TCR_Public/141105.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, November 5, 2014, Vol. 18, No. 308

                            Headlines

ALCO STORES: Taps DTBA to Provide Michael Juniper as CRO
ALCO STORES: Hires DLA Piper as Bankruptcy Counsel
ALCO STORES: Taps Houlihan Lokey as Investment Banker & Advisor
ALCO STORES: Names Michael Moore as Consultant CFO
ALCO STORES: Committee Objects to Bidding Procedures

ALLINGER PROPERTIES: Behind Bills & Tax Payments; Cleanup Lags
ALLY FINANCIAL: DBRS Assigns 'BB' Issuer & Longterm Debt Rating
ARMSTRONG GLOBAL: Case Summary & 5 Largest Unsecured Creditors
ASSOCIATED WHOLESALERS: Assets Sold to C&S Wholesale
AUTO RANCH: Case Summary & 20 Largest Unsecured Creditors

AVIS BUDGET: DBRS Assigns 'BB(low)' Issuer Rating
AVON PRODUCTS: S&P Lowers CCR to BB+ on Continued Weak Performance
BEST PAYPHONES: Court Rules in 13-Year Dispute With NYC
BLUE RACER: S&P Assigns 'B+' CCR & Rates $400MM Sr. Notes 'B'
CAL DIVE: Executes Amendment No. 9 to Revolving Credit Facility

CB MAPLE SHADE: Case Summary & 3 Largest Unsecured Creditors
CENTRUS ENERGY: Regains Compliance with NYSE Listing Standards
CLIFFORD WOERNER: Frugal U.S. Trustees Favor Higher Lawyer Fees
CRUMBS BAKE SHOP: Owners Settle to Avoid Suit
CT TECHNOLOGIES: S&P Revises Outlook to Stable & Affirms 'B' CCR

DEX MEDIA: Reports Financial Results for Third Quarter 2014
DYNEGY INC: 2nd Cir. Dismissed Lead Plaintiff's Appeal
EASTMAN KODAK: Reports Net Earnings of $19MM in Third Quarter
EASTMAN KODAK: Wants to Close Chapter 11 Case
ENERGY FUTURE: Auction of Oncor Stake Conditionally Approved

FERROUS MINER: Wants More Time to File Schedules
FL 6801: Asks Court to Move Deadline to Remove Suits to Jan. 15
FUWEI FILMS: Has 180 Days to Regain NASDAQ Listing-Compliance
GARLOCK SEALING: To Blame for Bankruptcy, Plaintiffs Law Firm Says
GCCFI LIVE OAK: Voluntary Chapter 11 Case Summary

GENERAL MOTORS: 30 Deaths Linked to Faulty Ignition Switch
GOOD SHEPHERD: S&P Lowers Rating on Existing Debt to 'BB-'
GMC DAIRY FARMS: Judge Approves Creditors' Exit Plan
GREEN ENERGY: S&P Assigns Prelim. 'BB-' Rating on $546MM Sr. Loan
GT ADVANCED: Resembles a VC Investment, Analyst Says

GT ADVANCED: Can Wind Down Sapphire Plants in Ariz. and Mass.
GT ADVANCED: Seeks Approval of Apple Settlement Agreement
HORSEHEAD HOLDING: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
HOUSTON REGIONAL: Appeal Won't Delay Channel's Relaunch
HP/SUPERIOR INC: Case Summary & 20 Largest Unsecured Creditors

KASPER LAND: Seeks Approval to Sell Property to Old Mac Partners
KEMET CORP: S&P Assigns 'B-' Rating on $400MM Sr. Secured Notes
LIGHTSQUARED INC: Harbinger Loses Bid to Expunge Guaranty Claim
LIGHTSQUARED INC: Ergen to Control Co. in Newly Announced Deal
LOUDOUN HEIGHTS: Chapter 11 Plan of Liquidation Confirmed

MARION ENERGY: In Ch. 11 to Stop Lender's Bid for Receiver
MEDCORP INC: Huntington Wins Summary Judgment in Avoidance Suit
MELISA CHRISTIAN DDS: Case Summary & 12 Top Unsecured Creditors
MERMAID HARRISON: Files Bare-Bones Petition in San Francisco
MERMAID HARRISON: Section 341(a) Meeting Scheduled for Dec. 9

MILK SPECIALTIES: S&P Lowers CCR to 'B-' on Performance Issues
NAARTJIE CUSTOM: Court Okays Hiring of FTI as Panel's Advisor
NAARTJIE CUSTOM: Hilco Retained to Sell Naartjie(R) Kids Brand
NAARTJIE CUSTOM: Seeks to Auction ZA One and IP Assets on Nov. 21
NCL CORP: S&P Assigns 'BB-' Rating on $680MM Sr. Unsecured Notes

NICHOLAS FIORILLO: Court Rules in Dischargeability Suit
NORTEL NETWORKS: Canada Unit Seeks to Block $1B Deal
NOWLING HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
ONCOLYTICS BIOTECH: Receives NASDAQ Listing Non-Compliance Notice
PALM BEACH COMMUNITY: Court to Continue Hearing on Chapter 11 Plan

PALM BEACH COMMUNITY: Can Solicit Plan Votes Until December 3
PHOTOMEDEX INC: Enters Into Amended Forbearance Agreement
PITTSBURGH GLASS: S&P Ups CCR to B+ on Improved Fin'l. Metrics
PRETTY GIRL: Creditors Have Until January 15 to File Claims
PRETTY GIRL: Gets Court Okay to File Plan Until January 2015

PRETTY GIRL: Wants Until January 2015 to Make Lease Decisions
PUERTO RICO ELECTRIC: May Delay Debt Repayment, Says Klayman
QUIZNOS: Franchisee Reveals Drop in Operational Support
REICHHOLD INC: Can File Schedules Until December 15
RENEGADE HOLDINGS: Court Rejects Phelp's Bid to Stay Proceedings

RIVER TERRACE: Plan Process Is Back on Track
ROCKY MOUNTAIN ROLLER: Case Summary & 20 Top Unsecured Creditors
SAHARA VEGAS: Case Summary & 8 Largest Unsecured Creditors
SAMUEL WYLY: Bankruptcy Not Stopping New York Asset Freeze
SCICOM DATA: Liquidation Plan Declared Effective October 30

SHASTA ENTERPRISES: Case Summary & 15 Top Unsecured Creditors
SHELBOURNE NORTH: Chicago Spire Deal May Not Close, Says Lawyer
SIMBAKI LTD: Passage Realty Lease Not Automatically Terminated
SKANDIA FAMILY: Case Summary & 15 Largest Unsecured Creditors
STANDARD PACIFIC: Fitch Rates 300MM Sr. Notes Offering 'B+/RR4'

STANDARD PACIFIC: S&P Rates $300MM Sr. Unsecured Notes 'B+'
SUN BELT COMMODITIES: Voluntary Chapter 11 Case Summary
THOMAS JEFFERSON: Renegotiates Debt with Creditors
TMT GROUP: Controversial Opinion on Lending Won't Be Reargued
TRUMP ENTERTAINMENT: Amends Icahn-Sponsored Reorganization Plan

TRUMP ENTERTAINMENT: Creditors Call Plan a 'Charade'
TWEETER HOME: Amended Liquidation Plan Declared Effective Oct. 31
TWEETER HOME: Names Initial Members to Trust Advisory Board
UNITEK GLOBAL: Files Chapter 11 Bankruptcy Petition
VISION INDUSTRIES: Anticipates Substantial DIP Financing

WEDCO MANUFACTURING: SBA Held in Contempt for Violating Stay
WILLIAM PRIOR: Court Tosses Lawsuit Against Tri Counties Bank

* Junk Default Rates Remain Near Historic Lows
* S&P Withdraws Unsolicited pi Ratings on North American Insurers

* Lori Winkelman Is Appellate Lawyer Rep in Court of Appeals

* John Harms Joins Huron Business Advisory
* LeClairRyan Tops bestattorneysonline.com's November Ranking
* Martindale-Hubble Names Matt Derstine in 2014 Top List


                             *********


ALCO STORES: Taps DTBA to Provide Michael Juniper as CRO
--------------------------------------------------------
ALCO Stores, Inc. and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Deloitte Transactions and Business Analytics LLP
("DTBA") and to provide Michael Juniper as chief restructuring
officer, nunc pro tunc to the Oct. 12, 2014 petition date.

DTBA has agreed to provide other employees of DTBA, including Rob
Carringer as engagement principal as necessary to support Mr.
Juniper and the Debtors' existing management team in their
restructuring efforts during these Chapter 11 Cases.

Under the Engagement Letter, DTBA staff has assumed, or will
assume, certain positions within the Debtors' businesses.
Specifically, Mr. Juniper will serve as the CRO of the Debtors,
and will report to the Debtors' Chief Executive Officer and the
Board of Directors and direct the Debtors' reorganization. Mr.
Juniper will work on a collaborative basis with the Debtors' CEO,
Chief Financial Officer and other senior executives of the Debtors
to identify, develop and implement strategies related to the
Debtors' business plan and related matters.

