TCR_Public/141104.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, November 4, 2014, Vol. 18, No. 307

                            Headlines

17 WEST PINE STREET: Case Summary & 7 Largest Unsecured Creditors
ACADIA HEALTHCARE: S&P Puts 'B+' CCR on CreditWatch Negative
ADVANCED HEARING: Case Summary & 20 Largest Unsecured Creditors
AES TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
AGFEED INDUSTRIES: Has $300,000 Settlement With Purchasers

AGFEED INDUSTRIES: Further Extensions to Plan Deadline Opposed
AGFEED INDUSTRIES: CRG, Wausau & IRS Have Plan Objections
AGFEED INDUSTRIES: Removal Period Extended to Jan. 5
ALCO STORES: Has No Plans to Close Hillsboro Location
ALSACIA SA: Moody's Withdraws Caa3 Debt Rating Over Ch. 11 Filing

AMAG PHARMACEUTICALS: S&P Assigns 'B' Corporate Credit Rating
AMBIENT CORP: Completes $7.5-Mil. Sale to Ericsson
AMERICAN PIPING: S&P Affirms 'B-' Corporate Credit Rating
ASSOCIATED WHOLESALERS: Hires Rhoads & Sinon as Special Counsel
ASSOCIATED WHOLESALERS: PBGC Takes Over White Rose Pension Plan

AUTOMOTIVE ELECTRONIC: Case Summary & 14 Top Unsecured Creditors
AVIV REIT: S&P Puts 'BB-' CCR on CreditWatch Positive
BAPTIST HOME OF PHILADELPHIA: Asset Sales to Fund Plan
BIOSERV CORPORATION: Case Summary & 20 Top Unsecured Creditors
BOART LONGYEAR: To Recapitalize Under Deal With Centerbridge

BORDERS GROUP: Appellate Court Says Gift Cards Still Worthless
BRIXMOR LLC: S&P Raises CCR to 'BB+'; Outlook Stable
BUCCANEER ENERGY: Exclusive Solicitation Date Extended to Dec. 29
BUCCANEER ENERGY: Obtains Sale Approval, Amends Plan
CAESARS ENTERTAINMENT: Bankruptcy Filing Possible by Jan. 15

CORNERSTONE GROVE: Case Summary & 7 Largest Unsecured Creditors
CORNERSTONE HOMES: Trustee Selling 1-Acre Property for $15,000
COUNTRY STONE: Obtains Interim OK to Tap $1.32-Mil. DIP Loan
COUNTRY STONE: Has Until Nov. 17 to File Schedules
COUNTRY STONE: Court Issues Joint Administration Order

CRC HEALTH: S&P Puts 'B' CCR on CreditWatch Positive
CROWN CASTLE: Fitch Affirms 'BB' IDR & Revises Outlook to Positive
CRUNCHIES FOOD: Chaucer Food Acquires Majority Stake in Company
CT-1 HOLDINGS: SCIC May Revise Suit v. Saadat, Dist. Court Says
CYRUSONE LP: Moody's Hikes Senior Unsecured Debt Rating to B1

DAVE & BUSTER'S: S&P Assigns 'B+' CCR; Outlook Stable
DETROIT, MI: Files 8th Amended Debt Adjustment Plan
DINEEQUITY INC: S&P Affirms 'B' CCR; Outlook Stable
DYNCORP INT'L: Moody's Lowers Corp. Family Rating to Caa1
EAGLE BULK: Oaktree Capital Holds 15.71MM Shares in Company

EDGENET INC: Disclosure Statement OK'd; Plan Hearing on Dec. 9
ENERGY FUTURE: US Trustee Appoints Creditors' Committee
ENERGY FUTURE: Says $4B Bondholder Appeal Would Torpedo DIP
EXIDE TECHNOLOGIES: Creditors Win Right to Propose Plan

GLOBAL OUTREACH: Counsel Pins Dentons in Lender's Malpractice Suit
GREAT WOLF: S&P Affirms 'B+' CCR & Revises Outlook to Negative
HALTON BUSINESS: Creditors Meeting Slated for November 14
HARRIS LAND: Has Until Today to Oppose Why Case Dismissal Option
HARRISONBURG REDEVELOPMENT: Moody's Puts B2 Bond Rating on Review

HORTON & BARBER: Case Summary & 20 Largest Unsecured Creditors
HOUSTON REGIONAL: Judge Approves Restructuring Plan
HOVNANIAN ENTERPRISES: Fitch Assigns CCC Rating on $200MM Notes
HOVNANIAN ENTERPRISES: Moody's Rates $200MM Unsecured Notes Caa1
HOVNANIAN ENTERPRISES: S&P Assigns 'CCC' Rating on $200MM Notes

IBCS MINING: Asks Court to Approve Bidding Procedures
KENNETH HARDIGAN: Order Denying Chapter 11 Conversion Upheld
KENNY G: Appeals Court Modifies Opinion in "Emein" Case
LAND RESOURCE: National Union Defeats Suit Over Real Estate Deal
LEA POWER: Fitch Affirms 'BB+' Rating on Sr. Notes; Outlook Stable

M/I HOMES: Fitch Withdraws B+ Rating on $350MM Sr. Unsec. Notes
MACKEYSER HOLDINGS: Has Until Jan. 16 to File Plan
MARION ENERGY: Files for Chapter 11, Has $4.2MM DIP Loan
MARION ENERGY: Case Summary & 20 Largest Unsecured Creditors
MERMAID HARRISON: Voluntary Chapter 11 Case Summary

MILTON HOSPITAL: S&P Revises Outlook to Pos. & Affirms BB+ Rating
MMJV SAPPHIRE: Hearing on Proposal to Pay Creditors Cancelled
MOMENTIVE PERFORMANCE: Tannor, TRC Buy $116,000 in Claims
MSCI INC: Moody's Assigns Ba1 Rating on Senior Secured Notes
MSCI INC: S&P Affirms 'BB+' CCR on Refinancing; Outlook Stable

NATIONAL RURAL UTILITIES: 3rd Circ. Affirms Dismissal of Case
NAVEX ACQUISITION: Moody's Assigns B3 Corporate Family Rating
NORTEL NETWORKS: Corre Opportunities Assigns Claim to Master Fund
NORTEL NETWORKS: $1.48MM in Claims Switched Hands in October
NORTEL NETWORKS: Shouldn't Block Docs in Rockstar Row, Google Says

OLD CUTTERS: Reaches Settlement With Hailey on Annexation Fees
OMEGA HEALTHCARE: Fitch Affirms 'BB+' Subordinated Debt Rating
OMEGA HEALTHCARE: Moody's Affirms Ba1 Senior Unsecured Rating
OMEGA HEALTHCARE: S&P Affirms 'BB+' CCR on Acquisition Agreement
PARAMJEET MALHOTRA: 9th Cir. Won't Reinstate Qui Tam Action

PHILLIPS INVESTMENTS: Court Okays Hiring of Hale Retail as Broker
PHOENIX ASSOCIATES: Suit Against Caddo Survives Dismissal Bid
PROVIDENCE SERVICE: Moody's Withdraws B1 Corporate Family Rating
PVA APARTMENTS: Seeks Order Confirming Automatic Stay
PVA APARTMENTS: Lender Wants Apartments to Remain With Receiver

PVA APARTMENTS: Wants to Regain Management of Properties
RURAL/METRO CORP: Against Sun City's Ambulance Service Application
SAM ADAMS: Loses West Seattle (Athletic) Club
SAM ADAMS: Nov. 14 Hearing on Ch 11 Trustee's Case Conversion Bid
SAMUEL WYLY: Says Ch. 11 Should Block SEC Asset Freeze

SCIENTIFIC GAMES: Denies Bally Deal Has Funding Woes
SEARS HOLDINGS: To Close Four Kmart Stores in Michigan by January
SEEGRID CORP: 2 Largest Shareholders at Odds Over Bankr. Filing
SEEGRID CORP: Gets Nod for December Hearing on Ch. 11 Plan
SHELBOURNE NORTH: $394,000 in Claims Switched Hands By Oct. 2

SIFCO SA: Noteholders Fail to Stymie Ch. 15 Recognition
SMITH HEALTH CARE: Voluntary Chapter 11 Case Summary
STICKNEY WEST: Case Summary & 20 Largest Unsecured Creditors
T-L CONYERS: Court Approves Valbridge Property as Appraiser
TRUMP ENTERTAINMENT: Union Blasts Bid to Stifle Communications

TERESA GIUDICE: Can't Serve Term in Halfway House
TWIN CITY HOSPITAL: Summary Judgment Ruling Upheld in D&O Suit
UNITEK GLOBAL: Case Summary & 30 Largest Unsecured Creditors
US SECURITY ASSOCIATES: S&P Affirms B CCR & Alters Outlook to Neg
VARIANT HOLDING: Hearing Delayed After Ch. 11 Deal Draws Fire

W.R. GRACE: Former Workers Seek OK to Sue Insurer Over Asbestos
WALTER ENERGY: Bank Debt Trades at 14% Off

* More Cases Being Disposed by Way of 11 U.S.C. Sec. 363 Sale
* Restructuring Pros Want Bankr. Restrictions for Schools Eased

* bestattorneysonline.com Unveils Ratings of Top Bankruptcy Firms
* Frank J. Vecchione Honored as 50-Year Members of ECBA
* Olshan Bankr. Partners Publish Article on Lessons From Genco
* Two Otterbourg Members Named in 2014 Irish Legal 100

* Large Companies With Insolvent Balance Sheet


                             *********


17 WEST PINE STREET: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: 17 West Pine Street, LLC
        220 N. Orange Blossom Trail
        Orlando, FL 32805

Case No.: 14-12240

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 1, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Orlando)

Debtor's Counsel: Aldo G Bartolone, Jr., Esq.
                  BARTOLONE LEGAL GROUP, PA
                  2816 E. Robinson St.
                  Orlando, FL 32803
                  Tel: (407) 294-4440
                  Fax: (407) 287-5544
                  Email: aldo@bartolonelaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Christopher T. Weising, manager.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-12240.pdf


ACADIA HEALTHCARE: S&P Puts 'B+' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Acadia
Healthcare Co. Inc., including the 'B+' corporate credit rating
and issue-level ratings, on CreditWatch with negative
implications.  This follows the company's announcement that they
entered into a definitive agreement to acquire specialty
behavioral and substance abuse treatment provider CRC Health Corp.
for $1.175 billion.  The acquisition will be financed through a
combination of debt and equity issuance.  S&P expects the company
to refinance all of CRC Health's existing debt with new debt and
issue approximately $317 million of equity.

Proforma the transaction S&P expects leverage to peak above 5.0x.
A meaningful departure from S&P's expectation that debt to EBITDA
would remain below 5x as the company grows.

S&P will resolve the CreditWatch placement after further review of
the transaction to evaluate the impact on business risk as it
relates to diversity and rapid expansion and the trajectory of
future leverage ratios on the company's financial risk profile.
Downgrade potential is limited to one notch.


ADVANCED HEARING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Advanced Hearing Technologies
        10437 Illinois Road
        Fort Wayne, IN 46814

Case No.: 14-12761

Chapter 11 Petition Date: October 31, 2014

Court: United States Bankruptcy Court
       Northern District of Indiana (Fort Wayne Division)

Judge: Hon. Robert E. Grant

Debtor's Counsel: R. David Boyer II, Esq.
                  BOYER & BOYER
                  110 West Berry St. Ste. 1910
                  Fort Wayne, IN 46802
                  Tel: (260) 407-7123
                  Fax: (260) 407-7137
                  Email: db2@boyerlegal.com
                         arl@boyerlegal.com

Total Assets: $559,966

Total Liabilities: $1.09 million

The petition was signed by Robert Hutchcraft, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/innb14-12761.pdf


AES TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: AES Technologies, LLC
           fka Automotive Electronic Solutions, LLC
        4887 Belfort Road, Suite 400
        Jacksonville, FL 32256

Case No.: 14-05397

Chapter 11 Petition Date: October 31, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Jacob A Brown, Esq.
                  AKERMAN LLP
                  50 North Laura Street, Suite 3100
                  Jacksonville, FL 32202
                  Tel: (904) 798-3700
                  Fax: (904) 798-3730
                  Email: jacob.brown@akerman.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Walter W. McIntyre, chief executive
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-05397.pdf


AGFEED INDUSTRIES: Has $300,000 Settlement With Purchasers
----------------------------------------------------------
AgFeed Industries, Inc., sought bankruptcy court approval of a
settlement reached with Good Charm International Development,
Ltd., and Ningbo Tech-Bank Co., Ltd., the purchasers of the stock
of its British Virgin Island unit.

On Oct. 10, 2013, the Court entered an order approving bidding
procedures for the sale of all of AgFeed Industries' stock in
AgFeed Industries (British Virgin Island) and the proposed stock
purchase agreement with Good Charm and Ningbo, as the stalking
horse bidder.  No other bids were received, and, accordingly, the
bid of Good Charm and Ningbo were identified as the prevailing
bid.  The Court entered an order approving the sale on Nov. 26,
2013, and the sale closed on Dec. 6, 2013.

Subsequent to the closing, the purchaser submitted a calculation
of the "post-closing adjustment" contemplated by the SPA that
indicated that the purchaser was entitled to an adjustment in
excess of $2,000,000.  The purchaser also asserted that it was
entitled to be reimbursed for certain professional fees.  AgFeed
asserted, inter alia, that the Post-Closing Adjustment was (a)
incorrect, (b) untimely, and (c) not calculated using the correct
methodologies.

AgFeed has been involved in extensive litigation, including
discovery, related to the asserted Post-Closing Adjustment.

As a result of negotiations, the parties agreed to resolve all
disputes relating to the SPA by payment of $300,000 to the
purchaser from the escrow account set up at closing in full
satisfaction of any and all claims the purchaser may have arising
out or otherwise related to the SPA including, but not limited to,
any post-Closing Adjustment or payment of professional fees.

                    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.


AGFEED INDUSTRIES: Further Extensions to Plan Deadline Opposed
--------------------------------------------------------------
Jefferies Leveraged Credit Products, LLC, and Claims Recovery
Group, LLC, aver that AgFeed Industries' should only be granted a
plan exclusivity extension for the last time.  In their limited
objection filed Oct. 16 to the Debtor's request for a sixth
extension of its exclusive period to propose a plan, Jefferies and
CRG noted that that the Debtors are seeking an extension despite
the fact that they (i) have obtained approval of their disclosure
statement; (ii) are three weeks' away from a confirmation hearing
to consider the Plan; (iii) sold substantially all of their U.S.
assets nearly one year ago and sold substantially all of their
foreign assets more than six months ago, and (iv) are no longer
operating.

                    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.


AGFEED INDUSTRIES: CRG, Wausau & IRS Have Plan Objections
---------------------------------------------------------
Various creditors, namely (1) Jefferies Leveraged Credit Products,
LLC, and Claims Recovery Group, LLC, (2) Employers Insurance
Company of Wausau, and (3) the U.S. Internal Revenue Service filed
objections to confirmation of AgFeed Industries' plan of
liquidation.

Jefferies and CRG say that the Debtors' Revised Second Amended
Chapter 11 Plan of Liquidation Supported by The Official Committee
of Equity Security Holders filed on Sept. 12, 2014, as amended
Sept. 15, is non-confirmable in that (a) it does not provide for
payment in full on account of the Hormel Claim and, as such,
violates 11 U.S.C. Sec. 1129(a)(7) and 1129(b) and (b) it
impermissibly treats other unsecured creditors differently other
than Jefferies and CRG in violation of 11 U.S.C. Sec. 1123(a)(4).

The Debtors sought and obtained approval of a settlement pursuant
to which holders general unsecured claims were permitted to elect
to be paid in full, without interest prior to confirmation of the
Plan.

Subsequent to the Petition Date, CRG was the holder of 9 general
unsecured claims.  However, CRG has only obtained payment on
account of 8 of its 9 unsecured claims pursuant to the settlement.
CRG, specifically did not receive payment for the Hormel Claim,
namely Claim Nos. 29, 30, 31, 32, each in the amount of
$2,840,434.  CRG believes that the Hormel Claim is the single
largest unsecured claim of the Debtors that has remain unpaid.

Pursuant to the Plan, holders of allowed general unsecured claims,
such are CRG, are to receive postpetition interest, not at the
contractual rate, but, rather at the federal judgment rate (as of
the Petition Date) with such interest to accrue from the Petition
Date through the distribution date.  CRG pointes out that the note
forming the basis is governed by Minnesota law, and Minnesota law
provides that interest on account of the Debtors' obligations due
and owing under the note will accrue at the annual rate of 10% per
annum.

IRS objects to the third party-non-debtor limitation of liability,
exculpation, injunction and release provisions set for in Article
XI of the Plan.  According to IRS, the Debtors filed a liquidation
plan, and the Debtors are not entitled to a discharge.

IRS has asserted an estimated unsecured general prepetition claim
against New Colony Land Company in the amount of $3,500.  IRS has
asserted an estimated priority prepetition claim against Heritage
Farms, LLC, in the amount of $697.  IRS has asserted a prepetition
claim against New Colony Farms, LLC, in the amount of $460.  IRS
has asserted an estimated claim against AgFeed USA, LLC, in the
amount of $500.  Most of the IRS claims are estimated because IRS
records indicate that the Debtors have not filed their federal tax
returns.

Employers Insurance Company of Wausau objects to the Plan because
certain of its provisions are ambiguous and/or impermissibly seek
to modify, amend, alter or otherwise affect Wausau's rights and
the Debtors' obligations under insurance policies issued by Wausau
for the benefit of certain Debtors.  Wausau objects to Section 9.2
of the Plan to the extent that it could be construed to deem the
policies executory and assumed by the Debtors, with no payments
required to cure any defaults.

Wausau filed 8 identical proofs of claim, one against each debtor
liable to Wausau under the policies.  Each proof of claim asserted
a prepetition claim liquidation in the amount of $620,718, for
amounts due to Wausau on account of, inter alia, premium
obligations and loss billings.

A fourth party, James Regnante, who claims to be a defrauded
security holder, says the Debtors' agreements with "MCGLADREY" and
other parties are not binding on his claim, and his claim is not
part of any class action lawsuit settled by the Debtors.  Mr.
Regnante, which filed the document pro se, says that the money
received (estimated at $500,000) from MCGLADREY and others should
be applied to his Claim #86.

Jefferies and CRG are represented by:

         DUANE MORRIS LLP
         Lawrence J. Kotler, Esq.
         222 Delaware Avenue, Suite 1600
         Wilmington, DE 19801-1659
         Tel: (302) 657-4900
         Fax: (302) 657-4901
         E-mail: ljkotler@duanemorris.com

                 - and -

         DUANE MORRIS LLP
         Catherine B. Heitzenrater, Esq.
         30 South 17th Street
         Philadelphia, PA 19103-4196
         Tel: (215) 979-7342
         Fax: (215) 979-1020
         E-mail: cheitzenrater@duanemorris.com

Wausau is represented by:

         Robert Karl Hill, Esq.
         SEITZ, VAN OGTROP & GREEN, P.A.
         222 Delaware Avenue, Suite 1500
         P.O. Box 68
         Wilmington, DE 19899
         Tel: (302) 888-0600
         Fax: (302) 888-0606
         E-mail: khill@svglaw.com

               - and -

         Douglas R. Gooding, Esq.
         Meg McKEnzie Feist
         CHOATE HALL & STEWART LLP
         Two International Place
         Boston, MA 02110
         Tel: (617) 248-5000
         Fax: (617) 248-4000
         E-mail: dgooding@choate.com
                 mfeist@choate.com

                    About AgFeed Industries

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

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

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

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

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

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


AGFEED INDUSTRIES: Removal Period Extended to Jan. 5
----------------------------------------------------
At the behest of AgFeed Industries, Judge Brendan L. Shannon
entered an order providing that the time period provided by
Bankruptcy Rule 9027 within which the Debtors may file notices of
removal of related proceedings under Bankruptcy Rule 9027(a)(2)
and (a)(3) is enlarged an extended through and including Jan. 5,
2015, provided, however, that any request by the Debtors have the
claim(s) filed by James Regnante in the Chapter 11 cases
adjudicated in any forum other than the Bankruptcy Court will be
done so only upon order of the Bankruptcy Court after notice to
Mr. Regnante.  The Jan. 5 deadline to file removal actions applies
to all matters specified in Bankruptcy Rule 9027(a)2) and (a)(3).

                    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.


ALCO STORES: Has No Plans to Close Hillsboro Location
-----------------------------------------------------
Robert Berens, store manager at ALCO Stores, Inc.'s Hillsboro
location, said that the Company won't shut the store down, Eliot
Sill at Marion County Record reports.

As reported by the Troubled Company Reporter on Oct. 15, 2014, the
Company sought bankruptcy protection with plans to let Tiger
Capital Group, LLC, SB Capital Group, LLC, and Great American
Group WF, LLC, conduct store closing sales, absent higher and
better offers from other liquidators, and going concern buyers.

Marion County Record relates that Mr. Berens believes that the
Company's Chapter 11 filing shouldn't have an immediate impact on
the Hillsboro store.  The report quoted Mr. Berens as saying,
"We're going on 20 years here in Hillsboro, and as of this moment
we intend to be here for the next 20 years and beyond."

Citng Mr. Berens, Marion County Record states that bankruptcy may
free up resources to boost quality of in-store stock at the store.
According to Marion County Record, Mr. Berens said, "The freight
is slowly beginning to flow again.  Bankruptcy tends to free up
resources."

                       About ALCO Stores

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

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

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

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

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

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


ALSACIA SA: Moody's Withdraws Caa3 Debt Rating Over Ch. 11 Filing
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the Caa3 senior secured
rating of Inversiones Alsacia S.A. following the company's filing
for Chapter 11 bankruptcy protection.

Ratings Rationale

On October 16, 2014, Alsacia filed petitions for relief under
Chapter 11 in the US Court for the Southern District of New York.
The bankruptcy filing is part of a restructuring plan that
contemplates the issuance of new notes with a principal amount
equivalent to the current outstanding notes plus accrued interest
since the date of the principal and interest payment default that
occurred on August 18th.

Moody's last rating action for Alsacia occurred on September 10,
2014 when the rating was confirmed at Caa3 with a negative
outlook, reflecting Moody's assessment of the expected loss to
bondholders following the payment default of required interest and
principal that occurred on August 18th, and the subsequent
announcement that the notes would be restructured.


AMAG PHARMACEUTICALS: S&P Assigns 'B' Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to AMAG Pharmaceutical Inc.  At the same time, S&P
assigned a 'B+' issue-level rating to the company's proposed
first-lien term loan B.  The recovery rating on the term loan is
'2', reflecting S&P's expectations for substantial (70%-90%)
recovery in the event of default.

"AMAG's acquisition of Lumara Health gives this small specialty
pharmaceutical company a second major product which will provide
revenue growth and EBITDA generation--a departure from its stand-
alone operating history of losses," said credit analyst Michael
Berrian.  "Given the absence of a track record of profitable
earnings, we think there is considerable risk to our base-case
forecast, which calls for a very rapid expansion of EBITDA.
Despite our expectation that debt to EBITDA will fall below 4x by
2015, we note that leverage will be closer to 5.5x at the close of
the transaction, and view financial risk as a two year average,
rather than relying on the 2015 projection."

The stable outlook reflects S&P's expectation for that the Lumara
acquisition will provide double-digit revenue growth and EBITDA
generation of about $160 million in 2015, and that despite the
potential for very rapid deleveraging, the company's debt to
EBITDA will average about 4x over the next two years.

Downside scenario

S&P could lower the rating if its base-case revenue growth and
EBITDA generation expectations are less than it expects.  This
would contribute to leverage being sustained at more than 5x.
Such a scenario would occur if Feraheme and Makena grow less than
S&P expects, likely because of lower-than-anticipated market share
gains and/or patient compliance with Makena.  Fiscal 2015 revenue
growth of less than 30%, coupled with gross margins contracting by
800 to 900 basis points (which could occur with lower revenue
growth) would contribute to this outcome.

Upside scenario

An upgrade is predicated on S&P's confidence that the company can
achieve its base-case scenario and sustain these operating
results.  Commensurate with this would be a track record of
maintaining leverage within the 3x to 4x range.


AMBIENT CORP: Completes $7.5-Mil. Sale to Ericsson
--------------------------------------------------
Ambient Corporation announced on Oct. 28, 2014, that it completed
the sale of substantially all of its assets to Ericsson Inc. on
Sept. 30, 2014, for an aggregate purchase price of $7.5 million
and the assumption of certain of the Debtor's unsecured
liabilities.  Completion of the purchase followed a hearing held
on Sept. 26, 2014, at which the U.S. Bankruptcy Court for the
District of Delaware overseeing the Debtor's Chapter 11 approved
the transaction.  All of the Debtor's employees were offered
employment with Ericsson.

As reported by the Troubled Company Reporter on Oct. 1, 2014, Katy
Stech, writing for The Wall Street Journal, reported that
U.S. Bankruptcy Judge Kevin Gross approved Ericsson's offer to buy
the Debtor out from bankruptcy for $7.5 million.

The Debtor is in the process of winding down its affairs.  It is
expected that any dissolution of the Debtor will result in the
cancellation of its common stock without any distribution to the
stockholders.

                   About Ambient Corporation

Headquartered in Newton, MA, Ambient Corporation (otc pink:AMBTQ)
-- http://www.ambientcorp.com/-- designs, develops and sells the
Ambient Smart Grid(R) communications and applications platform.

Ambient filed a Chapter 11 bankruptcy petition (Bankr. D. Del.
Case No. 14-11791) on July 28, 2014.  Judge Kevin Gross presides
over the case.

The Debtor has tapped Bayard, P.A., in Wilmington, Delaware, as
counsel; Gavin/Solmonese LLC as financial advisor; and Upshot
Services, LLC, as claims and noticing agent.

The Debtor disclosed $1.75 million in assets and $3.54 million in
debt as of the bankruptcy filing.


AMERICAN PIPING: S&P Affirms 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it revised the recovery
rating on U.S.-based steel distributor American Piping Products
Inc.'s $100 million 12.75% senior secured notes due 2017 to '3'
from '4'.  The '3' recovery rating indicates S&P's expectation for
a meaningful recovery (50% to 70%) under S&P's default scenario.

The 'B-' issue-level rating is in line with the corporate credit
rating on the company.  S&P revised the recovery rating based on a
moderate improvement in its projected recovery assessment because
of lower assumed outstanding borrowings under American Piping's
$28 million asset-based lending (ABL) revolving credit facility --
which is effectively ahead of the senior secured notes under S&P's
analysis -- given assumed borrowing constraints in a downside
scenario.  S&P assumed ABL utilization within its analysis of 60%
versus 70% used previously.  As a result of the lower ABL debt
assumption, more of American Piping's reorganization value becomes
available to support recovery for senior secured note holders
under S&P's analysis.

The 'B-' corporate credit rating and stable outlook are also
unchanged, derived from the company's "highly leveraged" financial
risk and "vulnerable" business risk profile assessments.  American
Piping's vulnerable business profile reflects its modest size and
participation in the highly fragmented and competitive
distribution industry amongst much larger competitors with greater
financial resources.  End market demand is also concentrated in
domestic energy.  S&P's "highly leveraged" financial risk
assessment reflects its expectations that funds from operations
(FFO) to debt will remain below 12% and EBITDA interest coverage
will remain below 2x in 2015, and American Piping's ownership by a
financial sponsor.

Key analytical factors:

   -- S&P continues to assess recovery prospects for noteholders
      on the basis of a reorganization value of approximately $75
      million based on the company's historical profitability.

   -- S&P's recovery analysis assumes that, in a hypothetical
      bankruptcy scenario, the value of the collateral securing
      American Piping's ABL facility would be sufficient to cover
      outstanding borrowings.  Although the commitment amount is
      $28 million, we assumed utilization of about $17 million
      because of potential borrowing base constraints.

Simulated default and valuation assumptions:

   -- Standard & Poor's simulated default scenario contemplates a
      default in 2016, in the wake of a protracted economic
      slowdown that causes demand for the company's steel pipe
      products to weaken and leads to a significant decrease in
      sales volumes.  At the same time, steep and rapid declines
      in the price of steel further impair operating margins.
      Under S&P's scenario, it also envisions a loss of key
      customers to bigger steel pipe distributors.  As a result,
      the company's liquidity position would tighten due to its
      need to fund the combination of cash losses and ongoing
      debt-service payments, leading to a payment default.

   -- Distressed EBITDA level: $15 million

   -- Implied enterprise valuation (EV) multiple: 5x

   -- Gross EV: $75 million

   -- S&P assumes the ABL facility is 60% drawn by the time the
      company defaults, reflecting what S&P believes would be the
      maximum amount available for borrowing in light of borrowing
      base constraints.

Simplified waterfall:

   -- Estimated net EV (after 5% administrative costs): $70
      Million

   -- Priority claims (ABL borrowings) $17 million

   -- Estimated remaining distribution value to term loan lenders:
      $53 million

   -- Estimated term loan claims: $107 million

   -- Recovery expectations: 50% to 70% (low end of the range)

Note: S&P's estimated claim amount includes approximately six
months' worth of accrued but unpaid interest.

RATING LIST

American Piping Products Inc.
Corporate Credit Rating           B-/Stable/--

Issue-Level Rating Unchanged; Recovery Rating Revised
                                  To        From

US$100 mil sr sec nts due 2017   B-        B-
  Recovery rating                 3         4


ASSOCIATED WHOLESALERS: Hires Rhoads & Sinon as Special Counsel
---------------------------------------------------------------
Associated Wholesalers, Inc., AWI Delaware, Inc., and its debtor
affiliates, seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to employ Rhoads & Sinon LLP, as special
counsel, nunc pro tunc to the Sept. 9, 2014.

Rhoads & Sinon will assist the Debtors in executing faithfully
their duties as debtors in possession.  The Debtors believe that
Rhoads & Sinon can efficiently and effectively represent the
Debtors' interests in any ongoing legal matters, in which the
Debtors are a party.

