee or the Restructuring Fee, but not both.

       -- Expense Reimbursements. In addition to the fees
          described above, the Debtors agree to reimbursement of
          all reasonable documented out-of-pocket expenses
          incurred during this engagement, including, but not
          limited to, travel and lodging, direct identifiable data
          processing, document production, publishing services and
          communication charges, courier services, working meals,
          reasonable documented fees and expenses of the Advisor's
          external legal counsel and other necessary expenditures,
          payable upon rendition of invoices setting forth in
          reasonable detail the nature and amount of such
          expenses.

In connection therewith, the Debtors shall pay the Advisor on the
Effective Date and maintain thereafter a $25,000 expense advance
for which the Advisor shall account upon termination of the
Engagement Agreement.

As of the Petition Date, the Debtors do not owe the Advisor any
fees for services performed or expenses incurred under the
Engagement Letter.  According to the books and records of the
Debtors, during the 90-day period before the Petition Date, the
Advisor received approximately $525,000 for professional services
performed and approximately $47,095 for expenses incurred.

Additionally, the Advisor received a fee of $4.4 million during
the 90-day period before the Petition Date in connection with the
Refinancing Transaction and New EEUK Term Loan.  Pursuant to the
terms of the Engagement Letter, the Advisor is paid monthly, in
advance.  As of the Petition Date, the Debtors had a credit
balance for Monthly Fees of approximately $11,667.  Such credit
balance will be applied against the Debtors' first post-petition
invoice.  Separately, the Advisor has received a prepetition
expense deposit of $25,000 that will be applied against any
prepetition expenses incurred but not yet received due to delay in
third-party vendors in providing invoices, with the remaining
balance, if any, credited against post-petition expenses.

Timothy R. Coleman, senior managing director and head of the
Restructuring and Reorganization Group of the Advisor of
Blackstone Advisory, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Nov. 10, 2014, at 10:00 a.m.  Objections, if any,
are due Nov. 3, 2014, at 4:00 p.m.

Blackstone Advisory can be reached at:

       Timothy R. Coleman
       BLACKSTONE ADVISORY PARTNERS L.P.
       345 Park Avenue
       New York, NY 10154
       Tel: (212) 583-5000
       Fax: (212) 583-5749

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

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.  The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).

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

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.


ENDEAVOUR INT'L: Hires Opportune LLP as Crisis Managers and CRO
---------------------------------------------------------------
Endeavour International Corporation and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Opportune LLP as crisis managers and David C.
Baggett as chief restructuring officer for the Debtors, nunc pro
tunc to the Oct. 10, 2014 petition date.

Subject to further Court order, and consistent with the terms of
the Engagement Letter, Mr. Baggett's and Opportune's anticipated
services in these chapter 11 cases include the following:

   (a) Officer. In connection with the engagement, David C.
       Baggett will serve in the role of CRO for the Debtors.  The
       CRO shall devote such time to the performance of his
       services thereunder, including onsite involvement at the
       Debtors' offices, as he determines appropriate in his sole
       discretion.

   (b) Duties. Subject to his business judgment and fiduciary
       responsibilities and with the assistance of the Chief
       Executive Officer of Endeavour International Corporation
       (the "CEO") and the Debtors' other executive officers, the
       CRO:

       -- will assume a lead management position in guiding the
          Debtors through their reorganization efforts and the
          evaluation, development, negotiation and implementation
          of such restructuring efforts (the "Reorganization
          Efforts");

       -- will determine the retention and use of other
          restructuring-related professionals in the cases; and


       -- will be granted authority to evaluate, implement and
          manage cost reduction measures and operational
          improvement measures necessary to preserve and maximize
          the value and efficiency of the Debtors.

   (c) Responsibilities. Subject to applicable bylaws, corporate
       governance processes, required outside approval and with
       the assistance of the CEO and the Debtors' other executive
       officers, the CRO will have primary responsibility for the
       following Reorganization Efforts:

       -- making restructuring process decisions;

       -- potential sales of the Debtors' assets;

       -- reviewing and developing any material drafted for
          consumption outside the Debtors;

       -- assisting in developing and evaluating the Debtors'
          business plan and the preparation of a revised operating
          plan and cash flow forecasts;

       -- approval of any new expenditures or cash payments;

       -- management of the financial and operational reporting
          processes to all constituents pre and post-chapter 11
          filing;

       -- making business and financial decisions with respect to
          any debtor in possession financing sought or put in
          place;

       -- making decisions with respect to the Debtors' operations
          and its personnel;

       -- engaging in day-to-day normal business operations;

       -- making decisions with respect to all professionals
          engaged by, strategies developed, and activities taken
          by the Debtors related to the Reorganization Efforts;
          and

       -- other services and activities as mutually agreed by the
          Debtors' Board of Directors and the CRO.

Moreover, Opportune has agreed to provide additional Opportune
personnel to assist Mr. Baggett in the performance of his duties
as CRO and the Debtors in their restructuring efforts.

Opportune will be paid at these hourly rates:

       Chief Restructuring Officer             $685
       Additional Personnel-Partner            $585
       Additional Personnel-Managing Director  $430
       Additional Personnel-Director           $385
       Additional Personnel-Manager            $335
       Additional Personnel-Senior Consultant  $280
       Additional Personnel-Consultant         $225

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

Opportune received an initial retainer of $100,000 on Oct. 6, 2014
from the Debtors.  Pursuant to the Engagement Letter, the Retainer
shall be carried by Opportune and credited against any amounts due
at the termination of the engagement, with any remaining amount of
the Retainer returned to the Debtors.  According to Opportune's
books and records, during the 90-day period prior to the Petition
Date, Opportune received approximately $53,200 from the Debtors
for professional services performed and expenses incurred.  As of
the Petition Date, no amounts were due or outstanding under the
Engagement Letter.

David C. Baggett, managing partner of Opportune, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Nov. 10, 2014, at 10:00 a.m.  Objections, if any,
are due Nov. 3, 2014, at 4:00 p.m.

Opportune can be reached at:

       David C. Baggett
       OPPORTUNE LLP
       711 Louisiana Street, Suite 3100
       Houston, TX 77002
       Tel: (713) 490-5050
       Fax: (713) 490-0355

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

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.  The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).

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

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.


ENDEAVOUR INT'L: Names Richards Layton as Co-counsel
----------------------------------------------------
Endeavour International Corporation and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards, Layton & Finger, P.A. as co-counsel,
nunc pro tunc to the Oct. 10, 2014 petition date.

Subject to further Court order, the Debtors request the employment
and retention of RL&F to render professional services, including,
but not limited to:

   (a) advising the Debtors of their rights, powers and duties as
       debtors and debtors in possession under chapter 11 of the
       Bankruptcy Code;

   (b) taking action to protect and preserve the Debtors' estates,
       including the prosecution of actions on the Debtors'
       behalf, the defense of actions commenced against the
       Debtors in these chapter 11 cases, the negotiation of
       disputes in which the Debtors are involved and the
       preparation of objections to claims filed against the
       Debtors;

   (c) assisting in preparing on behalf of the Debtors all
       motions, applications, answers, orders, reports and papers
       in connection with the administration of the Debtors'
       estates;

   (d) assisting in preparing the Debtors' plan of reorganization;

   (e) assisting in preparing the Debtors' disclosure statement
       and any related documents and pleadings necessary to
       solicit votes on the Debtors' plan of reorganization;

   (f) prosecuting on behalf of the Debtors the proposed plan and
       seeking approval of all transactions contemplated therein
       and in any amendments thereto;

   (g) performing other necessary or desirable legal services in
       connection with these chapter 11 cases; and

   (h) in addition to those services set forth in paragraphs 5(a)
       through 5(g), RL&F may perform all other services assigned
       by the Debtors, in consultation with Weil, Gotshal & Manges
       LLP, to RL&F as co-counsel to the Debtors.  To the extent
       RL&F determines that such services fall outside of the
       scope of services historically or generally performed by
       RL&F as co-counsel in a bankruptcy case, RL&F will file a
       supplemental declaration.

RL&F will be paid at these hourly rates:

       Mark D. Collins           $800
       Michael J. Merchant       $625
       L. Katherine Good         $465
       Zachary I. Shapiro        $465
       Rachel L. Biblo           $250
       Barbara J. Witters        $235
       Partners                  $560-$800
       Counsel                   $490
       Associates                $250-$465
       Paraprofessionals         $225

RL&F will also be reimbursed for reasonable out-of-pocket expenses
incurred.

Prior to the Petition Date, the Debtors paid RL&F a total retainer
of $150,000 in connection with and in contemplation of these
chapter 11 cases.  The Debtors propose that the remainder of the
Retainer paid to RL&F and not expended for prepetition services
and disbursements be treated as an evergreen retainer to be held
by RL&F as security throughout these chapter 11 cases until RL&F's
fees and expenses are awarded by final order and payable to RL&F.

Mark D. Collins, director of RL&F, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Nov. 10, 2014, at 10:00 a.m.  Objections, if any,
are due Nov. 3, 2014, at 4:00 p.m.

RL&F can be reached at:

       Mark D. Collins, Esq.
       RICHARDS, LAYTON & FINGER, P.A.
       One Rodney Square
       920 North King Street
       Wilmington, DE 19801
       Tel: (302) 651-7700
       Fax: (302) 651-7701
       E-mail: collins@rlf.com

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

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.  The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).

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

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.


ENDEAVOUR INT'L: Hires Weil Gotshal as Attorneys
------------------------------------------------
Endeavour International Corporation and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Weil, Gotshal & Manges LLP as attorneys for the
Debtors, nunc pro tunc to the Oct. 10, 2014 petition date.

Subject to further order of this Court, it is proposed that Weil
Gotshal be employed to render the following professional services:

   (a) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       the Debtors' behalf, the defense of any actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors are involved and the preparation of objections
       to claims filed against the Debtors' estates;

   (b) prepare on behalf of the Debtors, as debtors in possession,
       all necessary motions, applications, answers, orders,
       reports and other papers in connection with the
       administration of the Debtors' estates;

   (c) take all necessary actions in connection with formulation
       of a chapter 11 plan, related disclosure statements and all
       related documents and such further actions as may be
       required in connection with the administration of the
       Debtors' estates;

   (d) take all necessary action to protect and preserve the value
       of the estates of the Debtors including advising with
       respect to the Debtors' affiliates in the U.S. and abroad
       and all related matters; and

   (e) perform all other necessary legal services in connection
       with the prosecution of these chapter 11 cases; provided,
       however, that to the extent Weil Gotshal determines that
       such services fall outside of the scope of services
       historically or generally performed by Weil Gotshal as lead
       Debtors' counsel in a bankruptcy case, Weil Gotshal will
       file a supplemental declaration.

Weil Gotshal will be paid at these hourly rates:

       Members and Counsel         $835-$1,175
       Associates                  $450-$820
       Paraprofessionals           $185-$335

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

As set forth in the Holtzer Affidavit, Weil Gotshal has a current
balance of $80,533.45 on its fee advances (the "Fee Advance").
The Debtors propose that the remainder of the Fee Advance paid to
Weil Gotshal and not expended for prepetition services and
disbursements be treated as an evergreen retainer to be held by
Weil Gotshal as security throughout these chapter 11 cases until
Weil Gotshal's fees and expenses are awarded by final order of
this Court and payable to Weil.

Weil Gotshal is not a creditor of the Debtors.  During the
approximate one-year period prior to the commencement of these
cases, Weil Gotshal received from the Debtors payments and
advances in the aggregate amount of approximately $5,426,323.16
for professional services performed and to be performed, including
the commencement and prosecution of these chapter 11 cases.

Gary T. Holtzer, member of Weil Gotshal, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Nov. 10, 2014, at 10:00 a.m.  Objections, if any,
are due Nov. 3, 2014, at 4:00 p.m.

Weil Gotshal can be reached at:

       Gary T. Holtzer, Esq.
       WEIL, GOTSHAL & MANGES LLP
       767 Fifth Avenue
       New York, NY 10153
       Tel: (212) 310-8000
       Fax: (212) 310-8007
       E-mail: gary.holtzer@weil.com

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

On Oct. 10, 2014, Endeavour International and five affiliates
filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code after reaching a restructuring deal
with noteholders.  The cases are pending joint administration
under Endeavour Operating Corp.'s Case No. 14-12308 before the
Honorable Kevin J. Carey (Bankr. D. Del.).

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

The Debtors have tapped Weil, Gotshal & Manges LLP as counsel;
Richards, Layton & Finger, P.A., as co-counsel; The Blackstone
Group L.P., as financial advisor; AlixPartners, LLP, as
restructuring advisor; and Kurtzman Carson Consultants LLC, as
claims and noticing agent.


ENERGY FUTURE: U.S. Trustee Objects to Proposed E&Y Hiring
----------------------------------------------------------
BankruptcyData reported that the U.S. Trustee objected to Energy
Future Holdings' motion to retain and employ Ernst & Young as tax
advisory and information technology services provider, complaining
of E&Y's lack of disinterestedness noting that the firm is
performing certain services for the Debtors as part of its
restructuring while simultaneously performing tax advisory
services for two key creditor constituencies in Energy Future's
cases such as developing alternative tax structures to restructure
certain entities, analyzing structural alternatives and different
types of reorganizations and analyzing the tax consequences in
connection with taxable foreclosures and the impact on unsecured
creditors.

                       About Energy Future

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Unit's Board Member Backs Auction Plans
------------------------------------------------------
Law360 reported that a board member of Energy Future Holdings
Corp.'s subsidiary supports the procedures governing the auction
of the energy giant's stake in Oncor Electric Delivery Co. LLC,
saying the bidding process is the best way to advance the Chapter
11 case.  According to the report, Hugh Sawyer -- an independent
director of EFH subsidiary Texas Competitive Electric Holdings Co.
LLC -- said EFH's auction plan, which calls for a two-tiered
process to select a stalking horse bidder and eventual buyer for
its 80% equity stake in nondebtor Oncor, is supported by the
boards of EFH and its subsidiaries and will ?enhance the overall
economic value of the estate.?

As previously reported by The Troubled Company Reporter, citing
Daily Bankruptcy Review, U.S. Bankruptcy Judge Christopher Sontchi
in Wilmington, Del., said he will rule Nov. 3 on the auction
procedures.

                       About Energy Future

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

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

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

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

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

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

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

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

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


ETHAN ALLEN: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Ethan Allen Interiors Inc. (Ethan Allen) to positive
from stable and affirmed its 'BB-' corporate credit rating on the
company.