The duties of the Engagement Personnel will include, but are not
limited to, the following:

   (a) assessing the Debtors' current business plan and operations
       to identify areas of opportunity, including, but not
       limited to, 13 week cash forecasting and debtor-in-
       possession loan reporting, potential profitability,
       ongoing cash requirements, profit center contributions and
       break-even levels, preparation of weekly variance report,
       reviewing and signing weekly borrowing base certificates,
       assisting in preparation of daily inventory roll forward;

   (b) assisting in developing the Debtors' financial and
       operational turnaround strategy, bankruptcy strategies and
       associated activities for the Board's input and approval;

   (c) assisting with the implementation of the Debtors' Board-
       approved financial and operational turnaround strategy;

   (d) assisting with the management of the Debtors' liquidity
       issues, including reviewing the Debtors' primary cash
       disbursement accounts for compliance with the Debtors'
       debtor-in-possession credit facility and reviewing daily
       and weekly disbursements in accordance with Approved
       Budget;

   (e) advising the Debtors on the development of tools and
       procedures that will assist the Debtors in vendor and
       contract management during the bankruptcy;

   (f) assisting the Debtors with the development and refinement
       of cash management processes and procedures;

   (g) advising the Debtors in connection with the Debtors'
       internal and external communications related to the
       restructuring;

   (h) advising and assisting the Debtors with respect to their
       (i) financial system cut-off procedures, (ii) evaluation of
       whether liabilities are pre- or post-petition, (iii)
       accounts payable payment process, and (iv) processes
       regarding approval of payment of pre-petition liabilities
       in accordance with this Court's orders and associated
       reporting with respect to those payments;

   (i) advising the Debtors in connection with their preparation
       of various financial reports for submission to the Court,
       including the Debtors' monthly operating reports;

   (j) advising and assisting the Debtors with claims
       administration and reconciliation;

   (k) assisting the Debtors with their preparation of information
       for both a disclosure statement and plan of reorganization,
       including the Debtors' estimation of various recovery
       values by claims class;

   (l) assisting the Debtors with distributions to holders of
       allowed claims under a plan of reorganization;

   (m) advising and assisting the Debtors with respect to their
       understanding the requirements, and coordinating activities
       and processes to determine accounting efforts, in
       connection with a potential fresh-start event, including
       implementing the effects of a plan of reorganization and
       reevaluating the new entities' assets and liabilities;

   (n) attending and participating in hearings and meetings on
       matters within the scope of the services listed herein;

   (o) meeting with the Board on a weekly basis to discuss, among
       other things, engagement progress and financial and
       operational reports; and

   (p) providing advice and recommendations with respect to other
       related matters as the Debtors may request from time to
       time, as agreed to by DTBA.

DTBA will be paid at these hourly rates:

       Michael Juniper          $450
       Rob Carringer            $650
       Principal/Partner        $650
       Senior Vice President    $450-$475
       Vice President           $400-$425
       Senior Consultant        $325-$375

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

Michael Juniper, senior vice president of DTBA, 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.

DTBA can be reached at:

       Michael Juniper
       DELOITTE TRANSACTIONS AND
       BUSINESS ANALYTICS LLP
       JPMorgan Chase Tower
       2200 Ross Avenue, Suite 1600
       Dallas, TX 75201
       Tel: (214) 840-7000

                         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.


ALCO STORES: Hires DLA Piper as Bankruptcy Counsel
--------------------------------------------------
ALCO Stores, Inc. and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ DLA Piper LLP (US) as bankruptcy counsel, effective as
of the Oct. 12, 2014 petition date.

Subject to further Court order, DLA Piper will be authorized to
render various services to the Debtors in addition to their
ongoing representation in the Non-Restructuring Matters,
including:

   (a) advising the Debtors with respect to their powers and
       duties as debtors and debtors in possession in the
       continued management and operation of their businesses and
       properties;

   (b) attending meetings and negotiating with representatives of
       creditors and other parties in interest and advising and
       consulting on the conduct of the cases, including all of
       the legal and administrative requirements of operating in
       chapter 11;

   (c) taking all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions on
       behalf of the Debtors' estates, the defense of any actions
       commenced against those estates, negotiations concerning
       litigation in which the Debtors may be involved, and
       objections to claims filed against the estates;

   (d) preparing, on behalf of the Debtors, motions, applications,
       answers, orders, reports, and papers necessary to the
       administration of the estates;

   (e) preparing and negotiating on the Debtors' behalf plans of
       reorganization, disclosure statements, and all related
       agreements and documents, and taking any necessary action
       on behalf of the Debtors to obtain confirmation of such
       plans;

   (f) advising the Debtors in connection with any sale of assets
       and going out of business or store closing sales;

   (g) performing other necessary legal services and providing
       other necessary legal advice to the Debtors in connection
       with these chapter 11 cases; and

   (h) appearing before this Court, any appellate courts, and the
       U.S. Trustee and protecting the interests of the Debtors'
       estates before such courts and the U.S. Trustee.

DLA Piper will be paid at these hourly rates:

       John Altorelli, Partner         $995
       Thomas R. Califano, Partner     $950
       Patrick B. Costello, Partner    $855
       Vincent J. Slusher, Partner     $745
       Kaitlin Edelman, Associate      $435
       Daniel G. Egan, Associate       $725
       Daniel M. Simon, Associate      $650
       Andrew Zollinger, Associate     $585
       Sherry Faulkner, Paralegal      $245

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

For the year prior to the Petition Date, DLA Piper has received
payments totaling $3,221,812.50, which amount covers fees for
professional services rendered and expenses incurred in connection
with all matters performed pursuant to the Engagement Agreement.

On Sept. 8, 2014, the Debtors provided DLA Piper A with $500,000
as an advance payment retainer.  Thereafter, the Debtors provided
DLA Piper with additional advance payment retainer fundings of
$750,000 on Sept. 29, 2014 and $150,000 on Oct. 10, 2014, for an
aggregate advance payment retainer held by DLA Piper of
$1,400,000.

Thomas R. Califano, member of DLA Piper, 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.

DLA Piper can be reached at:

       Thomas R. Califano, Esq.
       DLA PIPER LLP (US)
       1251 Avenue of the Americas
       New York, NY 10020
       Tel: (212) 335-4500
       Fax: (212) 335-4501
       E-mail: thomas.califano@dlapiper.com

                         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.


ALCO STORES: Taps Houlihan Lokey as Investment Banker & Advisor
---------------------------------------------------------------
ALCO Stores, Inc. and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Houlihan Lokey Capital, Inc. as investment banker and
financial advisor, nunc pro tunc to the Oct. 12, 2014 petition
date.

In addition to providing any additional investment banking and
financial advisory services as the Debtors may request from time
to time, Houlihan Lokey will assist in the evaluation of strategic
alternatives and render investment banking and financial advisory
services to the Debtors in connection with these chapter 11 cases,
including, without limitation:

   (a) assisting the Debtors in the development and distribution
       of selected information, documents and other materials,
       including, if appropriate, advising the Debtors in the
       preparation of an offering memorandum;

   (b) assisting the Debtors in evaluating indications of interest
       and proposals regarding any Transactions (as defined below)
       from current and potential lenders, equity investors,
       acquirers and strategic partners;

   (c) assisting the Debtors with the negotiation of any
       Transactions, including participating in negotiations with
       creditors and other parties involved in any Transactions;

   (d) providing expert advice and testimony regarding financial
       matters related to any Transactions, if necessary; and

   (e) attending meetings of the Debtors' board of directors,
       creditor groups, official constituencies and other
       interested parties, as the Debtors and Houlihan Lokey
       mutually agree.

The Debtors will compensate Houlihan Lokey with the following Fee
Structure:

    -- Initial Fee: Upon execution of the Agreement, the Debtors
       paid Houlihan Lokey an initial fee of $100,000.

    -- Monthly Fees: The Debtors shall pay Houlihan Lokey in
       advance, without notice or invoice, a nonrefundable cash
       fee of $50,000 ("Monthly Fee").  If this Agreement is
       terminated before the end of 4 months from its effective
       date, the Debtors have agreed to pay to Houlihan Lokey, on
       the effective date of such termination, any excess of the
       amount of Monthly Fees for the 4 months following the
       effective date over the Monthly Fees actually paid to
       Houlihan Lokey pursuant to the Agreement.  50% of the
       Monthly Fees shall be credited against the aggregate
       Transaction Fees.

    -- Restructuring Transaction Fee: Upon completion of a
       Restructuring Transaction,3 the Debtors shall pay Houlihan
       Lokey a cash fee of $1,250,000 (the "Restructuring
       Transaction Fee").  The Restructuring Transaction Fee shall
       be earned upon the earlier to occur of: (I) in the case
       of an out-of- court Restructuring Transaction, the closing
       of such Restructuring Transaction; and (II) in the case of
       an in-court Restructuring Transaction, the date of
       confirmation of a plan under the Bankruptcy Code pursuant
       to an order of the Court.