Rhoads & Sinon will be paid at these hourly rates:

       Partners              $230-$450
       Associates            $175-$240
       Paralegals            $135-$170

Rhoads & Sinon will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Pursuant to section 329 of the Bankruptcy Code, during the one
year immediately preceding the Petition Date, the Debtors paid
Rhoads & Sinon fees for services rendered in contemplation of a
chapter 11 case in the amount of approximately $57,136.82. Of this
amount, $23,179.50 was paid through the application of two $25,000
retainers provided to Rhoads & Sinon on Sept. 5, 2014 and Sept. 8,
2014, and $33,957.32 was paid via a wire transfer from AWI dated
Aug. 19, 2014.  Rhoads & Sinon has a retainer balance in the
amount of $13,240.42, which is being held in an Rhoads & Sinon
escrow account.

Charles J. Ferry, chairman of Rhoads & Sinon's executive
committee, 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. 25, 2014, at 10:00 a.m.  Objections, if any,
are due Nov. 7, 2014, at 4:00 p.m.

Rhoads & Sinon can be reached at:

       Charles J. Ferry, Esq.
       RHOADS & SINON LLP
       One South Market Square
       12th Floor, P.O. Box 1146
       Harrisburg, PA 17108-1146
       Tel: (717) 231-6631
       Fax: (717) 238-8623
       E-mail: cferry@rhoads-sinon.com

                  About Associated Wholesalers

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

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

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

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

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

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

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


ASSOCIATED WHOLESALERS: PBGC Takes Over White Rose Pension Plan
---------------------------------------------------------------
Jerry Geisel at Business Insurance reports that the Pension
Benefit Guaranty Corp. has taken over the underfunded pension plan
of White Rose Inc.

Citing PBGC, Business Insurance relates that the plan is
underfunded by $30.3 million, with $54.6 million in assets and
$84.9 million in liabilities.  According to the report, PBGC said
that it expects to cover $30.2 million of the $30.3 million
funding shortfall.

                  About Associated Wholesalers

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

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

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

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

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

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

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


AUTOMOTIVE ELECTRONIC: Case Summary & 14 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Automotive Electronic Solution Providers, LLC
        4887 Belfort Road, Suite 400
        Jacksonville, FL 32256

Case No.: 14-05400

Chapter 11 Petition Date: October 31, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Debtor's Counsel: Jacob A. Brown, Esq.
                  AKERMAN LLP
                  50 North Laura Street, Suite 3100
                  Jacksonville, FL 32202
                  Tel: (904) 798-3700
                  Fax: (904) 798-3730
                  Email: jacob.brown@akerman.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Walter W. McIntyre, chief executive
officer.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-05400.pdf


AVIV REIT: S&P Puts 'BB-' CCR on CreditWatch Positive
-----------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Aviv REIT Inc. and its 'BB' issue-level rating on
the senior unsecured notes on CreditWatch with positive
implications.

"Omega announced it entered into an agreement to acquire Aviv,
under which Omega will issue 0.9 shares of common stock for each
existing Aviv share, representing a 16.2% premium to Aviv's
closing price on Thursday, Oct. 30.  The transaction, which is
subject to Aviv's shareholder approval, is expected to close in
the first quarter of 2015," said credit analyst Michael Souers.

The CreditWatch placement reflects the acquisition by higher-rated
Omega.  S&P would expect to raise its corporate credit rating on
Aviv to the same level as Omega upon successful completion of the
transaction.  S&P will monitor the execution of the transaction
and financing plans, including the refinancing of the existing
Aviv bonds.  S&P would withdraw the rating on Aviv bonds if Omega
repays the bonds upon completion of the transaction.


BAPTIST HOME OF PHILADELPHIA: Asset Sales to Fund Plan
------------------------------------------------------
The Baptist Home of Philadelphia, doing business as Deer Meadows
Retirement Community, filed a plan of reorganization for the
resolution of outstanding claims against it.  The Debtor proposes
to use proceeds from the sale of its assets to make the payments
required under the Plan.

In accordance with a settlement agreement, the $625,000 paid by
Beneficial Mutual Savings Bank will be used to pay allowed general
unsecured claims ("Beneficial Carve-Out").  In addition, there
will be carve-out from the net sale proceeds realized from the
sale of assets in an amount equal to $125,000 for the benefit of
holders of general unsecured claims (Sale Proceeds Carve-Out").
Moreover, there is a carve-out from the Net Sale Proceeds realized
from the Debtor's Sale of Assets, in an amount equal to: (i) 5% of
any such Net Sale Proceeds (on a gross basis) between $19,000,000
and $21,000,000; (ii) 6% of any such Net Sale Proceeds (on a gross
basis) between $21,000,000 and $22,000,000; and (iii) 7% of any
such Net Sale Proceeds (on a gross basis) in excess of $22,000,000
up to the amount needed to satisfy the Allowed Bond Indebtedness
Claim (collectively, the "Percentage Sharing Carve-Out").

The salient terms of the Plan are:

   -- The bond indebtedness claims are impaired by the Plan, and
holders of these claims will receive cash in an amount equal to
the allowed bond indebtedness claim.

   -- Beneficial's secured claim is unimpaired by the Plan.

   -- Beneficial's unsecured claim is fixed at $2,656,712, and
holders of the claim will receive a 35% share of the Percentage
Sharing Carve-Out and a pro rata share of the General Unsecured
Claim Fund.

    -- General unsecured claims will receive a (i) pro rata share
of the Beneficial carve0out, the Sale Proceeds Carve-Out, 65% of
the Percentage Sharing Carve-Out, and the avoidance actions, and
(ii) a pro rata share of the General Unsecured Claim Fund.

A copy of the Plan filed Oct. 22, 2014, is available for free at:

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

              About The Baptist Home of Philadelphia

The Baptist Home of Philadelphia and The Baptist Home Foundation
sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305
and 14-13306) in Philadelphia on April 25, 2014.

Baptist Home of Philadelphia is a Pennsylvania nonprofit
corporation that owns and operates a continuing care retirement
community known as "Deer Meadows Retirement Community", which is
located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania.
Home offers 126 living accommodations, which vary in size, for
independent living and personal care.  It presently also has 206
skilled nursing beds in the nursing and rehabilitation center that
offers short and long term care.  It has 369 employees.

Baptist Home of Philadelphia disclosed $37,330,904 in assets and
$34,562,834 in liabilities as of the Chapter 11 filing.

The Debtors have tapped Cozen O'Connor as counsel and KPMG
Corporate Finance LLC as financial advisor and investment banker.

The U.S. Trustee appointed Wilmarie Gonzalez as patient care
ombudsman.

U.S. Bank National Association, the trustee with regard to the
secured bond indebtedness, hired Reed Smith LLP as counsel and
CohnReznick LLP as financial advisor.

Pepper Hamilton LLP represents the Official Committee of Unsecured
Creditors.


BIOSERV CORPORATION: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Bioserv Corporation
        5340 Eastgate Mall
        San Diego, CA 92121

Case No.: 14-08651

Chapter 11 Petition Date: October 31, 2014

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Hon. Margaret M. Mann

Debtor's Counsel: Benjamin Carson, Esq.
                  BENJAMIN CARSON LAW OFFICE
                  8837 Villa La Jolla Drive, #13105
                  La Jolla, CA 92039
                  Tel: 858-255-4529
                  Fax: 760-943-6391
                  Email: ben@benjamincarsonlaw.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Albert Hansen, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/casb14-08651.pdf


BOART LONGYEAR: To Recapitalize Under Deal With Centerbridge
------------------------------------------------------------
Boart Longyear Limited, a leading global supplier of drilling
services, drilling equipment and performance tooling for mining
and drilling companies, announced on Oct. 23 that it has entered
into an agreement with Centerbridge Partners, L.P. to implement a
comprehensive recapitalization of the Company.  The
recapitalization, which has been completed in part, represents the
conclusion of the strategic review process initiated by the
Company in February 2014.

Under the terms of the recapitalization, Centerbridge has replaced
the Company's former bank revolving credit facility with more
flexible, "covenant-lite" financing and also has subscribed to a
$5.6 million equity placement, which raises its shareholding in
the Company to 19.9% of voting shares. Subject to shareholder
approval at a meeting expected to occur in December, Centerbridge
will provide additional equity capital through a further share
placement, the equitization at par of its holdings of the
Company's unsecured bonds and a fully underwritten rights
offering, which will be open to shareholders. The recapitalization
is designed to stabilize the Company's capital structure and
provide sufficient liquidity to sustain the Company's operations
until the markets for the Company's mineral drilling services and
products recover.

Richard O'Brien, President and Chief Executive Officer of Boart
Longyear, commented, "Since late February, we have worked closely
with our advisors, including Goldman Sachs and the Board's
independent advisors at Greenhill, to develop implementable
recapitalization options. After discussions with many well-
recognized and capable investors about numerous recapitalization
and restructuring options, we are delighted to announce this
agreement with Centerbridge.

"This recapitalization is an important step forward for Boart
Longyear and its shareholders. We are preserving our existing
shareholders' opportunity to participate in the future prospects
of the Company and the improving future margin potential to be
realized when our markets do improve and we reap the benefit of
the significant cost and efficiency actions the Company has taken
over the past 18 months. Additionally, we anticipate the
recapitalization will provide the Company with significant
liquidity to weather the challenges of the current depressed
markets for our drilling services and products and the financial
strength to allow more time for those markets to recover. The
financial flexibility and resources provided by the
recapitalization will allow us to further build on our existing
strengths in customer service and to make tactical investments in
incremental, customer-focused product development."

Centerbridge is currently the Company's largest shareholder, with
close to 20% ownership. As a result of its current ownership, it
has been provided one seat on the Company's Board of Directors,
effective immediately. In addition, upon shareholders approving
the remaining recapitalization transactions, Centerbridge will be
granted additional board representation proportionate to its
ownership of voting stock after completion of the
recapitalization. Its maximum board representation at closing,
however, may not equal or exceed half of the Board, reflecting the
fact that this expanded partnership with Centerbridge is not a
change of control transaction.

Jonathan Lewinsohn, Senior Managing Director of Centerbridge and
recently appointed Boart Longyear Board member, said, "We are
excited to partner with Richard, his management team and our
fellow shareholders to provide a comprehensive capital solution
for Boart Longyear. We believe this transaction will provide a
solid base for the Company to work towards its goal of sustaining
profitability through the mineral exploration cycle."

Following are important highlights of the recapitalization:

   * Fully committed equity injection of $119 to $127 million
   * New term loans of up to $225 million
   * Total liquidity increased to approximately $240 million
   * Net debt reduced by approximately $120 million
   * Company is better positioned to sustain operations through to
     market recovery
   * Extends debt maturity and improves flexibility
   * Existing shareholders can participate through existing
     investment and, by exercising rights, may choose to further
     invest alongside Centerbridge

Mr. O'Brien added, "In summary, we believe this transaction with
Centerbridge, an experienced investment firm and the Company's
largest shareholder, will ensure that the Boart Longyear
franchise, which will have been operating 125 years next year,
remains fundamentally strong and valuable."

                     About Boart Longyear

Headquartered in South Jordan, Utah, Boart Longyear Limited is
incorporated in Australia and listed on the Australian Securities
Exchange Limited. The company provides drilling services and
complimentary drilling products and equipment, principally for the
mining and metals industries.

                        *     *     *

The Troubled Company Reporter, on Oct. 30, 2014, reported that
Moody's Investors Service affirmed Boart Longyear Limited's Caa1
Corporate Family Rating (CFR) and Caa1-PD probability of default
rating.  The speculative grade liquidity rating was changed to
SGL-2 from SGL-4.  At the same time, Moody's affirmed Boart
Longyear Management Pty Limited's B3 senior secured note rating
and Caa2 senior unsecured note rating.  The rating outlook was
changed to stable from negative.

On Oct. 28, the TCR reported that Standard & Poor's Ratings
Services placed its 'CCC' corporate credit rating on Boart on
CreditWatch with positive implications.  S&P also placed its 'B-'
issue rating on the senior secured notes and its 'CCC' issue
rating on the senior unsecured notes issued by Boart Longyear
Management Pty Ltd., a subsidiary of BLY, on CreditWatch with
positive implications.

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

The Troubled Company Reporter-Asia Pacific on July 22, 2014,
reported that S&P lowered its corporate credit rating on Boart to
'CCC' from 'CCC+'.  The outlook is negative.  At the same time,
S&P lowered its issue level rating on subsidiary Boart Longyear
Management Pty Ltd.'s secured notes to 'B-' from 'B' and its
senior unsecured notes to 'CCC' from 'CCC+'.  S&P maintained the
'1' recovery rating on the secured notes, which indicates its
expectation for very high (90% to 100%) recovery and the '4'
recovery rating on the unsecured notes, which indicates S&P's
expectation for average (30% to 50%) recovery in the event of a
payment default.

The TCR-AP also reported on June 20, 2014, Moody's downgraded
Boart's corporate family and probability of default ratings to
Caa1 and Caa1-PD respectively from B3 and B3-PD respectively. The
speculative grade liquidity rating was lowered to SGL-4 from SGL-
3. At the same time Moody's downgraded Boart Longyear Management
Pty Limited's guaranteed secured notes to B3 from B2 and affirmed
the Caa2 senior unsecured notes rating. The outlook is negative.


BORDERS GROUP: Appellate Court Says Gift Cards Still Worthless
--------------------------------------------------------------
Sara Randazzo, writing for The Wall Street Journal, reported that
the U.S. Court of Appeals for the Second Circuit sided with two
lower courts and ruled that a group of Borders customers waited
too long to raise their claims for the unused gift cards.

According to the report, attorney Clinton Kristov, Esq., at
Krislov & Associates, Ltd., in Chicago, Illinois, who represents
the customers, said he plans to appeal the decision by either
requesting that the full appeals-court panel hear the case or by
offering it up to the U.S. Supreme Court's decision.

The Journal noted that Borders had 17.7 million unredeemed gift
cards worth $210.5 million at the time it closed.

                        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.  As of Feb. 11,
2011, Borders employed a total of 6,100 full-time employees,
11,400 part-time employees, and roughly 600 contingent employees.

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.


BRIXMOR LLC: S&P Raises CCR to 'BB+'; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Brixmor LLC to 'BB+' from 'B'.  The outlook is stable.
S&P also raised the rating on the company's unsecured bonds to
'BBB-' from 'B'.  The recovery rating on this debt is '2',
reflecting S&P's expectation for substantial recovery prospects
(70% to 90%).  S&P removed all of the ratings from CreditWatch,
where it placed them with positive implications on May 12, 2014.
These actions affect roughly $243 million of rated debt.

"The upgrade is driven primarily by our reassessment of Brixmor
LLC's business risk profile to "fair" from "weak" as well as our
view that the company's financial risk profile has strengthened to
"significant" from "aggressive".  The combination of the business
and financial risk profiles results in a 'bb' anchor score, which
then receives positive benefit (+1 notch) from our view that
Brixmor LLC has "highly strategic" status within its broader group
of affiliated entities," said credit analyst Lisa Sarajian.  "We
have also revised our assessment of financial sponsorship impact
on Brixmor LLC to 'FS-4' from 'FS-5' as we believe the sponsor's
equity stake will continue to gradually decline and that there is
a commitment to sustaining Brixmor LLC's strengthened
"significant" financial risk profile."

The stable outlook anticipates continued healthy same-store
operating performance supported by further rental rate and
occupancy gains within Brixmor LLC's operating portfolio such that
recently improved fixed-charge coverage and leverage metrics are
sustained at current levels.

Downside scenario

S&P sees limited near term ratings downside given improving
portfolio trends and S&P's expectation for Brixmor LLC's core
holdings to remain relatively static.  Ratings could come under
pressure if there were a major unexpected tenant default that
resulted in fixed-charge coverage dropping to a level below 1.7x
or if S&P's current view of parent support were to change.

Upside scenario

At the same time, upgrade momentum is tempered by S&P's
expectation for the composition of Brixmor LLC's operating
portfolio to be fairly static and for the company to remain
reliant upon its indirect parent for liquidity support.  That
said, ratings uplift of Brixmor LLC's corporate credit rating
could occur if S&P raised its assessment for the group credit
profile and/or adjusted upward Brixmor LLC's entity status within
the group.


BUCCANEER ENERGY: Exclusive Solicitation Date Extended to Dec. 29
-----------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court extended
Buccaneer Energy Limited's exclusive period during which the
Company can solicit acceptances of its plan of reorganization
through Dec. 29, 2104.  The Debtors' exclusive plan filing expired
on Oct. 28, 2014.

                     About Buccaneer Energy

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

Buccaneer Resources' primary business is the exploration for and
production of oil and natural gas in North America and their
operations are focused on both onshore and offshore activities in
the Cook Inlet of Alaska as well as the development of offshore
projects in the Gulf of Mexico and onshore oil opportunities in
Texas and Louisiana.

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

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

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

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

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


BUCCANEER ENERGY: Obtains Sale Approval, Amends Plan
----------------------------------------------------
Buccaneer Resources, LLC, et al., have obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas, Victoria
Division, to sell majority of their oil and gas properties and
interests to their prepetition secured lender.

U.S. Bankruptcy Judge David R. Jones has issued an order
authorizing the Debtors to sell majority of their oil and gas
properties and interests to the Debtors' prepetition secured
lender, AIX Energy, LLC, for $44,000,000 in the form of a credit
against amounts owed by the Debtors under their existing credit
agreements and any cure costs associated with contracts to be
assumed by the Purchaser as an asset.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Cook Inlet Energy Inc. made a competing $35
million cash offer but because Cook Inlet didn't increase its bid
at the Oct. 27 auction, AIX was picked as the winning bidder.  The
Bloomberg report said the settlement made the sale of the Debtors'
assets to AIX possible.

The proceeds of the sale will be distributed pursuant to a court-
approved settlement agreement between the Debtors, the Official
Committee of Unsecured Creditors and AIX.  The Debtors, on Oct.
31, filed an amended Plan and accompanying disclosure statement to
incorporate provisions of this settlement.  Among other things, a
Settlement Payment of $10,000,000 will be funded for the benefit
of the Debtors' creditors pursuant to the Plan.  The Plan provides
for the creation of a Liquidating Trust for the benefit of Holders
of Allowed Priority Unsecured Tax Claims, Priority Unsecured Non-
Tax Claims, General Unsecured Claims, Subordinated Claims, and
Equity Interests.  The Plan also proposes the creation of a Post-
Confirmation Committee to monitor the administration of the
Liquidating Trust.  The expenses of collection, prosecution and
administration will be paid from the trust assets.

Holders of general unsecured claims will recover 4.5% to 7.2% of
their allowed claims.  General unsecured claims are estimated to
total between $206.5 million to $216.5 million.

The Debtors are aiming for an expedited plan confirmation process
and have asked the Court (i) for a conditional approval of their
disclosure statement so that they can begin to solicit votes for
the Plan, and (ii) to convene a combined disclosure statement
approval hearing and plan confirmation hearing on Dec. 2.

A full-text copy of the Amended Disclosure Statement dated
Oct. 31, 2014, is available at:

          http://bankrupt.com/misc/BUCCANEERds1031.pdf

                     About Buccaneer Energy

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

Buccaneer Resources' primary business is the exploration for and
production of oil and natural gas in North America and their
operations are focused on both onshore and offshore activities in
the Cook Inlet of Alaska as well as the development of offshore
projects in the Gulf of Mexico and onshore oil opportunities in
Texas and Louisiana.

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

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

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

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

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


CAESARS ENTERTAINMENT: Bankruptcy Filing Possible by Jan. 15
------------------------------------------------------------
Daniel Jennings, writing for Seekingalpha.com, reports that
observers expect Caesars Entertainment Corp. to file for Chapter
11 bankruptcy by Jan. 15, 2015, when the grace period on the notes
ends.  The Company, according to Seekingalpha.com, is burdened
with $18.3 billion in debt, and also faces a Dec. 15, 2014
deadline for $225 million in interest payments on $4.5 billion in
second tier notes.  Seekingalpha.com says that the only way the
Company can dodge that catastrophe is to declare bankruptcy.

The Company will host a conference call at 1:30 p.m. Pacific Time
on Nov. 10, 2014, to review its third-quarter results.  The call
will be accessible in the Investor Relations section of
http://www.caesars.com/

                     About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CORNERSTONE GROVE: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Cornerstone Grove, LLC
        P.O. Box 511238
        Punta Gorda, FL 33951

Case No.: 14-12924

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 31, 2014

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Edward J. Peterson, III, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811
                  Email: epeterson@srbp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Darol H.M. Carr, manager.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-12924.pdf


CORNERSTONE HOMES: Trustee Selling 1-Acre Property for $15,000
--------------------------------------------------------------
Michael H. Arnold, the Chapter 11 Trustee of Cornerstone Homes,
Inc., filed a motion seeking approval for the sale of the estate's
interest in certain real property located 4954 Meads Creek Road,
Town of Campbell, Steuben County, New York.  The property consists
of approximately 1.03 acres, with a damaged mobile home.  The
estate has received a non-contingent cash of $15,000.

Meanwhile on Oct. 17, the Trustee won court approval to sell the
property located at 6450 Gardner Road, Wheeler, New York.

                     About Cornerstone Homes

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

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

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

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

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

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

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


COUNTRY STONE: Obtains Interim OK to Tap $1.32-Mil. DIP Loan
------------------------------------------------------------
Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois, Peoria Division, gave Country Stone
Holdings, Inc., et al., interim authority to obtain $1.325 million
in postpetition financing from First Midwest Bank and use cash
collateral securing their prepetition indebtedness.

First Midwest, which is the Debtors' prepetition lender, agreed to
extend up to $34 million in postpetition financing, subject to
final court approval, which loan accrues at prime rate plus 2.0%.
As of Oct. 22, 2014, the Debtors' outstanding amount owing under
the First Midwest loan agreement is $38,177,950.  The loans are
secured by a substantial portion of the Debtors' assets and are
guaranteed by non-debtors Bjustrom Bjustrom and Country Stone &
Soil, Inc.

Judge Perkins will convene a hearing on Nov. 19, 2014, at 1:30
p.m., to consider final approval of the financing request.
Objections are due Nov. 17.

A full-text copy of the Interim DIP Order is available
at http://bankrupt.com/misc/COUNTRYdipord1027.pdf

                        About Country Stone

Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone.  The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois.  Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota,
Wisconsin, Missouri, and California.

Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill. Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes.  The bankruptcy cases are assigned
to Judge Thomas L. Perkins.

The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting
agent.


COUNTRY STONE: Has Until Nov. 17 to File Schedules
--------------------------------------------------
Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois, Peoria Division, extended until
Nov. 17, 2014, Country Stone Holdings, Inc., et al.'s deadline to
file its schedules of assets and liabilities and statements of
financial affairs.

                        About Country Stone

Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone.  The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois.  Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota,
Wisconsin, Missouri, and California.

Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill. Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes.  The bankruptcy cases are assigned
to Judge Thomas L. Perkins.

The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting
agent.


COUNTRY STONE: Court Issues Joint Administration Order
------------------------------------------------------
Judge Thomas L. Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois, Peoria Division, issued an order
directing joint administration of the Chapter 11 cases of Country
Stone Holdings, Inc., and its debtor affiliates under the case In
re Country Stone Holdings, Inc., et al., Case No. 14-81854.

                        About Country Stone

Country Stone Holdings, Inc., and its affiliates are in the
business of manufacturing, processing, and packaging lawn and
garden products such as mulch, soil, fertilizer, plant food,
organics, concrete and decorative stone.  The corporate
headquarters are located in Rock Island, Illinois and Milan,
Illinois.  Country Stone operates 17 plants throughout the United
States, including in Illinois, Iowa, Indiana, Minnesota,
Wisconsin, Missouri, and California.

Country Stone Holdings and its affiliates sought bankruptcy
protection (Bankr. C.D. Ill. Lead Case No. 14-81854) in Peoria,
Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete
Holdings, Inc., for $23 million in cash plus the assumption of
liabilities, subject to higher and better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes.  The bankruptcy cases are assigned
to Judge Thomas L. Perkins.

The Debtors have tapped Katten Muchin Rosenman LLP as counsel;
Silverman Consulting to provide the services of Steven Nerger as
CRO and Michael Compton as cash and restructuring manager; and
Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting
agent.


CRC HEALTH: S&P Puts 'B' CCR on CreditWatch Positive
----------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on substance abuse treatment provider CRC Health Corp. on
CreditWatch with positive implications.  This follows Acadia
Healthcare's announcement that they have entered into a definitive
agreement to acquire CRC Health for $1.175 billion.  The
acquisition will be financed through a combination of debt and
equity issuance.  S&P expects the company to refinance all of CRC
Health's existing debt with new debt and issue approximately $317
million of equity.

Following completion of the transaction, S&P will either upgrade
CRC Health to 'B+' if it affirm its ratings on Acadia, or S&P will
affirm its rating on CRC Health at 'B' if it downgrades Acadia.


CROWN CASTLE: Fitch Affirms 'BB' IDR & Revises Outlook to Positive
------------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of
Crown Castle International Corp. (Crown) and its subsidiaries at
'BB'.  In addition, Fitch has affirmed the long-term debt ratings
of Crown and its subsidiaries:

Crown Castle International Corp. (CCIC)

   -- IDR at 'BB';
   -- Senior unsecured debt at 'BB-'.

Crown Castle Operating Company (CCOC)

   -- IDR at 'BB';
   -- Senior secured credit facility at 'BB+'.

CC Holdings GS V LLC (GS V)

   -- IDR at 'BB';
   -- Senior secured notes at 'BBB-'.

The Rating Outlook has been revised to Positive from Stable.

KEY RATING DRIVERS

Crown's ratings are supported by the strong recurring cash flows
generated from its leasing operations, the robust EBITDA margin
that should continue to increase over time as a result of new
lease-up opportunities, and the scale of its tower portfolio.
Crown's primary focus on the U.S. market, compared with seeking
growth in emerging markets, reduces operating risk.  These factors
lend considerable stability to cash flows and lead to a lower
business risk profile than most typical corporate credits.

The Outlook has been revised to Positive, as the company has made
progress in 2014 on delevering following two major acquisitions of
towers, or rights to towers, in the last two years.  These
transactions include the $2.5 billion T-Mobile transaction in
2012, which was largely debt financed, and the $4.8 billion AT&T
Inc. transaction, which was primarily financed with equity.  Fitch
expects Crown's gross leverage to be in the 5.3x to 5.4x range at
the end of 2014, which is within the 'BB+' range of Fitch's
expectations for leverage for a tower company with Crown's
business and financial risk profile.

Fitch recognizes that material event risk is currently present in
the tower industry, primarily owing to Verizon Communications Inc.
(Verizon) public statements that it would entertain the sale of
its towers under the right terms and conditions.  Should such a
transaction come to pass, and Crown is the acquirer, Fitch will
evaluate the company's funding strategy and financial expectations
at that time, and their effect on the rating.  In the absence of a
transaction--if there is no sale or another tower operator
acquires Verizon's towers--Fitch would review and likely upgrade
Crown's IDR one-notch to 'BB+'.

The rating also incorporates expectations that beginning in
December 2014, Crown will pay out a higher proportion of cash flow
to its shareholders as it increases its distribution to $3.28 per
share, or approximately $1.1 billion annually, from $1.40 per
share, or approximately $470 million annually.  The payout
represents an acceleration of the level of payout relative to
previous expectations, but slows future distribution growth.  In
addition, the change reduces the rate at which net operating loss
carryforwards are used to manage required real estate investment
trust (REIT) distributions.

Fitch's existing ratings and outlook have reflected expectations
for delevering to occur over time, primarily as a result of EBITDA
growth.  Growth stemming from the contractual nature of business,
plus escalators in its contracts, provide for natural delevering
over time that is not dependent on debt repayment.  Fitch believes
Crown will have sufficient cash generation to reinvest in its
business to sustain mid-single-digit growth, even with the higher
dividend, mitigating concerns regarding the ability to sustain
growth.  In Fitch's view, the reduced free cash flow (FCF) will
materially reduce its ability to fund inorganic growth.  As
inorganic opportunities occur, Fitch will evaluate the willingness
of the company to partly fund transactions with equity in the
context of achieving its leverage target.

A key factor in future revenue and cash flow growth for Crown, as
well as the rest of the tower industry, is the growth in wireless
network capacity needed to meet demand for mobile broadband
services.  Growth in 4G services will drive amendment activity and
new lease-up revenues from the major operators, leading to at
least midsingle-digit growth prospects for the next couple of
years.

Fitch expects Crown to delever primarily through cash flow growth
over the course of 2014 and 2015.  Fitch projects leverage based
on full-year EBITDA to be in the 5.3x to 5.4x range by the end of
2014, which will be very strong for the rating category.

Crown has meaningful cash generation, balance sheet cash,
revolving credit facility availability and a favorable maturity
schedule relative to available liquidity.  Cash, excluding
restricted cash, was $239 million as of Sept. 30, 2014.  For the
latest 12 months (LTM) ended Sept. 30, 2014, FCF was approximately
$393 million.  Crown spent $751 million on capital expenditures
during this period with a significant portion allocated for land
purchases, which is discretionary in nature.

CCOC had drawn $354 million on its $1.5 billion senior secured
revolving credit facility as of Sept. 30, 2014.  The revolving
credit facility matures in Nov. 2018.  The financial covenants
within the credit agreement include a total net leverage ratio of
5.5x (following a stepdown in March 2014), and consolidated
interest coverage of 2.5x.

For 2014, Crown expects adjusted funds from operations of
approximately $1.4 billion.  Crown's maturity profile is
manageable, with no significant legal maturities for the last
quarter of 2014 or 2015.  In 2015, anticipated repayments for
securitized debt are expected under the terms of $250 million of
tower revenue notes and WCP securitized notes with a current face
value of $264 million.