S&P also assigned its 'BB+' issue-level rating and '1' recovery
rating to its subsidiary Ethan Allen Global Inc.'s $150 million
senior secured credit facility, which consists of a $100 million
revolver and a committed $50 million delayed draw term loan.  The
'1' recovery rating reflects S&P's expectation for very high
recovery (90%-100%) in the event of a payment default.

Ethan Allen's financial performance continues to improve,
resulting in stronger credit protection measures.  S&P believes
the credit measures could further improve from potential debt
reduction as the company addresses its Oct. 2015 note maturity.
For the fiscal 2015 first quarter ending Sept. 30, 2014, net sales
increased 5%, with growth in both the retail and wholesale
business, and EBITDA margin improved by 200 basis points.  For the
12 months ended Sept. 30, 2014, S&P estimates that leverage
improved to 2.2x and funds from operations (FFO) to debt increased
to about 30%, compared with 2.6x and 26%, respectively, a year
earlier.  The improved operating performance and credit measures
reflect the U.S. economic recovery, and company's past
restructuring efforts and new product introductions.

"Our rating on Ethan Allen reflects the company's 'weak' business
risk profile and 'significant' financial risk profile.  Modifiers
had no impact on the rating outcome," said Standard & Poor's
credit analyst Jean Stout.

The positive outlook on Ethan Allen reflects the possibility that
S&P could raise the corporate credit rating on the company one
notch within the next 12 months if it maintains its improved
operating performance and if credit measures continue to improve,
specifically if it sustains debt to EBITDA at 2x or below and FFO
to debt at about 35%. This could occur if net sales increase by at
least 5% in fiscal 2015, EBITDA margin is consistent with fiscal
2014 level, and debt levels decline by at least $30 million.

S&P could revise the outlook to stable if the company's operating
performance weakens or if its debt levels rise such that leverage
increases to above 2.5x and FFO to debt declines to about 25%.
This could occur if weakening economic conditions result in
declining consumer spending and increasing input cost inflation,
hurting demand for the company's products, or from debt financed
shareholder initiatives such as large share repurchases.


EURONET WORLDWIDE: S&P Assigns BB+ Rating on $350MM Notes
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has affirmed its
'BBB-' corporate credit rating on Euronet Worldwide Inc.  The
outlook remains stable.  At the same time, S&P assigned its 'BB+'
issue-level rating to the company's proposed $350 million senior
unsecured convertible note issuance.

"These rating actions follow Euronet's announcement that it plans
to issue $350 million of senior unsecured convertible notes
maturing in 2044 (Euronet will have the first call date in 2018
and the bondholders will have the first put date in 2020) with the
potential to upsize the issuance by $52.5 million," said Standard
& Poor's credit analyst Igor Koyfman.  "The company will use the
proceeds from these bonds, along with its available cash,
primarily to pay down its existing revolving credit facility and
to repurchase up to $80 million of its common stock."

S&P expects that Euronet's debt-to-EBITDA metric (adjusted for
operating leases) will be around 2.0x-2.5x over the next 12 months
even if the company issues the full $402.5 million, which S&P
believes is in line with its 'BBB-' rating.  (Leverage for the
last 12 months was approximately 2x.)  S&P's rationale for rating
Euronet's new debt issuance one notch below S&P's corporate credit
rating on the company is to reflect the subordination of the new
debt to the company's other debt issues.  Specifically, S&P
assumes that over the next two years Euronet will draw on the
revolving credit facility for acquisitions or to meet higher
working capital requirements as the company expands organically.
Still, S&P expects that its leverage will remain below 2.75x.

The stable outlook reflects the firm's strong financial
performance and S&P's expectation that its leverage will remain
below 2.75x over the next 12 months.

S&P could lower its ratings on Euronet if its future performance
is materially worse than S&P's expectations -- possibly because of
large acquisitions or depressed economic conditions -- such that
S&P expects debt-to-EBITDA to grow above 2.75x.

Although unlikely at this time, S&P could raise its rating on
Euronet, or revise the outlook to positive, if the company exceeds
S&P's current expectations such that it assumes its debt-to-EBITDA
metric will be maintained below 2x.


FLEX FINANCIAL: Business Registration Not Basis for Tossing Claim
-----------------------------------------------------------------
Bankruptcy Judge Dale L. Somers tossed the objection of Flex
Financial Holding Company to the proof of claim filed by Eagle
Woods, LLC, a Missouri limited liability company.

Eagle Woods filed a timely proof of claim for the Debtor's alleged
breach of a lease of real property located in Olathe, Kansas.
Flex Financial objected, arguing, among other things, that the
claim must be disallowed because Eagle Woods was not registered to
do business in Kansas at the time it filed the proof of claim and
did not so register until after the expiration of the claims bar
date.

Judge Somers, however, held that the failure of Eagle Woods, a
Missouri limited liability company, to register to do business in
Kansas until after the expiration of the date for filing proofs of
claim does not provide (1) a defense to the claim under state law,
or (2) a basis to disallow the claim under bankruptcy law for lack
of capacity.  The Debtor's objection to Eagle Woods' claim on the
ground the company did not register to do business in Kansas until
July 1, 2014, which was after the date Eagle Woods filed its proof
of claim and after the claims bar date, is denied.

A copy of the Court's October 28, 2014 Memorandum Opinion and
Order is available at http://is.gd/vcuSTIfrom Leagle.com.

Flex Financial Holding Company, based in Merriam, Kansas, filed
for Chapter 11 bankruptcy (Bankr. D. Kan. Case No. 13-21483) on
June 10, 2013.  Judge Dale L. Somers presides over the case.
Jonathan A. Margolies, Esq., at McDowell Rice Smith & Buchanan,
serves as the Debtor's counsel.  Flex estimated $1 million to $10
million in both assets and liabilities.  A list of the Company's
20 largest unsecured creditors, filed together with the petition,
is available for free at http://bankrupt.com/misc/ksb13-21483.pdf
The petition was signed by Wade C. Ferguson, CEO.


FERROUS MINER: Judge Has 'Significant Doubts' About Ch. 11
----------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Brendan Linehan Shannon
in Wilmington, Del., expressed "significant doubts" about whether
defunct telecommunications firm Global NAPs Inc.'s Chapter 11
petition is proper or was filed in good faith, but agreed to
postpone a trial to dismiss the case to give the debtor more time
to prepare.

According to the report, Judge Shannon agreed that it would be
unfair to force the Debtor to defend itself against a full record
on such short notice, but questioned just how such a case could
even be commenced, since Global NAPs was handed over to a receiver
four and a half years ago.

As previously reported by The Troubled Company Reporter, Carl F.
Jenkins, in his capacity as the court-appointed receiver of the
assets and interests of Ferrous Miner Holdings, Ltd., and Global
NAPs, asked the Bankruptcy Court to dismiss the companies' Chapter
11 cases, saying the filings are nothing more than an abuse of the
bankruptcy process aimed at doing an end-run around the pending
receivership proceeding and its sale and claims process.

Ferrous Miner Holdings, Ltd., and Global NAPs, Inc., sought
Chapter 11 protection in Delaware (Bankr. D. Del. Case Nos.
14-12343 and 14-12344) on Oct. 14, 2014, without stating a reason.

Ferrous Miner and Global NAPs each estimated $10 million to $50
million in assets and $50 million to $100 million in debt.

The list of 20 largest unsecured claims against Ferrous Miner
includes a $35.7 million claim by Verizon New England Inc. on
account of a judgment and a $5.2 million claim by Southern New
England Telephone Company also on account of a judgment.  Ferrous
Miner says it cannot verify the accuracy of the amounts claimed by
creditor as the supporting information remains in the receiver's
sole possession.

The Debtors are represented by Michael Jason Barrie, Esq., at
Benesch Friedlander Coplan & Aronoff LLP.

Frank T. Gangi, the sole director and 100% owner of the Debtors,
signed the bankruptcy petitions.


FIRST MARINER: Confirmation Hearing Set for Dec. 8
--------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Bankruptcy Court in Baltimore has
approved the disclosure statement explaining First Mariner
Bancorp's liquidating Chapter 11 plan and has scheduled a
confirmation hearing on Dec. 8.

According to the report, the plan has support from the Official
Committee of Unsecured Creditors, whose constituents are shown in
the disclosure statement as recovering 20 percent to 21 percent.
General unsecured creditors, estimated to be owed $62 million to
$63 million, will receive their pro rata share of cash remaining
after higher-ranking creditors are fully paid and specified
reserves are funded, the report said, citing the disclosure
statement.

                    About First Mariner Bancorp

First Mariner Bancorp, the holding company for Maryland community
bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10,
2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a
new bank formed by investors.  The case is In re First Mariner
Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice.

The Debtor's bankruptcy counsel is Kramer Levin Naftalis & Frankel
LLP.  The Debtor's local counsel is Lawrence Joseph Yumkas, Esq.,
at Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland.  The
Debtor's regulatory and corporate counsel is Kilpatrick Townsend &
Stockton LLP.  The Debtor's investment banker and financial
adviser is Sandler O'Neill + Partners, L.P.

The Debtor has total assets of $5.45 million and total debts of
$60.52 million.


GENERAL STEEL: Fails to Comply With NYSE's $1 Bid Price Rule
------------------------------------------------------------
General Steel Holdings, Inc., announced that the New York Stock
Exchange has notified the Company that it has fallen below the
NYSE's continued listing standard that requires a minimum average
closing price of $1.00 per share over a 30 consecutive trading day
period.  As of Oct. 21, 2014, the 30 trading-day average closing
price of the Company was $0.99.

Pursuant to NYSE rules, the Company has a cure period of six
months from receipt of the notification on Oct. 24, 2014, to cure
its non-compliance of the minimum share price standard.  The
Company can regain compliance on an accelerated basis if its
common stock has a share price at or above $1.00 on the last
trading day of any calendar month within the cure period and the
average share price over the 30 trading days preceding the end of
that month is also at or above $1.00.

In addition, pursuant to NYSE rules, the Company has 10 business
days from the receipt of the NYSE's notification to submit its
intent to cure this non-compliance.  The Company intends to submit
a plan outlining the actions it intends to complete to increase
its share price, and will notify the NYSE that it intends to cure
the non-compliance within the prescribed timeframe.

The NYSE suggests that the Company seriously consider
implementation of a reverse stock split, which the Company
received shareholder approval for at its annual general meeting on
Dec. 27, 2013, in order to effect a cure of its non-compliance
within the appropriate timeframe and to avoid any future
recurrence of non-compliance with the NYSE's share price standard.
If the Company decides to implement a reverse stock split, it must
so inform the NYSE in the above referenced notification and must
implement the reverse stock split within the six-month cure
period.  The Company intends to actively monitor the closing price
of its common stock during the cure period and will evaluate
available options to resolve this non-compliance and regain
compliance with the applicable NYSE rules.

The Company's common stock will continue to be listed and traded
on the NYSE during the six-month cure period, but will be assigned
a ".BC" indicator by the NYSE to signify that the Company is not
currently in compliance with the NYSE's continued listing
standards.  The Company's business operations and United States
Securities and Exchange Commission reporting requirements are not
affected by the receipt of the NYSE's notification.

                     About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.  For more information,
please visit http://www.gshi-steel.com/

The Company reported a net loss of $42.62 million in 2013, a net
loss of $231.94 million in 2012, a net loss of $283.29 million in
2011, and a net loss of $46.27 million in 2010.  As of June 30,
2014, the Company had $2.55 billion in total assets, $3.13 billion
in total liabilities and a $575.89 million total deficiency.


GENEX HOLDINGS: Moody's Affirms B3 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family and
B3-PD probability of default ratings of GENEX Holdings, Inc.
(GENEX) following the company's plans to borrow $20 million under
the accordion feature of its existing credit facilities to help
fund an acquisition. The rating outlook for GENEX is stable.

Ratings Rationale

GENEX's ratings reflect the company's strong market position in
workers' compensation case management services, national network
of nurses and case managers, stable revenues, and healthy free
cash flow. The managed care business provides GENEX with
consistent fee-based revenue based on multi-year contracts with
its customers. These strengths are offset by aggressive financial
leverage and limited fixed charge coverage following the May 2014
leveraged buyout by funds advised by Apax Partners and relatively
high concentration of revenue tied to claims volume in the
workers' compensation insurance market.

"The acquisition is expected to strengthen the company's scale and
position in field case management, improve productivity and
performance of the acquired entity, and generate cost synergies,"
said Enrico Leo, Moody's lead analyst for GENEX.

Based on Moody's estimates, GENEX's debt-to-EBITDA ratio will be
approximately 8x immediately following the acquisition. Such
leverage is aggressive for the firm's rating category, but Moody's
expects it to decline over the next 12-18 months.

GENEX will fund the acquisition through incremental borrowings
under the accordion feature of its existing credit facilities,
adding $20 million to the first-lien term loan. Giving effect to
these borrowings, the company's pro forma financing arrangement
includes a $30 million revolving credit facility maturing in May
2019 (rated B1, undrawn), $215 million first-lien term loan
maturing in May 2021 (rated B1), and a $93 million second-lien
term loan maturing in May 2022 (rated Caa2). The facilities are
secured by substantially all assets of GENEX and guaranteed by
substantially all of its subsidiaries.

Factors that could lead to an upgrade of GENEX's ratings include:
(i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage
of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio
greater than 4%.

Factors that could lead to a rating downgrade include: (i) debt-
to-EBITDA ratio above 8x on a sustained basis, (ii) (EBITDA -
capex) coverage of interest less than 1.2x, and (iii) free-cash-
flow-to-debt ratio below 2%.

Furthermore, the first-lien credit facility rating could be
downgraded if the proportion of first-lien debt relative to
second-lien debt in the capital structure is increased.

Moody's has affirmed the following ratings (and revised LGD
assessments):

  Corporate family rating B3;

  Probability of default rating B3-PD;

  $30 million first-lien revolving credit facility B1 (to LGD3,
  33% from LGD3, 32%);

  $215 million first-lien term loan B1 (to LGD3, 33% from LGD3,
  32%);

  $93 million second-lien term loan Caa2 (to LGD5, 85% from LGD5,
  84%).

Based in Wayne, PA, GENEX is a leading provider of managed care
services nationally. In addition to its case management services,
GENEX provides medical cost containment and related services.
GENEX generated total revenues of $396 million in 2013 based on
consolidated GAAP financial statements.