    -- Sale Transaction Fee: Upon completion of a Sale
       Transaction, the Debtors shall pay Houlihan Lokey a cash
       fee of: (i) for Aggregate Gross Consideration5 up to $110
       million: $1,500,000; plus (ii) for Aggregate Gross
       Compensation from $110 million to $125 million: 5.0% of
       such incremental Aggregate Gross Consideration; plus (iii)
       for Aggregate Gross Consideration over $125 million: 10.0%
       of such incremental Aggregate Gross Consideration, plus
       (iv) a 20% sale transaction fee premium, payable only if
       the Aggregate Gross Consideration generated provides
       sufficient proceeds to pay the claims of the lenders under
       the Debtors' debtor in possession financing in full,
       without dilution (the "Sale Transaction Fee").  The Sale
       Transaction Fee shall be earned upon the closing of each
       Sale Transaction.

    -- Financing Transaction Fee: Upon completion of a Financing
       Transaction (together with any applicable Sale Transaction
       and Restructuring Transaction, the "Transactions"), the
       Debtors shall pay Houlihan Lokey a cash fee of: (i) 2.00%
       of the gross proceeds of any indebtedness raised or
       committed that is senior to other indebtedness of the
       Debtors, their subsidiaries and affiliates, secured by a
       first priority lien and unsubordinated, with respect to
       both lien priority and payment, to any other obligations of
       the Company; (ii) 4.00% of the gross proceeds of any
       indebtedness raised or committed that is secured by a lien,
       is unsecured and is subordinated; and (iii) 6.00% of the
       gross proceeds of all equity or equity-linked securities
       placed or committed (the "Financing Transaction Fee").  The
       Financing Transaction Fee shall be no less than $1,250,000.
       25% of any Financing Transaction Fees previously paid to
       Houlihan Lokey under the terms of the Agreement will be
       credited to the Restructuring Transaction Fee or Sale
       Transaction Fee, as applicable.

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

Matthew R. Niemann, managing director of Houlihan Lokey, 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.

Houlihan Lokey can be reached at:

       Matthew R. Niemann
       HOULIHAN LOKEY CAPITAL, INC.
       10250 Constellation Blvd., 5th Floor
       Los Angeles, CA 90067
       Tel: (312) 456-4772
       Fax: (312) 795-9480
       E-mail: mniemann@hl.com

                         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.


ALCO STORES: Names Michael Moore as Consultant CFO
--------------------------------------------------
ALCO Stores, Inc. and its debtor-affiliates seek authorization
from the U.S. Bankruptcy Court for the Northern District of Texas
to employ Michael Moore as a consultant to the Debtors in the
capacity similar to that of a chief financial officer, nunc pro
tunc to the Oct. 12, 2014 petition date.

Subject to Court approval, the Debtors propose to retain Mr. Moore
as Consultant CFO on the terms and conditions set forth herein and
in the Consulting Agreement.  Under the terms of the Consulting
Agreement, Mr. Moore has agreed to provide certain consulting and
financial advisory services to the Debtors similar to those
provided by a chief financial officer.  As the Consultant CFO, Mr.
Moore had performed prior to the Petition Date and will continue
to perform, in the managerial capacity, such services as:

   (a) assisting the Debtors with the management of their
       financial and treasury functions;

   (b) assisting the Debtors with their compliance with the
       reporting requirements imposed by the Securities and
       Exchange Commission;

   (c) assisting the Debtors and their professionals with the
       information and analyses required pursuant to any cash
       collateral and debtor-in-possession financing, including
       preparation for hearings and reporting thereon;

   (d) assisting the Debtors and their professionals with the
       identification and implementation of short-term cash
       management procedures, including the development of a
       short-term cash flow forecasting;

   (e) monitoring actual receipts and disbursements and
       reconciling to cash forecasts;

   (f) assisting management of the Debtors and their professionals
       in improving the Debtors' net cash position by, among other
       things, (i) analyzing cash sources and identifying
       potential additional sources of cash, (ii) identifying and
       focusing on core business assets, (iii) disposing of assets
       and liquidating unprofitable operations, and (iv)
       identifying areas of potential cost savings, including
       overhead and operating expense reductions and efficiency
       improvements;

   (g) assisting the Debtors in obtaining and compiling financial
       information that is needed to present the Debtors' assets
       to interested parties and to further support those efforts
       by assisting with matters such as due diligence and
       obtaining information that may be needed to obtain maximum
       value for the Debtors' stakeholders;

   (h) attending meetings and assisting in discussions with
       investors, banks and secured lenders, any official
       committees appointed in these Chapter 11 Cases, the U.S.
       Trustee, other parties in interest, and professionals
       retained by the Debtors;

   (i) assisting the Debtors with the development and
       implementation of key employee retention and other critical
       employee benefit programs, if needed;

   (j) assisting the Debtors and their professionals with the
       valuation of various restructuring initiatives and
       strategies;

   (k) assisting the Debtors with providing testimony to the
       Court, as needed;

   (l) assisting the Debtors and their professionals with the
       preparation of the statement of financial affairs,
       schedules, monthly operating reports, and other regular
       reports and chapter 11 filings that are customarily issued
       by the Debtors' CFO;

   (m) assisting the Debtors and their professionals in the
       preparation of information and analyses necessary for the
       confirmation of a plan in these Chapter 11 Cases;

   (n) reviewing internal controls over financial procedures and
       processes; and

   (o) rendering such other general business and financial
       consulting services as the Debtors' management, counsel, or
       professionals may deem necessary and that are consistent
       with the role of a chief financial officer and not
       duplicative of services provided by other professionals
       retained in these Chapter 11 Cases (collectively, the
       "Consultant CFO Services").

As compensation for the Consultant CFO Services performed by me,
the Debtors have agreed to pay a consulting fee of $40,000 per
month (the "Consulting Fee").

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

In connection with Mr. Moore's retention under the Consulting
Agreement in the period leading up to the Petition Date, on
Oct. 2, 2014, the Debtors paid Mr. Moore the Consulting Fee in the
amount of $40,000, which payment covered the Consultant CFO
Services for the period from Sept. 22, 2014 through Oct. 21, 2014.
In addition, on Oct. 3, 2014, the Debtors reimbursed Mr. Moore for
expenses in the amount of $833.47 incurred in connection with the
Consultant CFO Service provided by Mr. Moore.  There are no pre-
petition amounts due and owing to Mr. Moore under the Consulting
Agreement.

Mr. Moore 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.

                          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.


ALCO STORES: Committee Objects to Bidding Procedures
----------------------------------------------------
The Official Committee of Unsecured Creditors of ALCO Stores,
Inc., objects to the Debtor's motion approving a comprehensive
sale process relating to store closing sales and sale to the
highest bidder.

The Committee expresses its concerns regarding certain aspects of
the proposed Agency Agreement and Bid Procedures Order.  While the
Committee appreciates that the Debtors negotiated a deal with
limited time and negotiating power, the Committee believes that
(i) the proposed Bid Protections are excessive and inappropriate,
and (ii) the Agency Agreement contains provisions that are
seriously detrimental to the Debtors' estates and their creditors.

Certain aspects of the proposed Bid Procedures Order and Agency
Agreement run counter to the collective goal of maximizing value
for the benefit of the estates.  In particular, in evaluating any
competing bid, the estate parties will need to take into account
the substantial Break-Up Fee and Expense Reimbursement payable to
the Stalking Horse Liquidator ? together totaling up to $2.5
million.  The Debtors assert that the Bid Protections are
approximately 2.1% of the guaranteed consideration to be paid by
the Stalking Horse under the Agency Agreement (and therefore fall
within a range of acceptable bid protections approved in other
cases), but this estimate ignores certain downward price
adjustments that may significantly reduce the aggregate
consideration to be paid to the estates under the Agency
Agreement.  As the downward price adjustments drive potential
consideration down, the percentage of the Bid Protection will
correspondingly increase.  While the Debtors and Committee remain
hopeful that a going concern bidder will be identified, right now
the process facilitated by the Stalking Horse Liquidator is
nothing more than a straightforward liquidation.  Given the
straightforward nature of the proposed liquidation of the Debtors'
assets, the Bid Protections are simply too rich.

Moreover, the Agency Agreement as currently drafted contains
provisions that are harmful to the Debtors' estates and should not
be approved unless modified.  Specifically, the Agency Agreement
allows for several opportunities for the Stalking Horse Liquidator
to claim multiple, cumulative downward adjustments to the
guaranteed 91% of the Cost Value of Merchandise offered in the
Agency Agreement and, in addition, contains provisions that
maximize the Stalking Horse Liquidator's post-closing leverage to
negotiate for such adjustments.  The Committee asserts that it
would be commercially reasonable for all of the potential downward
adjustments to be subject to reasonable caps, as the cumulative
nature of such adjustments could be devastating to the estates and
capping the adjustments would enable the estates to market the
Agency Agreement as a true floor price.