Crown converted to a REIT for tax purposes on Jan. 1, 2014.  The
company's total cash distribution in 2014 will approximate $470
million.  Fitch believes the company will have flexibility--albeit
at a reduced level owing to the distribution increase--to manage
its leverage as a REIT, as its $2.2 billion net operating loss
carryforwards will allow it to manage required REIT distributions.

RATING SENSITIVITIES

Positive: Crown Castle's leverage on a run rate basis (the third
quarter of 2014 at 5.5x) is right at the high end of Fitch's 5.0x
to 5.5x leverage range expected for a 'BB+' rating, and Fitch
expects leverage to be in the 5.3x-5.4x range by the end of 2014.
Fitch considers event risk to be high in the tower industry at
present, but if the prospects for a material transaction diminish,
Fitch would consider upgrading Crown Castle's IDR to 'BB+'.

Negative: Future developments that may, individually or
collectively, lead to Fitch taking a negative rating action
include Developments potentially leading to a negative rating
action include an increase in leverage above 6x for a protracted
period of time due to an acquisition funded mostly by debt, or a
change in financial policy targeting higher leverage.


CRUNCHIES FOOD: Chaucer Food Acquires Majority Stake in Company
---------------------------------------------------------------
Dean Best, writing for Just-Food, reports that Chaucer Foods has
acquired 65% of Crunchies Food Company, LLC, for an undisclosed
sum.

Just-Food quoted Chaucer Foods sales and marketing director
Richard Ilsley as saying, "There was a situation whereby Chaucer
had an outstanding debt within Crunchies that we tried to convert
into equity but that's old news.  The new news is we have
obviously reached a deal with Crunchies and their shareholders and
we've now secured, with the support with Crunchies, the investment
in their business.  There was some miscommunication and
discussions earlier on but as you can see everything is now
resolved and we have a positive relationship going forward -- with
the existing CEO and president Jim Lacey retained in the business,
which is to all of our benefit."

David Casey, writing for Insider Media Limited, relates that James
Lacey will stay in Crunchies Food as president and chief
executive.

                      About Crunchies Food

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

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


CT-1 HOLDINGS: SCIC May Revise Suit v. Saadat, Dist. Court Says
---------------------------------------------------------------
District Judge Virginia A. Phillips ruled that bankruptcy court
properly dismissed the threadbare complaint filed by Screen
Capital International Corporation, acting on behalf of CT-1
Holdings Inc.'s estate, against Farhad Saadat.

SCIC brought an adversary proceeding to avoid allegedly fraudulent
transfers CT-1 made to Saadat.

Judge Phillips said the lower court properly dismissed that
lawsuit for failure to state a claim.  However, she said the
bankruptcy court erred if it denied SCIC an opportunity to amend
its complaint because it thought any amendment would be time-
barred.

"To the extent that rationale was the basis of its decision, the
bankruptcy court's judgment is reversed; on remand, it should
offer SCIC the opportunity to file an amended complaint. If SCIC
elects to file an amended complaint, the bankruptcy court should
address the question of SCIC's standing to do so, and if necessary
(at the appropriate time), the applicability of the broad release
to SCIC's claims against Saadat," Judge Phillips said.

A copy of Judge Phillips' October 27, 2014 Order is available at
http://bit.ly/1pgtJF1from Leagle.com.

Farhad Saadat is represented by:

     Alex M Weingarten, Esq.
     Eric J Bakewell, Esq.
     Logan Mitchell Elliott, Esq.
     Vartanoush Defterderian, Esq.
     VENABLE LLP
     2049 Century Park East, Suite 2100
     Los Angeles, CA 90067
     Tel: 310-229-9900
     Fax: 310-229-9901
     E-mail: amweingarten@Venable.com
             ejbakewell@Venable.com
             lmelliott@Venable.com

          - and -

     Steven Frederick Werth, Esq.
     Victor A Sahn, Esq.
     SULMEYERKUPETZ APC
     333 South Hope Street Thirty-Fifth Floor
     Los Angeles, CA  90071-1406
     Tel: 213-617-5210
     E-mail: swerth@sulmeyerlaw.com
             vsahn@sulmeyerlaw.com

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Cal. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Cal. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Cal. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Cal.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


CYRUSONE LP: Moody's Hikes Senior Unsecured Debt Rating to B1
-------------------------------------------------------------
Moody's Investors Service upgraded CyrusOne LP's (CONE) senior
unsecured debt rating to B1 from B2 due to material improvement in
the REIT's unencumbered asset base. Concurrently, Moody's withdrew
the REIT's probability of default and loss given default
assessments. Moody's also affirmed CONE's corporate family rating
at B1 and revised the REIT's rating outlook to positive from
stable. This revision reflects CONE's steady growth in scale and
client base, modest leverage profile and strong fixed charge
coverage and Moody's expectations of continued progress in these
credit factors.

The following rating was upgraded with a positive outlook:

CyrusOne LP, Senior Unsecured debt B2 to B1

The following rating was affirmed with a positive outlook

CyrusOne LP, Corporate Family Rating at B1

The following ratings were withdrawn:

CyrusOne LP, senior unsecured debt (LGD4, 65%)

CyrusOne LP, B1- PD Probability of Default assessment

Ratings Rationale

The upgrade of CONE's senior unsecured debt rating reflects the
change in its capital stack due to the replacement of its $225
million secured revolver with a $450 million unsecured bank credit
facility. The REIT also has a new $150 million unsecured term
loan. With these new financing lines, unencumbered assets account
for over 85% CONE's total assets, significantly improving the
credit profile of the rated senior unsecured debt.

CONE's portfolio has grown to 1.2 million CSF /183 MW at the end
of 2Q2014 from 932 K CSF of space /119 MW of installed UPS at YE
2012 while maintaining a modest leverage profile and healthy fixed
charge coverage ratio. The change in outlook for the ratings
reflects Moody's expectation that revenue growth will follow
capacity expansion and CONE will continue to manage its capital
projects in a prudent manner.

As of the second quarter 2014, CONE had leased 86% of its net
leasable space to 648 clients including 139 Fortune 1000
companies. The largest 10 tenants account for 42% of rent base and
the energy and information technology customers account for almost
60 % of revenues. With the projected growth in data center
traffic, most players in the business are growing their capacity
rapidly. Competition is likely to be intense but CONE, with its 25
data centers in 10 locations and a mix of enterprise and cloud
computing clients, is well-positioned to grow its portfolio.

CONE's profit margins have been weaker than that of its larger
peers, in part due to its sales and marketing expenditure. Over
the next few quarters, operating margins could also be affected by
the change in portfolio mix with metered tenants, lower margin
than full service clients, and accounting for a substantial
majority of new leases. Additionally, income trends would likely
be affected by higher depreciation and interest charges related to
development and new debt financing.

On the positive side, CONE has no significant debt maturities in
the near term and the REIT's need to access new capital has
probably been reduced with the new revolver and term loan.

Moody's could consider upgrading CONE's ratings if the REIT is
able to i) improve the occupancy rate on the stabilized assets to
close to 90%; ii) gross assets greater than $2.0 billion and iii)
top two sectors accounting for about 55% of revenues or lower. The
outlook will likely be changed to stable if i) lease up of new
facilities is lower than anticipated; ii) EBITDA margin drops
below 40% and iii) net debt/EBITDA is higher than 5.0x on a
sustained basis.

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

Headquartered in Carrollton, TX, CyrusOne Inc, the parent of
CyrusOne LP, is a real estate investment trust that owns, develops
and operates enterprise-class, carrier-neutral data centers
catering to customers in the retail and wholesale collocation
markets. The company operates 25 data centers, owned and leased,
mainly in Texas, Ohio and Arizona. Cincinnati Bell Inc. has a 5%
stake in CyrusOne Inc.'s common equity in addition to 40.8%
ownership interest in CyrusOne LP.


DAVE & BUSTER'S: S&P Assigns 'B+' CCR; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Dallas-based Dave & Buster's Entertainment Inc.
The outlook is stable.

At the same time, S&P raised the corporate credit rating to 'B+'
from 'B' on Dave & Buster's Inc. and removed it from CreditWatch
positive.  S&P subsequently withdrew this rating.

The recovery rating on the secured credit facilities remains '3',
at borrower Dave & Buster's Inc., indicating S&P's expectation for
meaningful (50% to 70%) recovery in the event of a payment
default.  The issue-level rating is 'B+'.

"Dave & Buster's participates in the restaurant and out-of-home
entertainment industries, which we believe remains intensely
competitive.  The company has maintained good performance in
recent history, but it is a small-sized company that operates 70
stores," said credit analyst Andy Sookram.  "We think the company
has pursued a prudent approach to store development, by slowing
new store growth during the last U.S. recession and accelerating
store openings in the currently improving economy.  It has thus
far been able to secure attractive geographic locations, which has
contributed to its good average unit volumes and profit margins."

The stable rating outlook on Dave & Buster's incorporates S&P's
expectation that credit metrics will improve in the next year on
EBTIDA growth that arises from store initiatives.  Specifically,
S&P expects EBITDA to increase nd result in leverage in the mid-4x
area in the next year and FFO to debt of about 14%.

Downside scenario

S&P could consider a negative rating action if EBITDA falls by
about 10% because of negative same-store sales that result from
heightened competitive pressures or poor execution of its store
growth initiatives.  Under these scenarios, leverage stays above
5x and FFO to debt declines to under 10%.  Additional downside
rating pressures would result from debt-funded shareholder
remuneration that could be influenced by the controlling owner.

Upside scenario

An upgrade is unlikely given S&P's assessment of the company's
business, which incorporates it small-sized store base and
exposure to macroeconomic trends.  Still, longer term, an upgrade
could occur if the company executes a prudent store expansion
strategy that results in leverage under 4x on a sustained basis
and FFO to debt rises to around 20%.  This would likely lead to a
reassessment of the business risk profile as "fair" and the
financial risk profile as "significant".


DETROIT, MI: Files 8th Amended Debt Adjustment Plan
---------------------------------------------------
Detroit has filed its latest bankruptcy plan to adjust $18 billion
of debt and exit the biggest municipal bankruptcy in U.S. history.

The latest plan contains amendments reflecting the city's
agreement with the International Union, UAW, and Michigan AFSCME
Council 25 to resolve their objections to the plan.

International Union, which represents the city's employees, had
objected to the city's proposal to cut the benefits for employees
of the Detroit Library Commission.  The union had said the
employees shouldn't be included in the plan since the public
library is a "separate and independent municipal corporation" that
is not part of Detroit's bankruptcy filing.

Meanwhile, AFSCME expressed concern the bankruptcy plan would
affect benefits available to employees of the Detroit Regional
Convention Facility Authority.

Both unions dropped their objections following their agreement
with Detroit.

The latest changes to the plan won't affect creditors holding
claims for post-employment benefits (other than pensions) since
Detroit's agreement with the unions was already contemplated by
the city's previous settlement with the retirees' committee,
according to court filings.  .

Detroit's latest bankruptcy plan also contains amendments
affecting the treatment of Class 9 claims.

The amendments reflect a negotiated settlement and a holder of
Class 9 claims agreeing to participate in a deal proposed under
the plan to settle claims tied to the city's service contracts
with pension funds.

Classes 7, 12 and 14 won't be "adversely" affected by the latest
amendments, according to court filings.

U.S. Bankruptcy Judge Steven Rhodes in Michigan is expected on
Nov. 7 to rule on Detroit's debt-adjustment plan.

A full-text copy of the 8th amended plan is available for free at
http://is.gd/x2PWTf

Separately, the votes cast by holders of Class 9 and Class 14 had
been re-tabulated after Detroit entered into agreements with
Financial Guaranty Insurance Co. and Syncora Guarantee, Inc. to
resolve their objections to the plan.

The settlements, which are subject to court approval, contemplate
that all votes cast by Syncora and FGIC will be deemed to be votes
accepting the plan.

An updated summary of the voting results is detailed in a
declaration by Kurtzman Carson Consultants LLC, which is available
for free at http://is.gd/UXqotn

                 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.


DINEEQUITY INC: S&P Affirms 'B' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate rating on DineEquity Inc.  The outlook remains stable.
S&P then withdrew the rating at the company's request.

S&P also withdrew the issue-level and recovery ratings on
DineEquity's senior notes and existing senior secured credit
facilities, which the company repaid with proceeds from its $1.4
billion securitized financing facility.


DYNCORP INT'L: Moody's Lowers Corp. Family Rating to Caa1
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of DynCorp
International Inc. ("DI"), including the Corporate Family Rating
to Caa1 from B3. The rating outlook is stable. The CFR downgrade
reflects lower than previously expected revenues, earnings, and
cash flows through 2016. The stable outlook anticipates that the
company's pending bank facility amendment transaction would
restore an adequate liquidity profile.

Ratings downgraded:

Corporate Family, to Caa1 from B3

Probability of Default, to Caa1-PD from B3-PD

$181 million first lien revolver due 2016, to B1, LGD2 from Ba3,
LGD2

$187 million first lien term loan due 2016, to B1, LGD2 from Ba3,
LGD2

$455 million senior unsecured notes due 2017, to Caa2, LGD5 from
Caa1, LGD5

Speculative Grade Liquidity, to SGL-4 from SGL-3 (will revert to
SGL-3 upon close of pending bank facility amendment transaction)

Rating outlook:

Stable

Ratings Rationale

The Caa1 CFR reflects a discouraging backlog trend and weak
expected credit metrics. Revenues declined 30% over the 12 months
ended June 27, 2014 and backlog declined by more than 20%.
Revenues will probably decline an additional 20% to 25% in 2015
and the high contraction rate could be sustained through 2016 if
backlog does not soon show better traction. Debt to EBITDA, on a
Moody's adjusted basis, of over 6x by the end of 2014 and between
7x and 8x by the end of 2015 seems probable (up from 5.9x at June
27). Beyond contract wins, DI's ability to temper the leverage
rise will depend on achievement of higher gross profit margin as
revenues ebb, and reduction of SG&A expense. Gross profit margin
percentage should rise as the company's Afghanistan-based work
declines since work that is scheduled to wind down under DI's
principal Afghanistan-based contract is of lower margin. But the
extent of margin gain ahead seems less certain. Cash flow will
almost surely weaken near term, with free cash flow to debt in the
low single digit percentage range likely near term, versus the
high single digit range of late.

The Stable rating outlook considers that the pending credit
facility amendment should provide DI flexibility to undertake its
planned cost restructuring actions and marketing initiatives. The
proposed amendment would loosen the financial covenant test
thresholds substantially. Greater effective revolver borrowing
capacity would follow despite an anticipated revolver commitment
size reduction. The company's past and expected continuing focus
on prepaying its term loan also supports the stable outlook.

The Speculative Grade Liquidity rating of SGL-4 denotes weak
liquidity due to the very high likelihood of a financial ratio
covenant breach soon without the credit facility amendment. DI is
likely holding less cash than the $150 million level on June 27,
since debt prepayments and seasonal working capital increase
occurred since then. At close of the pending amendment
transaction, Moody's expects to raise the SGL-4 to SGL-3.

The ratings would face downward pressure if liquidity adequacy is
not soon restored, if cash flow interest coverage is low-- such as
if Funds From Operations (FFO) plus interest to interest is
expected at or below 1x, or if debt to EBITDA rises to the mid 8x
level. Upward rating momentum would follow backlog stabilization,
expectation of debt to EBITDA at or below the mid 6x level, and
FFO plus interest to interest closer to 1.5x.

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.

DynCorp International Inc., headquartered in McLean, VA, provides
mission-critical support services outsourced by U.S. military,
non-military U.S. governmental agencies and foreign governments.
The company is an operating subsidiary of Delta Tucker Holdings,
Inc., which is majority-owned by affiliates of Cerberus Capital
Management, LP. Revenues for the twelve months ended June 27, 2014
were approximately $2.7 billion.


EAGLE BULK: Oaktree Capital Holds 15.71MM Shares in Company
-----------------------------------------------------------
Howard Marks' Oaktree Capital Management has disclosed in a new
filing with the U.S. Securities and Exchange Commission that it
holds around 15.71 million shares of Eagle Bulk Shipping Inc.,
representing almost 42% of Eagle Bulk's common stock.

                    About Eagle Bulk Shipping

With headquarters in New York, Eagle Bulk Shipping Inc. (Nasdaq:
EGLE) provides ocean-borne transportation services for a broad
range of major and minor "dry bulk" cargoes, including iron ore,
coal, grain, cement, and fertilizer, along worldwide shipping
routes.  Each of Eagle's 45 vessels is flagged in the Marshall
Islands and owned by a separate wholly-owned subsidiary organized
as a limited liability company under the Marshall Islands.

On Aug. 6, 2014, Eagle Bulk entered into a restructuring support
agreement with certain of its lenders regarding the terms of a
balance sheet restructuring that will reduce debt by $975 million.

To implement the restructuring, Eagle Bulk, the parent company,
commenced a voluntary "prepackaged" chapter 11 case (Bankr.
S.D.N.Y. Case No. No. 14-12303).  The case has been assigned to
the Honorable Sean H. Lane.  The Chapter 11 filing does not
include any of Eagle Bulk's operating or management subsidiaries.

The Company estimated $850 million to $950 million in assets and
debt of $1.21 billion as of the Petition Date.

The Company has tapped Tyson M. Lomazow, Esq., and Matthew Brod,
Esq., at Milbank, Tweed, Hadley & McCloy LLP as general bankruptcy
counsel, Moelis & Company as financial advisor and investment
banking advisor, Alvarez & Marsal as restructuring advisors, and
PricewaterhouseCoopers LLP as its accountant and auditor.  Eagle
Bulk's noticing agent is Kurtzman Carson Consultants.

Wilmington Trust (London) Limited, solely in its capacity as
successor agent and security trustee under a 2012 credit
agreement, is represented by Andrew Rosenberg, Esq., at Paul Weiss
Rifkind Wharton & Garrison LLP.

Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York, on Sept. 22, 2014, issued a findings of
fact, conclusions of law and order approving the disclosure
statement and confirming the prepackaged plan of reorganization
filed by Eagle Bulk Shipping Inc.

As reported by the Troubled Company Reporter on Oct. 21, 2014,
Eagle Bulk notified the Court that on Oct. 15, 2014, the Effective
Date of its Prepackaged Plan of Reorganization occurred, and the
Plan was substantially consummated.


EDGENET INC: Disclosure Statement OK'd; Plan Hearing on Dec. 9
--------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware on Oct. 30, 2014, approved the disclosure
statement explaining the liquidation plan of El Wind Down Inc.,
f/k/a Edgenet Inc., and its debtor affiliates, and scheduled a
hearing to consider confirmation of the plan for Dec. 9, 2014, at
12:00 p.m. (prevailing Eastern Time).  Any objections to the Plan
must be filed by Dec. 1.

As previously reported by The Troubled Company Reporter, the
Debtors, on Oct. 27, amended their liquidation plan and disclosure
statement to contain provisions regarding the plan administrator.

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

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

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

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

                       About Edgenet Inc.

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: US Trustee Appoints Creditors' Committee
-------------------------------------------------------
The U.S. Trustee for Region 3 appointed five creditors of Energy
Future Holdings Corp. to serve on the official committee of
unsecured creditors:

     (1) Mark B. Landon
         170 South Parkview Avenue
         Columbus, OH 43209
         Phone: 614-588-3607

     (2) Brown & Zhou, LLC
         Attn. Mabel Brown
         c/o Belleair Aviation, LLC
         565 Metro Place S., Suite 300
         Dublin, OH 43017
         Phone: 614-581-7858

     (3) Peter Tinkham
         1010 Wimberly Court
         Allen, TX 75013
         Phone: 972-390-0171.

     (4) Shirley Fenicle
         c/o Kazan McClain Satterley & Greenwood PLC
         Attn: Steven Kazan
         55 Harrison Street, Suite 400
         Oakland, CA 94607
         Phone: 510-302-1000
         Fax: 510-835-4913.

     (5) David William Fahy
         c/o Early Lucarelli Sweeney & Meisenkothen LLC
         Attn: Ethan Early
         One Century Tower, 11th Floor
         265 Church Street
         New Haven, CT 06510
         Phone: 203-777-7799
         Fax: 203-785-1671.

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

                       About 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: Says $4B Bondholder Appeal Would Torpedo DIP
-----------------------------------------------------------
Law360 reported that Energy Future Holdings Corp. and Pacific
Investment Management Co. urged U.S. District Judge Richard G.
Andrews in Delaware not to overturn a $4 billion repayment deal in
EFH's bankruptcy, saying that $2 billion in financing Pimco
provided was contingent on the settlement and the "ship has
sailed" on any opportunity for appeal by senior bondholders.

According to the report, Energy Future told Judge Andrews that the
hard-won deal can no longer be challenged.  In September, EFH
senior bondholders urged Judge Andrews to undo the deal, under
which creditors holding Energy Future Intermediate Holding Co.
LLC's 10 percent notes will receive a lower recovery in exchange
for waiving potential make-whole claims for the early redemption
of their debt compared to those holding $500 million in lower-
interest first-lien notes.

                       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.


EXIDE TECHNOLOGIES: Creditors Win Right to Propose Plan
-------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge Kevin Carey in Wilmington, Del., approved a
revised bankruptcy financing package for Exide Technologies Inc.,
but said he would allow junior creditors to float their own
bankruptcy emergence plan.

According to the DBR report, Judge Carey's ruling opens up the
contentious Chapter 11 case of the distressed battery maker as it
gets extended bankruptcy financing from a syndicate led by J.P.
Morgan Chase & Co., but creditors can compete with the company
over how to get Exide out of Chapter 11.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Official Committee of Unsecured Creditors
appointed in Exide's case opposed an extension of maturity of the
bankruptcy financing because the modified loan would give
ownership to secured noteholders with a "ridiculously quick credit
bid."

According to the Bloomberg report, in return for extending the
maturity of the existing loan to March 31, the bankruptcy lenders,
including holders of pre-bankruptcy secured notes, will require
either an agreement on a Chapter 11 plan or the start of a sale
process by Nov. 17.  The committee complained that there has been
no marketing, so competitors won?t have enough time to participate
effectively in the sale process, the Bloomberg report said.

As previously reported by The Troubled Company Reporter, citing
Daily Bankruptcy Review, the Creditors' Committee said they have
lost confidence in the company's management to guide the battery
maker safely through bankruptcy and has asked Judge Carey to help
them get information about plans to sell the company.

                    About Exide Technologies

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

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

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

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

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

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

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


GLOBAL OUTREACH: Counsel Pins Dentons in Lender's Malpractice Suit
------------------------------------------------------------------
Charles Toutant at New Jersey Law Journal reports that Paul Rowe,
Esq., at Greenbaum, Rowe, Smith & Davis, has filed on behalf of
Mandelbaum Salsburg Lazris & Discenza a third-party complaint
against Dentons and three of its attorneys -- John Cleary II,
James Jasaitis and David Papier -- in a legal malpractice suit
brought by the lender, hedge fund YA Global Investments, over a
$41 million construction loan to Global Outreach, S.A., in 2007
that went into default.

Law Journal relates that in 2011, YA Global sued Mandelbaum
Salsburg and its attorneys, Barry Mandelbaum, Esq., and Michael
Saffer, Esq. -- along with Carmine Campanile, Esq., at Commisa &
Campanile; and accounting firms Wiss & Co., Casey, Townsend &
Killian of Iselin, and Ceretta Keenan & Co., and their several
individual accountants -- in the state court in New Jersey,
claiming that in their representation of the Debtor, they helped
the Debtor hide its financial problems.  The report states that
the case was later moved to federal court in Newark.  Mandelbaum
Salsburg, according to the report, claimed that the loan went bad
because YA Global took the position that it was not obligated to
perform due diligence.

Law Journal states that Mandelbaum Salsburg brought claims for
indemnification and contribution against Dentons, whose
predecessor firm, Sonnenschein, Nath & Rosenthal, represented YA
Global at the closing of the $41 million loan.  Mandelbaum
Salsburg said in the court filing that it incorporated the factual
basis of the claims in YA Global's own suit against Dentons which
was dismissed in Sept. 19, 2014.

YA Global, Law Journal reports, filed a legal malpractice lawsuit
against Dentons and attorneys Cleary, Jasaitis and Papier in April
2014, claiming that the Dentons attorneys negligently structured
the loan in a manner that resulted in it being determined
violative of New Jersey's criminal usury statute.  According to
Law Journal, YA Global also claimed that the lawyers failed (i) to
advise it about the Debtor's possible bankruptcy, and (ii) to plan
for that risk.

Mandelbaum Salsburg said in its court filing that Dentons' conduct
with respect to the loan renders it a joint tortfeasor under the
New Jersey Joint Tortfeasors Contribution Law and the New Jersey
Comparitive Negligence Act.  According to the court filing,
Mandelbaum Salsburg wants to seek a pro rata share against
Dentons.

Law Journal relates that if Mandelbaum Salsburg is found liable,
its liability is secondary, vicarious and imputed to the
negligence of Dentons.

Mr. Rowe can be reached at:

         GREENBAUM, ROWE, SMITH & DAVIS LLP
         Metro Corporate Campus One
         P.O. Box 5600
         Woodbridge, New Jersey 07095-0988
         Tel: (732) 549-5600
         Fax: (732) 476-2411
         E-mail: prowe@greenbaumlaw.com

YA Global is represented by:

         Allen L. Harris, Esq.
         Peter J. Frazza, Esq.
         BUDD LARNER, P.C.
         150 John F. Kennedy Parkway
         Short Hills, NJ 07078-2703
         Tel: (973) 379-4800
         Fax: (973) 379-7734
         E-mail: aharris@buddlarner.com
                 pfrazza@buddlarner.com

Headquartered in Morristown, New Jersey, Global Outreach, S.A. --
dba Global Outreach, Sociedad Anonima -- filed for Chapter 11
protection (Bankr. D.N.J. Case No. 09-15985) on March 12, 2009.
Kasen & Kasen represents the Debtor in its restructuring effort.
The Debtor estimated assets of $100 million to $500 million and
debts of $50 million to $100 million.  The U.S. Trustee for Region
3 appointed six creditors to serve on an official committee of
unsecured creditors.


GREAT WOLF: S&P Affirms 'B+' CCR & Revises Outlook to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Madison, Wis.-based Great Wolf Resorts
Holdings Inc. and revised its rating outlook to negative from
stable.

At the same time, S&P affirmed its 'BB-' issue-level rating and
'2' recovery rating on the company's first-lien senior secured
debt, inclusive of the proposed $150 million add-on.  The '2'
recovery rating indicates S&P's expectation of substantial (70% to
90%) recovery in the event of payment default.

Additionally, S&P assigned the company's proposed $120 million
second-lien senior secured debt due 2021 its 'B-' issue-level
rating and '6' recovery rating.  The '6' recovery rating indicates
S&P's expectation of negligible (0% to 10%) recovery in the event
of payment default.

The company will use proceeds from the proposed debt issuance to
refinance about $60 million of mortgage debt and pay an
approximate $200 million dividend to funds managed by an affiliate
of its owners, private equity sponsor Apollo Global Management
LLC.

"The negative outlook revision reflects the expected increase in
leverage in 2014 and 2015 as a result of the debt-financed
dividend to Apollo," said Standard & Poor's credit analyst Carissa
Schreck.

Under S&P's current base-case forecast, it expects leverage to
increase to the low-7x area at year-end 2014, from about the high-
5x area at June 30, 2014, and remaining above 6x through 2015.
These leverage measures compare unfavorably to other 'B+' rated
peers and S&P's current 6x leverage threshold for the current
rating.  Nonetheless, these levels are still in line with S&P's
current "highly leveraged" financial risk assessment.  The rating
affirmation reflects S&P's belief that Great Wolf is likely to
improve leverage below 6x in 2016 but is contingent upon a
successful ramp up of its newly opened Great Wolf Lodge New
England property (opened June 2014) and an increase in management
fee revenue once the Great Wolf Lodge Garden Grove California
property is developed and opened (expected late 2015).  Good
coverage of interest expense, which S&P believes will be in the
mid-2x area through 2015 (inclusive of the proposed transaction),
partly mitigates the higher leverage.  S&P also continues to
expect that Great Wolf will maintain its strong liquidity profile
and that any cash outlay for maintenance capital or development
activities will not meaningfully impair its expected liquidity
position.  Downside rating pressure is likely if Great Wolf's ramp
up of its New England property takes longer than anticipated or is
unsuccessful, or if the company funds an additional dividend to
Apollo, resulting in leverage sustained above 6x over the next few
years.

"The rating also reflects our assessment of Great Wolf's "fair"
business risk profile, incorporating its limited asset diversity,
a reliance on consumer discretionary spending, and a high level of
competition with other leisure activities for consumer
discretionary income.  In addition, the company's operations are
in markets where land is more readily available for new
construction with less onerous zoning restrictions compared with
lodging peers in city center locations.  Barriers to entry are
also lower for potential water park competitors compared with
Great Wolf's larger theme park peers.  Its less-volatile operating
performance during the recent downturn, compared with many of its
lodging and theme-park peers, and the company's good brand
recognitions as a value vacation, somewhat offset these negative
rating factors," S&P noted.

The negative rating outlook reflects S&P's expectation for credit
measures to be weak in 2014 and 2015, with leverage expected over
6x, resulting from the proposed transaction.

S&P could lower the rating if the company maintains leverage above
6x or if EBITDA coverage of interest expense deteriorates to below
2x.  This could result from a slower than anticipated ramp up of
the Great Wolf Lodge New England property, weaker than expected
operating performance across its other properties, or an
additional funded dividend to its owners.

A revision of the outlook to stable would result from an
improvement in leverage to below 6x and maintaining interest
coverage above 2.5x.  Additional consideration for higher ratings
is unlikely given S&P's forecast for Great Wolf to remain highly
leveraged over the next few years.  Also, before a potential
upgrade, S&P would need to be confident that the financial policy
of Apollo for Great Wolf is aligned with maintaining leverage
below 4.5x.