The principal methodology used in these ratings was Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in February 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.


GETTY PETROLEUM: Trustee Settles With Feds Over $700M Cleanup Bill
------------------------------------------------------------------
Law360 reported that Getty Petroleum Marketing Inc.'s Chapter 11
trustee will allow the federal government a $16 million claim
against its estate as a settlement of Getty's potential $700
million liability connected to environmental contamination at a
Long Island City, New York, site.  According to the report, the
deal unveiled in Getty's New York bankruptcy case calls for
establishing the unsecured claim in resolution of the demands for
environmental cleanup costs asserted by the U.S. Environmental
Protection Agency, the U.S. Department of the Interior and the
U.S. Department of Commerce.

                      About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  Getty
Petroleum Marketing, Inc., disclosed $46.6 million in assets and
$316.8 million in liabilities as of the Petition Date.  The
petition was signed by Bjorn Q. Aaserod, chief executive officer
and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


HERCULES OFFSHORE: S&P Revises Outlook to Neg. & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable on Houston-based Hercules Offshore Inc. and affirmed
its 'B' corporate credit rating on the company.

S&P affirmed its 'B' issue-level ratings on the company's senior
unsecured notes.  The recovery rating on the notes remains '4',
indicating S&P's expectation of average (30% to 50%) recovery in
the event of a payment default.

"Our ratings on Hercules reflect our assessment of the company's
'vulnerable' business risk profile and 'aggressive' financial risk
profile," said Standard & Poor's credit analyst Stephen Scovotti.
Rating factors include the company's participation in the highly
volatile and competitive shallow-water drilling and marine
services segments of the oil and gas industry, the elevated age of
the company's jack-up rig fleet, S&P's expectation of moderate
free cash flow over the next 12 months, and Hercules' "adequate"
liquidity position.

Standard & Poor's views Hercules' business risk to be vulnerable.
S&P considers the company's drilling and marine services
businesses as volatile, reflecting its exposure to the variable
levels of capital spending in the exploration and production
industry -- which, in turn, is largely reliant on volatile crude
oil and natural gas prices.  S&P also incorporates Hercules'
market position as the largest provider of jack-up rigs in the
U.S. Gulf of Mexico (with 14 marketed rigs) through its domestic
offshore segment.  The company's domestic offshore segment has
weakened over the past six months due to lower demand for the
company's jack-up rigs.  Due to weak market conditions in the
company's domestic offshore segment, the company recently
announced that it was cold stacking four rigs.

The negative outlook reflects the potential for a downgrade if
offshore drilling conditions further weaken beyond S&P's
expectations in the Gulf of Mexico shelf and internationally,
further weakening credit measures.

S&P could lower the ratings if it expected FFO to debt to fall
below 12% or debt to EBITDA to increase above 5x, with no near-
term remedy.  S&P believes this could occur if industry conditions
further weaken in the company's domestic offshore segment.  S&P
could also lower the rating if liquidity (cash and revolver
availability) deteriorated.  However, S&P believes it would take a
prolonged drop in utilization and day rates or a more aggressive
financial policy for this to occur.

S&P could revise its outlook to stable if the competitive
landscape for the offshore drillers improved such that Hercules
were able to bring FFO to total debt above 20% for a sustained
period, while maintaining adequate liquidity.


I2A TECHNOLOGIES: Proposes Kornfield Nyberg as Counsel
------------------------------------------------------
i2a Technologies, Inc., seeks approval from the Bankruptcy Court
to employ the firm of Kornfield, Nyberg, Bendes & Kuhner, P.C., as
its attorneys to perform services necessary and desirable in the
administration of its estate.

The firm will charge the Debtor at these hourly rates:

         Name                Category               Hourly Rate
         ----                --------               -----------
      Eric A. Nyberg         Attorney                  $425
      Charles N. Bendes      Attorney                  $390
      Chris D. Kuhner        Attorney                  $385
      Nancy Nyberg           Bookkeeping & Accounting   $80
      Jessica Mangaccat      Paralegal Assistant        $80

The Debtor has paid the firm an original retainer of $25,000 of
which $22,951 remains as of the petition date against which costs
and services will be credited.

To the best of Debtor's knowledge, the firm does not have any
connection with the creditors or any other party in interest in
this matter, or their respective attorneys or accountants, or the
United States Trustee, or any person employed in the office of the
United States Trustee, and represent no interest adverse to the
estate in the matters upon which it is to be retained.

                      About i2a Technologies

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

The first meeting of creditors under 11 U.S.C. Sec. 341(a) is
scheduled for Nov. 17, 2014, at 9:00 a.m.


IBCS MINING: Gets $2.5 Million Offer from Southern Coal
-------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that IBCS Mining Inc., a producer of usable coal
from mine tailings, received a $2.5 million stalking horse bid for
almost all of the assets its Kentucky unit from Southern Coal
Corp. and has asked a bankruptcy judge in Lynchburg, Virginia, to
schedule an auction for Nov. 20 to be followed by a Nov. 21 sale-
approval hearing.  According to the report, $1.5 million of
Southern Coal's purchase price will be cash on completion of the
sale and $1 million paid over not more than three years.

                        About IBCS Mining

IBCS Mining, Inc., and IBCS Mining, Inc., Kentucky Division, filed
separate Chapter 11 bankruptcy petitions (Bankr. W.D. Va. Case
Nos. 14-61215 and 14-61216) on June 27, 2014.  Edmund Scarborough
signed the petition as president.  Hirschler Fleischer, P.C.,
serves as the Debtors' counsel.  The Court on July 8, 2014,
authorized the joint administration of the cases.  The cases are
assigned to Judge Kevin R. Huennekens.  IBCS Mining estimated
assets and debts of at least $10 million.  IBCS Mining Inc.
disclosed $6,914,815 in assets and $7,279,157 in liabilities.

The U.S. Trustee for Region 4 appointed two creditors to serves in
the Official Committee of Unsecured Creditors.


LDR INDUSTRIES: Has Until Nov. 7 to Sign Up Buyer
-------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a bankruptcy judge has approved a new schedule
giving LDR Industries LLC until Nov. 7 to file a letter of intent
with a buyer of its assets.  According to the report, the
extension of the deadline, which was originally due by Oct. 8, was
part of the final approval of a $2 million loan financing being
provided by pre-bankruptcy secured lender JPMorgan Chase Bank NA.

                       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: In Debate with Washington Tobacco Deal Damages
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Lehman Brothers Holdings Inc. and the
Washington State Tobacco Settlement Authority are $34 million
apart in pegging the damages resulting from the defunct investment
bank's failure to pay a guaranteed 4.484 percent annual return on
a $45.5 million investment.  According to the report, a bankruptcy
judge in New York will hold hearings on Nov. 4 through Nov. 6 to
decide the size of the state's claim.

As previously reported by The Troubled Company Reporter, citing
Daily Bankruptcy Review, the state says Lehman Brothers owes it
nearly $40 million for a terminated swap agreement tied to money
Lehman invested for it.  Lawyers for the tobacco authority say
Lehman's expert witness's contention that Lehman is actually the
one owed money is "absurd."

                    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: Investment Adviser Agasti Settles Suits
--------------------------------------------------------
Law360 reported that investment adviser Agasti Holding ASA said it
has settled lawsuits with 450 Swedish investors related to Lehman
Brothers Holdings Inc. bonds, and that the settlements will cost
it 4.5 million Norwegian kroner ($685,585) in the fourth quarter.
According to the report, the Norwegian company announced that
subsidiary Acta Kapitalforvaltning AS was sued by Swedish
plaintiffs, but it gave little additional information in a
statement.  However, a company spokesman confirmed that the
litigation referred to in the statement was the same detailed in a
recent annual report, the report related.

                    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.


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.


MOMENTIVE SPECIALTY: Signs Second Amended Shared Services Pact
--------------------------------------------------------------
Momentive Specialty Chemicals Inc. entered into a Second Amended
and Restated Shared Services Agreement with Momentive Performance
Materials Inc. and the other subsidiaries of MPM, according to a
regulatory filing with the U.S. Securities and Exchange
Commission.

The Second A&R Shared Services Agreement generally retains the
pre-existing service provision and cost sharing constructs.
However, senior executive services of the type performed by a
chief executive officer, chief financial officer or general
counsel (or their equivalents) are excluded from the services
provided under the Second A&R Shared Services Agreement, as the
Company (and MPM) will employ its own dedicated officers in those
roles.  In addition, the Second A&R Shared Services Agreement
provides for a transition assistance period at the election of the
recipient following termination of the Second A&R Shared Services
Agreement of up to twelve months, subject to one successive
renewal period of an additional 60 days.  The Second A&R Shared
Services Agreement also contains a termination assistance project
plan that sets forth the process and milestones by which the
service provider must prepare and execute a transition plan for
the recipient in the event of a termination of the Second A&R
Shared Services Agreement.

                     About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty reported a net loss of $634 million on $4.89
billion of net sales for the year ended Dec. 31, 2013, as compared
with net income of $346 million on $4.75 billion of net sales for
the year ended Dec. 31, 2012.  As of March 31, 2014, the Company
had $2.95 billion in total assets, $5.05 billion in total
liabilities and a $2.10 billion total deficit.

                           *     *     *

The TCR reported on Oct. 3, 2014, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Momentive
Specialty Chemicals Inc. (MSC) by one notch to 'CCC+' from 'B-'.
"The downgrade follows MSC's significant use of cash in the first
half of 2014 and our expectation that lackluster cash flow from
operations and elevated capital spending will cause free operating
cash flow to be significantly negative in 2014 and 2015," said
Standard & Poor's credit analyst Cynthia Werneth.

As reported by the TCR on May 5, 2014, Moody's Investors Service
affirmed Momentive Specialty Chemicals Inc's (MSC) corporate
family rating (CFR) at B3 but changed the ratings outlook to
negative due to weak credit metrics and the expectation that
credit metrics will not return to levels fully supportive of the
B3 Corporate Family Rating in 2014.


MGM RESORTS: Incurs $20.3 Million Net Loss in Third Quarter
-----------------------------------------------------------
MGM Resorts International reported a net loss attributable to the
Company of $20.27 million on $2.48 billion of revenues for the
three months ended Sept. 30, 2014, compared to a net loss
attributable to the Company of $22.31 million on $2.46 billion of
revenues for the same period a year ago.

For the nine months ended Sept. 30, 2014, the Company reported
net income attributable to the Company of $192.39 million on $7.69
billion of revenues compared to a net loss attributable to the
Company of $114.92 million on $7.29 billion of revenues for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $25.44
billion in total assets, $17.54 billion in total liabilities and
$7.89 million in total stockholders' equity.

"Our consolidated net revenues increased by 1% and EBITDA
increased by 2% during the quarter.  In Las Vegas, the market
continues to improve as our top line revenues grew 3%.  While we
expected to have some negative impact to margins during the
quarter as a result of the disruptions related to our investments
in Delano at Mandalay Bay and the Strip frontage at Monte Carlo,
we were also negatively affected by lower year over year table
games hold and an increase in certain expenses.  Looking forward,
we remain highly focused on increasing revenues and expanding
margins while driving operating leverage in an improving market,"
said Jim Murren, chairman and chief executive officer of MGM
Resorts International.  "MGM China reported a 12% increase in
EBITDA to $214 million and margin expansion of 330 basis points
despite a difficult market.  The construction of MGM Cotai is
progressing well and is on time, and on budget, for a fall 2016
opening."

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

                        http://is.gd/RcLYRB

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) a global hospitality
company, operating a portfolio of destination resort brands
including Bellagio, MGM Grand, Mandalay Bay and The Mirage.  The
Company also owns 51% of MGM China Holdings Limited, which owns
the MGM Macau resort and casino and is in the process of
developing a gaming resort in Cotai, and 50% of CityCenter in Las
Vegas, which features ARIA resort and casino.  For more
information about MGM Resorts International, visit the Company's
Web site at www.mgmresorts.com.

MGM Resorts reported a net loss attributable to the Company of
$156.60 million in 2013 following a net loss attributable to the
Company of $1.76 billion in 2012.

                         Bankruptcy Warning

The Company stated in its 2013 Annual Report, "The agreements
governing our senior secured credit facility and other senior
indebtedness contain restrictions and limitations that could
significantly affect our ability to operate our business, as well
as significantly affect our liquidity, and therefore could
adversely affect our results of operations.  Covenants governing
our senior secured credit facility and certain of our debt
securities restrict, among other things, our ability to:

   * pay dividends or distributions, repurchase or issue equity,
     prepay certain debt or make certain investments;

   * incur additional debt;

   * incur liens on assets;

   * sell assets or consolidate with another company or sell all
     or substantially all assets;

   * enter into transactions with affiliates;

   * allow certain subsidiaries to transfer assets; and

   * enter into sale and lease-back transactions.

Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior secured credit
facility or the indentures governing our other debt could
adversely affect our growth, our financial condition, our results
of operations and our ability to make payments on our debt, and
could force us to seek protection under the bankruptcy laws."

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Sept. 29, 2014, Fitch Ratings has
upgraded MGM Resorts International's (MGM) and MGM China Holdings
Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-',
respectively.  Fitch's upgrade of MGM's IDR to 'B+' and the
Positive Outlook reflect the company's strong performance on the
Las Vegas Strip and in Macau as well as Fitch's longer-term
positive outlooks for these markets.


MOTORS LIQUIDATION: To Pay "Excess Distribution" to Unit Holders
----------------------------------------------------------------
The Motors Liquidation Company GUC Trust previously announced that
a distribution of excess distributable assets of the GUC Trust
would be made on or about Nov. 12, 2014, to the holders of record
of units of beneficial interest in the GUC Trust as of Nov. 4,
2014.  Pursuant to that announcement, the GUC Trust intends to
make payment of the Excess Distribution to The Depository Trust
Company on the Payment Date.  The subsequent settlement and
allocation process for the Excess Distribution to beneficial
owners of the GUC Trust Units will occur in accordance with the
rules and procedures of the Financial Industry Regulatory
Authority and of DTC and its direct and indirect participants.

As announced by FINRA on Oct. 29, 2014, pursuant to FINRA Rule
11140, the ex-dividend date for the Excess Distribution will be
Nov. 13, 2014.  As noted in FINRA's Notice to Members 00-54, Ex-
Dividend Dates (August 2000), an ex-dividend date is the date on
or after which a security is traded without the entitlement to a
specific dividend or distribution.  On Oct. 29, 2014, FINRA also
announced that the due bill redeemable date will be Nov. 17, 2014.