The Committee's proposed attorneys are:

         LAW OFFICES OF JUDITH W. ROSS
         Judith W. Ross, Esq.
         Neil J. Orleans, Esq.
         700 N. Pearl Street, Suite 1610
         Dallas, Texas 75201
         Tel: (214) 377-7879
         Fax: (214) 377-9409
         E-mail: Judith.ross@judithwross.com
                 Neil.orleans@judithwross.com

                  - and ?

         COOLEY LLP
         Jay R. Indyke, Esq.
         Jeffrey L. Cohen, Esq.
         1114 Avenue of the Americas
         New York, New York 10036-7798
         Tel: (212) 479-6000
         Fax: 212-4796275
         E-mail: Jindyke@cooley.com
                 jcohen@cooley.com

                   Texas Comptroller Objects

The Texas Comptroller of Public Accounts objects to ALCO Stores,
Inc.'s going out of business sale motion.

On October 9, 2014, Debtor ALCO Stores filed its sales tax return
for the month of September 2014 reflecting sales taxes collected
in the amount of $407,795.10.  The Debtor did not pay or remit the
sales tax trust funds to the Comptroller.

Assistant Attorney General Jay W. Hurst, Esq., representing the
Texas Comptroller, tells the Court that the Debtors' Motion
relating to its going out of business sales, the proposed Agency
Agreement and the Proposed Order are objectionable to the Texas
Comptroller in that they are inconsistent with applicable State
law and seek to absolve the Agent from any liability, even though
the mechanisms proposed clearly state that the Agent will receive
and collect Texas sales tax trust fund taxes.  Accordingly, the
Texas Comptroller makes this objection and motion for adequate
protection to address the tax trust fund issues.

                       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.


ALLINGER PROPERTIES: Behind Bills & Tax Payments; Cleanup Lags
--------------------------------------------------------------
Allinger Properties LLC has continued to pay its debts, but
payments haven't kept up with charges and property taxes, Ron
Fonger, writing for Mlive.com, reports, citing Genesee Township
Supervisor Steve Fuhr.

According to Mlive.com, Mr. Fuhr said that Allinger Properties has
$1.4 million in delinquent property taxes for its Dutch Village
mobile home park in Genesee Township as well as more than $310,000
in past-due water and sewer bills.  The Dutch Village remains open
for business, the report says, citing Mr. Fuhr.

Flint city records show Allinger Properties owes more than $71,000
in delinquent water and sewer bills and more than $50,000 in back
taxes.

Mlive.com recalls that water and sewer service at American Estates
mobile home park on Branch Road was shut off in April 2014, and
the city condemned the property in July.  Mlive.com says that
scrappers are tearing apart the mobile homes left behind, leaving
piles of debris, broken furniture and tar paper.  According to
Flint's violation notice, the property is filled with trash and
debris, and structures are open and vacant.

According to Mlive.com, Flint residents are complaining over the
slow cleanup.  Allinger Properties is making progress removing the
debris and has committed to clear the site, but there's no
information about specific deadlines for the work to be done,
Mlive.com reports, citing Flint city spokesperson Jason Lorenz.
4th Ward city Councilman Josh Freeman, who represents the area,
said he receives different answers about the status of the
property from different city officials and said it has been
tolerated for too long, Mlive.com relates.

Headquartered in Linden, Michigan, Allinger Properties, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No.
12-31397) on March 30, 2012.  Peter T. Mooney, Esq., at Simen,
Figura & Parker, serves as its bankruptcy counsel.  Judge Daniel
S. Opperman presides over the case.

In its Petition, Allinger Properties disclosed $1,221,000 in
assets and  $2,679,000 in liabilities.  The Petition was signed by
Amos Allinger, manager.


ALLY FINANCIAL: DBRS Assigns 'BB' Issuer & Longterm Debt Rating
---------------------------------------------------------------
From DBRS, Inc.'s perspective, Ally Financial Inc.'s strong 3Q14
results demonstrate the continuing success of the Company in
broadening its dealer channel base and diversifying its
origination mix.  Moreover, DBRS sees the strong origination
volumes and mix of originations as demonstrating the strength of
Ally's dealer-centric auto finance franchise and supportive of the
current rating and Positive trend.

For the quarter, Ally originated $11.8 billion of retail auto
loans and leases, up 8% quarter-on-quarter (QoQ).  Total new
vehicle originations grew nearly 22%, once again outpacing growth
the U.S. auto market.  Higher non-GM and non-Chrysler originations
as well as a notable increase in GM subvented volumes supported
the expansion in new originations.  DBRS notes that the expansion
in GM-related subvented volume does not reflect a shift in Ally's
strategy regarding incentivized business but was driven by a
strong GM incentive and marketing program, and the Company's deep
relationships with GM dealers that allowed Ally to capture a large
share of the program volume.  Used vehicle originations totaled
$3.2 billion, the highest level in Company history, demonstrating
the Company's success in growing sales volume in this highly
fragmented market.

Net financing revenue (excluding OID), increased 3% QoQ to $936
million. Finance revenues benefited from expanding net interest
margin (NIM), which more than compensated for a slight decline in
automotive earning assets due to seasonality in the dealer
floorplan portfolio.  NIM (excluding OID), improved modestly from
the prior quarter to 2.65%.  Importantly, this improvement was
achieved despite an 18 basis point (bps) reduction in earning
asset yield as normalizing used vehicle values resulted in lower
lease remarketing gains.

Growth in retail deposits as well as management's focus on
addressing legacy high-cost debt in the capital structure
continues to benefit results. During the quarter, the Company's
funding costs were 21 bps lower QoQ.  DBRS notes that subsequent
to quarter-end Ally completed a $750 million liability management
exercise and that over the next six months an additional $4.6
billion of legacy high-cost debt will mature.  As a result, DBRS
expects further improvement in the cost of funds, which should
help Ally to defend its NIM as lease yields moderate further in
2015.

Ally continues to make progress on improving its operating
efficiency.  For 3Q14, adjusted non-interest expense, excluding
repositioning items was 8% lower QoQ at $742 million. Lower
weather-related losses in the Insurance segment, reflecting normal
seasonality and abnormally severe weather in 2Q14 were the primary
drivers of the sequential decrease.  This was partially offset by
higher compensation and benefit expense as the result of the
equity compensation revaluation in 2Q14. DBRS notes that the
Company's adjusted efficiency ratio was stable QoQ at 49%, yet
remains above the Company's medium-term target of mid -40% range.

DBRS rates Ally's Issuer and Long-Term Debt at BB with a Positive
trend.


ARMSTRONG GLOBAL: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Armstrong Global Services Holding, LLC
           dba Pinnacle Point Food Mart
        4402 Broadway Blvd., Suite 6F
        Garland, TX 75043

Case No.: 14-35317

Chapter 11 Petition Date: November 3, 2014

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

Judge: Hon. Stacey G. Jernigan

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER ATTORNEY, PLLC
                  12720 Hillcrest Road, Suite 625
                  Dallas, TX 75230
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: joyce@joycelindauer.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Chibuzor O. Ngwakwe, president.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/txnb14-35317.pdf


ASSOCIATED WHOLESALERS: Assets Sold to C&S Wholesale
----------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized AWI Delaware, Inc., to sell substantially
all of its assets, including their White Rose grocery distribution
business, to C&S Wholesale Grocers, Inc.

As previously reported by The Troubled Company Reporter, the C&S
purchase price consists of the lesser of the amount of the bank
debt, which totals about $18,100,000 and $152,110,000, plus other
liabilities, which amount is valued at $193,900,000.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that C&S Wholesale ended up paying $86.5 million
more cash to be anointed as the winner at the auction.  The
Bloomberg report related that C&S's opening bid was $5 million
plus enough to pay off about $150 million in secured bank debt,
$8.6 million in letters of credit, and as much as $2.5 million
toward workers' wages.

The proceeds of the sale will be used as follows:

   (1) to the Debtors, to be used to pay any accrued and unpaid
       wages for the Stub Wage Period for the Debtors' employees
       in an amount not to exceed the lesser of (i) the Stub Wage
       Period Amount and (ii) $2.5 million;

   (2) to the Debtors, to be used to pay any fees and expense
       reimbursement that may be allowed to Lazard Middle Market
       LLC, in an amount equal to the lesser of (i) the Lazard
       Amount and (ii) $1.9 million;

   (3) for the Full Payment of the Prepetition First Lien Debt and
       the Full Payment of the DIP Obligations; and

   (4) to the extent additional funds remain from the sale
       proceeds, those funds will be available for the Debtors'
       estates.

Objections to the sale to the extent not resolved or withdrawn
were overruled.  Several parties-in-interest, notably the Official
Committee of Unsecured Creditors, the U.S. Department of
Agriculture, an ad hoc committee of trade vendors, and suppliers,
objected to the sale.  The Creditors' Committee complained that a
sale to C&S Wholesale "strips the estate of all value and leaves
it administratively insolvent" and the protections given C&S as
the so-called stalking horse go far beyond the norm, creating a
"heads we win, tails you lose situation," the Bloomberg report
said.