HALTON BUSINESS: Creditors Meeting Slated for November 14
---------------------------------------------------------
The first meeting of creditors for Halton Business Institute Inc.
will be held on Nov. 14, 2014, at 11:00 a.m., at Ernst & Young
Tower, 222 Bay Street, 31st Floor in Toronto, Ontario.

Ernst & Young can be reached at:

   Ernst & Young Tower
   c/o Franca Mazzulla
   222 Bay Street, 31st Floor
   Toronto, Ontario M5K 1J7
   Tel: 416 943 2327
   Fax: 416 943 3300

The Company filed for bankruptcy in Canada on Oct. 29, 2014.


HARRIS LAND: Has Until Today to Oppose Why Case Dismissal Option
----------------------------------------------------------------
The Bankruptcy Court directed Harris Land Development LLC to show
cause, in writing, by Nov. 4, 2014, why its case must not be
dismissed.

According to the Court, the Debtor has not filed a plan by the
extended deadline of Oct. 10.

Harris Land Development LLC is a limited liability company
organized to engage in the business of owning and managing
numerous property in and around the St. Roberts, Missouri.

Harris Land Development sought Chapter 11 protection (Bankr. W.D.
Mo. Case No. 14-60554) in Springfield, Missouri, on April 28,
2014.  The Debtor disclosed $16,534,000 in assets and $11,107,302
in liabilities as of the Chapter 11 filing.  This is Harris Land's
second trip to bankruptcy.  The first bankruptcy was in September
2010 in In Re Harris Land Development, LLC, Case No. 10-62322
(Bankr. W.D. Mo.)

The debtor continues to manage and operate its business as a
debtor-in-possession.


HARRISONBURG REDEVELOPMENT: Moody's Puts B2 Bond Rating on Review
-----------------------------------------------------------------
Moody's Investors Service has placed the B2 rating of Harrisonburg
Redevelopment & Housing Authority's Taxable Multi-Family Housing
Revenue Bonds (Huntington Village Apts), Series 2001B under review
for downgrade. $1,295,000 of outstanding debt affected.

Summary Rating Rationale

Continued low-interest rate environment has furthered the
deterioration in the bond program's financial position and cash
flow insufficiency is projected as early as 8/1/2019. The review
will include expected recovery in the event of default.

Strengths

* Mortgage is enhanced by a Fannie Mae Credit Enhancement
   Instrument which is backed by the full faith and credit of the
   US (Aaa stable)

Challenges

* Revenues cease on 5/1/2019 when mortgage matures but final
   bond maturity occurs 15 months later on 8/1/2020.

* Relatively short time to bond maturity does not allow for
   rising interest rates to improve performance in a material
   way.

What Could Change the Rating UP

-- An infusion of assets that increases asset-to-debt ratio to
    above 100% and eliminates an projected revenue insufficiency.

What Could Change the Rating DOWN

-- Expected recovery that is below that indicated by current
    rating.

Methodology

The principal methodology used in this rating was US Stand-Alone
Housing Bond Programs Secured by Credit Enhanced Mortgages
published in December 2012.


HORTON & BARBER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Horton & Barber Construction Services, LLC
        9602 Traverse Way
        Fort Washington, MD 20744

Case No.: 14-26864

Nature of Business: Construction Services

Chapter 11 Petition Date: October 31, 2014

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

Judge: Hon. Wendelin I. Lipp

Debtor's Counsel: Morgan William Fisher, Esq.
                  LAW OFFICES OF MORGAN FISCHER LLC
                  172 West St.
                  Annapolis, MD 21401
                  Tel: 410-626-6111
                  Fax: 410-267-8072
                  Email: bk@morganfisherlaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul Horton, member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mdb14-26864.pdf


HOUSTON REGIONAL: Judge Approves Restructuring Plan
---------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge Marvin Isgur in Houston has approved the
restructuring plan that will hand control of Comcast SportsNet
Houston, a regional sports network, to DirecTV and AT&T Inc.
According to the report, the plan, which Judge Isgur approved over
the objections of Comcast Corp., will shut down the network and
then relaunch it under the name Root Sports Houston.

As previously reported by The Troubled Company Reporter, citing
Chron.com, attorneys for the Debtor asked the bankruptcy court for
more time to submit final modifications to the Chapter 11 plan as
parties negotiate on the terms of the transfer of furniture,
fixtures and equipment -- valued at $7.5 million and part of the
collateral securing a $100 million loan extended by Comcast -- to
the new network.

              About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.

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

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

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


HOVNANIAN ENTERPRISES: Fitch Assigns CCC Rating on $200MM Notes
---------------------------------------------------------------
Fitch Ratings has assigned a 'CCC/RR6' rating to Hovnanian
Enterprises, Inc.'s (NYSE: HOV) proposed offering of $200 million
principal amount of senior unsecured notes due 2019.  The notes
issue will be ranked on a pari passu basis with the company's
existing senior unsecured notes.  Net proceeds from the offering
will be used for general corporate purposes, including land
acquisition and land development.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  Risk factors include the cyclical nature
of the homebuilding industry, the company's high debt load and
high leverage.

The Stable Outlook reflects HOV's operating performance, adequate
liquidity position, and moderately better prospects for the
housing sector in 2014 and 2015.

THE INDUSTRY

Housing metrics all showed improvement in 2013.  However, what
began as an untypically moderate housing recovery has decelerated
further since late 2013.  For the first nine months of 2014,
existing home sales fell 4.9%, while new home sales grew 1.7%.
Single-family housing starts increased 3.8% during the Jan.-Sept.
year-to-date (YTD) period.

To reflect the subpar spring selling season, as well as the more
guarded expectation for the next few months, Fitch tapered its
2014 macro housing forecast.  Single-family starts are projected
to improve 3% to 636,000 and multifamily volume should grow about
17.5% to 361,000.  Total 2014 starts should approximate 1 million.
New home sales are forecast to advance about 1.5% to 436,000,
while existing home sales volume is expected to decline 6% to
4.785 million, largely due to fewer distressed homes for sale.

Housing activity is likely to ratchet up more sharply in 2015 with
the support of a steadily growing economy throughout the year.
The unemployment rate should continue to move lower (averaging
5.8% in 2015).  Credit standards should steadily, moderately ease
throughout next year.  Demographics should be more of a positive
catalyst.  More of those younger adults who have been living at
home should find jobs and these 25- to 35- year olds should
provide some incremental elevation to the rental and starter home
markets.  Total housing starts are projected to expand 14% to 1.14
million as single-family starts advance 18% and multifamily
volumes gain 7%.  New home sales should grow 18%, while existing
home sales rise 5%.

CREDIT METRICS

Debt to EBITDA for the latest 12 months (LTM) ending July 31, 2014
was 10.3x compared with 10.1x at the end of fiscal 2013 and 16.5x
at the end of fiscal 2012.  EBITDA to interest coverage was 1.3x
for the July 31, 2014 LTM period compared with 1.2x for fiscal
2013 and 0.7x in fiscal 2012.  Fitch expects HOV's leverage will
increase slightly as a result of the proposed offering.  HOV's
leverage is projected to be between 10.5x and 11.0x while interest
coverage is expected to settle at around 1.25x - 1.50x at the end
of fiscal 2014.

HOV's HOMEBUILDING OPERATIONS

HOV reported improved revenues so far this year.  Homebuilding
revenues increased 9.2% for the first nine months of fiscal 2014
as home deliveries grew 2.1% and the average sales price advanced
8.1% compared with the same period last year.  The homebuilding
gross margin (including interest and excluding impairment charges)
also improved during the 2014 YTD period, growing 150 basis points
(bps) to 17.5% compared with 16% during the first nine months of
2013.

On the other hand, new home orders have been weak so far this
year.  New home orders fell 1.8% for the first nine months of the
year, and orders for the third quarter of 2014 were 6.3% lower
year-over-year (YOY).  HOV ended the third quarter with 2,569
homes in backlog (up 4.7% YOY) with a value of $1.026 billion (up
14.3% YOY).

LIQUIDITY

As of July 31, 2014, HOV had $176.6 million of unrestricted cash
and $49.5 million of availability under its $75 million unsecured
revolving credit facility maturing in 2018.  Total liquidity at
the end of the quarter was $226.1 million, which is close to the
upper-end of HOV's liquidity target of $170 million - $245 million
(cash plus revolver availability).

The proposed $200 million debt offering will further enhance the
company's liquidity position.  The company's debt maturities are
well-laddered, with about $61 million maturing in 2015 and $259
million coming due in 2016.

LAND STRATEGY

At July 31, 2014, the company controlled 37,999 lots (including
unconsolidated joint ventures), of which 47% were owned and the
remaining lots controlled through options and joint venture
partnerships.  Based on total LTM closings (including
unconsolidated JVs), HOV controlled 6.5 years of land.  The
company owned roughly 3.1 years of land based on consolidated LTM
closings.

As is the case with other public homebuilders, the company is
rebuilding its land position and trying to opportunistically
acquire land at attractive prices.  Total lots controlled
increased 15.9% YOY.  HOV spent roughly $424.5 million on land
purchases and development activities for the first nine months of
fiscal 2014.  This compares to $502 million spent on land and
development activities during fiscal 2013 and $364 million
expended during fiscal 2012.

For the LTM period ending July 31, 2014, HOV reported cash flow
from operations of negative $203 million.  During fiscal 2013, HOV
reported cash flow from operations of $9.3 million.  Fitch expects
HOV's fiscal 2014 cash flow from operations will approximate the
negative cash flow reported for the LTM period.  Nevertheless,
Fitch expects the company will have liquidity that is above its
stated target range, particularly if the company completes the
proposed notes offering.

RATING SENSITIVITIES

Future ratings and Outlooks will be influenced by broad housing-
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.

HOV's ratings are constrained in the intermediate term because of
relatively high leverage metrics.  However, positive rating
actions may be considered if the recovery in housing is maintained
and is meaningfully better than Fitch's current outlook, HOV shows
continuous improvement in credit metrics (particularly debt-to-
EBITDA consistently below 8x and interest coverage above 2x), and
preserves a healthy liquidity position.

A negative rating action could be triggered if the industry
recovery dissipates; HOV's 2015 revenues drop high-teens while the
pretax loss approaches 2012 levels; and HOV's liquidity position
falls sharply, perhaps below $125 million.

Fitch currently rates HOV as follows with a Stable Outlook:

   -- Long-term Issuer Default Rating (IDR) 'B-';
   -- Senior secured first lien notes due 2020 'B+/RR2';
   -- Senior secured notes due 2021 'CCC+/RR5';
   -- Senior secured second lien notes due 2020 'CCC/RR6';
   -- Senior unsecured notes 'CCC/RR6';
   -- Exchangeable note units due 2017 'CCC/RR6';
   -- Series A perpetual preferred stock 'CCC-/RR6'.

Fitch's Recovery Rating (RR) of 'RR2' on HOV's senior secured
first-lien notes indicates good recovery prospects for holders of
these debt issues.  The 'RR5' on the senior secured notes due 2021
indicates below-average recovery prospects in a default scenario.
The 'RR6' on HOV's senior secured second-lien notes, senior
unsecured notes, senior subordinated notes and preferred stock
indicates poor recovery prospects in a default scenario.  HOV's
exposure to claims made pursuant to performance bonds and the
possibility that part of these contingent liabilities would have a
claim against the company's assets were considered in determining
the recovery for the unsecured debtholders.  Fitch applied a going
concern valuation analysis for these RRs.


HOVNANIAN ENTERPRISES: Moody's Rates $200MM Unsecured Notes Caa1
----------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
Hovnanian Enterprises, Inc. at B3 and Probability of Default
rating at B3-PD. Concurrently, Moody's assigned a Caa1 rating to
the company's proposed $200 million unsecured notes and affirmed
the company's first lien notes at Ba3, second lien notes at B3,
unsecured notes Caa1, and preferred stock at Caa2. Moody's also
affirmed Hovnanian's Speculative-Grade Liquidity (SGL) assessment
at SGL-3. The ratings outlook is stable.

The proceeds from the proposed up to $200 million senior unsecured
notes are expected to be used for general corporate purposes,
including land acquisition and land development.

The following rating actions were taken for Hovnanian Enterprises,
Inc. and K. Hovnanian Enterprises, Inc.:

$200 million proposed senior unsecured notes due 2019, assigned
Caa1 (LGD5);

Corporate Family Rating, affirmed at B3;

Probability of Default Rating, affirmed at B3-PD;

First lien senior secured notes, affirmed at Ba3 (LGD2);

Second lien senior secured notes, affirmed at B3 (LGD3);

Senior unsecured notes, affirmed at Caa1 (LGD5);

Preferred stock, affirmed at Caa2 (LGD6);

Senior unsecured shelf, affirmed at (P)Caa1;

Speculative grade liquidity assessment affirmed at SGL-3.

All of K. Hovnanian Enterprises' debt is guaranteed by its parent
company, Hovnanian Enterprises, Inc. and its restricted operating
subsidiaries.

Ratings Rationale

The B3 Corporate Family Rating reflects Hovnanian's elevated debt
levels, with pro forma adjusted homebuilding debt/capitalization
at 129% as of July 31, 2013 and negative cash flow generation as
the company continues to buy land. By the end of fiscal 2014,
Hovnanian's adjusted homebuilding debt/capitalization is expected
to benefit from the reversal of deferred tax asset (DTA)
valuation. Moody's projects the adjusted homebuilding
debt/capitalization to be slightly below 80% by the end of 2015
after taking into consideration the DTA valuation allowance
reversal.

At the same time, the rating is supported by the impressive
strength being shown by the homebuilding industry; the improvement
in Hovnanian's operating performance, including growing revenues
and improving gross margins; and Hovnanian's return to
profitability on a net income basis. Moody's anticipates the
company's credit metrics and profitability to continue to improve
in fiscal 2015.

The company's SGL-3 speculative grade liquidity assessment
reflects the company's adequate liquidity profile, supported by
the absence of significant debt maturities until 2016.

The stable ratings outlook reflects expected improvement in
Hovnanian's operating performance, including growing revenues,
increasing gross margins, and the growing profitability.

The ratings could be lowered if the company were to materially
deplete its liquidity either through operating losses or through a
substantial investment or other transaction.

The ratings could be upgraded if the company's adjusted debt to
capitalization remains comfortably below 60% and the company were
to generate sizable amounts of operating cash flow, maintain
profitability on a net income basis, or receive a significant
infusion of equity capital.

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

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.


HOVNANIAN ENTERPRISES: S&P Assigns 'CCC' Rating on $200MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating and
'6' recovery rating to U.S. homebuilder Hovnanian Enterprises
Inc.'s (HOV) proposed $200 million senior notes due 2019.  S&P's
'6' recovery rating indicates our expectation for a negligible (0%
to 10%) recovery in the event of default.

The notes will be issued by wholly owned K. Hovnanian Enterprises
Inc.and guaranteed by HOV and existing and future restricted
subsidiaries.  The company intends to use the net proceeds for
general corporate purposes, with proceeds to initially bolster
cash holdings and ultimately fund land investments to drive new
community openings.  As a result of this debt increase, leverage
will remain very high, in excess of 10x in 2014 and could remain
elevated near 9x to 10x in 2015.  The debt issue would provide HOV
with additional liquidity to perhaps fund a greater proportion of
investments in land and community development directly versus
through more costly land banking arrangements and enhance
profitability over the next few years, as well as fund its next
debt maturity in Oct. 2015 when $60 million of 11.875% senior
notes mature.

S&P's 'B-' ratings on HOV are unchanged and continue to reflect
the company's "highly leveraged" financial risk profile because of
a heavy debt load and weak credit measures.  S&P do acknowledges
that HOV has been successful in extending its debt maturities and
maintaining adequate liquidity (including cash remaining above its
minimum target of $170 million).  S&P views the company's business
risk profile as "weak" owing to the cyclical nature of the
homebuilding industry, as well as HOV's slower recovery relative
to peers and weaker financial flexibility requiring the company to
carefully manage its liquidity as it competes for land to grow the
platform and improve profitability.  HOV returned to profitability
in 2013 and S&P expects flat to modest improvement in 2014.
Although HOV's gross margins have improved, its scale continues to
weigh on overhead, which has increased due to an increase in
headcount.  As HOV grows community count and housing continues to
recover, S&P expects volume will grow and provide operating
leverage that will strengthen EBITDA margins.

The stable outlook reflects S&P's expectation that housing will
continue to recover and its view that HOV will be able to increase
volume and slowly enhance profitability and EBITDA over the next
one to two years, although the balance sheet will remain highly
leveraged.  S&P expects HOV to manage its land expenditures and
maintain adequate liquidity.  While unlikely in the near term and
based on S&P's current expectations, it would consider lowering
its rating on HOV if deteriorating housing conditions and
increasing land expenditures eroded cash well below the low end of
its $170 million target and if market conditions to refinance its
2015/2016 maturities appear tenuous.  While unlikely over the next
12 to 18 months, S&P could raise its rating on HOV if
profitability strengthens faster than expected and is sustained,
while debt leverage approaches the low end of "highly leveraged"
(debt to EBITDA closer to 5x to 6x and debt to capital near 60%)
and interest coverage approaches 2x.  Moreover, S&P would like to
see the company balance its growth initiatives and land
acquisitions, while maintaining good liquidity.

RATINGS LIST

Hovnanian Enterprises Inc.
Corporate Credit Rating            B-/Stable/--

New Rating
K. Hovnanian Enterprises Inc.
$200 mil. senior notes due 2019*   CCC
   Recovery Rating                  6

*Guaranteed by Hovnanian Enterprises Inc.


IBCS MINING: Asks Court to Approve Bidding Procedures
-----------------------------------------------------
IBCS Mining Inc., Kentucky Division, is asking the U.S. Bankruptcy
Court for the Western District of Virginia to approve bidding
procedures for the sale of most of its assets.

The company plans to sell most of its assets through an auction,
with Southern Coal Corp.'s offer serving as the "stalking horse"
bid or the lead bid.

Southern Coal offered to purchase the assets for $1.5 million,
which will be paid in cash at the closing of the sale.  The
company will receive a 5% breakup fee if another bidder wins the
auction for the assets, which include all fee property owned by
IBCS.

The terms of Southern Coal's offer are detailed in a court filing,
which can be accessed for free at http://is.gd/IW91JN

Southern Coal previously made a $2.5 million offer for the assets.
The company revised the terms of its offer after the original bid
drew flak from secured creditor Branch Banking and Trust Co. and
Wells Fargo Bank Northwest, N.A.

The banks argued that the original offer did not reflect "fair
value" for the assets and that the 5% breakup fee is excessive,
according to court filings.

IBCS will hold an auction on Nov. 20 if it receives offers from
other interested buyers who are required to submit their bids on
or before Nov. 18.  The company expects the sale of its assets to
close in December.

The bankruptcy court will hold a hearing on Nov. 3, at 10:00 a.m.
to consider approval of the bidding procedures, and another
hearing on Nov. 21 to consider the sale of the assets to the
winning bidder.

                        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.


KENNETH HARDIGAN: Order Denying Chapter 11 Conversion Upheld
------------------------------------------------------------
District Judge J. Randal Hall in Savannah, Georgia, affirmed the
Bankruptcy Court's March 29, 2013 Order denying Suntrust Bank's
and the United States Trustee's motions to convert Kenneth R.
Hardigan's Chapter 7 filing to a Chapter 11 or, in the
alternative, to dismiss.  Because the Bankruptcy Court did not err
in refusing to convert the Chapter 7 case to one under Chapter 11
and did not err in applying the totality of the circumstances test
when assessing abuse, the Court upholds the Bankruptcy Court's
Order.

Mr. Hardigan is a cardiologist residing in Savannah, Georgia.  He
filed his Chapter 7 petition for bankruptcy (Bankr. S.D. Ga. Case
No. 12-40484) on March 7, 2012. His debts are primarily consumer
in nature.

A copy of the Court's Oct. 29, 2014 Order is available at
http://bit.ly/1o7GBw5from Leagle.com.


KENNY G: Appeals Court Modifies Opinion in "Emein" Case
-------------------------------------------------------
The Court of Appeals of California, Second District, Division
Five, issued an order modifying its earlier opinion in the case,
SHADI EMEIN et al., Plaintiffs and Respondents, v. KENNETH GHARIB,
Defendant and Appellant, No. B248352 (Cal. App.).

The Oct. 20 opinion is modified by changing footnote 8 on page 10
to read as follows: "Gharib also argues that if the trial court
properly accelerated the installment payments, it nevertheless
erred in failing to award those payments at their net present
value rather than at their full stated value. Because we hold that
the trial court erred in accelerating the payment of future
installment payments, we need not reach this issue."

There is no change in judgment.

As reported by the Troubled Company Reporter on Oct. 23, Shadi
Emein, individually and in her capacity as trustee of the EM
Trust, and her husband Kami Emein obtained in a court trial a
judgment of $1,796,625.50 against Kenneth Gharib for breach of a
settlement agreement and mutual release arising from prior
litigation between the Emeins and Gharib and a corporation Gharib
controlled, Kenny G. Enterprises, LLC.  The settlement agreement
called for installment and other payments to the Emeins totaling
$1.5 million.

At trial, the parties introduced different documents that they
purported to be the settlement agreement. Under the document the
Emeins introduced, both Gharib and KGE were liable for the $1.5
million.  The Emeins' document bore the parties' original
signatures.  Under the document Gharib introduced, only KGE, and
not Gharib, was liable for the $1.5 million.  Gharib's document
bore copied signatures.

The trial court found that Exhibit 1 was the operative settlement
agreement. After the trial court rendered its verdict but before
it entered judgment, Gharib moved to reopen his case-in-chief,
claiming that he had found his signed original copy of the
settlement agreement under which only KGE, and not Gharib, was
liable.  The trial court denied the motion.

On appeal, Gharib contends that the trial court abused its
discretion in denying his motion to reopen his case-in-chief.
Alternatively, he contends that the trial court erred in
accelerating the payments due under the settlement agreement.

In the Oct 20 decision available at http://is.gd/zMp9uhfrom
Leagle.com, the Appeals Court affirmed the trial court's denial of
Gharib's motion to reopen his case-in-chief, reversed the trial
court's damages award, and remanded the matter to the trial court
for a recalculation of damages, including interest.

Kenny G Enterprises, LLC, based in Irvine, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 11-24750) in
Santa Ana on Oct. 24, 2011.  Perry Roshan-Zamir, Esq., at the Law
Offices Of Perry Roshan-Zamir, served as counsel.  In its
petition, the Debtor did not declare estimated assets but said
debts are between $1 million to $10 million.  The petition was
signed by Kenneth Gharib, managing member.

At that time of the bankruptcy filing, the bankruptcy estate's
property included the residence located at 10 Horseshoe Court,
Hillsborough, California.

On Nov. 14, 2012, the Debtor filed a reorganization plan. The
Bankruptcy Court confirmed the plan on Jan. 3, 2013.  Paragraph
VII(a) of the plan, consistent with bankruptcy law, revested the
Hillsborough property in the Debtor.


LAND RESOURCE: National Union Defeats Suit Over Real Estate Deal
----------------------------------------------------------------
Law360 reported that U.S. District Judge Roy B. Dalton in Florida
granted National Union Fire Insurance Co. of Pittsburgh, Pa.'s
motion for summary judgment in a lawsuit suit filed by two
insurers seeking coverage for a $40 million settlement in an
underlying real estate dispute involving Land Resource LLC.

According to the report, Judge Dalton ruled that a directors and
officers liability policy National Union extended to Land Resource
excludes negligence claims against its chief executive officer,
James Robert Ward.  The plaintiffs, Bond Safeguard Insurance Co.
and Lexon Insurance Co., had alleged that National Union failed to
indemnify Ward and improperly denied coverage to his bankrupt real
estate company, the report related.

The case is Bond Safeguard Insurance Co. et al. v. National Union
Fire Insurance Co. of Pittsburgh, Pa., case number 6:13-cv-00561,
in the U.S. District Court for the Middle District of Florida.

                      About Land Resource

Headquartered in Orlando, Florida, Land Resource LLC --
http://www.landresource.com-- developed residential communities,
including coastal, lakefront and mountain locations in Georgia,
North Carolina, West Virginia, Tennessee and Florida.

The Company and its affiliates filed for Chapter 11 protection on
October 30, 2008 (Bankr. M.D. Fla. Lead Case No. 08-10159).  Jordi
Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, and
Richard D. Sierra, Esq., at Kosto & Rotella PA, in Orlando,
Florida, were counsel to the Debtors.  Jeffrey I. Snyder,
Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami,
Florida, represented the Committee of Creditors Holding Unsecured
Claims as counsel.  The Company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.  Trustee
Services Inc. is the Debtors' notice, claims and balloting agent.


LEA POWER: Fitch Affirms 'BB+' Rating on Sr. Notes; Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Lea Power Partners, LLC's (LPP) $305.4
million senior secured notes due 2033 at 'BB+'.  The Rating
Outlook is Stable.

The affirmation at 'BB+' is due to performance near base case
expectations through the third quarter of 2014 (3Q'14) under the
project's fixed-price tolling style agreement with Southwestern
Public Service (SPS).  The tolling agreement provides revenue
stability for LPP while mitigating supply risk.  Operating costs
have remained relatively stable following an increase from
original expectations.  The project has operated in line with
revised projections, consistent with the 'BB+' rating.

KEY RATING DRIVERS

Stable Revenue Profile -- Revenue Risk: Midrange

The project is supported by a 25-year tolling agreement with SPS
under which SPS purchases capacity, energy and ancillary services
through 2033.  Capacity payments provide roughly 80%-90% of the
total revenues at a fixed price over the power purchase agreement
(PPA) term.  SPS is rated 'BBB' with a Stable Outlook by Fitch.

Mitigated Supply Risk -- Supply Risk: Stronger

The PPA with SPS is structured as a tolling agreement, largely
eliminating price and volume risks associated with natural gas
supply as SPS is responsible for providing the fuel to the project
site.

Stabilized Operating Performance -- Operating Risk: Midrange

The project has maintained high availability, strengthening
already contracted revenues through the generation of dispatch
availability revenues.  Despite historic variability during major
overhaul years, the Long Term Service Agreement (LTSA) with
Mitsubishi helps to smooth operating costs over the contract term,
set to expire in 2022.

Typical Debt Structure -- Debt Structure: Midrange

Debt structure features include a six-month debt service reserve,
working capital reserve and a major maintenance reserve based on
100% of the current year overhaul expenses and 50% of the
following year's expenses which Fitch views as typical for a
thermal power project.

Adequate Debt Service Coverage

Despite early operational challenges that pushed debt service
coverage ratios (DSCR) to near breakeven, historical DSCRs have
averaged 1.25x since 2008 with budgeted 2014 DSCR of 1.39x.  Under
rating case conditions, which incorporate a 10% increase to
operations and maintenance expenses as well as increased outages
with 95.1% availability, DSCRs are projected to average 1.37x with
a minimum of 1.20x through debt maturity.

Comparable to Peers

Lea Power's DSCR profile is in line with publicly rated Fitch
peers, Juniper Generation, LLC and CE Generation, LLC.  Juniper
Generation (rated 'BB+' with a Stable Outlook) has faced cost
challenges, similar to Lea Power with a DSCR profile that averages
1.25x under rating case conditions.  CE Generation (rated 'BB-'
with a Negative Outlook) is exposed to market based pricing and
faces structural subordination, resulting in a lower DSCR profile
and debt rating.

RATING SENSITIVITIES

   -- Operating Performance Shortfall: A significant and sustained
      change to the operating performance and availability of the
      project reducing financial cushion below 1.30x could result
      in a downgrade.

   -- Cost Profile Changes: Persistent operating costs above 10%
      could negatively affect the rating, while sustained long
      term cost reductions could result in improved project cash
      flow consistent with a higher rating level.

PROJECT UPDATE

Project performance has remained in line with base case
expectations with DSCRs of 1.41x for full year 2013 and 1.39x for
budgeted 2014.  Fitch notes that the roughly $2.5 million
increases in O&M expenses during 2013 and 2014 compared to 2012 is
due to the revised funding mechanism for the major maintenance
reserve account, and are offset by a reduced funding requirement
for the corresponding years.  Also of note, the reduced property
tax expense during 2014 is a result of a statutory allowance for
semi-annual property tax payments.  The remaining 50% of the cost
will be paid during 2015.

Revenues, output and cash flow have remained relatively stable
through 3Q'14 with a slight reduction to the expected annual 2014
capacity factor (61% compared to 63% during 2013) due to the major
overhaul that is set to take place during 4Q'14.  The project
derives the majority of revenues from capacity payments, lowering
the risk of default due to reduced output.

The project will be undergoing major maintenance for an estimated
30-day period beginning in late Oct.  The outage will include all
major inspections with upgrades on the two combustion turbines.
As a result of these major overhauls, the project is expected to
increase output from improved turbine operations.  The overhaul is
mainly funded by the long term service agreement with Mitsubishi
as well as the major maintenance reserve fund.  Incremental costs,
including cranes, overtime labor and special tools are born by the
project but are expected to be recouped by increased capacity
revenues following the overhaul.

The project consists of a 604 megawatt natural gas fired,
combined-cycle electric generating facility selling energy and
capacity under a 25-year PPA with SPS.  SPS purchases capacity at
a fixed price and obtains full dispatch rights over the facility.
LPP is reimbursed for nonfuel variable operating costs through a
separate fixed-price energy payment.  The PPA is structured as a
tolling agreement, and SPS is responsible for providing natural
gas fuel.  SPS is a fully integrated, investor-owned electric
utility serving New Mexico and parts of Texas.  The project
entered into an LTSA with Mitsubishi Power Systems Americas, Inc.
in 2011 which is set to expire in 2022 based on projected run
hours.  FREIF North American Power I, LLC owns a 100% indirect
equity interest in LPP and provides the $13 million liquidity
reserve letter of credit.


M/I HOMES: Fitch Withdraws B+ Rating on $350MM Sr. Unsec. Notes
---------------------------------------------------------------
Fitch Ratings has withdrawn its 'B+/RR3' rating on M/I Homes
Inc.'s (NYSE: MHO) proposed offering of $350 million aggregate
amount of senior unsecured notes in two series.