Beneficial holders of interests in the GUC Trust Units may contact
their brokers with any questions concerning the applicable
timeframes contained in the Oct. 29, 2014, FINRA announcement.

                       About Motors Liquidation

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

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

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

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


NAVEX ACQUISITION: S&P Assigns 'B-' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B-'
corporate credit rating to Portland, Ore.-based NAVEX Acquisition
LLC.  The outlook is stable.

At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to the company's $200 million first-lien term loan
due 2021 and $20 million revolver due 2019.  The '3' recovery
rating indicates S&P's expectation of meaningful (50%-70%)
recovery in the event of payment default.  S&P also assigned its
'CCC' issue-level rating and '6' recovery rating to the company's
$90 million second-lien term loan due 2022.  The '6' recovery
rating indicates S&P's expectation of negligible (0%-10%) recovery
in the event of payment default.

"Our rating on NAVEX Global reflects its 'weak' business risk
profile and 'highly leveraged' financial risk profile," said
Standard & Poor's credit analyst James Thomas.

S&P's business risk assessment is based on the company's limited
scale, narrow product focus on ethics and compliance applications,
and competition in a highly fragmented market.  Favorable industry
growth prospects, a high level of revenue visibility, and strong
cash flow generation offset these risk factors somewhat.  The
financial risk assessment incorporates pro forma leverage in the
mid-9x area, and the potential that future acquisitions may
increase debt.

The outlook is stable, based on S&P's expectation that continued
growth in the E&C software market and a stable recurring revenue
base will enable NAVEX to generate free cash flow over the next 12
months.

S&P could lower the rating if an industry downturn, operational
challenges, or intensifying competitive pressures lead to
declining revenues and weaker liquidity.

Although S&P do not expect an upgrade over the next 12 months, it
could raise the rating on NAVEX if the firm is able to reduce
Standard & Poor's adjusted leverage below 7x on a sustained basis.


NORDEN PAPER: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Norden Paper LLC
        P.O. Box 190008
        Mobile, AL 36619-0008

Case No.: 14-03557

Chapter 11 Petition Date: October 30, 2014

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: Hon. Margaret A. Mahoney

Debtor's Counsel: C. Michael Smith, Esq.
                  PAUL AND SMITH, P.C.
                  150 South Dearborn St.
                  Mobile, AL 36602-1606
                  Tel: (251) 433-0588
                  Email: paulandsmithpc@earthlink.net

Total Assets: $4.77 million

Total Liabilities: $1.58 million

The petition was signed by Martin A. Norden, III, managing member.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/alsb14-03557.pdf


PACIFIC ETHANOL: Reports $3.7-Mil. Net Income in 3rd Qtr. 2014
--------------------------------------------------------------
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.


PANAGES INVESTMENTS: Case Summary & 3 Unsecured Creditors
---------------------------------------------------------
Debtor: Panages Investments, LLC
        1657 Prater Way
        Sparks, NV 89431

Case No.: 14-51823

Chapter 11 Petition Date: October 30, 2014

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Hon. Bruce T. Beesley

Debtor's Counsel: Kevin A. Darby, Esq.
                  DARBY LAW PRACTICE, LTD.
                  4777 Caughlin Pkwy
                  Reno, NV 89519
                  Tel: (775) 322-1237
                  Fax: (775) 996-7290
                  Email: kevin@darbylawpractice.com

Total Assets: $1.11 million

Total Liabilities: $397,430

The petition was signed by Catherine Langdahl, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-51823.pdf


PORTER BANCORP: To Restate Second Quarter Form 10-Q
---------------------------------------------------
Porter Bancorp, Inc., reached a determination to restate its
previously filed interim financial statements for the second
quarter of 2014, following management's review of the matter with
the Audit Committee of the Company's Board of Directors.

The restatement will have the effect of increasing the Company's
reported net loss attributable to common shareholders from
$672,000 to $6,330,000 for the three months ended June 30, 2014,
and from $1,645,000 to $7,323,000 for the six months ended
June 30, 2014.  The Company's wholly owned subsidiary, PBI Bank,
Inc., intends to amend its consolidated report of condition and
income for June 30, 2014, as appropriate.

The restatement relates to updated fair value estimates of
commercial real estate acquired by the Bank under the terms of a
settlement agreement reached on June 24, 2014, with a borrower
with which the Bank had been in contentious collection litigation.
The real estate was recorded at June 30, 2014, at estimated fair
value less cost to sell based upon the information available to
the Bank through the filing of the June 30, 2014, financial
statements.  Due to the adversarial nature of the litigation, the
Bank had been unable to obtain updated information material to a
valuation of the real estate until it took possession shortly
before the end of the second quarter of 2014.  Later in the third
quarter, after the Bank had appointed its own property manager,
the Bank began to obtain updated information regarding the fair
value of the real estate and subsequently determined that a
restatement of the initial book value of the other real estate
owned in the second quarter of 2014 was necessary.

Management's internal review of these matters is ongoing.  If the
Company obtains additional information material to its periodic
financial reports, it will make appropriate disclosure, according
to a regulatory filing with the U.S. Securities and Exchange
Commission.

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp incurred a net loss attributable to common
shareholders of $3.39 million in 2013, a net loss attributable to
common shareholders of $33.43 million in 2012 and a net loss
attributable to common shareholders of $105.15 million in 2011.

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  The independent auditors noted
that the Company has incurred substantial losses in 2013, 2012 and
2011, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional losses or the continued inability to
comply with the regulatory enforcement order may result in
additional adverse regulatory action.  These events raise
substantial doubt about the Company's ability to continue as a
going concern.


PROSPECT SQUARE: Has Approval to Sell Cincinnati Retail Center
--------------------------------------------------------------
The Hon. Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado authorized Prospect Square 07 A LLC and its
debtor-affiliates to close the sale of its retail shopping center
located at 9690 Colerain Avenue in Cincinnati, Ohio, free and
clear of liens, claims, encumbrances and interest.

In addition, the Hamilton County Treasurer and MSCI 2007-IQ 16
Retail 9654 LLC -- collectively MSCI -- will be paid in full
pursuant to the terms of the settlement agreement and because MSCI
has consented to the proposed sale.

At the closing, the proceeds will be paid and disbursed by the
title agent to the Debtors in this manner:

   1) all closing costs;

   2) any prepetition and postpetition real property
      taxes due and owing on the property; and

   3) MSCI in the discounted payoff amount set forth in the
      settlement agreement.

The remaining net sale proceeds will be disbursed by the title
agent to the Debtors.

                             Settlement

As reported in the Troubled Company Reporter on Oct. 21, 2014,
the Debtors sought approval of a settlement agreement concluded
between them and MSCI.

On October 10, 2007, the Debtors entered into a lending agreement
with RBC for the amount of $12,900,000. In late 2007, the note was
assigned to LaSalle Bank and on October 24, 2011, Bank of America,
as successor of LaSalle Bank, assigned the note to U.S. Bank.

On February 20, 2013, US Bank assigned the note to MSCI and on
March 12, 2014, MSCI filed proof of claim asserting a secured
claim in the amount of $18,768,462.69.

In order to resolve contending matters between MSCI and the
Debtors, the parties entered into a settlement agreement on
September 30, 2014. The parties, likewise, entered into an
agreement of purchase and sale of real property on the same date.

In the settlement agreement, MSCI agreed to a discounted payoff
which, among others, includes all unpaid principal in the amount
of $12,418,135.53.  It also includes several forbearance
provisions.  The Debtors also agreed to pay to MSCI $29,002 on
account of accruing real estate taxes and $1,426 on account of
insurance premiums as adequate protection payments in the
bankruptcy case.

The parties believe the settlement agreement represents a global
and reasonable resolution of the issues that are involved in the
parties' adversary and contested matters.

                       About Prospect Square

Prospect Square 07 A, LLC, and related entities sought Chapter 11
bankruptcy protection from creditors (Bankr. D. Colo. Lead Case
No. 14-10896) in Denver on Jan. 29, 2014.

Prospect Square 07 A is a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at 9690
Colerain Avenue, Cincinnati, Ohio.  The Debtor listed $16 million
in assets and more than $12 million in liabilities.  Lee M.
Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver, serves as
the Debtors' counsel.

Lender MSCI 2007-IQ16 Retail 9654, LLC, is represented by James T.
Markus, Esq., and Jeffery O. McAnallen, Esq., at Markus Williams
Young & Zimmermann LLC.

The U.S. Trustee for Region 19 said that no committee of unsecured
creditors for the case was formed since there were too few
creditors who are willing to serve on the committee.


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.


REGAL ENTERTAINMENT: Fitch Retains 'B+' IDR Over Special Dividend
-----------------------------------------------------------------
Regal Entertainment Group's decision to pay a $1/share special
dividend will not affect the company's rating, according to Fitch
Ratings.  The decision is in line with Fitch's expectations and
the company's recent history; Regal has paid a special dividend
almost every other year.  Fitch believes the company has
sufficient flexibility within the current rating to accommodate
the dividend payment, which will be paid on Dec. 15, 2014.

The special dividend will require approximately $155 million of
cash and is expected to be funded through a combination of
existing cash and fourth quarter cash flow generation.  Fitch-
calculated gross unadjusted leverage is 4.4x as of the LTM period
ended Sept. 25, 2014.  At the current rating, Fitch expects
Regal's leverage to remain under 4.5x through the cycle in a
cyclical hit-driven industry.

Additionally the company announced that it will explore various
strategic alternatives to maximize shareholder value.  This
announcement certainly raises event risks related to Regal's
credit profile and, depending on the outcome, could have negative
consequences for Regal bondholders.  From Fitch's perspective,
potential strategic options include but are not limited to an
outright sale of the company, piecemeal sale of the portfolio or a
leveraging transaction.

As of March 12, 2014, the Anschutz Company owned 48% of Regal (78%
voting), AllianceBernstein L.P. owned 8.1%, directors and
executives owned 1.9%, and the public owned the remainder.  Based
on current market valuations, Fitch estimates an enterprise value
of $5.5 billion, equating to an EBITDA to enterprise value market
multiple of approximately 10.4 times (x).  The following
discussion regarding Fitch's conclusions are based on Fitch's
interpretation of the current debt documents across Regal and
Regal Cinemas Corporation (Regal Cinemas).  At the end of the
third quarter, the consolidated entity had $2.4 billion in debt,
consisting of $1.275 billion in unsecured notes due 2022, 2023,
and 2025 at Regal, and an $85 million secured revolver and $1
billion secured term loan at Regal Cinemas, both due 2017.

Leveraging Transaction: Bondholder Protection Weak

Bondholder protection is weak in leveraging transaction scenarios
that do not trigger change of control provisions, including debt
financed shareholder returns or a leveraging buyout by Anschutz.
Under the credit agreement, Regal can incur up to $552 million
(Fitch estimate) in additional debt; provisions include a $260
million general basket for unsecured debt, a $10 million general
debt basket, a $200 million accordion feature, and Regal can draw
$82 million under the revolver.

The indenture limitations are more lenient than the credit
agreement's and potentially allows for leverage up to 7.0x.  If
Fitch assumes that the credit facility is replaced, unsecured
bondholder protection is weak as the indenture allows for up to
$1.4 billion (Fitch estimate) in additional debt at Regal and
Regal Cinemas, collectively: $879 million in additional secured
debt (indenture allows up to $1.85 billion under any credit
facilities, as defined.  This is the principal limiting factor on
secured debt; any additional secured debt allowable under the
2.75x net senior secured leverage covenant would violate this
limit.  There is currently $971 million principal outstanding on
the term loan, which counts against this basket.) and $500 million
in additional unsecured debt under the general basket.  Secured
debt is also limited by the greater of $1.85 billion and the
amount allowable under the 2.75x net senior secured leverage
covenant (Fitch estimates over $1.5 billion) and a general $50
million lien basket exists.  Total debt under the indenture is
governed by a 2x interest coverage covenant (Fitch estimates over
$2 billion in additional debt, thus, this covenant is not a
limiting factor).  Current Regal bondholders will be structurally
subordinated to any unsecured debt issued at Regal Cinemas.

Given the current market capital of approximately $3.3 billion,
Anschutz would need $1.8 billion to buy the remaining float.
Within the provisions of the current indenture, Anschutz could
potentially finance 75% of the deal with $1.4 billion in
additional debt on Regal's balance sheet, pushing leverage up to
7.0x.  This scenario could drive a multi-notch downgrade and
expected recoveries on current notes could materially decline due
to their structurally subordinated status.

Similarly, a debt financed return of capital to shareholders would
pressure ratings depending on its size.  Based on Fitch's
projections for growth in 2015, Regal could potentially issue $300
million in 2015 to fund the return and remain within the context
of current.

Piecemeal Sale of Company: Bondholder Protection Strong
Regal could potentially sell smaller portions of its portfolio to
other operators in multiple deals, in an effort to unlock value at
the asset or regional level.  The asset sale covenant on the
credit facility allows for up to $100 million in asset sales
annually (net proceeds are subject to mandatory repayment with the
exception that up to $100 million annually can be reinvested).
Fitch expects any sales, cumulatively, would exceed $100 million
and would be considered a sale of substantially all assets in a
series of related transactions, breaching the asset sale covenant
and also triggering change of control (CoC) under the credit
agreement.  Bondholders are also protected in this scenario, as a
sale of substantially all assets constitutes a CoC.

Outright Sale of Company: Bondholder Protection Strong

If Regal were to sell itself, or substantially all of its assets,
explicit CoC would be triggered under both the secured credit
agreement at Regal Cinemas and the unsecured notes at Regal.
Provisions common to the securities for CoC triggering events
include any person other than Anschutz, or affiliates, obtaining
50% or more voting control; liquidation, dissolution, or sale of
all or substantially all assets; and individuals who constitute
the board of directors cease to constitute at least a majority of
the board.  The credit agreement also triggers CoC if Regal or
Regal Entertainment Holdings, Inc. no longer beneficially owns
100% of Regal Cinemas.  The indenture includes a 101% CoC offer.