To resolve the U.S. Government's objection to the sale, the Sale
Order provides that the U.S. Department of Agriculture is not
precluded or enjoined from exercising (i) its rights under the
Bankruptcy Code with respect to the Perishable Agricultural
Commodities Act, against the Debtors or (ii) following closing,
its rights with respect to the PACA against the Purchaser.

The Debtors also said they are not seeking to assume, assign or
transfer its milk dealers' license and its executive employment
agreement between J. Christopher Michael and AWI Wholesalers, Inc.
The acquired assets exclude all assets and liabilities arising in
connection with Second Restated Di Giorgio Retirement Plan,
equipment from MEMO Financial Services, Inc., inventory from Porky
Products Inc., and the loans and collateral of Xtra Universal
Services, LLC.

To resolve more objections to the assumption and assignment of
contracts to the purchaser, including the objections raised by a
group of trade creditors, Judge Carey will convene a hearing on
Nov. 7, at 10:00 a.m. (ET).

Law360 reported that the ad hoc committee of AWI trade vendors
said the stalking horse bid from C&S Wholesale, which could be
worth up to $170 million depending on several factors like
customer retention, might pay secured creditors in full but leaves
only $5 million behind for the estate.  The value for the bulk of
the avoidance actions would also go to C&S, leaving the AWI estate
administratively insolvent, unable to pay priority 503(b)(9)
claims -- administrative claims based on goods delivered within 20
days of a bankruptcy filing -- estimated to amount to nearly $25
million by the time the sale would close, the ad hoc committee's
motion states, the Law360 report related.

                  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.


AUTO RANCH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Auto Ranch, LLC
           dba Family Campers
        101 Southside Park Drive
        Lebanon, TN 37090

Case No.: 14-08762

Chapter 11 Petition Date: November 3, 2014

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Randal S Mashburn

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: 615 256-8300
                  Fax: 615 255-4516
                  Email: slefkovitz@lefkovitz.com

Total Assets: $1.83 million

Total Liabilities: $1.89 million

The petition was signed by Ronald Nowling, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb14-08762.pdf


AVIS BUDGET: DBRS Assigns 'BB(low)' Issuer Rating
-------------------------------------------------
DBRS, Inc., views Avis Budget Group, Inc.'s strong 3Q14 financial
results as demonstrating good fleet management in a challenging
operating environment.  Moreover, the results reflect the
continuing benefits of the Company's strategic focus on driving
volumes from more profitable channels as well as the benefits of
the Company's global expansion.  For 3Q14 Avis Budget reported
U.S. GAAP pre-tax income of $306 million, a 33% year-on-year (YoY)
increase.  Meanwhile, the Company reported adjusted EBITDA of $417
million a 9% expansion over the prior year, and the best third
quarter in Company history.

For 3Q14, Avis Budget generated record revenues of $2.5 billion, a
6% YoY improvement with higher revenues in both the North America
and International Car Rental segments, while Truck Rental revenues
were lower due to the reduction in the fleet size.  North American
revenue was up strongly on volume growth in both the commercial
and leisure segments while pricing gains were achieved across all
brands and market segments.  DBRS notes that large commercial
pricing was up for the first time since 2009.  While DBRS views
this development positively, DBRS is mindful that additional
quarters of improvement are necessary to confirm that Avis
Budget's efforts to improve pricing and margins in the competitive
large commercial market are sustainable.

With revenue of $815 million in 3Q14, the International Car Rental
segment generated record revenues demonstrating that the benefits
of the Company's global expansion are being captured.  Despite
slow global economic growth, Avis Budget achieved revenue growth
through pricing gains and expansion of ancillary revenues, which
more than offset lower volumes.

Fleet costs were 7% higher YoY at $326, on a per month per unit
basis. Higher used vehicle supply driven by industry de-fleeting,
an increase in new vehicle sales resulting in more vehicle trade-
ins, and growth in vehicles coming off lease resulted in lower
used vehicle values driving fleet costs higher.  Fleet costs were
also impacted by the significant recall activity by vehicle
manufacturers resulting in Avis Budget holding vehicles in fleet
longer thereby missing opportunities to dispose of fleet during
seasonally stronger used vehicle markets.  To counter the
moderation in used vehicle values, Avis Budget continues to
execute on expanding the utilization of alternative disposition
channels while also cascading fleet to the Company's deep-discount
brand Payless.  DBRS sees this as demonstrating Avis Budget's
sound fleet management capabilities as well as the flexibility in
operations afforded by the multi-brand strategy.

During the quarter, Avis Budget agreed to acquire its Budget Car
Rental licensee in North America for southern California and Las
Vegas, its largest Budget licensee in North America, for
approximately $210 million, plus the cost of acquired fleet.  DBRS
sees the acquisition, which is expected to be accretive to
earnings, as a positive. From DBRS's perspective, the acquisition
is supportive of Avis Budget's strategic focus on growing volumes
from the profitable international inbound travel channel.  DBRS
notes that southern California is one of the most significant
entry points for inbound travelers into North America, especially
from Asia Pacific region.  Also of importance, the acquisition
will enlarge Avis Budget's off-airport presence in the important
southern California market.

DBRS rates Avis Budget Group, Inc.'s Issuer Rating at BB (low)
with a Stable trend.


AVON PRODUCTS: S&P Lowers CCR to BB+ on Continued Weak Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York, N.Y.-based Avon Products Inc. to 'BB+' from
'BBB-'.  The outlook is stable.

S&P also lowered its issue-level rating on the company's senior
unsecured debt to 'BB+' from 'BBB-', and assigned a '3' recovery
rating, indicating S&P's expectation for meaningful (50% to 70%)
recovery in the event of a payment default.

At the same time, S&P withdrew its 'A-3' short-term commercial
paper rating as the program is now closed.

The downgrade of Avon reflects the company's slower-than-expected
progress in turning around its operating issues and continued weak
operating performance.  "Some of the company's issues are deeper
than we anticipated, particularly in the U.S., where active
representatives and sales declines have been material, and in
Brazil, where the company is facing softening macroeconomic
conditions and a heightened competitive environment," said
Standard & Poor's credit analyst Jacqueline Hui.  "As a result,
overall sales and the number of active representatives have
declined, and the company has lost market share.  While the
company still has good geographic diversity, many of its key
markets are experiencing sales weakness and we believe it will
take time to re-engage its active representatives and rebuild
sales growth."

Standard & Poor's estimates Avon's credit metrics have weakened,
with leverage increasing to about 3.2x for the 12 months ended
Sept. 30, 2014, compared to about 2.6x in the prior year, mainly
as a result of decreased profitability.  S&P believes margins will
modestly improve as the company continues to right-size its cost
structure and improve operating efficiencies, but that overall
progress will be gradual and that margins will remain below
historical levels in the mid-teens.  S&P is not projecting further
material debt reduction, but it believes credit metrics will
slowly improve.

The stable outlook reflects S&P's view that Avon should be able to
maintain credit measures near current levels, including leverage
near 3x, despite S&P's expectation for slow progress over the next
year.


BEST PAYPHONES: Court Rules in 13-Year Dispute With NYC
-------------------------------------------------------
Michael Chaite -- principal of debtor Best Payphones, Inc., which
operated public pay telephones in various locations throughout the
City of New York -- and the New York City Department of
Information Technology and Telecommunications have been engaged in
litigation the past 13 years before the United States Bankruptcy
Court for the Southern District of New York, the United States
District Courts for the Southern and Eastern Districts of New York
and the New York state courts.  In the latest salvo, Chaite has
moved to disallow the City's claims on the ground that the City
failed to file an application for allowance of its claims within
the time period set forth in Article VIII of the confirmed Third
Amended Plan of Reorganization Jointly Proposed by Best Payphones,
Inc, Debtor and Debtor-in-Possession, and Michael Chaite, dated
October 8, 2002.  The City has cross-moved for an order
transferring the escrow established under the Plan to provide for
the payment of disputed claims when and if allowed to the City's
counsel.  The matter is the only outstanding issue in the case.

Bankruptcy Judge Stuart M. Bernstein denied both motions in his
October 30 Memorandum Decision available at http://bit.ly/10gLnfB
from Leagle.com.

Best Payphones, Inc., commenced its chapter 11 case (Bankr.
S.D.N.Y. Case No. 01-15472) on October 23, 2001.


BLUE RACER: S&P Assigns 'B+' CCR & Rates $400MM Sr. Notes 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit to Blue Racer Midstream LLC.

At the same time, S&P assigned a 'B' issue-level rating and a '5'
recovery rating to the $400 million senior unsecured notes due
2022.  S&P expects the company to use net proceeds to reduce
borrowings under its senior secured revolving credit facility, to
fund expansion projects, and for general corporate purposes.  The
'5' recovery rating indicates that lenders can expect modest (10%
to 30%) recovery of principal if a payment default occurs.  At the
same time, S&P assigned a 'BB' issue-level rating to the company's
senior secured revolving credit facility.  S&P is also assigning a
'1' recovery to the credit facility.  The '1' recovery rating
indicates very high (90% to 100%) recovery.  The outlook is
stable.

"Our ratings on Blue Racer reflect our assessment of its 'weak'
business risk profile and 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Mike Llanos.