On Oct. 27, 2014, MHO announced that it has withdrawn its
previously announced offering of $350 million aggregate principal
amount of senior notes in response to market conditions and also
terminated its previously announced cash tender offer to purchase
any and all of its outstanding 8.625% senior notes due 2018.


MACKEYSER HOLDINGS: Has Until Jan. 16 to File Plan
--------------------------------------------------
Judge Christopher Sontchi of the U.S. Bankruptcy Court for the
District of Delaware extended until Jan. 16, 2015, the period by
which Mackeyser Holdings, LLC, et al., have exclusive right to
file a plan and until March 17, 2015, the period by which they
have exclusive right to solicit acceptances of that plan.

The Debtors' current exclusive plan filing period expired on
Oct. 18.  The Debtors said in court papers that they need more
time to allow them to file a plan as they already entered into a
global settlement with the Official Committee of Unsecured
Creditors and their DIP Lenders, which settlement provides that a
Chapter 11 liquidating plan will be filed and be effective on or
before March 31, 2015.

                    About MacKeyser Holdings

MacKeyser Holdings, LLC and its operating affiliates -- American
Optical Services, LLC, and Exela Hearing Services, LLC -- manage
integrated eye care and hearing systems providers with over 80
optical retail, optometry and ophthalmology locations in 14
states.  Within certain of the Company's locations, dedicated
audiology and dispensing staff conduct diagnostics, fitting and
dispensing of hearing systems.

MacKeyser Holdings, LLC, American Optical Services, Inc. and their
affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
Nos. 14-11528 to 14-11550) on June 20, 2014.  David R. Hurst,
Esq., and Marion M. Quirk, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, PA.  The Debtors' financial advisor is GlassRatner
Advisory & Capital Group.  The investment banker is Hammond Hanlon
Camp LLC.  The noticing and claims management agent is American
Legal Claim Services, LLC.

In its petition, MacKeyser Holdings estimated $50 million to $100
million in both assets and liabilities.

The petitions were signed by Thomas J. Allison, authorized
officer.

The U.S. Trustee for Region 3 has appointed three creditors to
serve on the official committee of unsecured creditors.  The
Official Committee of Unsecured Creditors retained Cooley LLP as
lead counsel; Klehr Harrison Harvey Branzburg LLP as co-
counsel; and Giuliano, Miller & Company, LLC as financial advisor.


MARION ENERGY: Files for Chapter 11, Has $4.2MM DIP Loan
--------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that Marion Energy, Inc., the U.S. unit of Australian oil and gas
company Marion Energy Ltd., filed for Chapter 11 bankruptcy
protection on Oct. 31, following refusal by its lender,
Castlelake, to grant further forbearance.  According to the
report, Marion has lined up $4.2 million in bankruptcy financing
from Australia's KM Custodians Pty Ltd.

                       About Marion Energy

Based in Australia, Marion Energy Limited (ASX:MAE) --
http://www.marionenergy.com.au/--is principally engaged in
investment in oil and gas projects and the identification and
assessment of new opportunities in the oil and gas industry in
Texas, Utah and Oklahoma in the United States of America.  The
Clear Creek Unit, which comprises approximately 17,090 acres, is
located in Carbon and Emery counties.  It has produced 137 billion
cubic feet (Bcf) of natural gas from conventional reservoirs. The
Helper Project is located within a gas producing area, with
approximately 55 Bcf of gas being produced as of June 30, 2008.
The Company has an interest in a gross acreage of 33,800 acres in
Jester Bloomington Project and Willows Project.  Some of its
wholly owned subsidiaries include Brisa Pty Limited, Delta
Oilfield Developments Ltd and Marion Energy Inc.  During the
fiscal year ended June 30, 2008, the Company sold all its
ownership interest in the Jefferson-McLeod oil and gas project in
Texas.


MARION ENERGY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Marion Energy Inc
        3580 Orr Road
        Allen, TX 75002

Case No.: 14-31632

Nature of Business: Engaged in exploration and production of
                    natural gas in the State of Utah.

Chapter 11 Petition Date: October 31, 2014

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

Judge: Hon. Joel T. Marker

Debtor's Counsel: J. Thomas Beckett, Esq.
                  PARSONS BEHLE & LATIMER
                  201 South Main Street, Suite 1800
                  P.O. Box 45898
                  Salt Lake City, UT 84145-0898
                  Tel: (801) 532-1234
                  Fax: (801)536-6111
                  Email: tbeckett@parsonsbehle.com

                    - and -

                  Brian M. Rothschild, Esq.
                  PARSONS BEHLE & LATIMER
                  201 S. Main St. Suite 1800
                  Salt Lake City, UT 84111
                  Tel: 801-532-1234
                  Fax: 801-536-6111
                  Email: brothschild@parsonsbehle.com

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $100 million to $500 million


The petition was signed by Karel Louman, chief financial officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
KM Custodians Pty Ltd                  Loan           $2,548,953
Level 24, 333 Collins St
Melbourne, VIC 3000 AUS

Carbon County Treasurer                Tax               $14,194

Greer County Treasurer                 Tax               $10,443

Emery County Treasurer                 Tax                $6,378

Steve Ault                            Trade               $6,000

Beckham County Treasurer               Tax                $2,255

Collin County Tax Assessor             Tax                $1,591

Cordillera Corporation                Trade                 $396

Merrion Oil & Gas Corp                Trade                 $307

EKB California LLC                  Royalties               $180

Joy Susan Bell                      Royalties               $180

RJLN Properties LLC                 Royalties               $180

SITLA                               Royalties               $134

Summit Energy Partners                Trade                  $70

Hal B Koerner, Jr.                    Trade                  $55

Professional Well Svcs                Trade              Unknown

Gollob Morgan Peddy                   Trade              Unknown

Paragon Automation                    Trade              Unknown

Weatherford                           Trade              Unknown

Questar Field Services          Pipeline Contract        Unknown


MERMAID HARRISON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Mermaid Harrison LLC
        350 Third Street
        San Francisco, CA 94116

Case No.: 14-31607

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 2, 2014

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hon. Dennis Montali

Debtor's Counsel: Sarah M. Stuppi, Esq.
                  Craig Stuppi, Esq.
                  LAW OFFICES OF STUPPI & STUPPI
                  1630 North Main St. #332
                  Walnut Creek, CA 94596
                  Tel: (415) 786-4365
                  Email: sarah@stuppilaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Toni L. Sutherland, officer.

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


MILTON HOSPITAL: S&P Revises Outlook to Pos. & Affirms BB+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable and affirmed its 'BB+' rating on Massachusetts
Development Finance Agency's $27.8 million series 2005D bonds
issued for Milton Hospital, now known as Beth Israel Deaconess
Hospital-Milton (Milton).

"The positive outlook reflects our belief that with a longer track
record of improved earnings and cash flow and a stronger balance
sheet, Milton could achieve a higher stand-alone credit profile,"
said Standard & Poor's credit analyst Cynthia S. Keller.

For almost three years, Milton has been an affiliate of Beth
Israel Deaconess Medical Center (BIDMC), which is part of
CareGroup, a system of academic medical centers and specialty
hospitals in and around Boston.  Since S&P's last review, Jordan
Hospital has also become a BIDMC affiliate, giving BIDMC three
suburban hospitals in addition to its academic and specialty
presence in Boston.  As expected, Milton has benefitted clinically
and financially from its relationship with BIDMC.  BIDMC is not
obligated on Milton's debt.

The rating on Milton reflects one notch of group support as S&P
considers it a moderately strategic subsidiary of BIDMC and,
ultimately, CareGroup.  S&P assessed Milton's stand-alone credit
profile (SACP) at 'bb' reflecting its competitive service area and
weaker, although improving, financial profile.  Other affiliates
include a parent, foundation and Community Physician Associates
(CPA), an employed physician subsidiary.  A first lien on gross
receipts and a mortgage on hospital property secure the bonds.

The positive outlook incorporates the possibility of a higher
rating if Milton posts a longer track record of positive margins
comparable with those in fiscal year 2013 and year to date in
2014, which should generate about 2x debt service coverage.  A
higher rating is currently precluded by relatively low
unrestricted reserves with continued growth in reserves also a
factor in considering a future upgrade.  S&P could consider a
higher rating during its one-year outlook period if Milton's
unrestricted resources continue to incrementally improve relative
to operating expenses and debt and if positive operations
continue.  Milton may issue up to $4 million of additional debt in
the next several years for information technology upgrades, and
S&P believes absent any material changes in Milton's financial
profile, that this limited additional debt could be accommodated
without a negative rating impact.

A lower rating, while not expected now that Milton is building a
stronger track record, could be possible with any change in the
affiliation agreement or overall weakening of financial
performance.  In addition, a decision to issue material additional
debt for master facility plan projects would likely preclude a
higher rating.


MMJV SAPPHIRE: Hearing on Proposal to Pay Creditors Cancelled
-------------------------------------------------------------
Sandra Baker at the Star-Telegram reports that a hearing to
consider MMJV Sapphire L.P.'s proposal to pay creditors with
funding from Chase Capital Advisors and emerge from bankruptcy was
not held.  According to the court docket, another hearing will be
scheduled.

Star-Telegram relates that lender Arcus Private Capital Solutions
got the bankruptcy court's authorization in September to repost
the Debtor's 254-unit student apartment community on Center Street
for the Nov. 4 foreclosure auction in Tarrant County if MMJV had
not cured its debt by Oct. 13.  The report says that Arcus Private
posted the property, but the filing does not require the auction
to take place.

Headquartered in Irving, Texas, MMJV Sapphire L.P. filed for
Chapter 11 bankruptcy protection (Bankr. N.D. Texas Case No. 14-
42706) on July 1, 2014.  Patrick Joseph Schurr, Esq., at Scheef &
Stone, L.L.P., serves as the Debtor's bankruptcy counsel.  The
Debtor estimated its assets and liabilities at $1 million to $10
million each.  The petition was signed by Gary Perkins, manager.


MOMENTIVE PERFORMANCE: Tannor, TRC Buy $116,000 in Claims
---------------------------------------------------------
In the Chapter 11 case of Momentive Performance Materials Inc., a
total of five claims switched hands from Oct. 17, 2014, to Oct.
23, 2014:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
Tannor Partners Credit    Waco Filters Corporation    $10,573.00
Fund, LP

Tannor Partners Credit    Waco Filters Corporation    $10,573.00
Fund, LP

TRC Master Fund LLC       VIP Rubber Company, Inc.    $50,982.25

TRC Master Fund LLC       VIP Rubber Company, Incorp  $44,227.00

TRC Master Fund LLC       VIP Rubber Company, Incorp     $395.00

                   About Momentive Performance

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

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

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

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

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

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

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

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

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

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

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

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


MSCI INC: Moody's Assigns Ba1 Rating on Senior Secured Notes
------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to MSCI Inc.'s
proposed senior unsecured notes and senior unsecured revolving
credit facility. The Ba1 Corporate Family rating ("CFR") and SGL-1
Speculative Grade Liquidity rating ("SGL") were affirmed. The
Probability of Default rating ("PDR") was revised to Ba1-PD from
Ba2-PD. The rating outlook remains stable.

MSCI plans to refinance all of its approximately $795 million of
outstanding senior secured bank debt with the proceeds of the new
$800 million senior unsecured notes. Ratings on the existing
senior secured debt will be withdrawn upon completion of the
refinancing.

Issuer: MSCI Inc.

Corporate Family Rating, Affirmed Ba1

Probability of Default Rating, Revised to Ba1-PD from Ba2-PD

Senior unsecured revolving credit facility due 2019, Assigned Ba1
(LGD4)

Senior unsecured notes due 2024, Assigned Ba1 (LGD4)

Speculative Grade Liquidity Rating, Affirmed SGL-1

Outlook, Remains Stable

Ratings Rationale

"MSCI will emphasize returning free cash flow to shareholders,
evidenced by the refinancing of bank debt that can be repaid
without penalty into a non-callable, long-dated unsecured note,
the recently established quarterly cash dividend and its track
record of large share repurchases," said Edmond DeForest, Moody's
Senior Credit Officer.

The Ba1 CFR reflects MSCI's stable, recurring subscription base of
investment risk management and decision support tools and equity
index products, solid profitability with EBITA margins in the low
30s% and robust free cash flow to debt Moody's anticipates will
remain about 15%. Ratings are limited by MSCI's small revenue size
and narrow scope focused on the financial risk management markets.
Moody's expects other financial strength metrics should remain
solid for the Ba1 rating category, including debt to EBITDA below
2.5 times and EBITDA less capital expenditures to interest expense
above 10 times. Moody's expects the growth of equity exchange
traded funds (ETFs) and international (especially emerging market)
equity indices, growing demand for its risk management products
and for aggregate subscriber retention rates above 90% to drive
revenues to about $1 billion and EBITDA to about $440 million in
2015. Liquidity is considered very good, reflecting Moody's
expectations for at least $200 million of cash, free cash flow of
about $200 million and full availability of the proposed $200
million revolver.

All financial metrics reflect Moody's standard adjustments.

The revision of the PDR to Ba1-PD from Ba2-PD reflects the all
unsecured debt capital structure.

The stable outlook reflects Moody's expectations for 8% to 10%
revenue growth. The ratings could be lowered if Moody's notes a
meaningful increase in competition, MSCI's client retention rates
deteriorate or a more difficult pricing environment evolves.
Moody's could downgrade the ratings if it anticipates low revenue
growth or an erosion in profitability and free cash flow,
resulting in expectations for debt to EBITDA and free cash flow to
debt to be sustained at about 3.5 times and under 10%,
respectively. An acceleration of the timing of share repurchases
into early 2015 resulting in cash balances below $200 million or
debt-financed share repurchases could also lead to lower ratings.
Given the company's small revenue base, short history as a
standalone public company and opportunistic acquisition,
divestiture and financial strategies, Moody's is unlikely to
upgrade the ratings in the near term. A material expansion and
diversification of the income and overall business scale to be
consistent with other companies at a higher rating level,
sustained historical subscriber retention and profitability levels
and free cash flow to debt maintained above 20%, along with a
demonstrated commitment to investment grade financial policies,
could lead to an upgrade.

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

MSCI Inc. is a global provider of investment risk and decision
support tools, including indices and portfolio risk and
performance analytics products and services.


MSCI INC: S&P Affirms 'BB+' CCR on Refinancing; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on New York City-based MSCI Inc.  The outlook is
stable.

At the same time, S&P assigned a 'BB+' issue-level rating to
MSCI's $800 million senior unsecured note due 2024 and $200
million unsecured revolving credit facility due 2019.  The '3'
recovery rating on these instruments indicate S&P's expectation
for meaningful recovery (50% to 70%) in the event of payment
default.  The recovery rating for these instruments is capped at
'3' per S&P's criteria.

S&P will withdraw its current issue-level and recovery rating on
the company's existing term loans following the close of the
transaction.

"The rating reflects MSCI's 'satisfactory' business risk profile
based on the strong recurring revenue model, which provides good
visibility and on its position as one of the market leaders in its
industry, offset by the company's narrow market focus," said
Standard & Poor's credit analyst Andrew Chang.  "The rating also
incorporates a "modest" financial risk profile with good cash flow
generation and credit metrics, including adjusted leverage near
the mid-1x area," added Mr. Chang.

MSCI is a provider of investment decision support tools, including
indices, portfolio risk and performance analytics, and corporate
government products and services.  Major products include global
equity indices marketed under the MSCI brand and risk and
portfolio management analytics marked under the RiskMetrics and
Barra brands.  MSCI's asset-based fee (ABF) revenues -- part of
the index segment -- are based on the client's assets under
management (AUM) linked to the MSCI indices and are growing
rapidly both from fund inflows and global equity market
appreciation.


NATIONAL RURAL UTILITIES: 3rd Circ. Affirms Dismissal of Case
-------------------------------------------------------------
The U.S. Court of Appeals for the Third Circuit issued an order
dated Oct. 21, 2014, affirming a district court's March 2013
decision dismissing a lawsuit involving Norton Rose Fulbright,
investment firm Greenlight Capital Inc., a group of insolvent
Virgin Islands telecommunications firms and others.

According to Law360, Greenlight Capital and affiliates initially
sued Jeffrey, Dawn and Adrian Prosser, John P. Raynor, and
telecommunications companies they run over a transaction in which
one of the telecommunications companies was taken private, leading
to a breach of fiduciary duty claim and resulting in a settlement
of more than $160 million from Jeffrey Prosser and Raynor,
according to the 2013 order.  The case also focused on more than
$500 million in loans made by the Rural Telephone Finance
Cooperative to one of Raynor and Jeffrey Prosser's bankrupt Virgin
Islands telecommunications firms, which then defaulted.  Norton
Rose Fulbright, then known as Fulbright & Jaworski LLP, advised
the rural utilities in various suits over the default, the report
related.

The appeals case is In re: National Rural Utilities Cooperative
Finance Corporation, et al., Debtors National Rural Utilities
Cooperative Finance Corporation; Rural Telephone Finance
Cooperative; Steven L. Lilly; John J. List; Sheldon C. Petersen;
R. Wayne Stratton; Fulbright & Jaworski LLP; Greenlight Capital,
Inc.; Greenlight Capital L.P.; Greenlight Capital Qualified LP;
Greenlight Capital Offshore Ltd., v. Jeffrey J. Prosser; Dawn
Prosser; Adrian Prosser; John P. Raynor (Bankr. D. Del. No. 09-ap-
52854) Jeffrey J. Prosser; Dawn Prosser; Adrian Prosser; John P.
Raynor, v. National Rural Utilities Cooperative Finance
Corporation; Rural Telephone Finance Cooperative; National Rural
Electric Cooperative Association; Sheldon C. Petersen; John J.
List; Steven L. Lilly; R. Wayne Stratton; Greenlight Capital,
Inc.; Greenlight Capital Qualified LP; Greenlight Capital Offshore
Ltd.; Fulbright & Jaworski LLP; Glenn L. English; Deloitte Touche
USA LLP; Ernst & Young LLP (Bankr. D. Del. No. 10-ap-50744)
Jeffrey J. Prosser; Dawn Prosser; Adrian Prosser; John P. Raynor,
Appellants, NO. 13-2076 (3d. Cir.).

A full-text copy of the Third Circuit's Oct. 21, 2014 Decision is
available at http://is.gd/xCmNzDfrom Leagle.com.

The district court case is In re: NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION, et al. JEFFREY PROSSER, et al.,
Appellants, v. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE
CORPORATION, et al., Appellees, BANKR. NO. 06-10135 (JKF), ADV.
NO. 10-50744 (JKF)., 09-52854 (JKF), CIV. NO. 12-155-SLR, ADV. NO.
10-50744 (JKF), CIV. NO. 10-201-SLR (D. DEL.), 08-107-JEJ
(D.V.I.), 12-156-SLR, ADV. NO. 09-52854 (JKF), CIV. NO. 09-111-SLR
(D. DEL.)(De.De.).

A full-text copy of the District Court's March 31, 2013 Decision
penned by Judge Sue Robinson is available at http://is.gd/2yiAOO
from Leagle.com.


NAVEX ACQUISITION: Moody's Assigns B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B3 corporate family rating
("CFR") and B3-PD probability of default rating ("PDR") to NAVEX
Acquisition, LLC ("NAVEX"). In addition, Moody's assigned a B2
rating to the company's proposed first lien credit facilities,
consisting of a $20 million revolving credit facility due 2019 and
a $200 million senior secured term loan due 2021. Moody's also
assigned a Caa2 rating to NAVEX's proposed $90 million second lien
term loan due 2022. The rating outlook is stable. This is a newly
initiated rating and this is Moody's first press release for this
issuer.

On October 11, 2014, Vista Equity Partners ("Vista") announced
that it had entered into a definitive purchase agreement to
acquire NAVEX, a provider of governance, risk and compliance
("GRC") software specializing in ethics and compliance ("E&C")
solutions. Proceeds from the proposed credit facilities combined
with an equity contribution from the sponsor will be used to fund
the acquisition of NAVEX. The assigned ratings are subject to
review of final documentation. NAVEX Acquisition, LLC will be the
initial borrower. Upon consummation of the transaction, NAVEX
Global, Inc. will become the borrower and NAVEX Acquisition, LLC
will remain as a Holdco guarantor.

The following ratings were assigned as part of this rating action:

Issuer: NAVEX Acquisition, LLC

Corporate Family Rating -- B3

Probability of Default Rating -- B3-PD

Proposed $20 million first lien senior secured revolving credit
facility due 2019 at B2 (LGD3)

Proposed $200 million first lien senior secured term loan due 2021
at B2 (LGD3)

Proposed $90 million second lien senior secured term loan due 2022
at Caa2 (LGD5)

Outlook: Stable

Ratings Rationale

The B3 corporate family rating reflects NAVEX's high pro forma
financial leverage of about 7.8 times (as measured by Moody's
adjusted debt to EBITDA for LTM period ended Aug 31, 2014;
including changes in deferred revenue), which is expected to
decline towards 6.0 times over the next 12 to 18 months. The
rating also incorporates the company's modest revenue and EBITDA
base, private equity ownership and limited operating history as an
integrated company. The rating also considers NAVEX's narrow
market focus as a provider of Ethics and Compliance ("E&C")
solutions relative to some larger competitors who offer much
broader and integrated offerings across the governance, risk and
compliance ("GRC") market. However, the B3 rating derives support
from a recurring stream of non-cancelable, high margin revenues (a
high proportion of which is collected upfront) with high dollar
renewal rates and low capital expenditure requirements that lend
stability and predictability to the company's cash flow generation
capabilities. Furthermore, NAVEX's credit profile benefits from
growing demand for E&C solutions arising from an increasingly
complex global regulatory environment and more stringent
enforcement requirements that should lead to organic growth
opportunities (both domestic and international). The company's
ratings are also supported by a diversified customer base with
minimal revenue concentration, moderate EBITDA less Capex coverage
of interest of about 1.5 times and the fact that equity capital
forms a significant portion of its capital structure.

The stable rating outlook reflects Moody's view that NAVEX's
revenue base and credit metrics will strengthen over the next 12
to 18 months, with leverage declining towards 6.0 times and free
cash flow as a percentage of debt remaining in the mid single
digits. Moody's expects the company to benefit from increasing
demand for E&C solutions resulting in core organic revenue growth
from higher penetration within domestic and international markets.

A rating upgrade over the near term is unlikely given NAVEX's
currently modest revenue and EBITDA base as well as high pro-forma
financial leverage. Moody's could consider an upgrade if the
company substantially increases its scale through sustained
organic revenue growth and/or acquisitions, while improving its
profitability such that Moody's comes to expect debt to EBITDA to
be sustained below 5.0 times and free cash flow to debt to
increase towards the low double digit range.

NAVEX's ratings could be pressured by a sustained decline in
revenues or EBITDA resulting from competitive challenges or weak
business execution. Specifically, if Moody's comes to expect that
the company will not be able to sustain positive free cash flow,
or if the company's liquidity situation deteriorates, a downgrade
is possible.

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

NAVEX Acquisition, LLC provides a portfolio of ethics and
compliance ("E&C") services consisting of hotline and case
management, online training and policy management solutions to
approximately 8,000 customers worldwide including global
enterprises and small and medium businesses. For the LTM period
ended August 31, 2014, NAVEX reported approximately $92 million in
revenues under U.S. GAAP.


NORTEL NETWORKS: Corre Opportunities Assigns Claim to Master Fund
-----------------------------------------------------------------
In the Chapter 11 case of Nortel Networks Corp., one claim
switched hands on Aug. 8, 2014:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
Corre Opportunities Qualified   Corre Opportunities  $83,582.40
Master Fund, LP                 Fund, LP

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York, serve as the U.S. Debtors' general bankruptcy counsel; Derek
C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel.  The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
represent the Unsecured Creditors Committee.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of Long-
Term Disability Participants tapped Alvarez & Marsal Healthcare
Industry Group as financial advisor.  The Retiree Committee is
represented by McCarter & English LLP as Delaware counsel, and
Togut Segal & Segal serves as the Retiree Committee.  The
Committee retained Alvarez & Marsal Healthcare Industry Group as
financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.


NORTEL NETWORKS: $1.48MM in Claims Switched Hands in October
------------------------------------------------------------
In the Chapter 11 case of Nortel Networks Corp., a total of eight
claims switched hands from Oct. 2, 2014, to Oct. 23, 2014:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
Tannor Partners Credit       AR Gray & Associates      $6,850.00
Fund, LP

Tannor Partners Credit       AR Gray & Associates      $6,850.00
Fund, LP

VonWin Capital               Melvin E. Boyd           $89,894.70
Management, LP

VonWin Capital               Raul Tellez              $32,791.17
Management, LP

Liquidity Solutions, Inc.    Crescent Crown          $337,442.75
                             Peakview Tower, LLC

Coface North America         Monarch Master          $479,290.00
Insurance Company            Funding LTD

Coface North America         Monarch Master          $479,290.00
Insurance Company            Funding LTD

TRC Master Fund LLC          Aricent Technologies     $50,000.00
(Holdings) LTD

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York, serve as the U.S. Debtors' general bankruptcy counsel; Derek
C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel.  The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
represent the Unsecured Creditors Committee.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of Long-
Term Disability Participants tapped Alvarez & Marsal Healthcare
Industry Group as financial advisor.  The Retiree Committee is
represented by McCarter & English LLP as Delaware counsel, and
Togut Segal & Segal serves as the Retiree Committee.  The
Committee retained Alvarez & Marsal Healthcare Industry Group as
financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.


NORTEL NETWORKS: Shouldn't Block Docs in Rockstar Row, Google Says
------------------------------------------------------------------
Law360 reported that Google Inc. objected to Nortel Networks
Inc.'s motion seeking protection against subpoenas received in
connection with patent infringement litigation involving Rockstar
Consortium LP, the buyer of the defunct company's patent
portfolio.  According to the report, in its objection, Google,
which is facing infringement claims from Rockstar over patents
that were sold to it by Nortel, urged a Delaware bankruptcy judge
to reject Nortel's bid to stay third-party discovery.

As previously reported by The Troubled Company Reporter, citing
Daily Bankruptcy Review, Nortel asked the bankruptcy judge to stop
the subpoenas relating to the infringement litigation, saying it
can't afford to be dragged into the litigation at the conclusion
of the trial over how to distribute $7.3 billion raised in its
liquidation.  The trial wrapped up in September.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York, serve as the U.S. Debtors' general bankruptcy counsel; Derek
C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel.  The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
represent the Unsecured Creditors Committee.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of Long-
Term Disability Participants tapped Alvarez & Marsal Healthcare
Industry Group as financial advisor.  The Retiree Committee is
represented by McCarter & English LLP as Delaware counsel, and
Togut Segal & Segal serves as the Retiree Committee.  The
Committee retained Alvarez & Marsal Healthcare Industry Group as
financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.


OLD CUTTERS: Reaches Settlement With Hailey on Annexation Fees
--------------------------------------------------------------
Tony Evans at Idaho Mountain Express reports that Hailey Mayor
Fritz Haemmerle said that the city will abandon an appeal of a
2012 federal court ruling that has prohibited the city from
collecting $2.5 million in annexation fees from the developer of
the Old Cutters housing subdivision.

According to the Express, a settlement, which is yet to be
finalized, has been reached between the two parties wherein Old
Cutters agrees to release claims for the return of $815,000 in
development impact fees and city service hook-up fees, in exchange
of the city's payment of $116,000 in legal fees incurred by Old
Cutters and $105,000 in credits for future development impacts in
the subdivision.

Old Cutters, Inc., the corporation behind the struggling Old
Cutters subdivision east of Hailey, Idaho, filed a Chapter 11
petition (Bankr. D. Id. Case No. 11-41261) on Aug. 1, 2011.
Joseph M. Meier, Esq., at Cosho Humphrey, LLP, in Boise, Idaho,
serves as counsel.  The Debtor disclosed $3,001,993 in assets and
$20,671,830 in liabilities.


OMEGA HEALTHCARE: Fitch Affirms 'BB+' Subordinated Debt Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BBB-' Issuer Default Rating (IDR)
of Omega Healthcare Investors, Inc. (NYSE: OHI; Omega) and
maintained the Rating Outlook at Stable following its announced
merger agreement with Aviv REIT, Inc. (NYSE: AVIV), a skilled-
nursing-focused peer in an all equity transaction.

KEY RATING DRIVERS

The affirmation of OHI's ratings reflects the transaction's
negligible effects on leverage and fixed-charge coverage and the
incremental improvements in the combined company's portfolio
diversification and quality.  Moreover, OHI's essentially undrawn
$1 billion revolving credit facility and lack of debt maturities
until 2019 afford the company flexibility as to how and when it
refinances AVIV's debt.

Of interest to Fitch will be the transaction's effect on OHI's
equity valuation given management's track record of using
issuances to fund acquisitions on a leverage-neutral basis.  Fitch
estimates the transaction values AVIV at a 6.5% property net
operating income (NOI) yield as compared to OHI's past
acquisitions which ranged from 8%-10%.

KEY METRICS REMAIN APPROPRIATE FOR THE RATING

Fitch estimates pro forma leverage for the combined company at
4.7x for the annualized quarter ended Sept. 30, 3014 compared to
4.6x for stand-alone OHI.  OHI has consistently maintained
quarterly leverage between 4.2x and 5.1x since 2011 (the agency
views quarterly leverage as more meaningful than trailing 12
months for OHI given the lack of seasonality in reported earnings
and timing effects of acquisitions).

Fitch forecasts that leverage will remain between 4x-5x over the
next 12-to-24 months.  Fitch defines leverage as debt net of
readily available cash divided by recurring operating EBITDA.