Fitch views an LBO by a financial buyer as challenging given
Regal's high leverage, already strong margins, cyclicality of the
industry, and the company's reliance on the studios for content
(i.e., out of management's control).  However, given investors'
search for yield, a group of investors or lenders could be willing
to push leverage up to the high single digits, or higher, as
transaction multiples in the LTM period ended 2Q'14 increased to
12.3x, a 26% increase from 2013.  A purchase by one of the other
major U.S. exhibitors (AMC, Cinemark, Carmike) would be subject to
what could be a challenging Department of Justice Review, which
would likely result in required divestures.  A foreign strategic
buyer is a possibility, following other similar deals in the U.S.
entertainment sector, including Wanda's investment in AMC,
SoftBank's investment in Legendary, and Alibaba's agreement with
Lions Gate.

Rating Sensitivities

Limited Rating Upside: Fitch heavily weighs the prospective
challenges facing Regal and its industry peers in arriving at the
long-term credit ratings.  Significant improvements in the
operating environment (sustainable increases in attendance) and
sustained deleveraging could have a positive effect on the rating,
though Fitch views this as unlikely.

Negative Trigger: A debt-financed material buyout, acquisition or
return of capital to shareholders that would raise the unadjusted
gross leverage beyond 4.5x could have a negative effect on the
rating.  In addition, meaningful, sustained declines in attendance
and/or per-guest concession spending that drove leverage beyond
4.5x would pressure the rating as well.

For more information, including an organizational chart and
covenant summaries, please see the report 'Regal Entertainment
Group', published Oct. 13, 2014.

Fitch currently rates Regal and Regal Cinemas as:

Regal

   -- Issuer Default Rating (IDR) 'B+';
   -- Senior unsecured notes 'B+/RR4'.

Regal Cinemas

   -- IDR 'B+';
   -- Senior secured credit facility 'BB+/RR1'.

The Rating Outlook is Stable.


REICHHOLD HOLDINGS: Asbestos Plaintiffs Object to Financing
-----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that lawyers representing individuals with asbestos
claims object to Reichhold Holdings US, Inc.'s oppose final
approval of $130 million in financing for the company and a non-
bankrupt affiliate.  According to the report, an ad hoc group
representing asbestos claimants object to giving lenders a
security interest in insurance policies that would cover their
clients' damages.

As previously reported by The Troubled Company Reporter, Judge
Mary F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware gave Reichhold interim authority to obtain postpetition
secured financing in the aggregate principal amount of $93,620,000
separately from Cantor Fitzgerald Securities, as administrative
and collateral agent, and Reichhold Holdings International B.V.

At the final hearing, the Debtors will seek final approval to
obtain up to an aggregate amount of $106,380,000 consisting of (a)
up to $53,190,000 from Cantor Fitzgerald Securities, as
administrative and collateral agent for a consortium of lenders,
("Senior DIP Loan") and (b) up to $53,190,000 from Reichhold BV,
the Debtors' non-debtor foreign affiliate ("Junior DIP Loan").

                          About Reichhold

Founded in 1927, Reichhold, with its world headquarters and
technology center in Durham, North Carolina, USA, is one of the
world's largest manufacturer of unsaturated polyester resins and a
leading supplier of coating resins for the industrial,
transportation, building and construction, marine, consumer and
graphic arts markets.  Reichhold -- http://www.Reichhold.com/--
has manufacturing operations throughout North America, Latin
America, the Middle East, Europe and Asia.

As of June 30, 2014, the Reichhold companies had consolidated
assets of $538 million and liabilities of $631 million.  In 2013,
the companies generated $1.08 billion in net revenue, and as of
the year-to-date August 2014, $750 million in net revenues.

Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S.
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-12237) on Sept. 30, 2014.

The Reichhold Companies are pursuing a sale transaction that has
two elements:

   (i) a consensual foreclosure by the holders of senior secured
notes on their security interests in the common and preferred
stock in Reichhold Holdings Luxembourg, S.a.r.l. ("RHL"), the
ultimate holding company of all of the non-debtor affiliates that
operate outside the U.S., and

  (ii) a purchase of certain assets of the Debtors by Reichhold
Holdings International B.V. through a credit bid pursuant to
Section 363 of the Bankruptcy Code.

Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and
CDG Group LLC (financial advisor) are representing Reichhold, Inc.
Latham & Watkins LLP (legal advisor) and Moelis & Company
(investment banker) are serving Reichhold Industries, Inc.

Logan & Company is the company's claims and noticing agent.

The cases are assigned to Judge Mary F. Walrath.

The U.S. Trustee for Region 3 appointed seven creditors of
Reichhold Holdings US, Inc. to serve on the official committee of
unsecured creditors.


RESIDENTIAL CAPITAL: Court Expunges $590,000 Quiroz Claim
---------------------------------------------------------
Bankruptcy Judge Martin Glenn sustained The Rescap Borrower Claims
Trust's objection to the claim filed by Jessica Angel Quiroz and
Ramon Quiroz.

The Claimants filed claim number 4413 against Debtor GMAC
Mortgage, LLC, asserting a general unsecured claim in the amount
of $522,000, as well as a priority claim for domestic support
obligations in the amount of $72,000, plus interest on the claim
amounts. The Claim stems from alleged liability related to real
property located at 89-37 Metropolitan Avenue, Rego Park, New York
11374.  The Claimants allege that GMACM wrongfully foreclosed on
the Property, obtained an erroneous judgment in a New York State
foreclosure action, and caused harm to the Claimants in the
process.

Judge Glenn held that the Claim is barred by res judicata or does
not state a claim for relief, and therefore the Objection is
sustained, and the Claim is expunged.

A copy of the Court's October 29, 2014 Memorandum Opinion is
available at http://is.gd/EMypygfrom Leagle.com.

The Trust is represented by Norman S. Rosenbaum, Esq., Jordan A.
Wishnew, Esq., Jessica J. Arett, Esq., at Morrison & Foerster LLP.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


REVEL AC: Judge Says Auction Loser Can't Void Brookfield Sale
-------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Gloria M. Burns in New
Jersey formally rebuffed a motion to invalidate the auction of
Atlantic City's bankrupt Revel Casino Hotel, dismissing a losing
bidder's claims of a tainted auction days after the bidder filed
notice of appeal.  According to the report, Judge Burns dismissed
an emergency motion filed by Polo North Country Club LLP and its
principal, Florida developer Glenn Straub, to overturn the Revel
auction because her prior approval of the sale rendered the motion
moot.

As previously reported by The Troubled Company Reporter, Judge
Burns approved the sale of Revel AC's assets to Brookfield for
$110 million in cash plus certain assumed liabilities and
additional considerations.  The Debtors, after the conclusion of
an auction, selected Toronto-based Brookfield as the successful
bidder, and the bid of Mr. Straub's company as the back-up bidder
with a $95.4 million offer.  Mr. Straub challenged the results of
the auction saying that Revel breached an agreement to provide
details about competing bids, and that there was collusion between
the purchaser and the Debtor's counsel.

                          About Revel AC

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

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

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

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

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

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

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


RODENDO CONSTRUCTION: High Court Won't Mull Row With Puerto Rico
----------------------------------------------------------------
Law360 reported that the U.S. Supreme Court said it will not
review a First Circuit ruling regarding a construction company's
allegations that the Puerto Rican government drove it into
bankruptcy by yanking contracts after an unrelated plea deal.
According to the report, Redondo Construction Corp. had asked the
high court to grant a writ of certiorari for review of the 10-
year-long litigation after the First Circuit in March affirmed the
district court's summary judgment grant over the claims that the
Puerto Rico Highway and Transportation Authority and another
agency improperly withdrew contracts that had already been
granted.

The case is Redondo Construction Corp. v. Izquierdo et al., case
number 13-1834, in the U.S. Court of Appeals for the First
Circuit. The Supreme Court case is Redondo Construction Corp. v.
Izquierdo et al., case number 14-51, in the Supreme Court of the
United States.


REVEL AC: Loser of Auction Files Appeal for Defunct Casino
----------------------------------------------------------
NBC reported that Florida developer Glenn Straub filed an appeal
from a U.S. bankruptcy judge's decision approving the sale of
Revel AC's assets to Brookfield Asset Management.  According to
the report, Brookfield with a $110 million bid was selected as the
winner during an auction over Mr. Straub, who was the stalking
horse bidder for the assets with a $90 million bid.

                          About Revel AC

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

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

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

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

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

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

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


SANMINA CORP: S&P Raises CCR to 'BB' on Improved Performance
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on San Jose, Calif.-based Sanmina Corp. to 'BB' from
'BB-'.  The outlook is stable.  At the same time, S&P raised its
rating on Sanmina's senior secured debt to 'BB+' from 'BB'.  The
recovery rating remains '2', indicating S&P's expectation of
substantial (70% to 90%) recovery in the event of a payment
default.

"The upgrade reflects our expectation that Sanmina will maintain
moderate leverage and adequate liquidity, which provides a cushion
to offset the company's exposure to potential volatility in
operating earnings and cash flow," said Standard & Poor's credit
analyst Martha Toll-Reed.

S&P's 'BB' rating reflects Sanmina's "weak" business risk profile
and its expectation that leverage will remain below 2x over the
coming year, resulting in S&P's revision of the company's
financial risk profile to "intermediate" from "significant."

The stable outlook incorporates S&P's expectation that Sanmina's
improved financial risk profile will provide ratings support,
despite ongoing exposure tom potential operating performance
volatility.  The outlook also reflects S&P's expectation that
Sanmina will maintain moderate financial policies.

The potential for higher ratings is constrained by Sanmina's
moderate scale in the global EMS industry relative to
significantly larger peers, and historically volatile
profitability and cash flow.

Although not likely in the near term, S&P could lower the rating
if material operating performance deterioration, or the company's
adoption of more aggressive financial policies, result in negative
free cash flow or leverage sustained above 2.5x.


SEARS HOLDINGS: Files Supplement to Units Rights Prospectus
-----------------------------------------------------------
Sears Holdings Corporation announced that the Company has filed a
prospectus supplement with the Securities and Exchange Commission
in connection with the Company's previously announced rights
offering of up to $625 million in aggregate principal amount of 8%
senior unsecured notes due 2019 and warrants to purchase shares of
its common stock.

Under the terms of the rights offering, the Company is planning to
distribute to its stockholders, at no charge, one transferable
subscription right for every 85.1872 shares of the Company's
common stock held of record as of 5:00 p.m., New York City time,
on Oct. 30, 2014, the previously announced record date.  Each
subscription right entitles the holder thereof to purchase, at a
subscription price of $500, one unit, consisting of (a) a 8%
senior unsecured note due 2019 in the principal amount of $500 and
(b) 17.5994 warrants, with each warrant entitling the holder
thereof to purchase one share of the Company's common stock.  The
warrants will be exercisable upon issuance at an exercise price of
$28.41, the closing market price on Oct. 17, 2014, the last
trading day before the Company's board of directors approved the
offering.  The warrants will have a term of approximately five
years and the exercise price will be payable either in cash or by
surrendering notes issued in the rights offering.  Fractional
rights and fractional warrants will not be issued, and such
fractional securities will be eliminated by rounding down.  Upon
the closing of the rights offering, the components of the units
will immediately separate from one another such that the senior
unsecured notes and warrants will constitute separate securities
and will be transferable separately.

The subscription rights have been approved for listing on the
NASDAQ Global Select Market under the symbol "SHLDZ", and are
expected to begin trading on that market on Oct. 31, 2014.  Unless
the rights offering is extended, trading of the subscription
rights on the NASDAQ Global Select Market is scheduled to cease at
4:00 p.m., New York City time, on Nov. 13, 2014.

As soon as practicable after the record date, the Company will
distribute subscription right certificates to the registered
holders of its common stock as of the record date.  The
subscription rights may be exercised beginning on Nov. 3, 2014,
and the rights offering will expire at 5:00 p.m., New York City
time, on Nov. 18, 2014.  However, the Company reserves the right
to cancel or terminate the rights offering or amend the terms
thereof, and there can be no assurance that the rights offering
will launch or be closed on the schedule or terms described in
this release, or that the rights offering will be fully
subscribed.  Holders of subscription rights who fully exercise all
of their subscription rights may also make a request to purchase
additional units through the exercise of an over-subscription
privilege, although we cannot assure investors that any over-
subscriptions will be filled.

Sears currently plans to release certain preliminary financial
information with respect to its 2014 fiscal third quarter on
Nov. 7, 2014.

                            About Sears

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

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

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

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

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

                            *     *     *

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

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

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

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


SCIENTIFIC GAMES: Incurs $69.8 Million Net Loss in 3rd Quarter
--------------------------------------------------------------
Scientific Games Corporation reported a net loss of $69.8 million
on $415.6 million of total revenue for the three months ended
Sept. 30, 2014, compared to a net loss of $500,000 on $234.4
million of total revenue for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss of $187.2 million on $1.22 billion of total revenue
compared to a net loss of $26.7 million on $689 million of total
revenue for the same peirod during the prior year.

The Company's balance sheet at Sept. 30, 2014, showed $4.03
billion in total assets, $3.93 billion in total liabilities and
$105.7 million in total stockholders' equity.

"During the quarter, the Company generated $126 million of cash
flow from operations, which after $62 million of capital
expenditures resulted in $65 million of free cash flow," said
Gavin Isaacs, president and chief executive officer.  "While our
operating results still require further improvement to achieve the
level of performance we expect, we believe we are making solid
progress in utilization of working capital, implementation of WMS-
related integration initiatives, strengthening the organization-
wide focus on disciplined cost management and directing capital
allocation only toward our highest-return opportunities."

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

                        http://is.gd/rEtvdw

                      About Scientific Games

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

Scientific Games reported a net loss of $30.2 million in 2013, a
net loss of $62.6 million in 2012 and a net loss of $12.6 million
in 2011.

                           *     *     *

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

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

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


SKYLINE MANOR: Can Proceed with Nov. 19 Auction
-----------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a U.S. bankruptcy judge in Omaha has approved
the procedures governing the sale of Skyline Manor Inc.'s 199-unit
continuing-care retirement community and 140-unit independent
living facility in Omaha, Nebraska, and scheduled a Nov. 19
auction to be followed by a Nov. 21 sale hearing.  According to
the report, no buyer was under contract when the trustee for the
Debtor sought approval of the sale procedures.

                       About Skyline Manor

Skyline Manor Inc. is a Nebraska non-profit corporation that
operates a 199-unit continuing care retirement community and a 140
unit independent living facility in Omaha.  Skyline Manor filed a
Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934)
on May 8, 2014.  The petition was signed by John W. Bartle as
chief restructuring officer.  Judge Thomas L. Saladino presides
over the case.