The "weak" business risk profile reflects the company's limited
scale and geographic diversity, construction risk over the next 12
to 24 months, and its limited track record operating as a stand-
alone entity.  Offsetting those factors is the company's high
percentage of fee-based contracts.  S&P's "aggressive" financial
risk profile assessment reflects its expectation of adjusted debt
leverage between 4x and 5x in 2015 and 2016 while maintaining
adequate liquidity.

The stable outlook reflects S&P's belief that Blue Racer will have
adequate liquidity and successfully execute on its growth
initiatives in the Utica shale over the next 12 months while
maintaining adjusted debt to EBITDA below 5x in 2015.

S&P could lower the rating if liquidity deteriorates or if it
expects debt to EBITDA to remain above 5x in 2015, likely due to
construction delays or cost overruns.

Although unlikely in the near term, S&P' could raise the rating if
the company can achieve a track record of completing construction
projects on time and within budget while increasing gathering and
processing volumes such it sustains debt to EBITDA of about 3.5x.


CAL DIVE: Executes Amendment No. 9 to Revolving Credit Facility
---------------------------------------------------------------
Cal Dive International, Inc. on Nov. 3 disclosed that it has
entered into a Limited Waiver, Agreement and Amendment No. 9 to
its first lien credit agreement which maintains the size of the
revolving credit facility at $100.0 million through December 1,
2014, and waives the Company's non-compliance with certain
financial covenants and payment obligations under the Credit
Agreement, as well as the cross defaults resulting from similar
defaults under the Company's second lien credit facility, through
December 1, 2014.  As amended, the revolving credit facility
capacity will step-down from $100.0 million to $90.0 million on
December 2, 2014.  The Company also continues to work
cooperatively with the lenders under its second lien credit
facility and its convertible notes, as well as its suppliers and
vendors.

The Amendment provides the Company with additional time to
continue to pursue financing transactions, non-core asset sales
and other strategic efforts that could provide the Company with
additional liquidity and allow for the repayment, restructuring or
refinancing of the Company's first lien revolving credit facility
and other funded debt.  While the Company remains hopeful that
these efforts will be successful, there can be no assurance that
an agreement on such a transaction will be reached by the waiver
expiration.  If an agreement cannot be reached in a timely
fashion, the Company will have to consider other, potentially less
satisfactory measures to provide liquidity for its operations.

The Company also announced on Nov. 3 that it has been notified by
the New York Stock Exchange that it had determined to commence
proceedings to delist the Company's common stock in view of its
abnormally low trading price.  The NYSE made a public announcement
of this decision on October 29, 2014, and trading in the Company's
common stock on the NYSE was suspended immediately.  As previously
disclosed, on September 8, 2014, the Company was notified by the
NYSE that it no longer satisfied the minimum share price standard
for continued listing of its common stock through its failure to
maintain an average closing price per share of not less than $1.00
over a consecutive 30 day period.

Under the NYSE delisting procedure, the Company has 10 business
days to appeal the NYSE's delisting decision, and the Company does
not intend to appeal this decision.  The Company's common stock
now trades on the OTC under the symbol "CDVI."

                   About Cal Dive International

Cal Dive International, Inc., headquartered in Houston, Texas, is
a marine contractor that provides manned diving, pipelay and pipe
burial, platform installation and salvage, and light well
intervention services to the offshore oil and natural gas industry
on the Gulf of Mexico OCS, Northeastern U.S., Latin America,
Southeast Asia, China, Australia, West Africa, the Middle East,
and Europe, with a diversified fleet of dive support vessels and
construction barges.


CB MAPLE SHADE: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: CB Maple Shade, LLC
           dba Charlie Brown's
        1101 W. Waterloo Road
        Edmond, OK 73025

Case No.: 14-14599

Chapter 11 Petition Date: November 3, 2014

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Hon. Sarah A. Hall

Debtor's Counsel: Douglas N. Gould, Esq.
                  DOUGLAS N. GOULD, PLC
                  6303 Waterford Blvd. Ste. 260
                  Oklahoma City, OK 73118
                  Tel: (405) 286-3338
                  Fax: (405) 848-0492
                  Email: dg@dgouldlaw.com

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

Estimated Liabilities: $10 million to $50 million

The petition was signed by Bradley L. Grow, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/okwb14-14599.pdf


CENTRUS ENERGY: Regains Compliance with NYSE Listing Standards
--------------------------------------------------------------
Centrus Energy Corp. on Nov. 3 reported that it has received
notification from the New York Stock Exchange that the Company has
regained compliance with the NYSE's continued listing standards.
Centrus achieved compliance by making progress consistent with a
plan submitted to the NYSE to address the Company's non-compliance
with a NYSE listing standard beginning in 2013 and by achieving an
average 30 trading-day market capitalization above $50 million.

On September 30, 2014, Centrus emerged from Chapter 11 bankruptcy,
and its new common stock began trading on the New York Stock
Exchange under the ticker symbol "LEU."  The Company maintained
its NYSE listing throughout the Chapter 11 process, and its 30
trading-day average market capitalization is now above $50
million.

The notification from the NYSE comes at the end of an 18-month
period for Centrus to cure the compliance issue.  Prior to the
Company's voluntary filing of its prearranged Chapter 11 plan of
reorganization, a decline in the total market capitalization for
the Company's common stock in April 2013 caused it to be out of
compliance with a NYSE listing requirement.  The Exchange requires
that a company maintain an average market capitalization of not
less than $50 million over a consecutive 30 trading-day period
where the company's total stockholders' equity is less than $50
million.  Centrus submitted a plan advising the NYSE of definitive
actions it would take to bring the Company into compliance during
the 18-month cure period.  The Oct. 31 notification from the NYSE
confirms that Centrus' stock is back in compliance with the
listing standard.

"Over the past 18 months, the management and employees of Centrus
worked hard to achieve the goals set out in the plan of compliance
submitted to the Exchange, which included the restructuring and
strengthening of our balance sheet through the Chapter 11
process," said John C. Barpoulis, Centrus senior vice president
and chief financial officer. "We appreciate the professional,
cooperative approach of the Exchange during this period."

In accordance with NYSE regulations, the Company will be subject
to a 12-month follow-up period to ensure that the Company does not
fall below any of the NYSE's continued listing standards.

                     About Centrus Energy Corp.

Centrus Energy Corp. is a trusted supplier of enriched uranium
fuel for a growing fleet of international and domestic commercial
nuclear power plants.  Centrus is working to deploy the American
Centrifuge technology for commercial needs and to support U.S.
energy and national security.


CLIFFORD WOERNER: Frugal U.S. Trustees Favor Higher Lawyer Fees
---------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that the Executive Office for U.S. Trustees filed
papers in a case involving a couple's Chapter 7 liquidation to
implore the U.S. Court of Appeals for the Fifth Circuit to
overturn the 1998 decision known as Pro-Snax and adopt a standard
"consistent with Congress's intent" in paying bankruptcy
attorneys.

According to the report, in July, a three-judge panel of the Fifth
Circuit cut the fees of the lawyers who represented the couple in
a prior Chapter 11 case, citing Pro-Snax, which allowed payment of
legal fees in a bankruptcy case if, with the benefit of hindsight,
there was "identifiable, tangible, and material benefit to the
estate."  The three judges, however, said in a concurring opinion
that "the Pro-Snax standard may be misguided" and recommended that
all active judges on the circuit rehear the case and abandon Pro-
Snax in favor of a compensation standard adopted by all other
courts of appeal, the report related.

The case is Barron & Newburger PC v. Texas Skyline Ltd. (In re
Woerner), 13-50075, U.S. Court of Appeals for the Fifth Circuit
(New Orleans).


CRUMBS BAKE SHOP: Owners Settle to Avoid Suit
---------------------------------------------
Sara Randazzo, writing for Daily Bankruptcy Review, reported that
the new owners of Crumbs Bake Shop Inc. have agreed to pay $85,000
to avoid facing litigation accusing them of lending to the
distressed cupcake chain on such terms that it was doomed to fail
and allowing them to scoop up the company cheaply in bankruptcy
proceedings.

                      About Crumbs Bake Shop

Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. D. N.J. Lead Case No. 14-
24287) on July 11, 2014.  John D. Ireland signed the petitions as
chief financial officer.  Crumbs Bake Shop estimated assets of $10
million to $50 million and the same range of liabilities.

Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors'
counsel.  Prime Clerk LLC is the Debtors' claims and noticing
agent.  Judge Michael B. Kaplan oversees the jointly administered
cases.

The U.S. Trustee appointed three creditors to serve in the
Official Committee of Unsecured Creditors.   Sharon L. Levine,
Esq., at Lowenstein Sandler LLP serves as Committee's counsel.

                           *     *     *

On July 7, 2014, the Board of Directors of Crumbs Bake Shop
determined to cease operations effective immediately.  The Board's
determination was made after the Company lacked sufficient
liquidity to maintain current operations.