Fixed-charge coverage is strong for the rating at 3.4x pro forma,
compared with 3x and 3.5x for the years 2012 and 2013,
respectively.  Fitch expects OHI's fixed-charge coverage will
continue to improve driven by contractual rental escalators and
reduced fixed charges as OHI refinances AVIV's senior unsecured
notes and OHI's 2022 6.75% notes become callable.  AVIV's senior
unsecured notes have a weighted average coupon of 7.1% as compared
to OHI's most recent issuance at 4.5% in Sept. 2014.  Fitch
defines fixed-charge coverage as recurring operating EBITDA less
straight-line rents divided by total interest incurred.

CORPORATE LIQUIDITY PROVIDES FUNDING FLEXIBILITY

Fitch sees some scope for the merger to pressure OHI's liquidity
in the near term.  Fitch expects OHI will repay AVIV's secured and
bank facility debt when the merger closes.  In addition, OHI may
consider using its revolving credit facility as a bridge before
permanently refinancing AVIV's high-cost senior unsecured debt.

However, OHI's lack of near-term debt maturities and capital
expenditures, coupled with nearly full availability under its $1
billion revolving credit facility offset financing/liquidity
concerns.  Moreover, Fitch believes there are alternative avenues
for OHI to address the refinancing of AVIV's bonds that would not
require the company to draw heavily on its revolver, such as pre-
funding, in whole or in part, by way of an unsecured bond and/or
equity issuance.  Fitch may become increasingly concerned by a
high line balance should it persist.

DEBT-MATURITY STAGGERING SHOULD BENEFIT REFINANCING

The transaction reduces the largest percentage of OHI's debt due
in any one year, which is a credit positive.  Fitch has previously
highlighted OHI's concentrated (albeit long-dated) debt maturities
as a key concern.  Longer-term, Fitch expects OHI will seek to
lengthen and stagger its debt maturities into 2025 and 2026 as it
refinances AVIV's debt and its 2022 notes become callable.

MARGINALLY STRONGER PORTFOLIO QUALITY

The transaction reduces OHI's reimbursement exposure and tenant
concentration and has no affect on operator coverage, all credit
positives.  Concentration of OHI's three largest tenant operators
will decline to 22% from 29%, while the 10 largest will decline to
52% from 69%.

However, the magnitude of the benefit from reduced concentration
is limited by the commonality of tenant revenue sources, in
Fitch's view.  Operator coverage will be unaffected at 1.8x and
1.4x for EBITDARM and EBITDAR, respectively, and Fitch estimates
OHI's tenants will reduce their reliance on federal and state
reimbursements to 88% from 92%.  The outsized financial volatility
for OHI's operator tenants during periods when reimbursement rates
have changed is the largest constraint on OHI's ratings.
Healthcare legislation, together with budgetary concerns at both
the federal and state levels will likely continue to pressure
operator margins and operators' capacity to honor lease
obligations.

OHI and AVIV sourced much of their acquisitions from their
operators, thus the expanded relationships (33 new operators)
should increase OHI's pipeline of opportunities.

FAIR CONTINGENT LIQUIDITY UNAFFECTED

The majority of OHI's assets are unencumbered and Fitch estimates
pro forma unencumbered asset coverage of unsecured debt ranges
from 1.7x to 2.2x based on a stressed capitalization range of 9%-
12%.

SUBORDINATED DEBT NOTCHING

The one-notch differential between OHI's IDR and the subordinated
debt assumed as part of the CapitalSource transaction considers
the relative subordination within OHI's capital structure.  The
interest is due and payable only to the extent that there is rent
being received from the tenants of the acquired properties to
cover the interest expense related to the debt, and the principal
is due only to the extent that all rent has been paid for the term
of the debt.

STABLE OUTLOOK

The Stable Outlook reflects Fitch's expectation that metrics will
remain appropriate for the rating and OHI will lengthen and
stagger its forward debt maturities over the next 12-to-24 months.
Additionally, Fitch expects that any reimbursement pressures at
the operator level would have a minimal impact on OHI cash flows
given lease length, covenants and coverage.

Fitch has affirmed Omega's ratings as:

   -- IDR at 'BBB-';
   -- Unsecured revolving credit facility at 'BBB-';
   -- Senior unsecured notes at 'BBB-';
   -- Senior unsecured term loan at 'BBB-';
   -- Subordinated debt at 'BB+'.
The Rating Outlook is Stable.

RATING SENSITIVITIES

Fitch does not expect management to operate the company consistent
with those factors that could otherwise result in positive
momentum in OHI's ratings and/or Outlook:

   -- Increased scale and diversification;
   -- Fitch's expectation of net debt-to-recurring operating
      EBITDA sustaining below 4x (leverage was 4.7x pro forma);
   -- Fitch's expectation of fixed-charge coverage sustaining
      above 3.5x (coverage was 3.4x pro forma).

These factors may result in negative momentum in OHI's ratings
and/or Outlook:

   -- Further pressure on operators through reimbursement cuts;
   -- Fitch's expectation of leverage sustaining above 5.5x;
   -- Fitch's expectation of fixed-charge coverage sustaining
      below 2.5x.


OMEGA HEALTHCARE: Moody's Affirms Ba1 Senior Unsecured Rating
-------------------------------------------------------------
Moody's Investors Service has affirmed Omega Healthcare Investors,
Inc.'s senior unsecured rating at Ba1 and revised the outlook to
positive from stable following the announcement that it has agreed
to merge with Aviv REIT, another healthcare REIT focused on
investing in skilled nursing facilities (SNFs), in an all-stock
transaction. Moody's simultaneously placed the ratings of Aviv
Healthcare Properties Ltd. Partnership (senior unsecured debt at
Ba3), a subsidiary of Aviv REIT, on review for upgrade. Aviv
shareholders will receive 0.90 shares of OHI stock for each of
their shares or units. The transaction is expected to close in
first quarter 2015.

The following ratings were affirmed with a positive outlook:

Omega Healthcare Investors, Inc. -- senior unsecured debt at Ba1

The following ratings were placed on review for upgrade:

Aviv Healthcare Properties Ltd. Partnership -- senior unsecured
debt at Ba3; senior unsecured shelf at (P)Ba3; corporate family
rating at Ba3

Aviv Healthcare Capital Corporation -- senior unsecured shelf at
(P)Ba3

Ratings Rationale

Omega's positive outlook reflects the numerous benefits arising
from its proposed combination with Aviv, including increased
scale, enhanced tenant and geographic diversification, and an
expanded pool of tenant relationships that will drive its
continued growth. As the leading SNF-focused REIT, Omega will be
even better positioned to finance sale-leaseback/mortgage
transactions with operators looking to consolidate within the
highly fragmented skilled nursing industry.

Moody's continues to note that Omega is increasing its asset base
by 36% (based on gross book value) and there is minimal overlap
between the two REITs' top tenants. Omega's top three tenants will
decline to 22% from 29% of revenues and it is gaining 33 new
operator relationships with whom it may grow.

Importantly, Omega will retain sound rent coverage across its
portfolio post merger. Aviv's EBITDAR coverage (EBITDAR/rent),
which measures its operators' ability to meet their rental
payments, is consistent with Omega's portfolio at about 1.4x (TTM
as of 2Q14).

Moody's notes that Omega is adhering to its long-standing
commitment to conservative balance sheet management with this
transaction. Net Debt/EBITDA is expected to remain below 5x post
merger, with secured debt below 5% of gross assets, and fixed
charge coverage greater than 3.5x -- all solid investment-grade
credit metrics. Furthermore, Omega has the opportunity to
refinance a significant amount of its debt and Aviv's debt over
the next year, which will boost fixed charge coverage further.
Omega had $997 million available on its credit facility as of
3Q14, providing it with substantial liquidity and flexibility

Omega's key credit challenge remains its property sub-type
concentration in SNFs. The SNF sub-segment is highly regulated and
reliant on government reimbursement through the Medicare and
Medicaid programs, which are subject to potential rate volatility.
The potential for sharp and sudden changes in operator cash flows
arising from possible reimbursement cuts will continue to be a key
factor considered in Omega's rating.

Aviv's review for upgrade reflects Moody's expectation that it
will upgrade the REIT's ratings once the transaction closes.

Moody's would likely upgrade Omega's ratings should the
transaction close as expected and the REIT continue to demonstrate
sound operating and earnings trends over the interim. Stable
tenant operating performance (as evidenced by EBITDAR coverage)
and maintenance of Net Debt/EBITDA below 5x would be necessary for
an upgrade.

Moody's would likely affirm Omega's ratings and confirm Aviv's
ratings each with stable outlooks should the merger fail to close
or, in the case of Omega, should the REIT increase leverage levels
closer to 6x. Sustained deterioration in property level coverage
ratios from major tenants (at either Omega or Aviv) could also
return the outlook to stable.

On February 27, 2013, Moody's upgraded Omega's senior unsecured
debt rating to Ba1 from Ba2 with a stable outlook. On May 20,
2013, Moody's raised Aviv's bond rating to Ba3 from B1 with a
stable outlook.

Omega Healthcare Investors, Inc. (NYSE: OHI), based in Hunt
Valley, MD, is a REIT that invests in and provides financing to
the long-term care industry. At September 30, 2014, Omega owned or
held mortgages on 562 skilled nursing facilities, assisted living
facilities and other specialty hospitals with approximately 63,532
licensed beds (61,189 available beds) located in 37 states and
operated by 50 third-party healthcare operating companies.

Aviv REIT, Inc. (NYSE: AVIV), based in Chicago, is a REIT that
specializes in owning post-acute and long-term care SNFs and other
healthcare properties. The Company currently owns 316 properties
that are triple-net leased to 38 operators in 29 states.

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


OMEGA HEALTHCARE: S&P Affirms 'BB+' CCR on Acquisition Agreement
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Omega Healthcare Investors Inc.  Additionally,
S&P affirmed its 'BBB-' issue-level rating and '2' recovery rating
on the company's senior unsecured notes.  At the same time, S&P
placed its ratings on Aviv REIT Inc., including the 'BB-'
corporate credit rating, on CreditWatch with positive
implications.

"Omega announced it entered into an agreement to acquire Aviv REIT
Inc.  Under the agreement, Omega will issue 0.9 shares of common
stock for each Aviv share, representing a premium of approximately
16.2% to Aviv's closing share price on Thursday, Oct. 30.  The
transaction, which is subject to Aviv's shareholder approval, is
expected to close in the first quarter of 2015," said credit
analyst Michael Souers.

The stable outlook reflects S&P's view that Omega will smoothly
integrate the Aviv merger.  The outlook also captures S&P's view
that tenant rent coverage will be relatively flat in a generally
unchanged reimbursement environment over the next year.  S&P
projects a slight improvement to Omega's key credit metrics post-
merger, which remain toward the stronger end of "intermediate".

Downside scenario

S&P would consider a downgrade if the merger presents unforeseen
challenges that result in weaker-than-expected operating
performance, if tenant stress causes rent coverage levels to drop
meaningfully, or if the company pursues large, leveraged
acquisitions that result in a decline in fixed-charge coverage to
below 2.5x.

Upside scenario

Although S&P believes Omega's geographic and tenant diversity are
slightly improved by the merger with Aviv, the reimbursement risk
inherent to the skilled nursing business and current pressures
facing some of Omega's larger tenants limit the likelihood of an
upgrade in the near term.


PARAMJEET MALHOTRA: 9th Cir. Won't Reinstate Qui Tam Action
-----------------------------------------------------------
The U.S. Court of Appeals for the Ninth Circuit declined to
disturb a district court order dismissing a qui tam action filed
by Paramjeet and Sunita Malhotra, a married couple, against Robert
Steinberg et al under the False Claims Act, 31 U.S.C. Sections
3729-3733.  The district court said it lacked subject matter
jurisdiction because the Act's "public disclosure" bar applies.

In 2006, the Malhotras sought Chapter 11 bankruptcy protection
after experiencing cash-flow difficulties in their real estate
business. The bankruptcy court appointed Robert Steinberg as the
trustee to administer the Malhotras' bankruptcy estate. From their
very first meeting with Steinberg, the Malhotras suspected he was
corrupt. They turned out to be right.

As reported by the Troubled Company Reporter on Feb. 8, 2013, U.S.
District Judge James L. Robart dismissed the qui tam suit, which
alleged Steinberg, the former bankruptcy trustee, defrauded the
U.S. government through an illegal kickback scheme in connection
with property sales in bankruptcy proceedings, saying the relators
did not uncover the fraud.  Judge Robart said the district court
lacks subject matter jurisdiction to hear the FCA suit because
individual plaintiffs Paramjeet and Sunita Malhotra did not have
true knowledge of any fraudulent conduct against the trustee.

The case before the Ninth Circuit is PARAMJEET S. MALHOTRA and
SUNITA MALHOTRA, a marital community, Plaintiffs-Appellants, v.
ROBERT D. STEINBERG; JAMES W. GRACE; DAVID RINNING; STEINBERG &
ASSOCIATES LLC; JOHN L. SCOTT, INC.; RE/MAX EASTSIDE BROKERS,
INC.; WELLES RINNING, Defendants-Appellees, No. 13-35165 (9th
Cir.).  A copy of the Ninth Circuit's decision dated October 29,
2014, is available at http://bit.ly/1t5oLWhfrom Leagle.com.

The Ninth Circuit panel consists of Circuit Judges Alfred T.
Goodwin, M. Margaret McKeown, and Paul J. Watford.


PHILLIPS INVESTMENTS: Court Okays Hiring of Hale Retail as Broker
-----------------------------------------------------------------
Phillips Investments, LLC sought and obtained permission from the
Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the
Northern District of Georgia to employ Hale Retail Group, LLC as
the Debtor's exclusive real estate agent.

Hale Retail will act as the Debtor's listing agent and provide
commercial real estate sales services with respect to the Debtor's
32 acres of land located in Gwinnett County, Georgia, commonly
known as Gwinnett Prado - 2300 Pleasant Hill Road, in Duluth,
Georgia (the "Property"), in accordance with the Agreement as
locating potential competing bidders for the Property prior to any
hearing on the sale of the Property.

The Debtor agrees to pay Broker a commission under the following
terms and condition: 2% of the purchase price at the time of
closing.

Sam Hale, principal of Hale Retail, 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.

Hale Retail can be reached at:

       Sam Hale
       HALE RETAIL GROUP, LLC
       1303 Hightower Trail, Suite 201
       Atlant, GA 30350
       Tel: (678) 894-1581
       E-mail: shale@haleretailgroup.com

                     About Phillips Investments

Phillips Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014.  Ly Phillips
signed the petition as managing member.

Phillips Investments owns several parcels of improved commercial
real estate from which it operates two retail shopping centers.
The Debtor disclosed $29,558,424 in assets and $28,667,234 in
liabilities as of the Chapter 11 filing.  Scroggins & Williamson,
P.C., serves as the Debtor's counsel.  Judge Mary Grace Diehl
presides over the case.


PHOENIX ASSOCIATES: Suit Against Caddo Survives Dismissal Bid
-------------------------------------------------------------
District Judge Susie Morgan in Lousiana denied a motion to dismiss
Plaintiff's Texas state law claim for aiding and abetting Debtor's
officers' and directors' breach of fiduciary duty in Fifth Amended
Compliant and to dismiss Schuler as a Defendant pursuant to Fed.
R. Civ. P. 12(b)(6) filed by Defendants Caddo East Estates I, Ltd.
and George Schuler, in the case, WILBUR J. "BILL" BABIN, JR., IN
HIS CAPACITY AS TRUSTEE OF THE BANKRUPTCY ESTATE OF PHOENIX
ASSOCIATES LAND SYNDICATE, Plaintiff, v. CADDO EAST ESTATES I,
LTD., ET AL., Section "E", Defendants, Civil Action No. 10-896
(E.D. La.).

A copy of the Court's October 28, 2014 Order and Reasons is
available at http://bit.ly/1o7Sgezfrom Leagle.com.

                    About Phoenix Associate

Based in Madisonville, Louisiana, Phoenix Associates Land
Syndicate, dba Murphy Sand and Gravel -- http://www.pbls.biz/--
focused principally on the acquisition and development of
companies in the aviation, construction, mining and oil & gas
industries.

The Company filed for Chapter 11 protection (Bankr. E.D. La. Case
No. 09-11743) on June 10, 2009.  Claude C. Lightfoot, Jr., at
Claude C. Lightfoot, Jr. P.C., represented the Debtor in its
restructuring efforts.  In its schedules, the Debtor disclosed
$6,300 in total assets and $20.1 million in total liabilities.

The case was converted to Chapter 7 on July 31, 2009.


PROVIDENCE SERVICE: Moody's Withdraws B1 Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for The
Providence Service Corporation ("PRSC"), including the B1
Corporate Family Rating and B3 senior unsecured bond rating. The
withdrawals follow the termination of the company's proposed bond
offering. PRSC does not have any rated debt outstanding.

Ratings Rationale

Moody's took the following ratings actions with regard to PRSC.

Withdrawals:

Issuer: Providence Service Corporation

Probability of Default Rating, Withdrawn, previously rated B1-PD

Speculative Grade Liquidity Rating, Withdrawn, previously rated
SGL-2

Corporate Family Rating (Local Currency), Withdrawn, previously
rated B1

Senior Unsecured Regular Bond/Debenture (Local Currency),
Withdrawn, previously rated B3,LGD5, 86 %

Outlook, Changed To Rating Withdrawn From Stable

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


PVA APARTMENTS: Seeks Order Confirming Automatic Stay
-----------------------------------------------------
PVA Apartments, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California (Oakland Division) to issue an
order confirming the existence of the automatic stay provided
under Section 362(a) and (c) as to all creditors.

The Debtor previously filed Chapter 11 petitions, Case No. 13-
45558 and Case No. 14-43966, which were dismissed on Oct. 29,
2013, and Oct. 17, 2014, respectively, for failure to file the
balance of schedules, Statement of Financial Affairs on or before
the dates set by the Court.

Sydney Jay Hall, Esq., in Burlingame, California, asserts that the
present case was filed in good faith, even though the prior cases
were dismissed on account of fault on the part of the attorneys.
The prior dismissals, Mr. Hall tells the Court, occurred through
no fault on the part of the Debtor.

Accordingly, the Debtor asks the Court to issue an order
continuing the automatic stay under Section 362 as to all
creditors for the duration of the Chapter 11 proceeding, or until
the time as the stay is terminated under Section 362(c)(1) or
(c)(2).  Alternatively, the Debtor asks the Court to issue an
order pursuant to Section 362(j) confirming that the automatic
stay provided under Section 362(c) will terminate under Section
362 only as to already pending actions taken against the Debtor or
property of the estate in the previous case.

A hearing on the request is scheduled for Nov. 5, 2014, at 2:00
p.m.

                         About PVA Apartments

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

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

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


PVA APARTMENTS: Lender Wants Apartments to Remain With Receiver
---------------------------------------------------------------
Secured lender Concord Funding Group, LLC, asks the U.S.
Bankruptcy Court for the Northern District of California (Oakland
Division), to excuse Stephen J. Donell, the receiver appointed for
the apartment projects located at 1090 Mi Casa Court, in Concord,
California, and at 2354 Bonifacio Street, in Concord, California,
from complying with Sections 543(a) and (b) of the Bankruptcy
Code.

Concord bought the $8.0 million loan extended by Preferred Bank to
the Debtor and a related entity, BEA East Apartments, LLC.  The
Debtor pledged the Mi Casa property as security for the loan,
while BEA pledged the Bonifacio property as security for the loan.
The Debtor and BEA defaulted on the loan.

In June 2013, Concord filed an action entitled Concord Funding
Group, LLC, v. PVA Apartments, LLC, et al., Contra Costa Superior
Court Case No. C12-01897, under which it sought declaratory
relief, quiet title, fraud and judicial foreclosure because the
title issues prevented the lender from exercising the power of
sale in the deeds of trust executed by the Debtor and BEA.  In
connection with the state court action, Mr. Donell was appointed
receiver to take possession of, manage, and preserve the
properties.

The lender asserts that given the Debtor's and BEA's history of
gross management of the properties, to the detriment of the
tenants and the general public, and repeat bankruptcy filings, the
lender asks that the Receiver be excused from turning over the
properties and the rents from those properties in compliance with
Sections 543(a) and (b), and allow the Receiver to remain in
possession and control of the properties and continue to use rents
to maintain and operate them, including continued efforts to
eradicate bedbug and roach infestations.

The lender is represented by:

         Susan S. Davis, Esq.
         COX, CASTLE & NICHOLSON LLP
         2049 Century Park East, 28th Floor
         Los Angeles, CA 90067-3284
         Tel: (310) 284-2200
         Fax: (310) 284-2100
         E-mail: sdavis@coxcastle.com

                         About PVA Apartments

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

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

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


PVA APARTMENTS: Wants to Regain Management of Properties
--------------------------------------------------------
PVA Apartments, LLC, wants to regain management of its two
properties located in Concord, California, and has filed an
application seeking authority from the U.S. Bankruptcy Court for
the Northern District of California, Oakland Division, to
designate its owner, Eric Terrell, as individual responsible for
the duties and obligations of the Debtor as debtor-in-possession.

Specifically, Eric Terrell, sole owner of the Debtor corporation,
will be responsible for:

   (a) all financial decisions;

   (b) review and final approval of monthly operating reports;

   (c) appearance at 341 meetings and Debtor interviews by the
       U.S. Trustee's Office;

   (d) retention of professionals and other required individuals
       for employment;

   (e) decisions concerning proposed purchase and sale of estate
       property;

   (f) preparation, review, and compliance with taxation question;
       and

   (g) compliance with City, County, and State requirements for
       estate property.

The Debtor says it will propose that management of its properties
be turned over to Infinity Investments, a property management
firm, and that the Debtor, with the assistance of the firm, be
allowed to manage its assets in accordance with Sections 1107 and
1008 of the Bankruptcy Code.  To recall, the two properties are
currently under the control of a receiver appointed in connection
with a lawsuit initiated by the Debtor's prepetition secured
lender.

Sydney Jay Hall, Esq., in Burlingame, California, tells the Court
that Mr. Terrell is particularly aware of the problems and is
aware of corrections made to the properties over the past year by
contractors hired by the court receiver.  Had creditors extended
an offer of forbearance, Mr. Terrell would have exercised similar
corrections and repairs, Mr. Hall asserts.

Secured lender Concord Funding Group, LLC, objects to the Debtor's
motion, asserting that Mr. Terrell should not be responsible for
managing the apartment buildings as title to the apartment
buildings is vested in Codessa Terrell, not the Debtor.

Concord also argues that Mr. Terrell, as the sole owner of the
Debtor, has not proven qualified to manage the Debtor or its
assets.  "The Debtor and BEA has bled the Properties of all rents
for months before the Receiver's appointment while allowing the
Properties to deteriorate to a point where the City of Concord was
threatening to condemn them," Susan S. Davis, Esq., at Cox, Castle
& Nicholson LLP, in Los Angeles, California, tells the Court.

The Debtor, in response to the Concord's objection, maintains that
its application should be approved over Concord's attempt to
advance its Section 543(d) motion.  The Debtor points out that
Concord hired its own receiver to control the property; the
receiver serves as both property manager and receiver, and the
receiver pays himself over $100,000 in fees in just 11 months of
service.  The Debtor tells the Court that "Mr. Terrell exhausted
his personal savings on the buildings in question before Concord
Funding abruptly interjected and appointed its receiver and
launched its campaign to discredit him and the Debtor company."

                         About PVA Apartments

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

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

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


RURAL/METRO CORP: Against Sun City's Ambulance Service Application
------------------------------------------------------------------
Rusty Bradshaw, writing for Arizona.newszap.com, reports that Sun
City fire officials expect Rural/Metro Corp. to oppose the Sun
City Fire and Medical Department's application to provide
ambulance service.

Arizona.newszap.com relates that Rural Metro holds the two
certificates for Sun City, and is therefore the only one that can
provide ambulance service for the community.  The report quoted
Sun City Fire Chief Mike Thompson as saying, "We are being told
that the Arizona Health and Human Services Department is taking
another look at the certificates.  We are told that if we are
going to apply for a certificate, now is the time."

According to Arizona.newszap.com, Mr. Thompson filed for a
certificate of necessity in September to allow the Sun City
district to respond to 911 ambulance calls.  The report states
that Mr. Thompson updated the fire district board of directors
during its Oct. 14, 2014 work study meeting on the certificate of
necessity application.  Citing Mr. Thompson, the report says that
Arizona Health Department officials returned the application
asking for a full listing of billable items on an ambulance.


SAM ADAMS: Loses West Seattle (Athletic) Club
---------------------------------------------
Tracy Record, writing for the West Seattle Blog, reports that Sam
Adams' West Seattle (Athletic) Club shut down last month and will
open as West Seattle Health Club, a new club owned by John
Pietromonaco.

Dan Lehr, a representative of Mr. Pietromonaco and who is managing
the transition to WS Health Club, said that they've taken over and
that the transition is "moving faster than expected," West Seattle
Blog relates.  According to West Seattle Blog, opening date of the
new club is still up in the air.

West Seattle Blog says that Mr. Adams failed to make a
$1.1 million payment due (mostly back rent) to Mr. Pietromonaco by
the Oct. 24, 2014 deadline.  According to court documents,
Mr. Adams' company expected to get the money from a loan for which
it said it had a contract.  West Seattle Blog relates that the
eviction action against Mr. Adams was initially filed in May, but
it was put on automatic hold when Mr. Adams and his wife filed for
Chapter 11 bankruptcy.  The stay was later lifted after Mr. Adams
missed a court-ordered August deadline for payment of some back
rent, the report states.

As reported by the TCR on July 15, 2014, Connie Thompson, writing
for Komo News, reported that former Seattle Seahawk Sam Adams and
his wife filed for Chapter 11 bankruptcy on June 28, 2014, in the
midst of legal action surrounding his athletic club, West Seattle
Fitness.  Mr. Adams is represented by Lawrence Engel, Esq., as
bankruptcy counsel.


SAM ADAMS: Nov. 14 Hearing on Ch 11 Trustee's Case Conversion Bid
-----------------------------------------------------------------
The U.S. Trustee has asked the bankruptcy court to convert Sam
Adams' Chapter 11 case to one under Chapter 7 or to dismiss the
case entirely, claiming that the Debtor has not filed any monthly
financial reports since his bankruptcy filing, Tracy Record at
West Seattle Blog reports.

According to West Seattle Blog, the conversion motion is set for a
Nov. 14 hearing.

West Seattle Blog relates that a financial services company wanted
to be added to the list of creditors, saying that the Debtor
entered into a contract, less than a month before his Chapter 11
filing, selling a certain amount of "future receivables" to the
company, for a six-figure sum, but not notifying the creditor
about the subsequent filing.  The Debtor's bankruptcy attorney
denied that the "future receivables" deal was struck by the
Debtor, but by his father Sam E. Adams, on behalf of the Debtor's
company, the report says.

West Seattle Blog adds that the couple from whom the Debtor was
purchasing a waterfront Kirkland home on a rent-to-own basis are
also seeking a court order requiring overdue rent payment.

As reported by the TCR on July 15, 2014, Connie Thompson, writing
for Komo News, reported that former Seattle Seahawk Sam Adams and
his wife filed for Chapter 11 bankruptcy on June 28, 2014, in the
midst of legal action surrounding his athletic club, West Seattle
Fitness.  Mr. Adams is represented by Lawrence Engel, Esq., as
bankruptcy counsel.


SAMUEL WYLY: Says Ch. 11 Should Block SEC Asset Freeze
------------------------------------------------------
Law360 reported that lawyers for billionaire investor Sam Wyly
told a Texas bankruptcy judge his voluntary Chapter 11 petition
protects his estate from the U.S. Securities and Exchange
Commission's attempt to secure an asset freeze in New York federal
court.  According to the report, Mr. Wyly's lawyers said that
although the SEC and the Internal Revenue Service can move forward
with regulatory efforts, the bankruptcy filing's automatic stay
operates to prevent the SEC from any attempt to collect a $198
million judgment.

As previously reported by The Troubled Company Reporter, citing
The Wall Street Journal, Mr. Wyly filed for Chapter 11 bankruptcy
protection on Oct. 19, weeks after a judge ordered him to pay
several hundred million dollars in a civil fraud case.  In
September, a federal judge ordered Mr. Wyly and the estate of his
deceased brother to pay more than $300 million in sanctions after
they were found guilty of committing civil fraud to hide stock
sales and nab millions of dollars in profits.

The case is In re Samuel E. Wyly, 14-35043, U.S. Bankruptcy Court,
Northern District of Texas (Dallas).


SCIENTIFIC GAMES: Denies Bally Deal Has Funding Woes
----------------------------------------------------
Scott Stuart, writing for The Deal, reported that Scientific Games
Inc. said it remains fully committed to its $5.1 billion
acquisition of Bally Technologies Inc. and expects to complete
marketing debt for the transaction within the next few weeks.
According to the report, Scientific Games, which is 39% controlled
by Ronald Perelman's MacAndrews & Forbes Holdings Inc., is buying
Bally, which provides electronic gambling games and technology,
for $83.30 per share in cash.

The Deal noted that an Oct. 27 story by Bloomberg News said
JPMorgan, Bank of America and Deutsche Bank, which have marketed
$2 billion of term loans for the deal, failed to gather interest
for a $3.2 billion bridge loans for the transaction.

                      About Scientific Games

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

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

                           *     *     *

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

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

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

The TCR, on Sept. 5, 2014, reported that S&P affirmed its 'B+'
corporate credit rating on Scientific Games and removed the
ratings from CreditWatch, where they were placed with negative
implications on Aug. 1, 2014.  S&P also raised its issue-level
rating to 'BB-' from 'B+' on the company's senior secured debt,
which is expected to include a $650 million revolver (including
$350 million incremental amount, which is expected to be committed
concurrent with this financing transaction) due 2018, about $2.3
billion in existing term loan debt due 2020, a new $1.735 billion
incremental term loan due seven years from closing, and about $750
million in new senior secured notes.