The Debtor disclosed $19,892,926 in assets and $13,732,877 in
liabilities as of the Chapter 11 filing.

Mr. Ross has been appointed as the Chapter 11 trustee for Skyline
Manor.


SOURCE HOME: Settles Job-Cut Notice Suit
----------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Source Home Entertainment LLC settled a class
action brought on behalf of workers who were fired without 60
days' notice required by the so-called Warn Acts under federal and
California law.  According to the report, the settlement calls for
a payment of $675,000.  If the workers were to win in the suit,
damages would be $3.9 million, Source Home said, the Bloomberg
report cited.

                 About Source Home Entertainment
                       and Source Interlink

Headquartered in Bonita Springs, Florida, Source Home
Entertainment, LLC, manufactures front-end retail checkout
displays and is a leading distributor of books, periodicals, and
other printed material.  Its distribution network spans over
32,500 retail locations in the U.S. and abroad.

In the twelve months ended April 30, 2014, Source Home generated
revenues totaling approximately $600 million on a consolidated
basis.  As of March 31, 2014, Source Home had assets (not
including goodwill or intangibles) of $205 million and liabilities
of approximately $290 million.  Source Interlink Distribution, LLC
disclosed $82,729,238 in assets and $104,521,951 in liabilities.

Source Home, Source Interlink Manufacturing, LLC, and other
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 14-11553) on June 23, 2014, to sell their front-end retail
display fixtures business to lenders, absent higher and better
offers.  The Debtors are winding down their books distribution
business.

The Debtors have tapped Kirkland & Ellis LLP as general bankruptcy
and corporate counsel; Young Conaway Stargatt & Taylor, LLP, as
co-counsel, FTI Consulting, Inc., as crisis and turnaround
advisor; and Kurtzman Carson Consultants, LLC, as claims agent.
Stephen Dube has been designated by the Debtors to act as chief
restructuring officer and Joshua Korsower to act as chief
financial officer.

The United States Trustee for Region 3 appointed seven creditors
to serve on the Official Committee of Unsecured Creditors.  The
Committee is represented by Lowenstein Sandler LLP, and Duane
Morris LLP.  The Committee tapped PricewaterhouseCoopers LLP as
its financial advisor.


SOVEREIGN ASSETS: Voluntary Chapter 15 Case Summary
---------------------------------------------------
Chapter 15 Petitioner: Adv. Guy Gissin and Adv. Rami Kogan, solely
                       in their capacity as Special Administrators

Chapter 15 Debtor: Sovereign Assets Ltd.
                   c/o Gissin & Co., Advocates
                   38 Habarzel Street, 6th Floor

Chapter 15 Case No.: 14-13009

Chapter 15 Petition Date: October 31, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Shelley C. Chapman

Chapter 15 Petitioners': Michael S. Devorkin, Esq.
Counsel                  Marc D. Rosenberg, Esq.
                         GOLENBOCK, EISEMAN, ASSOR BELL &
                         PESKOE LLP
                         437 Madison Avenue
                         New York, NY 10022
                         Tel: (212) 907-7438
                         Fax: (212) 754-0330
                         Email: mdevorkin@golenbock.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million


SPX CORPORATION: Fitch Puts 'BB+' IDR on CreditWatch Negative
-------------------------------------------------------------
Fitch Ratings has placed Issuer Default Ratings (IDR) and ratings
of senior secured facilities and senior unsecured notes for SPX
Corporation (SPX) on Rating Watch Negative.  The action reflects
SPX's plan to spin off its Flow Technology business into a
standalone company (FlowCo) as announced on Oct. 29, 2014.
Fitch's ratings cover approximately $1.4 billion senior secured
and unsecured indebtedness.

KEY RATING DRIVERS

The Negative Watch reflects Fitch's concerns regarding SPX's post
spin-off capital structure, expected reduction in product and end-
market diversification, and increased exposure to highly cyclical
end-markets.  The remaining businesses are expected to have
noticeably lower operating margins and smaller aftermarket
content, potentially increasing SPX's exposure to economic cycles.

Fitch's other concerns include SPX's willingness to maintain
higher leverage than its stated leverage range for a prolonged
period of time and future cash deployment strategy, which
currently focuses on share repurchases and acquisitions.
Additionally, Fitch is cautious regarding SPX's overall business
strategy and growth opportunities post spin-off as the company has
focused primarily on growing its Flow Technology segment over the
past decade.

On Oct. 29, 2014, SPX announced a commencement of consent
solicitation, under which the company requested a consent
solicitation to amend an indenture of currently outstanding $600
million senior unsecured notes.  The proposed amendments will
allow the company to transfer certain SPX assets to FlowCo.
Additionally, the notes will become FlowCo's obligations and will
be guaranteed by FlowCo's subsidiaries.  The failure to obtain the
consent will result in the notes remaining SPX's obligation, but
without guarantees from FlowCo or its subsidiaries.  The consent
solicitation will expire on Nov. 7, 2014.

Fitch estimates that FlowCo will account for approximately 60% and
74% of SPX's pro forma 2014 revenues and EBITDA, respectively.
SPX's management expects credit metrics of FlowCo and remaining
SPX will be consistent with the company's current CREDIT PROFILE
which includes a gross debt/EBITDA target of 1.5x to 2.5x as
defined in its bank agreement (the ratio is understated when
compared to Fitch's calculation).

The spin-off will create a pure-play flow company that will
consist of SPX's Flow Technology segment and Hydraulic
Technologies business which is a part of the Industrial segment.
SPX will retain its Thermal segment and the majority of the
Industrial segment serving customers in the power market and
providing products in HVAC  and specialty infrastructure sectors.
The spin-off is expected to be completed within 12 months from the
announcement.  SPX does not expect to receive a cash dividend as
part of the transaction.

SPX's current ratings are supported by solid operating cash
generation; good product and geographic diversification;
management's track record in successfully integrating
acquisitions; sizable revenues from the higher-margin aftermarket
business; and solid backlog.  During 2013, SPX addressed Fitch's
concern as to the underfunded status of its U.S. pension plan
liabilities by making a $250 million voluntary contribution.  The
company also transferred its U.S. qualified monthly pension
payment obligations for current retirees to Massachusetts MUTUAL
LIFE INSURANCE  Company along with other actions in early 2014
which significantly reduced its U.S. qualified pension
obligations.

SPX's leverage (debt-to-EBITDA) has declined to approximately 2.9x
at Sept. 27 2014, down from 3.5x at the end of 2013, driven by
improvements in operating performance and the repayment of $500
million senior unsecured notes.  The company has maintained strong
liquidity of approximately $1 billion over the past several years.
At Sept. 27, 2014, SPX's liquidity of $788 million consisted of
$502 million in cash and $286 million of availability under its
revolving credit facilities.

SPX's free cash flows (FCF) has been week over the past two years
driven by a $250 million voluntary cash contribution towards its
U.S. PENSION PLANS  in 2013 and a significant investment in net
working capital in connection with the ClydeUnion acquisition in
2012.  Fitch expects SPX will generate above $500 million FCF in
2014 primarily driven by a sale of its 44.5% joint venture
interest in EGS Electrical Group LLC to Emerson Electric Co. for
$574 million (or approximately $350 million after tax).  Fitch
expects pre-spin-off SPX will generate positive FCF in the range
of $150 million to $200 million annually over the next several
years.

RATING SENSITIVITIES

Fitch expects to resolve the Negative Watch when the company
provides further details regarding its post spin-off capital
structure.  Fitch's future rating actions will take into account
detailed analyses of the post spin-off company including but not
limited to such quantitative and qualitative factors as expected
leverage through the business cycle, business cyclicality, cash
generation patterns and seasonality, expected liquidity, and
future growth strategies.

Fitch has placed these ratings on Negative Watch:

   -- IDR 'BB+';
   -- Senior secured bank facilities 'BB+';
   -- Senior UNSECURED DEBT 'BB'.


STANFORD GROUP: Tiger Woods Charities Fail to Kill Suit by Trustee
------------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Tiger Woods Foundation Inc. and Tiger Woods
Charity Event Corp., charities founded by professional golfer
Tiger Woods that received $500,000 in charitable contributions
from R. Allen Stanford's Ponzi scheme, failed to persuade a
federal judge to dismiss a receiver's suit seeking to recover the
contributions as fraudulent transfers.  According to the report,
U.S. District Judge David C. Godbey in Dallas denied the
charities' dismissal request, finding that the receiver adequately
set forth a basis for reliance on the so-called discovery rule.

The case is Janvey v. Tiger Woods Foundation Inc., 14-cv-1567,
U.S. District Court, Northern District of Texas (Dallas).

                       About Stanford Group

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

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

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

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

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

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


STAR DYNAMICS: Judge Tosses Chapter 11 and Nixes Sale
-----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Bankruptcy Judge Charles M. Caldwell in
Columbus, Ohio, refused to approve the sale of Star Dynamics
Corp.'s assets and said he would sign an order dismissing the
Chapter 11 case, saying there may be substantial secured claims
precluding recovery by unsecured creditors.  According to the
report, Judge Caldwell also questioned whether anything would
remain to justify the expense of a liquidating Chapter 11 plan or
Chapter 7 trustee.

As previously reported by The Troubled Company Reporter, Judge
Caldwell has declared that there's "no real hope" for a going-
concern reorganization of the radar-systems developer.

                        About STAR Dynamics

STAR Dynamics Corp. develops, sales, and services instrumentation
radar systems for missile test ranges utilized by the United
States and foreign governments.  Located principally in Hilliard,
Ohio, with satellite offices in Herndon, Virginia and Sandestin
Florida, it has 112 full-time employees.

STAR Dynamics filed a petition for Chapter 11 protection (Bankr.
S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio,
in part to halt a lawsuit by BAE Systems Plc.

According to its first-day motions and as of Nov. 30, 2013, it
has assets of $28,470,788.13, liabilities of $50,892,360.12 and
gross sales of $8,140,140.93.  In its schedules, the Debtor
listed $12,138,334 in total assets and $50,740,343 in total
liabilities.

BAE is an American subsidiary of a global-level defense
contractor based in Great Britain, with more than 50,000 employees
world-wide.  BAE has its headquarters in Arlington, Virginia, and
like the Debtor, is engaged in the radar range business for the
testing of missiles and other weaponry.

Bankruptcy Judge Charles M. Caldwell oversees the case.  Thomas
R. Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle,
Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's
bankruptcy counsel.  Michael J. Sullivan, Esq., Russell A.
Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and
Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP,
serve as special counsel with respect to litigation involving BAE
Systems and with respect to the completion of prepetition patent
work.  Sagent Advisors LLC serves as financial advisor.


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.


SUGAR LAND GARDENS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sugar Land Gardens, LLC
           dba Chelsea Gardens
        13 Northtown Drive, Suite 220
        Jackson, MS 39211

Case No.: 14-03511

Nature of Business: Health Care

Chapter 11 Petition Date: October 30, 2014

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Jackson-3 Divisional Office)

Judge: Hon. Edward Ellington

Debtor's Counsel: Julie B Mitchell, Esq.
                  MITCHELL DAY LAW FIRM, PLLC
                  618 Crescent Boulevard, Suite 203
                  Ridgeland, MS 39157-8664
                  Tel: (601) 707-4036
                  Fax: (601) 213-4116
                  Email: jbmitchell@mitchellday.com

                     - and -

                  William E Steffes, Esq.
                  STEFFES, VINGIELLO & MCKENZIE, LLC
                  13702 Course Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: 225-751-1751
                  Fax: 225-751-1998
                  Email: bsteffes@steffeslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by William David Hill, Jr., president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mssb14-03511.pdf


SUN BANCORP: EJF Capital Reports 5.5% Equity Stake
--------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, EJF Capital LLC and its affiliates disclosed
that as of Sept. 29, 2014, they beneficially owned 1,029,599
shares of common stock of Sun Bancorp, Inc., representing 5.5
percent based on 18,585,036 shares of common stock outstanding as
of Oct. 22, 2014, as disclosed in the Company's Form S-3 filed
with the SEC on Oct. 29, 2014.

of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/6MLH7w

                          About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company
headquartered in Vineland, New Jersey, with its executive offices
located in Mt. Laurel, New Jersey.  Its primary subsidiary is Sun
National Bank, a full service commercial bank serving customers
through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

Sun Bancorp reported a net loss available to common shareholders
of $9.94 million in 2013, a net loss available to common
shareholders of $50.49 million in 2012, and a net loss available
to common shareholders of $67.50 million in 2011.

As of Sept. 30, 2014, the Company had $2.81 billion in total
assets, $2.57 billion in total liabilities and $247.04 million in
total shareholders' equity.


SUNDLAND INC: Future Claimants Must File Claim by Oct. 2016
-----------------------------------------------------------
Clarke C. Coll, the Chapter 7 Trustee in the bankruptcy case of
Sunland Inc., said future claimants who hold Recall Claims and
Bodily Injury Claims related to the Company's peanuts, peanut
butter, and other nut products, must file before Oct. 24, 2016,
proofs of claim against the Debtor with the claims administrator
at:

   Integrion Group
   PO Box 27815
   Albuquerque, NM 87125
   Tel: (505) 293-6600

On Oct. 9, 2013, the U.S. Bankruptcy Court for the District of
New Mexico approved a settlement agreement and insurance policies
buyback, as well as Salmonella claim settlement and distribution
procedures, which among other things, approved an amended future
claims procedures.  Pursuant to the orders, $750,000 will be
deposited into a future claims trust from which distributions will
be made on a pro rata basis, in amounts not to exceed finally
determined amounts, after all future claims have been finally
determined under the procedures.  No distribution will be made
from the future claims trust from punitive damages.

Future Claimants are those who hold Recall Claims and Bodily
Injury Claims that: (a) had not accrued prior to the filing of the
Bankruptcy Case; or (b) were neither listed nor scheduled under 11
U.S.C. 521(a)(1), with the name, if known to Sunland or the
Trustee, of the Claimant, in time to permit timely filing of a
proof of claim, unless such Claimant had notice or actual
knowledge of the Bankruptcy Case in time for such timely filing.

"Recall Claims" are Claims by Claimants for losses and damages
arising from or related to the Recall Events and/or the Salmonella
Outbreak. "Bodily Injury Claims" are Claims of individuals who
allege personal injury damages resulting from the Salmonella
Outbreak or associated with the Recall Events.

                        About Sundland Inc.