On the petition date, Crumbs entered into an Asset Purchase
Agreement through which Lemonis Fischer Acquisition Company, LLC,
a joint venture created by Marcus Lemonis LLC and Fischer
Enterprises, L.L.C., will acquire the Crumbs' business as part of
the Company's Chapter 11 filing.  Lemonis Fischer Acquisition is
represented by Louis Price, Esq., at McAfee & Taft PC.

On Aug. 29, 2014, Crumbs Bake Shops completed the sale of its
assets for a credit bid of $7,140,000 and the assumption of
various liabilities.  There are no cash proceeds and the credit
bid resulted in the repayment of all indebtedness to Lemonis
Fischer Acquisition, which held a first priority security interest
in the assets of the Company. The Company's remaining assets will
be liquidated and the proceeds thereof will be utilized to pay
unsecured liabilities in accordance with applicable law and
certain advisors' fees and expenses. The Company does not expect
that there will be any proceeds available for distribution to
shareholders.


CT TECHNOLOGIES: S&P Revises Outlook to Stable & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Alpharetta, Ga.-based CT Technologies Intermediate Holdings Inc.
(d/b/a HealthPort) to stable from negative and affirmed the 'B'
corporate credit rating.

At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed $325 million senior secured term loan due 2021
and $30 million revolving credit facility due 2019.  The '3'
recovery rating indicates S&P's expectation for "meaningful"
recovery (50% to 70%) in the event of payment default.  S&P's
expectations fall in the upper half of this range.

S&P will withdraw its issue-level and recovery ratings on the
company's existing debt following the close of the transaction.

"The outlook revision reflects the expected repayment of
HealthPort's existing credit facilities, which currently have
tight headroom under its financial covenants," said Standard &
Poor's credit analyst Christian Frank.

The ratings reflect Standard & Poor's adjusted leverage in the
mid-6x area pro forma for the proposed transaction and the
company's niche focus on the highly fragmented ROI market which
has regulated pricing.

The stable outlook reflects HealthPort's good market position,
consistent revenue base, and S&P's expectation for stable
profitability.

S&P could lower the rating if EBITDA declines due to changing
health care market dynamics that disrupt the release of
information industry or adverse regulatory action, resulting in
leverage above 7x on a sustained basis or if tight covenant
cushion restricts access to the revolving credit facility such
that S&P views liquidity as less than adequate.

The possibility of an upgrade is limited by S&P's view that the
company's private equity ownership precludes sustained de-
leveraging.


DEX MEDIA: Reports Financial Results for Third Quarter 2014
-----------------------------------------------------------
Dex Media, Inc., one of the largest national providers of social,
local and mobile marketing solutions through direct relationships
with local businesses, on Nov. 4 announced financial results for
the third quarter and nine months ended Sept. 30, 2014.

Key highlights year to date 2014:

    * Grew digital ad sales by 10.9%

    * Generated net cash provided by operating activities of $305M

    * Retired $314M of bank debt

"The Company's progress with digital ad sales and continued focus
on expense management enabled positive results in the third
quarter," said Joe Walsh, newly appointed president and CEO of Dex
Media.  "We are encouraged by client interest in our bundle
solutions as well as the early results of our enhanced sales
recruiting and training efforts.  These outcomes further reinforce
our commitment to helping local businesses grow."

Third Quarter and Nine Months Ended Sept. 30, 2014

(1) These represent non-GAAP measures. Pro forma Operating Revenue
includes Dex One Corporation (Dex One) and SuperMedia Inc.
(SuperMedia), the predecessor companies, operating revenue as if
the merger had occurred prior to 2012 and excludes the impact of
acquisition accounting, as required by U.S. GAAP. Adjusted Pro
forma EBITDA represents earnings before interest; taxes;
depreciation and amortization; and other nonrecurring items,
including adjustments for reorganization items, merger transaction
costs, merger integration costs, severance costs, asset write
downs, and employee benefit plan amendments.  Adjusted Pro forma
EBITDA includes Dex One and SuperMedia EBITDA as if the merger had
occurred prior to 2012; and excludes the impact of acquisition
accounting, as required by U.S. GAAP.  Adjusted Pro forma EBITDA
margin is calculated by dividing Adjusted Pro forma EBITDA by Pro
forma Operating Revenue.

(2) Advertising sales is an operating measure which represents the
annual contract value of print directories published and digital
contracts sold.  It is important to distinguish advertising sales
from revenue, which under U.S. GAAP are recognized under the
deferral and amortization method.  Advertising sales are a leading
indicator of revenue recognition and are presented on a combined
basis, including both former Dex One and former SuperMedia, for
the three months and nine months ended Sept. 30, 2014 and 2013.

Cash provided by operations for the nine months ended Sept. 30,
2014 was $305 million less $15 million in capital expenditures
which resulted in free cash flow, a non-GAAP measure, of $290
million.  The Company had a cash balance of $145 million as of
Sept. 30, 2014.

Acquisition Accounting Statement

On April 30, 2013, the merger of Dex One and SuperMedia was
consummated, with 100% of the equity of SuperMedia being exchanged
for equity in Dex Media.  Dex Media accounted for the business
combination using the acquisition method of accounting, with Dex
One identified as the acquiring entity for accounting purposes.
As a result of the acquisition of SuperMedia, our GAAP results for
the nine months ended Sept. 30, 2013 exclude the operating results
of SuperMedia prior to April 2013.  Prior to the merger with Dex
One, SuperMedia had deferred revenue and deferred directory costs
on its consolidated balance sheet.  These amounts represented
future revenue and cost that would have been amortized by
SuperMedia from May 2013 through April 2014 that was not
recognized by Dex Media.  As a result of acquisition accounting,
the fair value of deferred revenue and deferred directory costs
was determined to have no future value, thus were not recognized
in the operating results of Dex Media.  The exclusion of these
items from our operating results did not have any impact on the
cash flows of Dex Media.

                     About Dex Media Inc.

Dex Media, Inc. is a provider of social, local and mobile
marketing solutions for local businesses. The Company provides
marketing solutions that include Websites, print, mobile, search
engine and social media solutions. The Company?s brands include
Dex One and SuperMedia. Through both brands, it delivers a range
of social, mobile, and print solutions. The Company's consumer
services include the Dex Knows.com and Superpages.com online and
mobile search portals and applications and local print
directories.  On April 30, 2013, Dex One Corp. and SuperMedia
announced the completion of their merger, creating Dex Media, Inc.

Dex One (DEXO) and SuperMedia (SPMD) in March 2013 sought Chapter
11 bankruptcy protection in order to complete a merger.  The
filing was just about three years after each company exited court
protection.  The cases are In re Dex One Corp, 13-10533, U.S.
Bankruptcy Court, District of Delaware. and In re SuperMedia Inc,
13-10545, U.S. Bankruptcy Court, District of Delaware.


DYNEGY INC: 2nd Cir. Dismissed Lead Plaintiff's Appeal
------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit affirmed the
order entered by the U.S. District Court for the Southern District
of New York (Koeltl, J.), dismissing a bankruptcy appeal by
Stephen Lucas related to the Chapter 11 case of Dynegy Inc.

The district court concluded that Lucas lacked standing to opt out
of or object to the joint reorganization plan of Dynegy Inc. and
its subsidiary on behalf of a putative class in a separate
securities class action against Dynegy Inc.  Because Lucas had
opted out in his individual capacity, the district court also
found he was not affected by the bankruptcy court's order and thus
lacked standing to pursue his personal objection to the plan on
appeal.

Lucas is the lead plaintiff in Silsby v. Icahn, the securities
class action litigation.

A copy of the Court's Oct. 31, 2014 decision is available at
http://bit.ly/1A8jGWTfrom Leagle.com.

                          About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.

                         *     *     *

This concludes the Troubled Company Reporter's coverage of Dynegy
Inc., Dynegy Holdings, and its affiliates until facts and
circumstances, if any, emerge that demonstrate financial or
operational strain or difficulty at a level sufficient to warrant
renewed coverage.


EASTMAN KODAK: Reports Net Earnings of $19MM in Third Quarter
-------------------------------------------------------------
Driven by strong sales increases for key strategic technology
products and intellectual property licensing payments, Eastman
Kodak Company on Nov. 4 reported net earnings of $19 million for
the third quarter of 2014.  Net earnings in the third quarter of
2013 were $1.99 billion as a result of a $2.21 billion
reorganization item gain in that quarter.  Operational EBITDA
increased to $89 million in the third quarter from $42 million in
the previous-year quarter.

Sales in the quarter were $564 million, up $1 million from the
previous-year quarter, despite declines totaling $43 million in
the Consumer Inkjet and Entertainment Imaging films mature
businesses.

"Our first profitable quarter since our emergence is a milestone,"
said Jeff Clarke, Chief Executive Officer.  "Strategic technology
product areas, especially in our graphics business, are showing
momentum, and we continue to invest significantly in our
technology and to build our installed base.

"However, Kodak continues to operate too closely to our breakeven
point.  While our costs are down, we will continue to reengineer
processes, streamline our organization, and improve execution and
accountability to accelerate and broaden our momentum.