On the same day, the TCR reported that Moody's assigned the
following ratings to Scientific Games' proposed $5.5 billion debt
offering: $1.735 billion senior secured term loan due 2022 at Ba3;
$750 million senior secured notes due 2021 at Ba3; $2.2 billion of
senior unsecured secured notes due 2022 and $500 million of senior
unsecured notes due 2024 at Caa1. At the time of closing, Moody's
expect the company's existing $300 million senior secured
committed revolver expiring in 2018 will be increased to $650
million. Proceeds from this debt offering, borrowings under SGMS'
revolver, and about $100 million of cash on hand will be used to
fund SGMS' acquisition of Bally Technologies, Inc. (Bally, Ba3 on
review for downgrade), repay substantially all of Bally's existing
debt and pay related fees and expenses.


SEARS HOLDINGS: To Close Four Kmart Stores in Michigan by January
-----------------------------------------------------------------
Brent Snavely at Lansing State Journal reports that Sears Holdings
will shut down four Kmart stores in Ann Arbor, Bay City, Iron
Mountain and Warren in Michigan by January 2015, affecting 265
workers.

State Journal states that liquidation sales at each of the stores
has either already started or was scheduled to start on Nov. 1.

The Company is closing stores while it is working to beef up its
online sales, State Journal relates, citing spokesperson Howard
Riefs.  The report quoted Mr. Riefs as saying, "These actions will
better enable us to focus our investments on serving our customers
and members through integrated retail -- at the store, online and
in the home."

According to State Journal, Mr. Riefs said that employees who are
eligible will get severance and have the opportunity to apply for
open positions at other nearby Sears or Kmart stores.

                            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.


SEEGRID CORP: 2 Largest Shareholders at Odds Over Bankr. Filing
---------------------------------------------------------------
Justine Coyne at Pittsburgh Business Times reports that Anthony
Horbal, former CEO of Seegrid Corporation and one of its largest
shareholders, has accused the other largest shareholder, Giant
Eagle Inc., of unfairly reorganizing the Debtor under bankruptcy.

The Debtor's bankruptcy filing is an attempt by Giant Eagle and
its principals to reorganize the affairs of the Debtor in a way
that "yields tremendous value for themselves," Business Times
states, citing William A. Brewer III, Esq., a partner at Bickel &
Brewer and lead counsel for Mr. Horbal.  The report quoted Mr.
Horbal as saying, "Our clients believe that in taking such action,
Giant Eagle is attempting to unfairly enrich itself at the expense
of Seegrid investors, lenders, creditors and employees."

Business Times relates that Mr. Horbal already brought two
lawsuits against Giant Eagle in August, claiming that the grocer
forced his ouster and blocked outside investment as a way to seize
control of the Debtor.

According to Business Times, Rob Borella, Giant Eagle's senior
director of corporate communications, denied the allegation and
instead assured that his company is trying to position the Debtor
for success.  Citing Mr. Borella, the report states that Giant
Eagle "has proposed a bankruptcy plan that will allow any Seegrid
investor to participate in Seegrid's ongoing business on the same
terms as Giant Eagle.  Giant Eagle has provided continued funding
to Seegrid and a commitment to future investment.  Upon approval
by the bankruptcy court, Giant Eagle's investments will enable
Seegrid to continue to pay creditors and employees during this
time of transition."

                    About Seegrid Corporation

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

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


SEEGRID CORP: Gets Nod for December Hearing on Ch. 11 Plan
----------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Brendan L. Shannon will
hold on Dec. 10 a combined disclosure statement and plan
confirmation hearing in Seegrid Corp.'s bankruptcy case.
According to the report, Judge Shannon said he is sympathetic to
timing concerns raised by former CEO Anthony Horbal but
nevertheless agreed to hold a combined hearing on the robotics
developer's prepackaged Chapter 11 plan.

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

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


SHELBOURNE NORTH: $394,000 in Claims Switched Hands By Oct. 2
-------------------------------------------------------------
In the Chapter 11 case of Shelbourne North Water Street L.P., a
total of two claims switched hands from Sept. 9, 2014, to Oct. 2,
2014:

     Transferee                   Transferor        Claim Amount
     ----------                   ----------        ------------
RMW CLP Acquisitions II, LLC      AECOM USA, Inc.   $338,081.37
Liquidity Solutions, Inc.         CMGRP, Inc.        $56,645.48

             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
(Bankr. D. Del. Case No. 13-12652) on Oct. 10, 2013.  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
effort.


SIFCO SA: Noteholders Fail to Stymie Ch. 15 Recognition
-------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Robert Gerber in New
York granted Brazilian auto parts manufacturer Sifco SA's petition
for recognition of its foreign bankruptcy proceeding as a "foreign
main proceeding" under Chapter 15 of the U.S. Bankruptcy Code,
over the objection of a group of noteholders that contended Sifco
couldn't be trusted to treat them fairly.

According to the report, the noteholder group holding about $23.7
million of the principal amount of the senior secured notes raised
questions about whether Sifco or its foreign representative,
Rubens Leite, can provide sufficient protection to noteholders.
Judge Gerber allowed Leite to serve as foreign representative,
ordered that the collateral account be left in its current state,
and didn't condition recognition on the appointment of an
examiner.

                          About SIFCO SA

Brazilian company SIFCO SA began its operations in 1958, and today
it believes that it is the sole producer and supplier of front
axles and I-beams for trucks and buses in South America.  SIFCO's
management and engineers are located outside Sao Paulo, Brazil in
the City of Jundiai, Brazil, where it also maintains manufacturing
and foundry facilities.

In the 1960s, SIFCO was dedicated to supplying the then-recently
created domestic Brazilian automotive industry. Eventually, SIFCO
began producing high technology forging components in compliance
with the most comprehensive requirements of several automotive
industry segments, such as tractors and agricultural machines,
among others.

SIFCO commenced a bankruptcy restructuring in Brazil on April 22,
2014.  A day later, on April 23, it filed a Chapter 15 petition in
U.S. Bankruptcy Court (Bankr. S.D.N.Y. Case No. 14-bk-11179) in
Manhattan, New York.

SIFCO distributes products in the U.S. through Westport Axle
Corp., which was a subsidiary until it was sold in late 2013.  The
petition shows assets of less than $500 million and debt exceeding
$500 million.  SIFCO has $75 million outstanding on senior secured
notes with Bank of New York Mellon Corp. as agent.

SIFCO is owned by Sifco Metals Participacoes S.A. which is a
privately owned company.

SIFCO is represented in the U.S. proceedings by Duane Morris LLP,
in New York.


SMITH HEALTH CARE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Smith Health Care, Ltd
           aka Smith Nursing Home
           fdba Smith Nursing & Convalescent
           Home of Mountain Top, Inc.
        453 South Main Street
        Mountaintop, PA 18707

Case No.: 14-05092

Nature of Business: Health Care

Chapter 11 Petition Date: October 31, 2014

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: Hon. Robert N Opel II

Debtor's Counsel: John H. Doran, Esq.
                  DORAN & DORAN, P.C.
                  69 Public Square, Suite 700
                  Wilkes-Barre, PA 18701
                  Tel: 570 823-9111
                  Fax: 570 829-3222
                  Email: jdoran@doran-law.net

                    - and -

                  Lisa M. Doran, Esq.
                  DORAN & DORAN, P.C.
                  69 Public Square, Suite 700
                  Wilkes-Barre, PA 18701
                  Tel: 570 823-9111
                  Fax: 570 829-3222
                  Email: ldoran@doran-law.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Donna L. Strittmatter, president.

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


STICKNEY WEST: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Stickney West C&DD LLC
        3 Hemisphere Way
        Bedford, OH 44146

Case No.: 14-16917

Chapter 11 Petition Date: October 31, 2014

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

Judge: Hon.  Arthur I. Harris

Debtor's Counsel: Jeffrey M Levinson, Esq.
                  LEVINSON LLP
                  3783 S. Green Road
                  Beachwood, OH 44122
                  Tel: 216.514.4935
                  Fax: 216.514.4936
                  Email: jml@jml-legal.com

Total Assets: $51,252

Total Liabilities: $8.56 million

The petition was signed by Todd S. Davis, Esq., authorized
representative.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ohnb14-16917.pdf


T-L CONYERS: Court Approves Valbridge Property as Appraiser
-----------------------------------------------------------
T-L Conyers LLC, T-L Cherokee South, LLC and its debtor-affiliates
sought and obtained permission from the Hon. J. Philip
Klingeberger of the U.S. Bankruptcy Court for the Northern
District of Indiana to employ Valbridge Property Advisors/Shaner
Appraisals, Inc. as appraiser.

The Court authorized the Debtors to:

   (a) employ Valbridge Property to conduct a valuation of the
       property located at the southeast corner of 95th Street and
       Antioch Road in Overland Park, Kansas (the "Property) and
       create an appraisal report based upon its findings; and

   (b) pay Valbridge Property the amount of $7,500 as a post-
       petition retainer from available cash collateral.

MB Financial Bank, N.A. to the use of cash collateral to pay for
such appraisals. MB Financial indicated that it has not consented
to such use and that the Debtors have failed to demonstrate that
MB Financial is adequately protected.

The Debtors reply to MB Financial's objection saying that none of
the objections asserted by MB Financial warrant a denial of the
relief requested by the Debtors in the retention motion.

The Counsel for MB Financial can be reached at:

       Ronald Barliant, Esq.
       GOLDBERG KOHN LTD.
       55 East Monroe Street, Suite 3300
       Chicago, IL 60603
       Tel: (312) 201-4000
       E-mail: ronald.barliant@goldbergkohn.com

Valbridge can be reached at:

       Laird Goldsborough
       VALBRIDGE PROPERTY ADVISORS/
       SHANER APPRAISALS, INC.
       10990 Quivira, Suite 100
       Overland Park, KS 66210
       Tel: (913) 451-1451
       Fax: (913) 529-4121

                       About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10 million to $50 million.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.


TRUMP ENTERTAINMENT: Union Blasts Bid to Stifle Communications
--------------------------------------------------------------
Law360 reported that Unite Here Local 54, which represents more
than 1,000 employees at New Jersey's Trump Taj Mahal, urged a
Delaware bankruptcy judge to reject a motion aimed at controlling
its communications with casino customers, saying the relief sought
by Trump Entertainment Resorts Inc. violates the Constitution and
federal labor law.  According to the report, the union complained
that Trump Entertainment lacks legal grounds to impose the
Bankruptcy Code's automatic stay against the union for talking
with convention attendees about labor disputes arising from the
company's Chapter 11.

                About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to shutter its casinos.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.


TERESA GIUDICE: Can't Serve Term in Halfway House
-------------------------------------------------
Law360 reported that U.S. District Judge Esther Salas in New
Jersey declined to partially convert a 15-month prison sentence
for Teresa Giudice, the "Real Housewives of New Jersey" star
convicted on fraud and tax evasion charges, saying the court
didn't intend for Ms. Giudice to serve time in a halfway house.

According to the report, Ms. Giudice entered a letter motion
pursuant to the Second Chance Act, which allows the federal Bureau
of Prisons to send prisoners to a transitional living facility in
lieu of up to a year of prison time, but Judge Salas adhered to
the findings she made in sentencing Ms. Giudice in early October.

As previously reported by The Troubled Company Reporter, Ms.
Giudice and her husband, Giuseppe, will 15 months and 41 months in
prison, respectively, after pleading guilty to bankruptcy fraud,
tax evasion and other charges.  The couple, who admitted to
concealing their assets in Chapter 7 bankruptcy filings and
fraudulently securing mortgage loans through falsified
applications, must also forfeit $414,588 and serve two years'
probation, the TCR reported, citing a prior Law360 report.
Giuseppe, 43, was fined $10,000, and Teresa, 42, was fined $8,000
by Judge Salas, Law360 said.

The federal case is U.S. v. Giudice et al., case number 2:13-cr-
00495, in the U.S. District Court for the District of New Jersey.

                       About the Giudices

In June 2010, Teresa Giudice, who portrays a role in Real
Housewives of New Jersey, and her husband, Joe, filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New
Jersey.  The Giudices owe creditors $10.85 million.

Chapter 7 trustee John Sywilok sued the Giudices.  The suit
claimed that the Debtors concealed key documents about their
finances and business transactions.  Mr. Sywilok also accused the
couple of making false statements under oath about their assets,
income and expenses.


TWIN CITY HOSPITAL: Summary Judgment Ruling Upheld in D&O Suit
--------------------------------------------------------------
The Court of Appeals of Ohio, Fifth District, Tuscarawas County,
affirmed the November 15, 2013, Judgment Entry entered by the
Tuscarawas County Court of Common Pleas, which granted summary
judgment in favor of Gregg Andrews, et al. and against Mark D.
Kozel, as Chapter 7 Trustee for Twin City Hospital.

The Chapter 7 Trustee took an appeal from that judgment.

Twin City Hospital is a small rural acute care hospital located in
Dennison, Tuscarawas County, Ohio. Twin City has served the
community for over 100 years.

On October 13, 2010, Twin City filed Chapter 11 Bankruptcy. The
creditors of Twin City duly elected Kozel as Trustee, replacing
the originally appointed Trustee.  The proceeding under Chapter 11
was subsequently converted to a Chapter 7 proceeding.

On January 23, 2012, Kozel filed a complaint in the U.S.
Bankruptcy Court for the Northern District of Ohio, Eastern
Division, against Carol Hoffman, Marge Jentes, Darrell Pancher,
John Rypien, Bill Surber, Jim Weaver, Dr. Gregg Andrews, Fred
Bollon, Greg DiDonato, Tim McKnight, Rod Rafael, and Doug Ross as
defendants.  They are the former Board Members of Twin City.

Kozel asserted that the former board members acted improperly by
issuing approximately $17.3 million in tax exempt revenue bonds to
fund new construction and renovations to Twin City and to
refinance the hospital's outstanding long-term obligations while
its finances were in poor condition.

On March 12, 2012, Hoffman et al. filed their motion for
abstention, asking the bankruptcy court to exercise its permissive
authority to abstain from hearing the adversary proceeding
pursuant to 28 U.S.C. Sec. 1334(c)(1), and allow the matter to be
heard by the Tuscarawas County Court of Common Pleas. The
bankruptcy court granted Hoffman et al's motion and ordered the
case be filed in the Tuscarawas County Court of Common Pleas.

Kozel filed the instant action on May 22, 2012. A visiting judge
was assigned to the case.  Hoffman et al. filed a Civ.R. 12(B)(6)
motion to dismiss.  Kozel filed a brief in opposition thereto. Via
Order of the Court filed August 15, 2012, the trial court found
the parties' motions presented matters outside the complaint and
ordered the motion to dismiss be treated as a motion for summary
judgment, and permitted the parties to file supplemental briefs
and supporting evidence.

Via Judgment Entry filed November 15, 2013, the trial court
granted summary judgment in favor of Hoffman et al.

The case is, MARK D. KOZEL, AS CHAPTER 7 TRUSTEE FOR TWIN CITY
HOSPITAL, Plaintiff-Appellant, v. GREGG ANDREWS, et al.,
Defendants-Appellees, No. 2013 AP 12 0049 (Ohio App.).  A copy of
the Court of Appeals's October 28, 2014 Opinion is available at
http://bit.ly/1o7LkOxfrom Leagle.com.

Hoffman et al. are represented by:

     Lee E. Plakas, Esq.
     Joshua E. O'farrell, Esq.
     David L. Dingwell, Esq.
     Edmond J. Mack, Esq.
     TZANGAS, PLAKAS & MANNOS
     220 Market Avenue South, 8th Floor
     Canton, OH 44702

Judges William B. Hoffman, P. J., Sheila G. Farmer, J. and John W.
Wise, comprise the appeals court panel.  Judge Hoffman concurred,
in part, and dissented, in part.

                     About Twin City Hospital

Dennison, Ohio-based Twin City Hospital filed for Chapter 11
bankruptcy protection (Bankr. N.D. Ohio Case No. 10-64360) on
Oct. 13, 2010.  Shawn M. Riley, Esq., at McDonald Hopkins LLC,
represents the Debtor in its restructuring effort.  The Debtor
estimated its assets and debts at $10 million to $50 million.

Twin City Hospital has sold substantially all of its assets to
Trinity Hospital Twin City, an affiliate of the Franciscan
Services Corp. for $4.85 million.  The case was converted from a
chapter 11 to a chapter 7 on June 28, 2011, following the sale.
Mark D. Kozel was appointed as Chapter 7 trustee.


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

      Debtor                                     Case No.
      ------                                     --------
      UniTek Global Services, Inc.               14-12471
      1777 Sentry Parkway West
      Gwynedd Hall, Suite 302
      Blue Bell, PA 19422

UniTek Holdings, Inc.                      14-12472
      1777 Sentry Parkway West
      Gwynedd Hall, Suite 302
      Blue Bell, PA 19422

      UniTek Midco, Inc.                         14-12473

      UniTek Acquisition, Inc.                   14-12474

      Nex-Link USA Communications, Inc.          14-12475

      UniTek USA, LLC                            14-12476

      Pinnacle Wireless USA, Inc.                14-12477

      DirectSAT USA, LLC                         14-12478

      FTS USA, LLC                               14-12480

      Advanced Communications USA, Inc.          14-12481

Type of Business: A full service provider of technical services to
                  customers in the wireless telecommunications,
                  public safety, satellite television and
                  broadband cable industries in the United States
                  and Canada.

Chapter 11 Petition Date: November 3, 2014

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

Judge: Hon. Peter J. Walsh

Debtors'            Michael J. Pedrick, Esq.
Counsel:            Justin W. Chairman, Esq.
                    MORGAN, LEWIS & BOCKIUS LLP
                    1701 Market Street
                    Philadelphia, PA 19103-2921
                    Tel: (215) 963-5000
                    Fax: (215) 963-5001
                    E-mail: mpedrick@morganlewis.com
                           jchairman@morganlewis.com

                       - and -

                    Neil E. Herman, Esq.
                    Wendy S. Walker, Esq.
                    MORGAN, LEWIS & BOCKIUS LLP
                    101 Park Avenue
                    New York, New York 10178-0060
                    Tel: (212) 309-6000
                    Fax: (212) 309-6001
                    E-mail: nherman@morganlewis.com

Debtors'            Robert S. Brady, Esq.
Co-Counsel:         M. Blake Cleary, Esq.
                    YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                    1000 North King Street
                    Wilmington, DE 19801
                    Tel: 302-571-6600
                    Fax: 302-571-1253
                    E-mail: rbrady@ycst.com
                           mbcleary@ycst.com

                       - and -

                    Kenneth J. Enos, Esq.
                    YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                    Rodney Square
                    1000 North King Street
                    Wilmington, DE 19801
                    Tel: 302-571-6600
                    E-mail: kenos@ycst.com

Debtors' Notice &   EPIQ BANKRUPTCY SOLUTIONS, LLC
Claims Agent and
Administrative
Advisor:

Debtors'            MILLER BUCKFIRE & CO. LLC
Financial
Advisor:

Debtors'            PROTIVITI INC.
Restructuring
Advisor:

Unitek Global's Total Assets: $3.2MM as of Sept. 30, 2014

Unitek Global's Total Liabilities: $186MM as of Sept. 30, 2014

The petitions were signed by Andrew J. Herning, chief financial
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:



   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
DirecTV                                Trade          $7,614,520
Attn: Stacie Saito
P.O. Box 100455
Pasadena, CA 91189-0455
Tel: 310-964-4398
E-mail: SASaito@DIRECTV.COM

Edward Monroe                       Litigation        $5,000,000
Attn: Anna P. Prakash, Esq.
4600 IDS Center, 80 So. 8th St.
Minneapolis, MN 55402
Tel: 612-256-3200
E-mail: aprakash@nka.com

Skylink Ltd.                        Transaction       $1,950,000
Attn: Jennifer R. Hoover, Esq.
Benesch, Friedlander, Coplan &
Aronoff LLP
222 Delaware Avenue, Suite 801
Wilmington, DE 19801
Tel: 302-442-7006
Fax: 302-442-7012
E-mail: jhoover@beneschlaw.com

Automotive Rentals Inc.             Equipment Lease   $1,049,634
Attn: Will Thomas
4001 Leadenhall Road
Mt. Laurel, NJ 08054
Tel: 856-778-1500
E-mail: WThomas@arifleet.com

Fox Rothschild LLP                 Professional Fee     $795,795
Attn: Colin Dougherty
P.O. Box 3001
Blue Bell, PA 19422
Tel: 610-397-3908
E-mail: cdougherty@foxrothschild.com

Verizon Wireless                         Trade          $637,446
Attn: Chinela Davis
175 Calkins Road
Rochester, NY 14623
Tel: 800-811-6200x1072438
E-mail: chinela.davis@verizon.com

Gallant Fox Electric Corporation         Trade          $555,535
Attn: Robert Mancini
27 West 20th St. Suite 703
New York, NY 10011
Tel: 212-255-2355
Fax: 718-581-0775

Ryder Transporation Services            Trade           $496,394
Attn: Steve Zeady, VP Maintenance
Solutions
11690 NW 105th Street
Miami, FL 33178
Tel: 305-500-3906
E-mail: szeady@ryder.com

Barons Utilities Corp.                  Trade           $469,810
Attn: Sandra L. Garling
90 Harts Lane
Albany, NY 12204
Tel: 518-456-12204
E-mail: sgarling@baroncompanies.com

Winmark Capital Corporation             Equipment       $437,307
Attn: Steven C. Zola                    Lease
605 Highway 169 N. Suite 400
Minneapolis, MN 55441
Tel: 805-966-3500 x11
E-mail: szola@winmarkcorporation.com

Northeast Towers Inc.                   Trade           $403,135
Attn: Jim Wicks
199 Brickyard Rd
Farmington, CT 06032
Tel: 860-677-1999
E-mail: jim@northeasttowers.com

Oracle America, Inc.                    Trade           $353,382
Attn: Kushal Shriyan
P.O. Box 203448
Dallas, TX 75320
Tel: 91-804-065-6988(India)
E-mail: kushal.shriyan@oracle.com

Wireless Construction                   Trade           $267,045
Solutions LLC
Attn: Matthew T. Libous
190 Bedford Ave. Suite 418
Brooklyn, NY 11249
Tel: 917-273-4542
E-mail: mlibous@wcsnys.com

Trimble Navigation Limited              Trade           $262,048
Attn: Alvin Tam
Dept 33209 P.O. Box 39000
San Francisco, CA 94139
Tel: 408-456-6631
E-mail: Alvin_Tam@trimble.com

Extended Stay Hotels                    Trade           $254,813
Attn: LaToya Potts
P.O. Box 49289
Charlotte, NC 28277
Tel: 980-345-1936
E-mail: lpotts@extendedstay.com

Hutton Communications                   Trade           $223,063

American Tower Corporation              Trade           $217,712

Great Lakes Aerial Maintenance          Trade           $215,500
and Construction, Co., Inc.

Sky King                            Subcontractor       $215,221

Grant Thornton LLP                 Professional Fee     $175,000

Valmont Site PRO 1                      Trade           $153,443

CEI Group, Inc., The                    Trade           $152,915

Industrial Control                      Trade           $148,200
Distributors Inc.

New Boston Prism Hackensack-20119        Rent           $144,278

Comdata                                 Trade           $141,880

NX Utilities LLC                     Transaction        $138,145

Mexus Inc.                          Subcontractor       $133,696

SBA Communications Corporation          Trade           $130,212

Pctelworx Inc.                          Trade           $123,386

Sunbelt Rentals Inc.                    Trade           $122,299


US SECURITY ASSOCIATES: S&P Affirms B CCR & Alters Outlook to Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Georgia-based contracted security services
company U.S. Security Associates Holdings Inc. (USS) and revised
the outlook to negative from stable.

In addition, S&P affirmed its 'B' issue-level rating on the
company's senior secured bank credit facility.  The recovery
rating remains '3', indicating S&P's expectation for meaningful
(50% to 70%) recovery for secured creditors in the event of a
payment default.

"We are revising our outlook on USS to reflect the potential for
weakening operating performance next year and the potential for a
financial covenant violation absent a meaningful improvement in
leverage or relief provided by the bank group," said Standard &
Poor's credit analyst Jacqueline Hui.  "The maximum leverage
covenant steps down in upcoming quarters and we expect covenant
cushion to significantly tighten in the absence of material
leverage improvement, with a potential violation occurring in the
third quarter of 2015."

Standard & Poor's expects USS to continue to prioritize small
tuck-in acquisitions over debt reduction.  Also, though the
company's operating performance is slowly improving as it
addresses integration missteps related to the Andrews acquisition,
S&P forecasts adjusted credit metrics to remain weak.  S&P's base-
case scenario reflects modest organic sales growth and relatively
stable margins over the next year, with adjusted leverage in the
high-7x area, adjusted funds from operations to total debt below
6%, and adjusted EBITDA interest coverage around 1.7x.  This
compares to about 8x, about 4%, and about 1.6x, respectively, for
the 12 months ended June 30, 2014.  However, S&P also believes
there could be profit headwinds if the company is unable to fully
pass through or otherwise offset costs related to the Affordable
Care Act.  These factors support our assessment of the company's
financial risk profile is "highly leveraged".

S&P also bases its ratings on USS on its narrow business focus,
competitive operating environment, low barriers to entry, and
exposure to changes in the structure of health care.  These
factors support our "weak" business risk assessment.


VARIANT HOLDING: Hearing Delayed After Ch. 11 Deal Draws Fire
-------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Brendan L. Shannon in
Wilmington, Del., pushed back the hearing to consider approval of
the deal between Variant Holding Co. LLC and creditor Beach Point
Capital Management LP after three creditors for one of Variant's
non-debtor subsidiaries objected to the settlement and the short
amount of time it would have to mount a case against the Debtor.

According to the report, the creditors -- IMH Financial Corp.,
Royal Multifamily Ventures 2013 -1 LLC and Royal Multifamily
Promote 2013-1 LLC -- complain that the settlement, which would
have Beach Point provide up to $10 million in DIP financing and
which implements a protocol for the Debtor to sell off part of its
$300 million real estate portfolio, decides who has the rights to
proceeds from sales of non-debtor subsidiaries that are many times
removed in ownership from Variant to the detriment of the IMH
creditors.

                      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.


W.R. GRACE: Former Workers Seek OK to Sue Insurer Over Asbestos
---------------------------------------------------------------
Law360 reported that two former W.R. Grace & Co. employees
launched an adversary proceeding asking the U.S. Bankruptcy Court
in Delaware to declare that their planned lawsuit against Maryland
Casualty Co. won't violate the so-called channeling injunction
under the chemical company's Chapter 11 plan.

According to the report, Ralph Hutt and Carl Osborn, who allege
they were sickened from asbestos exposure at Grace's Libby,
Montana, mill, plan to sue the insurer of negligence for allegedly
designing a poor industrial hygiene program at the Montana
facility, failing to conduct proper inspections and falling to
warn employees of the risk of asbestos exposure.  The former
workers' bad faith claim alleges the insurer hid information about
the facility's dangers in order to prevent employees from filing
occupational disease claims before they were time-barred, the
report related.

The adversary case is Hutt et al. v. Maryland Casualty Co., case
number 1:14-ap-50867, in the U.S. Bankruptcy Court for the
District of Delaware.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  Grace employs
approximately 6,500 people in over 40 countries and had 2012 net
sales of $3.2 billion.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).

The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq.,
and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Wilmington, Delaware.

The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.
Mr. Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.  The FCR is represented by Orrick Herrington &
Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as
Delaware co-counsel; and Lincoln Partners Advisors LLC as
financial adviser.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

W.R. Grace defeated four appeals from approval of the Plan.  A
fifth appeal was by secured bank lenders claiming the right to
$185 million of interest at the contractual default rate.
Pursuant to a settlement announced in December 2013, lenders are
to receive $129 million in settlement of the claim for additional
interest.


WALTER ENERGY: Bank Debt Trades at 14% Off
------------------------------------------
Participations in a syndicated loan under which Walter Energy, Inc
is a borrower traded in the secondary market at 86.15 cents-on-
the-dollar during the week ended Friday, Oct. 31, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 1.35
percentage points from the previous week, The Journal relates.
Walter Energy, Inc. pays 575 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 14, 2018.  The
bank debt carries Moody's Ba3 rating and Standard & Poor's B-
rating.  The loan is one of the biggest gainers and losers among
255 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


* More Cases Being Disposed by Way of 11 U.S.C. Sec. 363 Sale
-------------------------------------------------------------
Brian L. Davidoff, writing for Corpcounsel.com, reports that more
and more cases these days are being disposed of by way of a
relatively quick Section 363 sale.

According to Corpcounsel.com, the timeline to conduct a 363 sale
has decreased from about 350 days in 1980 to under 100 days in
2013, with much of the acceleration coming in the last few years.
The report says that the increase in speed include: (i) greater
judicial acceptance; (ii) availability of capital (or lack
thereof) -- private equity groups, hedge funds and other specialty
DIP lenders seem more interested to deploy their capital, often on
a secured interim DIP financing basis, with a view toward becoming
a credit buyer in a follow-on transaction; and (iii) increasingly
enormous cost to turn a company around in a traditional Chapter 11
versus lesser cost brought by a quickly structured Section 363
sale occurring within the first 60 or 90 days of a bankruptcy
case.

Corpcounsel.com relates that the largest cases attract public
attention, but smaller companies are also engaging in relatively
quick all-asset sales.


* Restructuring Pros Want Bankr. Restrictions for Schools Eased
---------------------------------------------------------------
Regulations could be amended so that higher education institutes
don't immediately lose their eligibility for Title IV federal
student aid program upon filing for bankruptcy, Maria Chutchian,
writing for Forbes, reports, citing Joseph Smolinsky, a partner at
Weil Gotshal & Manges, and other industry watchers.

Restructuring attorneys, according to Forbes, want Congress to
consider easing this restriction, among others.  Mr. Smolinsky and
the industry watchers suggest a 90-day window between a filing and
the date financing is terminated, the report states.

Forbes relates that postsecondary schools that enter bankruptcy
still have the option of selling their assets.  Forbes adds that
financially strained colleges can also restructure their debt
outside of a courtroom if they don't want to lose their Title IV
funding and be forced into a sale or wind-down process.