Sunland Inc. produces and distributes peanuts, peanut butter, and
other nut products.  The Company filed a voluntary Chapter 7
bankruptcy petition on Oct. 9, 2013, in the U.S. Bankruptcy Court
for the District of New Mexico (Bankr. D. N.M. Case No. 13-13301).
Clarke C. Coll serves as Chapter 7 Trustee.

In September 2012, the Company issued a voluntary recall of
certain products in connection with an outbreak of Salmonella
Bredeney potentially linked to its products.  Recall information
may be found at http://is.gd/Rg4sMg


SURTRONICS INC: Smith & Wade Files Notice of Plan Effective Date
----------------------------------------------------------------
Smith & Wade, creditor in the bankruptcy case of Surtronics, Inc.,
filed a Notice of Effective Date of Confirmed Plan on October 20,
2014.

The Debtor's Second Amended Plan of Reorganization filed June 25,
2014, was confirmed on August 20 by the U.S. Bankruptcy Court for
the Eastern District of North Carolina.

The Debtor withdrew the original Notice of Effective Date filed on
September 4, 2014, because Smith & Wade objected and moved to
strike the original notice, stating that the Confirmed Plan, have
not fully and completely been satisfied and that, therefore, the
Effective Date has not occurred.

In its Notice of Effective Date, Smith & Wade disclosed that it
executed on or before the Effective Date a New Lease, a New
Purchase Option, and release and waiver documents with the Debtor,
as required by the Confirmed Plan and Order Confirming Plan.  The
Debtor was also required to provide Smith & Wade with proof of
adequate insurance on the Property.

Because all conditions precedent have been satisfied, Smith & Wade
says the Effective Date of the Confirmed Plan has occurred and
occurred, at the latest, as of September 24, 2014.

                     About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr Riggs &
Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator has been unable to organize and
recommend to the Bankruptcy Court the appointment of a committee
of creditors holding unsecured claims against Surtronics Inc.


SURTRONICS INC: Smith & Wade Seeks Compliance of Lease and Plan
---------------------------------------------------------------
Smith & Wade, a North Carolina general partnership and a creditor
in the bankruptcy case of Surtronics, Inc., asks the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
compel the Debtor to comply with the terms of the Confirmed Plan
of Reorganization and the terms of the new lease agreement
executed by Smith & Wade and the Debtor as required by the
Confirmed Plan.

Smith & Wade is the owner of a real property located in Raleigh,
North Carolina, which consists of raw land and improvements.  In
October 2003, Smith & Wade and the Debtor entered into the
original lease agreement, in which the Debtor leased the Property.

Rent under the new Lease Agreement is due on the first day of each
month in the amount of $15,000.

Smith & Wade tells the Court that as of October 20, 2014, the
Debtor has not paid the rent due and owing for the month of
October.  Smith & Wade contends that the Debtor is currently in
default of the Lease Agreement.

By its motion, Smith & Wade asks the Court to declare the Debtor
in default of the Lease Agreement, to compel the Debtor to comply
with the terms of the Confirmed Plan and the Lease Agreement.
Smith & Wade also asks the Court to compel the Debtor to pay Smith
& Wade $15,000 in past due rent for October, plus interest at the
rate of 1.5% from the date that rent was due, plus all costs and
expenses.

                     About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr Riggs &
Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator has been unable to organize and
recommend to the Bankruptcy Court the appointment of a committee
of creditors holding unsecured claims against Surtronics Inc.


SURTRONICS INC: Wade Parties Object Bid to Modify Confirmed Plan
----------------------------------------------------------------
Smith & Wade and William H. Wade, Jr., filed separate objections
to Surtronics, Inc.'s motion to modify the Confirmed Plan of
Reorganization.

The Debtor's Second Amended Plan was filed June 25, 2014, and
confirmed by the U.S. Bankruptcy Court for the Eastern District of
North Carolina on August 20, 2014.

Smith & Wade is a creditor of the Debtor.  William H. Wade, Jr.,
is a party in interest in the bankruptcy case by virtue of being a
named defendant in the adversary proceeding entitled Surtronics,
Inc. v. Smith & Wade and William H. Wade, Jr., Case No. 13-00163-
8-SWH.  Mr. Wade is a partner of Smith & Wade.

In its Motion to Modify, the Debtor seeks to change and modify
significantly the treatment of Wade & Smith claims, the
protections of Mr. Wade in the Adversary Proceeding resolution,
and the Debtor's reorganization requirements as contained in the
Order Confirming Plan entered August 20, 2014, and the related
Order Allowing Joint Emergency Motion for Approval of Compromise
Between Debtor and Smith & Wade, North Carolina General
Partnership.

Mr. Wade contends that the Plan's Effective Date has occurred and
Surtronics has no ability to modify the Confirmed Plan in the
unilateral fashion that it seeks.

Wade & Smith asserts that the Motion to Modify represents a
baseless and improper attempt by the Debtor to unilaterally
rescind a consensual settlement agreement entered into by the
Debtor and Wade & Smith in June 2014, which was approved by the
Court on July 3.  The Agreement also finalized the terms of Wade &
Smith's Class 5 Plan Treatment.

Not only does the Debtor want to rescind the Agreement, it is
asking the Court to rewrite the terms of the consensual Agreement
and bind Wade & Smith to terms and obligations that were never
bargained for or agreed to, Wade & Smith alleges.

A hearing to consider the motion is scheduled for November 13,
2014, at 10:00 a.m.

                     About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr Riggs &
Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator has been unable to organize and
recommend to the Bankruptcy Court the appointment of a committee
of creditors holding unsecured claims against Surtronics Inc.


SURTRONICS INC: Wade Parties Oppose Motion for Reconsideration
--------------------------------------------------------------
Smith & Wade and William H. Wade, Jr., filed separate objections
to Surtronics, Inc.'s motion for reconsideration.

The Debtor's Second Amended Plan was filed June 25, 2014, and
confirmed by the U.S. Bankruptcy Court for the Eastern District of
North Carolina on August 20, 2014.

Smith & Wade is a creditor of the Debtor.  William H. Wade, Jr.,
is a party in interest in the bankruptcy case by virtue of being a
named defendant in the adversary proceeding entitled Surtronics,
Inc. v. Smith & Wade and William H. Wade, Jr., Case No. 13-00163-
8-SWH.  Mr. Wade is a partner of Smith & Wade.

In its Motion for Reconsideration, the Debtor asks the Court for
relief from the consensual compromise order for the treatment of
Smith & Wade's Claims under Class 5, and from the consent order
treating payments as payments of administrative expenses.

Mr. Wade asserts that the Debtor has no basis in law or fact to
modify its Confirmed Plan or remove the Settlement Order and both
motions should be wholly denied.

Smith & Wade argues that the Motion for Reconsideration fails to
set forth any basis for obtaining relief under Rule 60(b) of the
Federal Rules of Civil Procedure and fails to explain how the
threshold conditions are satisfied.

Wade & Smith also contends that contrary to the Debtor's
allegations, there are no unforeseen or material circumstances
that justify unilaterally rescinding the parties' consensual
compromise.

A hearing to consider the motion is scheduled for November 13,
2014, at 10:00 a.m.

                     About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr Riggs &
Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator has been unable to organize and
recommend to the Bankruptcy Court the appointment of a committee
of creditors holding unsecured claims against Surtronics Inc.


TASC INC: Moody's Puts 'B3' CFR on Review for Upgrade
-----------------------------------------------------
Moody's Investors Service has placed the ratings of TASC, Inc.
under review following the announced merger between TASC and
Engility Holdings, Inc.

Ratings placed under review for upgrade:

Corporate Family, B3

Probability of Default, B3-PD

$250 million second lien term loan due 2021, Caa2, LGD5

Ratings placed under review with direction uncertain:

$50 million first lien revolver due 2019, B1, LGD2

$395 million first lien term loan due 2020, B1, LGD2

Ratings Rationale

TASC's Corporate Family Rating of B3 has been placed under review
for possible upgrade because the transaction, as described, could
result in a more broadly diversified federal services organization
with less financial leverage and a more competitive cost
structure. As such, expected credit metrics and other risk
considerations may support a higher rating. If the CFR were to
rise from the transaction, it would likely do so by not more than
one notch.

Pursuant to the planned business combination, TASC's existing debt
is expected to remain outstanding after the transaction.
Additional debt of $585 million is planned to refinance Engility's
debt and to pay a dividend to Engility's stockholders. Instrument
rating outcomes from the merger will be sensitive to composition
of the incremental debt. TASC's first lien debt rating, currently
up-notched to B1 versus the B3 Corporate Family Rating, could
narrow to a one notch uplift. Thus, if the CFR continues at B3
following the review, the first lien ratings could decline to B2.
It is also possible that the first lien's two notch rating uplift
could remain and should the CFR rise, the first lien ratings would
then become Ba3. TASC's second lien debt rating of Caa2 is
unlikely to be downgraded.

Beyond the ultimate liability structure, the review will focus on
anticipated backlog levels, integration risk, management team,
extent of potential revenue/cost synergies, the pace of de-
levering possible and liquidity considerations. Moody's expect to
conclude the review in the first quarter of 2015.

The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

TASC, Inc. provides advanced systems engineering and integration
services to U.S. Government intelligence agencies, Department of
Defense and various civil agencies. The existing company is a
former unit of Northrop Grumman Corporation's advisory services
segment and was acquired for $1.65 billion in a leveraged
transaction by affiliates of General Atlantic and Kohlberg Kravis
Roberts in late 2009. Revenues in 2013 were $1.3 billion. Engility
Holdings, Inc., through its subsidiaries, provides systems
engineering services, training, program management and operational
support for the U.S. Government worldwide. Engility Holdings,
Inc., which was spun off from L-3 Communications Holdings, Inc. on
July 17, 2012, had revenues of $1.4 billion in 2013.


TPF II POWER: S&P Assigns 'BB-' Rating on $1.6-Bil. Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-' debt
rating to TPF II Power LLC's $1.6 billion senior secured first-
lien term loan due 2021 and $90 million revolving credit facility
due 2019.  The recovery rating is '2', indicating S&P's
expectation that lenders could expect substantial (70% to 90%)
recovery if a payment default occurs.  S&P's recovery expectations
are in the upper half of the 70% to 90% range.  TPF II Covert
Midco LLC is co-issuer with TPF II and is a joint and several
obligor.  The rating reflects S&P's review and assessment of final
documents and legal opinions.  The outlook is stable.

In addition, with the close of the transaction S&P is withdrawing
its ratings on Astoria Generating Co. Acquisitions LLC, TPF II LC
LLC, and TPF II Rolling Hills LLC.  The debt issued by TPF II
Power will repay the debt at these subsidiary companies.

TPF II is a ring-fenced, special-purpose entity owning close to
4.9 gigawatts (GW) of generation capacity from seven separate
plants in the Pennsylvania-Jersey-Maryland (PJM) Interconnection,
Midcontinent Independent System Operator (MISO), and New York
Independent System Operator (NYISO) power markets.  It is 100%
owned by funds managed by U.S. private equity firm Tenaska Capital
Management.  TPF II issued a $1.6 billion senior secured first-
lien term loan and a $90 million revolving credit facility.  TPF
II will use proceeds to repay existing subsidiary debt, fund a
debt service reserve account, and make a distribution to the
sponsors.  The term loan matures in 2021 and the revolving
facility in 2019.  TPF II will repay the term loan through minimal
mandatory amortization and a cash flow sweep that will range from
75% to 100% based on leverage.

S&P's 'BB-' rating primarily reflects the portfolio's exposure to
merchant energy and capacity markets and high capital spending
needs, although these risks are partially offset by their position
in strong markets that have visibility into capacity prices for
several years and favorable supply and demand dynamics.

"Through the debt's term we expect capacity revenues to constitute
close to 70% of gross margins, making most of its cash flow
predictable over the next few years if the plants can achieve and
maintain high availabilities," said Standard & Poor's credit
analyst Stephen Coscia.

The stable outlook reflects TPF II's reliance on predictable
capacity payments for most of its cash flow over the next few
years.

A rating upgrade would likely require DSCRs in the 2.5x area,
sound operational performance especially for the NYISO plants, and
lower debt at maturity.

S&P would lower the rating if expected debt service coverage fell
closer to 1.5x, which could stem from operational issues that
lower availability and increase maintenance costs, or lower-than-
expected capacity prices in NYISO Zone J over the next few years.


TRANSGENOMIC INC: Incurs $384,000 Net Loss in Third Quarter
-----------------------------------------------------------
Transgenomic, Inc., reported a net loss available to common
stockholders of $384,000 on $6.37 million of net sales for the
three months ended Sept. 30, 2014, compared to a net loss
available to common stockholders of $5.73 million on $6.64 million
of net sales for the same period in 2013.

For the nine months ended Sept. 30, 2014, the Company reported a
net loss available to common stockholders of $8.98 million on
$19.38 million of net sales compared to a net loss available to
common stockholders of $12.54 million on $21.32 million of net
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2014, showed $30.84
million in total assets, $20.61 million in total liabilities and
$10.23 million in stockholders' equity.

Cash and cash equivalents were $0.9 million as of Sept. 30, 2014,
compared with $1.6 million as of Dec. 31, 2013.  After the close
of the quarter, on Oct. 22, 2014, the Company announced that it
had raised $2.375 million in a private placement financing.

Paul Kinnon, president and chief executive officer of
Transgenomic, commented, "During the third quarter, the company
reported a number of advances in areas that are critical for the
Company's success.  Most significantly, we are announcing today
that we have received the first pharma project involving our
Multiplexed ICE COLD-PCRTM (MX-ICP) technology in our Biomarker
Identification business unit.  Additionally, we announced today
that we finalized an important agreement with world-leading
molecular pathology researchers at the University of Melbourne for
MX-ICP.  The first study seeks to establish that MX-ICP's ultra-
high sensitivity produces results that are clinically valuable for
the routine diagnosis and treatment of cancer.  We expect this and
other validation studies conducted by the University of
Melbourne's highly respected researchers will be key in helping us
to achieve the tremendous clinical and commercial potential of
this breakthrough technology."

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

                        http://is.gd/Mym3Ei

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

The Company reported a net loss available to common stockholders
of $16.71 million in 2013, a net loss available to common
stockholders of $8.98 million in 2012 and a net loss available to
common stockholders of $10.79 million in 2011.