* bestattorneysonline.com Unveils Ratings of Top Bankruptcy Firms
-----------------------------------------------------------------
The independent authority on legal services,
bestattorneysonline.com, has named their ratings of the 30 best
financial legal services in the legal industry for the month of
November 2014.  Each year thousands of legal services are put to
the test by an independent research team dedicated to selecting
notable vendors.  The ratings are separated based on the type of
firm being provided.

A copy of the rankings of the best bankruptcy and debt legal firms
for November 2014 is available at http://is.gd/vlgbgK

The bestattorneysonline.com independent research team spends time
analyzing debt legal firms by taking a meticulous look at key
strengths and competitive advantages of competing legal firms.
The recommendations are created through the use of a set of
evaluation criteria.  The five criteria used to benchmark and
compare firms include chapter 11, chapter 7, bankruptcy, debt
analysis, and collections.  Legal firms are put to the test to
ensure the top firms are listed to assist businesses in selecting
the absolute top firms to meet their specific requirements.

                  About bestattorneysonline.com

bestattorneysonline.com is an online producer of independent
reviews and ratings.  The ratings of the best legal agencies are
released monthly to assist businesses in connecting with financial
legal agencies which feature a history of effective services.
Thousands of legal agencies are put to the test while only the
absolute best agencies are featured in the ratings.


* Frank J. Vecchione Honored as 50-Year Members of ECBA
-------------------------------------------------------
Frank J. Vecchione, a director in Gibbons P.C.'s Financial
Restructuring & Creditors' Rights Department, along with Michael
R. Griffinger, a director in the Business & Commercial Litigation
Department, was honored as Fifty-Year member of the Essex County
Bar Association at the organization's annual dinner on Oct. 16,
2014.

Mr. Vecchione represents distressed debtors (including law firms)
in the restructuring of their financial affairs, both outside of
court and in court under Chapter 11 of the Bankruptcy Code.  He
also represents trustees and other fiduciaries in both state and
federal court.  Mr. Vecchione has spent the bulk of his
professional career representing parties, mainly debtors, in the
restructuring of their financial affairs.  At the same time, for
21 years, he was an adjunct professor at Seton Hall Law School,
offering a course in debtor-creditor relations and bankruptcy. In
1991, Mr. Vecchione was inducted as a fellow in the American
College of Bankruptcy.

At Gibbons, Mr. Griffinger's practice is focused primarily on
sophisticated corporate and commercial disputes, securities
litigation, and antitrust matters.  He has recently served as
chairman of the Judicial and Prosecutorial Appointments Committee
of the New Jersey State Bar Association; chairman of the Board of
Volunteer Lawyers for Justice; and chairman of the Board of Legal
Services Foundation.

Twelve other prominent lawyers and judges were also honored at the
event, where Governor Brendan T. Byrne received the 2014 Lifetime
Achievement Award.

Gibbons also announced its 2014 class of fall associates, which
includes four recent clerks for the Superior Court of New Jersey,
Appellate Division; one for the Supreme Court of New Jersey; and
two for the United States District Courts.  In addition, fall
associate June Kim was selected through the National Asian Pacific
American Bar Association's 2014 NAPABA-Prudential Law Fellowship
program, a new partnership that provides challenging post-
graduation employment to a recent law school graduate.

The fall associates, along with their practice areas, are: (a)
Jake F. Goodman, Criminal Defense; (b) Randy A. Gray, Products
Liability; (c) Charlotte Howells, Business & Commercial
Litigation; (d) June Kim, Corporate; (e) Daniel J. McGrady,
Business & Commercial Litigation; (f) Ana Isabel Mu¤oz, John J.
Gibbons in Public Interest & Constitutional Law; (g) Amanda M.
Munsie, Products Liability; and (h) Kaitlyn E. Stone, Business &
Commercial Litigation.

According to Gibbons, fully 75% of its litigation attorneys served
for federal or state judges, including many sitting judges and
justices of the Third Circuit Court of Appeals; U.S. District
Courts; state supreme courts; state appellate courts; and many
chancery courts throughout the region.


* Olshan Bankr. Partners Publish Article on Lessons From Genco
--------------------------------------------------------------
Michael Fox, Esq., Adam Friedman, Esq., and Jordanna Nadritch,
Esq., partners at Oshan Frome Wolosky LLP, authored the article
"Genco Shipping: Valuation Lessons Learned from 'Underwater'
Equity" published by BNA Insights, which discusses the pre-
packaged Chapter 11 case where equity holders fought for a
recovery, the U.S. Bankruptcy Court for the Southern District of
New York confirmed Genco Shipping's Chapter 11 plan, favoring an
alternative asset-based valuation over the more widely accepted
discounted cash flow method.  Olshan posted on its website that
the valuation approved by the Court left equity underwater and
demonstrates the practical and strategic implications involved in
a valuation contest and discusses the key lessons to be learned
from the Genco decision for both equity owners and investors.


* Two Otterbourg Members Named in 2014 Irish Legal 100
------------------------------------------------------
Otterbourg P.C. members John J. Hanley, of the corporate group,
and Thomas P. Duignan, of the banking and finance group, have been
ranked in the 2014 Irish Legal 100 by the Irish Voice.  Awards
were presented to the honorees on Oct. 30 during a ceremony hosted
by Anne Anderson, the Irish ambassador to the United States, at
her residence in Washington, DC.
The Irish Legal 100 is comprised of some of the most accomplished
and distinguished lawyers of Irish descent from all across the
United States.  The honorees were selected based upon peer
nominations, law school and bar association monitoring and other
legal rankings.  Lawyers are chosen from the judiciary,
government, law firms, in-house counsel and law schools.

Mr. Hanley represents hedge funds, investment banks, trading
desks, and special purpose vehicles in the purchase and sale of
bank loans and other financial claims in the U.S., European, Latin
American and Asia Pacific markets.  He also represents lenders and
arrangers in syndicated loan transactions and underwriters,
initial purchasers and placement agents in the offering and sale
of debt and equity securities in 144A and Regulation D
transactions.

Mr. Duignan focuses his practice on complex asset-based lending,
commercial lending, vendor and equipment financing, and on
representing buyers and sellers of financial assets.  He has wide-
ranging experience with syndicated and single lender transactions,
multicurrency transactions, cross border transactions, letters of
credit, and intercreditor arrangements. His clients typically
include banks, finance companies and hedge funds.

                     About Otterbourg P.C.

Otterbourg P.C. offers clients a unique combination of legal
insight and practical solutions and is known for its integrity,
stability and business knowledge.  The firm regularly represents
clients in matters of national and international scope, including
institutional lenders and creditors such as banks, asset-based
lenders, hedge funds and private equity firms.  The firm?s
practice includes domestic and cross-border financings, litigation
and alternative dispute resolutions, mergers and acquisitions and
other corporate transactions, real estate, restructuring and
bankruptcy proceedings, and trusts and estates.


* Large Companies With Insolvent Balance Sheet
----------------------------------------------

                                                Total
                                               Share-      Total
                                     Total   Holders'    Working
                                    Assets     Equity    Capital
  Company          Ticker             ($MM)      ($MM)      ($MM)
  -------          ------           ------   --------    -------
6D GLOBAL TECHNO   SIXD US             -        (15.1)     (15.1)
ABSOLUTE SOFTWRE   ABT CN            129.2       (9.4)       0.4
ABSOLUTE SOFTWRE   ABT2EUR EU        129.2       (9.4)       0.4
ABSOLUTE SOFTWRE   OU1 GR            129.2       (9.4)       0.4
ABSOLUTE SOFTWRE   ALSWF US          129.2       (9.4)       0.4
ADVANCED CELL TE   T2N1 GR             5.5       (5.8)      (4.8)
ADVANCED CELL TE   ACTC US             5.5       (5.8)      (4.8)
ADVANCED EMISSIO   ADES US           106.4      (46.1)     (15.3)
ADVANCED EMISSIO   OXQ1 GR           106.4      (46.1)     (15.3)
ADVENT SOFTWARE    AXQ GR            432.9      (76.3)    (106.9)
ADVENT SOFTWARE    ADVS US           432.9      (76.3)    (106.9)
AEMETIS INC        AMTX US            95.4       (1.1)     (18.1)
AIR CANADA-CL A    ADH TH         10,522.0   (1,822.0)    (226.0)
AIR CANADA-CL A    ADH GR         10,522.0   (1,822.0)    (226.0)
AIR CANADA-CL A    AIDIF US       10,522.0   (1,822.0)    (226.0)
AIR CANADA-CL A    AC/A CN        10,522.0   (1,822.0)    (226.0)
AIR CANADA-CL B    AC/B CN        10,522.0   (1,822.0)    (226.0)
AIR CANADA-CL B    AIDEF US       10,522.0   (1,822.0)    (226.0)
ALLIANCE HEALTHC   AIQ US            468.1     (131.0)      59.7
AMC NETWORKS-A     9AC GR          3,685.9     (396.1)     689.3
AMC NETWORKS-A     AMCX US         3,685.9     (396.1)     689.3
AMC NETWORKS-A     AMCX* MM        3,685.9     (396.1)     689.3
AMER RESTAUR-LP    ICTPU US           33.5       (4.0)      (6.2)
AMYLIN PHARMACEU   AMLN US         1,998.7      (42.4)     263.0
AMYRIS INC         AMRS US           284.1     (139.7)      74.4
ANGIE'S LIST INC   ANGI US           161.0      (39.4)     (22.7)
ANGIE'S LIST INC   8AL TH            161.0      (39.4)     (22.7)
ANGIE'S LIST INC   8AL GR            161.0      (39.4)     (22.7)
ARRAY BIOPHARMA    ARRY US           139.1      (25.7)      68.9
AUTOZONE INC       AZ5 GR          7,517.9   (1,621.9)    (960.5)
AUTOZONE INC       AZO US          7,517.9   (1,621.9)    (960.5)
AUTOZONE INC       AZ5 TH          7,517.9   (1,621.9)    (960.5)
AUTOZONE INC       AZOEUR EU       7,517.9   (1,621.9)    (960.5)
AVALANCHE BIOTEC   AVU GR             54.8       43.0       48.9
AVALANCHE BIOTEC   AAVL US            54.8       43.0       48.9
AVID TECHNOLOGY    AVID US           191.9     (349.4)    (150.5)
BENEFITFOCUS INC   BTF GR            141.0      (14.6)      52.3
BENEFITFOCUS INC   BNFT US           141.0      (14.6)      52.3
BERRY PLASTICS G   BERY US         5,419.0     (118.0)     654.0
BERRY PLASTICS G   BP0 GR          5,419.0     (118.0)     654.0
BRP INC/CA-SUB V   DOO CN          1,895.9      (44.8)     133.6
BRP INC/CA-SUB V   B15A GR         1,895.9      (44.8)     133.6
BRP INC/CA-SUB V   BRPIF US        1,895.9      (44.8)     133.6
BURLINGTON STORE   BURL US         2,555.3     (140.1)     102.3
BURLINGTON STORE   BUI GR          2,555.3     (140.1)     102.3
CABLEVISION SY-A   CVC US          6,701.1   (5,133.2)     338.4
CABLEVISION SY-A   CVY GR          6,701.1   (5,133.2)     338.4
CABLEVISION-W/I    8441293Q US     6,701.1   (5,133.2)     338.4
CABLEVISION-W/I    CVC-W US        6,701.1   (5,133.2)     338.4
CADIZ INC          CDZI US            57.9      (45.6)       4.7
CAESARS ENTERTAI   C08 GR         27,069.4   (2,578.4)   1,716.6
CAESARS ENTERTAI   CZR US         27,069.4   (2,578.4)   1,716.6
CAPMARK FINANCIA   CPMK US        20,085.1     (933.1)       -
CASELLA WASTE      CWST US           656.6       (7.6)     (11.6)
CATALENT INC       0C8 GR          3,090.2     (367.3)     234.5
CATALENT INC       CTLT US         3,090.2     (367.3)     234.5
CENTENNIAL COMM    CYCL US         1,480.9     (925.9)     (52.1)
CHOICE HOTELS      CZH GR            664.2     (397.0)     206.0
CHOICE HOTELS      CHH US            664.2     (397.0)     206.0
CIENA CORP         CIEN TE         2,100.4      (45.2)     889.3
CIENA CORP         CIE1 TH         2,100.4      (45.2)     889.3
CIENA CORP         CIE1 GR         2,100.4      (45.2)     889.3
CIENA CORP         CIEN US         2,100.4      (45.2)     889.3
CINCINNATI BELL    CBB US          2,176.9     (556.0)     337.7
CIVITAS SOLUTION   1CI TH          1,031.5      (62.0)      66.1
CIVITAS SOLUTION   CIVI US         1,031.5      (62.0)      66.1
CIVITAS SOLUTION   1CI GR          1,031.5      (62.0)      66.1
CLEAR CHANNEL-A    CCO US          6,383.9     (132.6)     376.9
CLEAR CHANNEL-A    C7C GR          6,383.9     (132.6)     376.9
CLIFFS NATURAL R   CLF* MM         4,811.2     (177.3)     242.3
CLIFFS NATURAL R   CVA GR          4,811.2     (177.3)     242.3
CLIFFS NATURAL R   CVA TH          4,811.2     (177.3)     242.3
CLIFFS NATURAL R   CLF US          4,811.2     (177.3)     242.3
CORINDUS VASCULA   CVRS US             0.0       (0.0)      (0.0)
DERMIRA            DERM US            16.5       (2.2)       3.9
DIPLOMAT PHARMAC   DPLO US           338.9       30.1      (43.4)
DIPLOMAT PHARMAC   7DP GR            338.9       30.1      (43.4)
DIRECTV            DIG1 GR        22,126.0   (6,127.0)    (624.0)
DIRECTV            DTVEUR EU      22,126.0   (6,127.0)    (624.0)
DIRECTV            DTV US         22,126.0   (6,127.0)    (624.0)
DIRECTV            DTV CI         22,126.0   (6,127.0)    (624.0)
DOMINO'S PIZZA     DPZ US            510.9   (1,281.7)     112.9
DOMINO'S PIZZA     EZV GR            510.9   (1,281.7)     112.9
DOMINO'S PIZZA     EZV TH            510.9   (1,281.7)     112.9
DUN & BRADSTREET   DB5 TH          1,773.4   (1,077.1)     (60.3)
DUN & BRADSTREET   DB5 GR          1,773.4   (1,077.1)     (60.3)
DUN & BRADSTREET   DNB US          1,773.4   (1,077.1)     (60.3)
EDGEN GROUP INC    EDG US            883.8       (0.8)     409.2
EMPIRE RESORTS I   LHC1 GR            46.1       (9.5)      (7.2)
EMPIRE RESORTS I   NYNY US            46.1       (9.5)      (7.2)
EMPIRE STATE -ES   ESBA US         1,122.2      (31.6)    (925.9)
EMPIRE STATE-S60   OGCP US         1,122.2      (31.6)    (925.9)
EOS PETRO INC      EOPT US             1.7       (4.4)      (5.6)
FAIRPOINT COMMUN   FRP US          1,524.8     (360.6)      20.9
FAIRPOINT COMMUN   FONN GR         1,524.8     (360.6)      20.9
FERRELLGAS-LP      FEG GR          1,572.3     (111.6)       9.9
FERRELLGAS-LP      FGP US          1,572.3     (111.6)       9.9
FMSA HOLDINGS IN   FMSAEUR EU      1,375.5      (82.0)     232.3
FMSA HOLDINGS IN   FMSA US         1,375.5      (82.0)     232.3
FMSA HOLDINGS IN   FM1 GR          1,375.5      (82.0)     232.3
FMSA HOLDINGS IN   FM1 TH          1,375.5      (82.0)     232.3
FREESCALE SEMICO   1FS GR          3,306.0   (3,593.0)   1,333.0
FREESCALE SEMICO   FSL US          3,306.0   (3,593.0)   1,333.0
FREESCALE SEMICO   1FS TH          3,306.0   (3,593.0)   1,333.0
GAMING AND LEISU   2GL GR          2,581.7      (72.9)     (41.1)
GAMING AND LEISU   GLPI US         2,581.7      (72.9)     (41.1)
GENCORP INC        GY US           1,749.7      (48.5)      70.2
GENCORP INC        GCY TH          1,749.7      (48.5)      70.2
GENCORP INC        GCY GR          1,749.7      (48.5)      70.2
GENTIVA HEALTH     GTIV US         1,250.6     (285.7)     112.2
GENTIVA HEALTH     GHT GR          1,250.6     (285.7)     112.2
GLG PARTNERS INC   GLG US            400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US          400.0     (285.6)     156.9
GOLD RESERVE INC   GRZ CN             29.9       (4.2)       9.9
GOLD RESERVE INC   GDRZF US           29.9       (4.2)       9.9
GRAHAM PACKAGING   GRM US          2,947.5     (520.8)     298.5
HCA HOLDINGS INC   2BH TH         29,825.0   (6,018.0)   2,895.0
HCA HOLDINGS INC   HCA US         29,825.0   (6,018.0)   2,895.0
HCA HOLDINGS INC   2BH GR         29,825.0   (6,018.0)   2,895.0
HD SUPPLY HOLDIN   5HD GR          6,714.0     (701.0)   1,438.0
HD SUPPLY HOLDIN   HDS US          6,714.0     (701.0)   1,438.0
HERBALIFE LTD      HLFEUR EU       2,435.7     (404.1)     552.4
HERBALIFE LTD      HOO GR          2,435.7     (404.1)     552.4
HERBALIFE LTD      HLF US          2,435.7     (404.1)     552.4
HOVNANIAN ENT-A    HOV US          1,893.7     (443.1)   1,107.3
HOVNANIAN ENT-B    HOVVB US        1,893.7     (443.1)   1,107.3
HOVNANIAN-A-WI     HOV-W US        1,893.7     (443.1)   1,107.3
HUBSPOT INC        096 GR             52.1       (5.3)     (22.1)
HUBSPOT INC        HUBS US            52.1       (5.3)     (22.1)
HUGHES TELEMATIC   HUTCU US          110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTC US           110.2     (101.6)    (113.8)
IHEARTMEDIA INC    IHRT US        14,752.2   (9,315.2)   1,225.6
INCYTE CORP        INCY US           785.3      (89.6)     538.0
INCYTE CORP        ICY TH            785.3      (89.6)     538.0
INCYTE CORP        ICY GR            785.3      (89.6)     538.0
INFOR US INC       LWSN US         6,778.1     (460.0)    (305.9)
IPCS INC           IPCS US           559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US           124.7      (64.8)       2.2
JUST ENERGY GROU   1JE GR          1,511.6     (169.0)     230.1
JUST ENERGY GROU   JE CN           1,511.6     (169.0)     230.1
JUST ENERGY GROU   JE US           1,511.6     (169.0)     230.1
L BRANDS INC       LTD GR          6,870.0     (503.0)   1,119.0
L BRANDS INC       LTD TH          6,870.0     (503.0)   1,119.0
L BRANDS INC       LB US           6,870.0     (503.0)   1,119.0
LEAP WIRELESS      LWI TH          4,662.9     (125.1)     346.9
LEAP WIRELESS      LWI GR          4,662.9     (125.1)     346.9
LEAP WIRELESS      LEAP US         4,662.9     (125.1)     346.9
LEE ENTERPRISES    LEE US            828.2     (165.0)     (26.0)
LORILLARD INC      LO US           3,275.0   (2,155.0)     918.0
LORILLARD INC      LLV TH          3,275.0   (2,155.0)     918.0
LORILLARD INC      LLV GR          3,275.0   (2,155.0)     918.0
MANNKIND CORP      NNF1 GR           236.3      (46.4)     (74.3)
MANNKIND CORP      NNF1 TH           236.3      (46.4)     (74.3)
MANNKIND CORP      MNKD US           236.3      (46.4)     (74.3)
MARRIOTT INTL-A    MAQ TH          6,847.0   (1,842.0)  (1,186.0)
MARRIOTT INTL-A    MAQ GR          6,847.0   (1,842.0)  (1,186.0)
MARRIOTT INTL-A    MAR US          6,847.0   (1,842.0)  (1,186.0)
MARRIOTT INTL-A    MAQ QT          6,847.0   (1,842.0)  (1,186.0)
MDC PARTNERS-A     MD7A GR         1,707.3      (86.7)    (256.5)
MDC PARTNERS-A     MDCA US         1,707.3      (86.7)    (256.5)
MDC PARTNERS-A     MDZ/A CN        1,707.3      (86.7)    (256.5)
MERITOR INC        AID1 GR         2,810.0     (527.0)     373.0
MERITOR INC        MTOR US         2,810.0     (527.0)     373.0
MERRIMACK PHARMA   MACK US           129.8      (77.1)      13.0
MERRIMACK PHARMA   MP6 GR            129.8      (77.1)      13.0
MICHAELS COS INC   MIM GR          1,716.0   (2,734.0)     493.0
MICHAELS COS INC   MIK US          1,716.0   (2,734.0)     493.0
MONEYGRAM INTERN   MGI US          4,600.2     (157.2)      87.1
MORGANS HOTEL GR   M1U GR            684.8     (211.2)     124.9
MORGANS HOTEL GR   MHGC US           684.8     (211.2)     124.9
MOXIAN CHINA INC   MOXC US             4.9       (1.2)      (4.0)
MPG OFFICE TRUST   1052394D US     1,280.0     (437.3)       -
NATIONAL CINEMED   XWM GR          1,005.2     (188.3)      79.1
NATIONAL CINEMED   NCMI US         1,005.2     (188.3)      79.1
NAVISTAR INTL      IHR GR          7,702.0   (4,046.0)   1,126.0
NAVISTAR INTL      NAV US          7,702.0   (4,046.0)   1,126.0
NAVISTAR INTL      IHR TH          7,702.0   (4,046.0)   1,126.0
NEKTAR THERAPEUT   ITH GR            478.1      (35.4)     213.9
NEKTAR THERAPEUT   NKTR US           478.1      (35.4)     213.9
NORTHWEST BIO      NWBO US            12.6      (29.9)     (30.0)
NORTHWEST BIO      NBYA GR            12.6      (29.9)     (30.0)
NYMOX PHARMACEUT   NYMX US             0.8       (5.8)      (4.0)
OMEROS CORP        OMER US            41.0      (10.6)      26.8
OMEROS CORP        3O8 GR             41.0      (10.6)      26.8
OMTHERA PHARMACE   OMTH US            18.3       (8.5)     (12.0)
PALM INC           PALM US         1,007.2       (6.2)     141.7
PHILIP MORRIS IN   PMI SW         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   4I1 TH         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM1EUR EU      35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM1 TE         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM FP          35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   4I1 GR         35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM US          35,401.0   (8,677.0)    (356.0)
PHILIP MORRIS IN   PM1CHF EU      35,401.0   (8,677.0)    (356.0)
PLAYBOY ENTERP-A   PLA/A US          165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US            165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PGEM US         1,096.8      (91.4)     217.3
PLY GEM HOLDINGS   PG6 GR          1,096.8      (91.4)     217.3
PROTALEX INC       PRTX US             0.8       (9.1)       0.4
PROTECTION ONE     PONE US           562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QDZ GR            445.6      (35.6)     115.6
QUALITY DISTRIBU   QLTY US           445.6      (35.6)     115.6
QUINTILES TRANSN   Q US            3,106.7     (536.2)     511.8
QUINTILES TRANSN   QTS GR          3,106.7     (536.2)     511.8
RADNET INC         PQIA GR           738.4       (2.8)      60.7
RADNET INC         RDNT US           738.4       (2.8)      60.7
RAYONIER ADV       RYAM US         1,246.3      (13.4)     167.3
RAYONIER ADV       RYQ GR          1,246.3      (13.4)     167.3
REGAL ENTERTAI-A   RETA GR         2,675.7     (750.5)      26.2
REGAL ENTERTAI-A   RGC US          2,675.7     (750.5)      26.2
REGAL ENTERTAI-A   RGC* MM         2,675.7     (750.5)      26.2
RENAISSANCE LEA    RLRN US            57.0      (28.2)     (31.4)
RENTPATH INC       PRM US            208.0      (91.7)       3.6
REVLON INC-A       REV US          1,938.7     (571.8)     275.3
REVLON INC-A       RVL1 GR         1,938.7     (571.8)     275.3
RITE AID CORP      RAD US          6,959.3   (1,906.5)   1,783.1
RITE AID CORP      RTA TH          6,959.3   (1,906.5)   1,783.1
RITE AID CORP      RTA GR          6,959.3   (1,906.5)   1,783.1
ROCKWELL MEDICAL   RWM TH             25.9       (3.9)       6.4
ROCKWELL MEDICAL   RMTI US            25.9       (3.9)       6.4
ROCKWELL MEDICAL   RWM GR             25.9       (3.9)       6.4
RURAL/METRO CORP   RURL US           303.7      (92.1)      72.4
RYERSON HOLDING    7RY TH          2,001.1     (108.5)     734.8
RYERSON HOLDING    7RY GR          2,001.1     (108.5)     734.8
RYERSON HOLDING    RYI US          2,001.1     (108.5)     734.8
SALLY BEAUTY HOL   SBH US          1,983.6     (362.8)     616.8
SALLY BEAUTY HOL   S7V GR          1,983.6     (362.8)     616.8
SEQUENOM INC       SQNM US           131.6      (49.3)      51.4
SILVER SPRING NE   SSNI US           534.3     (111.7)      83.2
SILVER SPRING NE   9SI TH            534.3     (111.7)      83.2
SILVER SPRING NE   9SI GR            534.3     (111.7)      83.2
SIRIUS XM CANADA   SIICF US          329.4      (87.2)    (161.7)
SIRIUS XM CANADA   XSR CN            329.4      (87.2)    (161.7)
SPARK ENERGY-A     SPKE US            86.5       (0.9)      (9.4)
SPORTSMAN'S WARE   SPWH US           292.3      (44.5)      76.1
SPORTSMAN'S WARE   06S GR            292.3      (44.5)      76.1
SUPERVALU INC      SVU* MM         4,486.0     (634.0)      92.0
SUPERVALU INC      SVU US          4,486.0     (634.0)      92.0
SUPERVALU INC      SJ1 TH          4,486.0     (634.0)      92.0
SUPERVALU INC      SJ1 GR          4,486.0     (634.0)      92.0
THERAVANCE         HVE GR            553.7     (193.1)     296.0
THERAVANCE         THRX US           553.7     (193.1)     296.0
TRANSDIGM GROUP    T7D GR          6,711.0   (1,591.5)   1,073.0
TRANSDIGM GROUP    TDG US          6,711.0   (1,591.5)   1,073.0
TRAVELPORT WORLD   1TW GR          3,016.0   (1,069.0)    (262.0)
TRAVELPORT WORLD   TVPT US         3,016.0   (1,069.0)    (262.0)
TRAVELPORT WORLD   1TW TH          3,016.0   (1,069.0)    (262.0)
TRINET GROUP INC   TNETEUR EU      1,333.0      (36.7)      70.3
TRINET GROUP INC   TNET US         1,333.0      (36.7)      70.3
TRINET GROUP INC   TN3 TH          1,333.0      (36.7)      70.3
TRINET GROUP INC   TN3 GR          1,333.0      (36.7)      70.3
TRUPANION INC      TRUP US            48.8       (7.3)       3.8
TRUPANION INC      TPW GR             48.8       (7.3)       3.8
UNISYS CORP        USY1 GR         2,279.4     (521.2)     343.9
UNISYS CORP        USY1 TH         2,279.4     (521.2)     343.9
UNISYS CORP        UISEUR EU       2,279.4     (521.2)     343.9
UNISYS CORP        UIS US          2,279.4     (521.2)     343.9
UNISYS CORP        UIS1 SW         2,279.4     (521.2)     343.9
UNISYS CORP        UISCHF EU       2,279.4     (521.2)     343.9
VECTOR GROUP LTD   VGR US          1,643.4       (7.9)     561.5
VECTOR GROUP LTD   VGR QT          1,643.4       (7.9)     561.5
VECTOR GROUP LTD   VGR GR          1,643.4       (7.9)     561.5
VENOCO INC         VQ US             736.8     (139.5)    (777.3)
VERISIGN INC       VRSN US         2,207.4     (748.8)    (326.3)
VERISIGN INC       VRS GR          2,207.4     (748.8)    (326.3)
VERISIGN INC       VRS TH          2,207.4     (748.8)    (326.3)
VERISIGN INC       VRS QT          2,207.4     (748.8)    (326.3)
VIRGIN MOBILE-A    VM US             307.4     (244.2)    (138.3)
WEIGHT WATCHERS    WTW US          1,558.3   (1,357.7)      60.6
WEIGHT WATCHERS    WW6 GR          1,558.3   (1,357.7)      60.6
WEIGHT WATCHERS    WTWEUR EU       1,558.3   (1,357.7)      60.6
WEIGHT WATCHERS    WW6 TH          1,558.3   (1,357.7)      60.6
WEST CORP          WT2 GR          3,876.0     (672.7)     264.3
WEST CORP          WSTC US         3,876.0     (672.7)     264.3
WESTMORELAND COA   WME GR          1,583.7     (260.6)      50.8
WESTMORELAND COA   WLB US          1,583.7     (260.6)      50.8
XERIUM TECHNOLOG   TXRN GR           633.4       (8.9)     104.5
XERIUM TECHNOLOG   XRM US            633.4       (8.9)     104.5
XOMA CORP          XOMA US            89.9       (7.6)      45.9
XOMA CORP          XOMA GR            89.9       (7.6)      45.9
XOMA CORP          XOMA TH            89.9       (7.6)      45.9
YRC WORLDWIDE IN   YEL1 GR         2,046.6     (361.2)     195.9
YRC WORLDWIDE IN   YEL1 TH         2,046.6     (361.2)     195.9
YRC WORLDWIDE IN   YRCW US         2,046.6     (361.2)     195.9


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-362-8552.


                  *** End of Transmission ***