VARIANT HOLDING: Gets $10M DIP In Settlement With Creditor
----------------------------------------------------------
Law360 reported that lender Beach Point Capital Management LP and
debtor Variant Holding Co. LLC, which accused the creditor of a
loan-to-own scheme, entered into a settlement to resolve their
disputes.  According to the report, the proposed settlement would
have the lender provide up to $10 million in debtor-in-possession
financing and implement a protocol for the debtor to sell off part
of what it says is its $300 million real estate portfolio.
Moreover, the settlement resolves a California state lawsuit the
lender filed against Variant in an attempt to collect on a roughly
$78 million prepetition loan, as well as a cross-complaint the
debtor had lodged in that action, the report related, citing the
settlement motion.

                      About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014, without stating a reason.

Tucson, Arizona-based Variant Holding estimated $100 million to
$500 million in assets and less than $100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.


VIGGLE INC: HitFix Becomes Premiere Platform Partner
----------------------------------------------------
Viggle Inc. announced a partnership with HitFix that will extend
Viggle users' ability to earn points while engaging with content
at Hitfix.  With the impending launch of the Viggle Points API,
users will be able to earn Viggle Points beyond current properties
which include the Viggle App, Wetpaint, NextGuide and
Vigglestore.com.

Starting in early 2015, HitFix, which offers breaking news,
engaging reviews and in- depth coverage of  film,television, music
and comedy to millenials, will feature Viggle badges on all their
video content that  allow viewers to easily and quickly earn
Viggle Points.  For new Viggle users, there will be a sign-up
widget that pops up so they are able to register immediately.
From there, viewers can watch videos to earn Viggle Points and
ultimately redeem those points for real rewards from Viggle,
including TV shows, movies, music and more.

"Viggle is about rewarding entertainment wherever it may be
consumed - watching TV, listening to music, and engaging with
online video.  The Viggle Points API helps achieve this vision by
enabling any web or mobile app publisher to reward activities with
Viggle Points," says Greg Consiglio, president and COO of Viggle.
"The partnership with HitFix exemplifies how entertainment
publishers can drive engagement and repeat visits leverageing
Viggle's patented entertainment rewards platoform."

"We are excited to integrate Viggle Points into our video
experience.  We've seen explosive growth in our original video
consumption, and this platform will provide additional incentive
for our audience to discover even more of the quality content
they've come to expect from HitFix," says HitFix CEO Jen Sargent .

This partnership with HitFix marks the first step of Viggle's
expansion using its API technology across a variety of
entertainment media platforms.  Currently integrated on Wetpaint,
Viggle's entertainment and celebrity news site, Vigglers can earn
points for watching Wetpaint original videos.  HitFix, which
reaches more than 270 million viewers each month including their
out-of-home video programming, gives Viggle the ability to reach
an entirely new entertainment audience and drive them back to
Viggle's rewards program.

Visitors to HitFix will begin to see the point earning
opportunites across the site in early 2015.

                            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.


WALLDESIGN INC: Centex Wants Relief From Automatic Stay
-------------------------------------------------------
Centex Homes et al. ask the U.S. Bankruptcy Court for the Central
District of California to lift the automatic stay in the Chapter
11 case of Walldesign Inc. to recover from applicable insurance,
if any.  Centex said it will waive any deficiency or other claim
against Walldesign Inc. or property of the Debtor's bankruptcy
estate.

A hearing is set for Nov. 19, 2014, at 10:00 a.m., Courtroom 5D,
411 West Fourth Street in Santa Ana, California, to consider
Centex's request.

Centex Homes retained as counsel:

   Sandra Schaeffer, Esq.
   Melinda N. Muir Rivers, Esq.
   SCHAEFFER LAW
   2929 E. Camelback Road, Suite 216
   Phoenix, AZ 85016
   Tel: (602) 277-2122
   Fax: (602) 277-2125
   Email: sschaeffer@schaefferlawpc.com
          mmuir@schaefferlawpc.com

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Marc J. Winthrop, Esq., Sean A. O'Keefe, Esq., and Jeannie Kim,
Esq., at Winthrop Couchot, serve as the Debtor's counsel.  In its
petition, the Debtor estimated $10 million to $50 million in
assets and debts.  The petition was signed by Michael Bello, chief
executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WILLIAM HAWKINS: Lavish Spending Tax Ruling Unlikely To Spread Far
------------------------------------------------------------------
Law360 reported that a recent Ninth Circuit ruling that
extravagant spending habits aren't enough to prove willful tax
evasion appears to hurt one of the IRS's key litigation
strategies, but attorneys say the impact will likely be blunted by
the circuit's outlier stance.  According to the report, the court
had to answer whether willful tax evasion by bankruptcy debtors
requires some sort of affirmative action or can be established
through seemingly passive behavior like high spending or a mere
failure to file income tax returns -- an issue on which the IRS
has prevailed in several circuits, including the Tenth, Sixth and
Eleventh.

The case is William M. Hawkins III v. Franchise Tax Board of
California, USA, Internal Revenue Service, case number 11-16276,
in the U.S. Court of Appeals for the Ninth Circuit.


WINSTED ROAD: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Winsted Road Properties Inc.
        c/o Brent St. John
        32 Secret Mountain Trail
        Canton, CT 06019-5026

Case No.: 14-22108

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 30, 2014

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

Judge: Hon. Albert S. Dabrowski

Debtor's Counsel: Carl T. Gulliver, Esq.
                  COAN LEWENDON GULLIVER & MILTENBERGER
                  495 Orange Street
                  New Haven, CT 06511
                  Tel: (203) 624-4756
                  Fax: 203-865-3673
                  Email: cgulliver@coanlewendon.com

Total Assets: $1.25 million

Total Liabilities: $1.60 million

The petition was signed by Brent St. John, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/ctb14-22108.pdf


YRC WORLDWIDE: Posts $1.2 Million Net Income in Third Quarter
-------------------------------------------------------------
YRC Worldwide Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
attributable to common shareholders of $1.2 million on $1.32
billion of operating revenues for the three months ended Sept. 30,
2014, compared to a net loss attributable to common shareholders
of $44.4 million on $1.25 billion of operating revenue 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 $92 million on
$3.85 billion of operating revenue compared to a net loss
attributable to common shareholders of $84 million on $3.65
billion of operating revenue for the same period last year.

The Company's balance sheet at Sept. 30, 2014, showed $2.04
billion in total assets, $2.40 billion in total liabilities and a
$361.2 million total shareholders' deficit.

"During the third quarter of 2014, we experienced solid yield
increases while maintaining tonnage levels at YRC Freight," said
James Welch, chief executive officer of YRC Worldwide.  "As
previously reported, YRC Freight achieved total revenue per
hundredweight increases of 2.8% in July, 3.3% in August and an
additional 3.9% increase in September on a year-over-year basis.
They also reported tonnage per day increases of 2.4% in July, 0.8%
in August and 0.2% in September on a year-over-year basis.

"In addition to increases in yield throughout the quarter, YRC
Freight continued to perform on their operational initiatives
which also increased profitability," continued Welch.  "As we move
forward, we will focus on technology investments that we believe
will optimize our network freight flow and provide favorable yield
improvement opportunities.  Executing on our strategy of improving
price and managing our freight mix to ensure that we have the
right freight at the right price will continue to be a priority,"
stated Welch.

As of Sept. 30, 2014, the company had cash and cash equivalents
and amounts able to be drawn under its ABL Facility totaling
$212.9 million.  For comparison, as of June 30, 2014, cash and
cash equivalents and amounts able to be drawn totaled $209.4
million. For the nine months ended Sept. 30, 2014, cash used in
operating activities was $26.3 million as compared to cash used in
operating activities of $3.0 million for the nine months ended
Sept. 30, 2013.

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

                        http://is.gd/9H9T7J

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

The Company incurred a net loss of $83.6 million in 2013 following
a net loss of $136.5 million in 2012.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
had upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


ZOE USA HOLDINGS: Case Summary & 28 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                       Case No.
     ------                                       --------
     Zoe USA Holdings, Inc.                       14-12452
     c/o CSC
     2711 Centerville Road
     Wilmington, DE 19808

     Zoe Hotels, Inc.                             14-12454
     c/o CSC
     80 State Street
     Albany, NY 12207

     Zoe Lodging, Inc.                            14-12455
     c/o CSC
     2711 Centerville RD
     Wilmington, DE 19808

     MKEL Holdings LLC                            14-12456
     c/o CSC
     2711 Centerville RD
     Wilmington, DE 19808

Chapter 11 Petition Date: October 31, 2014

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

Judge: Hon. Brendan Linehan Shannon

Debtor's Counsel: Josef W. Mintz, Esq.
                  BLANK ROME, LLP
                  1201 N. Market Street
                  Wilmington, DE 19801
                  Tel: 302-425-6478
                  Fax: 215-832-5528
                  Email: mintz@blankrome.com

                                      Estimated   Estimated
                                       Assets    Liabilities
                                     ----------  -----------
Zoe USA Holdings, Inc.               $0-$50,000   $0-$50,000
Zoe Hotels, Inc.                     $1MM-$10MM   $1MM-$10MM
Zoe Lodging, Inc.                    $0-$50,000   $0-$50,000

The petitions were signed by James P. Shinehouse, director &
president.

A consolidated list of the Debtors' 28 largest unsecured creditors
is available for free at http://bankrupt.com/misc/deb14-12452.pdf


* Supreme Court Hears Limits on Chapter 11 Appeals
--------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the U.S. Supreme Court could hold a conference
on Nov. 14 to decide whether to hear two appeals in Chapter 13
cases that could have a profound effect on corporate
reorganizations.

According to the report, the question before the Supreme Court is
whether there is a right to appeal when the bankruptcy court
refuses to approve a plan.  If the Supreme Court decides to hear
one or both of the appeals, it could determine whether ordinary
rules apply or there's more flexibility in permitting bankruptcy
appeals, the Bloomberg report noted.

The Chapter 13 cases are Bullard v. Hyde Park Savings Bank, 14-
116, and Gordon v. Bank of America NA (In re Gordon), 13-1416,
U.S. Supreme Court (Washington).


* BOND PRICING: For The Week From October 26 to 31, 2014
--------------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Allen Systems
  Group Inc             ALLSYS  10.500    35.000     11/15/2016
Allen Systems
  Group Inc             ALLSYS  10.500    36.500     11/15/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    13.566     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    17.390       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     12.750    19.419      4/15/2018
Caesars Entertainment
  Operating Co Inc      CZR      6.500    16.511       6/1/2016
Caesars Entertainment
  Operating Co Inc      CZR      5.750    17.250      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    17.000     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    21.500       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR      5.750    17.125      10/1/2017
Caesars Entertainment
  Operating Co Inc      CZR     10.000    14.750     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    17.875     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    21.500       2/1/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.000    14.750     12/15/2018
Caesars Entertainment
  Operating Co Inc      CZR     10.750    21.500       2/1/2016
Caesars Entertainment
  Operating Co Inc      CZR     10.000    17.875     12/15/2018
Cal Dive
  International Inc     CDVI     5.000    25.125      7/15/2017
Champion
  Enterprises Inc       CHB      2.750     0.250      11/1/2037
Dendreon Corp           DNDN     2.875    68.500      1/15/2016
Endeavour
  International Corp    END     12.000    20.000       6/1/2018
Endeavour
  International Corp    END      5.500     3.250      7/15/2016
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     8.750      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU     10.000     8.750      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc           TXU      6.875     2.366      8/15/2017
Exide Technologies      XIDE     8.625    17.750       2/1/2018
Exide Technologies      XIDE     8.625    17.625       2/1/2018
Exide Technologies      XIDE     8.625    17.625       2/1/2018
FBOP Corp               FBOPCP  10.000     2.000      1/15/2009
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.000       4/2/2018
Fleetwood
  Enterprises Inc       FLTW    14.000     3.557     12/15/2011
GT Advanced
  Technologies Inc      GTAT     3.000    39.000      10/1/2017
Global Geophysical
  Services Inc          GGS     10.500    11.000       5/1/2017
Global Geophysical
  Services Inc          GGS     10.500     5.500       5/1/2017
Gymboree Corp/The       GYMB     9.125    30.000      12/1/2018
James River Coal Co     JRCC     7.875     0.750       4/1/2019
James River Coal Co     JRCC    10.000     1.100       6/1/2018
James River Coal Co     JRCC    10.000     4.963       6/1/2018
Las Vegas Monorail Co   LASVMC   5.500     3.000      7/15/2019
Lehman Brothers
  Holdings Inc          LEH      5.000    13.125       2/7/2009
Lehman Brothers Inc     LEH      7.500    12.500       8/1/2026
MF Global Holdings Ltd  MF       6.250    40.000       8/8/2016
MF Global Holdings Ltd  MF       1.875    38.100       2/1/2016
MModal Inc              MODL    10.750    10.125      8/15/2020
Molycorp Inc            MCP      6.000    31.250       9/1/2017
Molycorp Inc            MCP      3.250    50.000      6/15/2016
Molycorp Inc            MCP      5.500    34.950       2/1/2018
Momentive Performance
  Materials Inc         MOMENT  11.500     1.500      12/1/2016
NII Capital Corp        NIHD    10.000    31.438      8/15/2016
NII Capital Corp        NIHD     7.625    20.875       4/1/2021
NII Capital Corp        NIHD     8.875    28.250     12/15/2019
OMX Timber Finance
  Investments II LLC    OMX      5.540    25.188      1/29/2020
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN  14.250    74.750       3/1/2015
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Powerwave
  Technologies Inc      PWAV     3.875     0.125      10/1/2027
Quicksilver
  Resources Inc         KWK      7.125    23.735       4/1/2016
RAAM Global Energy Co   RAMGEN  12.500    76.000      10/1/2015
Saratoga Resources Inc  SARA    12.500    57.000       7/1/2016
THQ Inc                 THQI     5.000    12.125      8/15/2014
TMST Inc                THMR     8.000    15.000      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    25.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    10.375      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    10.375      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    22.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    10.313      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    10.375      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    10.250      11/1/2016
Tunica-Biloxi
  Gaming Authority      PAGON    9.000    59.875     11/15/2015
Walter Energy Inc       WLT      9.875    30.750     12/15/2020
Walter Energy Inc       WLT      8.500    27.629      4/15/2021
Walter Energy Inc       WLT      9.875    28.500     12/15/2020
Walter Energy Inc       WLT      9.875    28.500     12/15/2020
Western Express Inc     WSTEXP  12.500    89.125      4/15/2015
Western Express Inc     WSTEXP  12.500    89.000      4/15/2015


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.


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