"Our digital plates and CTP platesetter product lines delivered
solid growth, with continuing robust growth in sales of KODAK
SONORA Process Free Plates.  Customers worldwide recognize the
cost, workflow and environmental advantages offered by this
product line, which eliminates use of water, chemistry and energy
associated with processing of plates without sacrificing quality.
We also showed strong growth for our unique packaging solution,
the KODAK FLEXCEL NX System.  Our KODAK PROSPER Systems had growth
of more than 50% in pages printed."

Chief Financial Officer John McMullen said, "Kodak is on track to
meet guidance for 2014 revenue of $2.1 to $2.3 billion and
Operational EBITDA of $145 to $165 million. Liquidity remains
strong, with a cash balance of $744 million."

Graphics, Entertainment & Commercial Films (GECF): The GECF
segment consists of the Graphics and Entertainment & Commercial
Films groups, as well as Kodak's intellectual property and brand
licensing activities.

GECF segment sales were $400 million in the third quarter of 2014,
an increase of 13% from the $353 million of the previous-year
quarter.

A significant decline in motion picture film was more than offset
by $51 million in non-recurring intellectual property licensing
revenue.  Unit volume in the digital plates business was up for
the second quarter in a row, led by KODAK SONORA Process Free
Plates.  Combined with solid growth in computer-to-plate (CTP)
platesetter sales, unit volume growth more than offset price
erosion and resulted in a modest increase in revenue for the Pre-
Press Solutions business.

Operational EBITDA for GECF improved in the quarter by $53 million
to $89 million.  The improvement in gross profit percent was
driven by the gain in intellectual property and brand licensing,
as well as manufacturing cost reductions in Graphics, primarily
from positive comparisons as a result of fresh start accounting
and lower material costs.

Digital Printing and Enterprise (DP&E): The DP&E Segment consists
of Digital Printing, Packaging and Functional Printing, Enterprise
Services & Solutions, and Consumer Inkjet Systems businesses.

DP&E had sales of $164 million in the third quarter of 2014, a
decline of 17% from the $198 million of the previous-year quarter,
driven primarily by the decline in the Consumer Inkjet business.

Sales of KODAK FLEXCEL NX Products for package printing continued
to enjoy strong growth in the quarter, on track with expectations,
with revenue from FLEXCEL NX Plates up by 34%.

Operational EBITDA for the DP&E Segment declined from $6 million
in the 2013 third quarter to zero in the 2014 quarter, largely as
a result of the decrease in consumer inkjet ink sales.  Gross
profit percent remained essentially flat, with positive impacts
from inventory revaluation as a result of fresh start accounting
being offset by consumer inkjet ink sales constituting a lower
percentage of the segment's gross profit dollars, as well as lower
sales of consumables in the digital printing business.

                       About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.


EASTMAN KODAK: Wants to Close Chapter 11 Case
---------------------------------------------
Kelsey Butler, writing for The Deal, reported that Eastman Kodak
Co. has filed a motion asking a bankruptcy judge to close its
Chapter 11 case, saying distributions under its reorganization
plan have been completed and it doesn't want to keep incurring
further administrative expenses.  According to The Deal, court
papers show that the photography company has racked up $103.47
million in attorney fees and $141.77 million in other professional
fees and expenses.

Maria Armental, writing for The Wall Street Journal, reported that
Kodak posted its first profit since emerging from bankruptcy last
year.  For the three-month period ended Sept. 30, Kodak reported a
profit of $17 billion, down from $1.99 billion, a year earlier,
the Journal said.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.


ENERGY FUTURE: Auction of Oncor Stake Conditionally Approved
------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge Christopher Sontchi in Wilmington, Del.,
conditionally approved the procedures governing the sale of Energy
Future Holdings Corp.'s 80% stake in Oncor, a cash-generating
transmission business in Texas.

According to the report, Judge Sontchi said he will approve the
rules for competition over the Oncor stake, estimated to be worth
$18 billion, only after the energy giant's board of directors and
the boards of related corporate units take another look at the
sale plans.  Judge Sontchi, the report said, required a longer
timeline and more openness in the sale process.

                       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.


FERROUS MINER: Wants More Time to File Schedules
------------------------------------------------
Ferrous Miner Holdings Ltd. and Global NAPs Inc. ask the U.S.
Bankruptcy Court for the District of Delaware to extend the
deadline file their schedules of assets and liabilities, and
statements of financial affairs until the 13th day after the
Receiver Carl F. Jenkins gives notice that he has turned over the
Debtors' books and records.

According to the Debtors, Mr. Jenkins has refused multiple
requests to provide accountings, has sold assets at a fraction of
their value -- even when presented with better or higher offers --
and abandoned others, has thrown valuable equipment in the trash,
and has not made distributions to creditors despite inducing many
of them to provide post-receivership services without disclosing
that the receivership estates are administratively insolvent and
nonetheless continuing to pay himself and his professionals
millions of dollars in legal and professional fees.

Mr. Jenkins was appointed the benefit of Verizon New England, Inc.
dba Verizon Massachusetts as receiver over the property and
interest of the Debtors and other judgment Debtors.

A hearing is set for Dec. 2, 2014, at 12:30 p.m., to consider the
Debtors' extension request.  Objections, if any, are due Nov. 14,
2014, at 4:00 p.m.

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

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

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

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

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


FL 6801: Asks Court to Move Deadline to Remove Suits to Jan. 15
---------------------------------------------------------------
FL 6801 Spirits LLC has filed a motion seeking additional time to
remove lawsuits involving its affiliates.

In its motion, FL 6801 asked the U.S. Bankruptcy Court for the
Southern District of New York to move the deadline for filing
notices of removal of the lawsuits to Jan. 15 from Oct. 31.

Some of FL 6801's affiliates, which are also in Chapter 11
protection, have been named as defendants in suits filed by Katz
Meltzer Construction Co., Plaza Contracting Co. and condominium
associations.

Katz Meltzer and Plaza Contracting claim that they hold a
construction lien for the services they provided as contractors
for a condominium hotel in Miami Beach owned by FL 6801's
affiliates.

FL 6801's affiliates sold their interests in the property at an
auction in August where Z Capital Partners LLC's $21.6 million
offer was selected as the winning bid.  The condominium
associations questioned the results of the auction, saying the
offer made by 6801 Collins Hotel LLC, the association's designated
bidder, should have been selected as the winning bid.

                     About FL 6801 Spirits

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

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

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

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

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


FUWEI FILMS: Has 180 Days to Regain NASDAQ Listing-Compliance
-------------------------------------------------------------
Fuwei Films (Holdings) Co., Ltd., a manufacturer and distributor
of high-quality BOPET plastic films in China, on Nov. 3 disclosed
that on October 29, 2014, it received a NASDAQ Staff Deficiency
Letter indicating that the Company is not currently in compliance
with Nasdaq Listing Rule 5450(b)(1)(c), which requires a listed
company's securities to maintain a Minimum Market Value of
Publicly Held Shares of $5,000,000 or more.  However, the Nasdaq
Listing Rules also provide the Company a grace period of 180
calendar days in which to regain compliance.

In addition, following the initial 180 day period, Fuwei Films may
be eligible for an additional 180 day period to regain compliance,
subject to the Company, at that time, transferring its securities
to The Nasdaq Capital Market and satisfying certain other
requirements.

At present, Fuwei Films will work to regain compliance during the
initial 180 day compliance period and will actively monitor its
performance with respect to the listing standards.  If at anytime
during this grace period the Company's MVPHS exceeds $5,000,000 or
more for a minimum of ten consecutive trading days, Nasdaq will
provide the Company with a written confirmation of compliance.
The notification letter has no effect at this time on the listing
of the Company's ordinary shares and will continue to trade on the
Nasdaq Global Select Market under the ticker symbol "FFHL."

In the event that the Company is unable to regain compliance with
the Nasdaq Rules prior to the expiration of the grace period, the
Company will receive a written notification that its ordinary
shares are subject to delisting.

                       About Fuwei Films

Fuwei Films conducts its business through its wholly owned
subsidiary, Fuwei Films (Shandong) Co., Ltd.  Fuwei Shandong
develops, manufactures and distributes high-quality plastic films
using the biaxial oriented stretch technique, otherwise known as
BOPET film (biaxially oriented polyethylene terephthalate).
Fuwei's BOPET film is widely used to package food, medicine,
cosmetics, tobacco, and alcohol, as well as in the imaging,
electronics, and magnetic products industries.


GARLOCK SEALING: To Blame for Bankruptcy, Plaintiffs Law Firm Says
------------------------------------------------------------------
In response to the unsealing of documents in the bankruptcy of
Garlock Sealing Technologies, the lead attorney for one of the law
firms representing asbestos plaintiffs says the unsealed documents
will show that efforts to discredit his client are an attempt to
cast blame for the company's failure on someone other than the
company's management.

Following an earlier ruling from U.S. Magistrate Judge David Cayer
of the Western District of North Carolina, documents were unsealed
on Nov. 3 in a lawsuit against Simon Greenstone Panatier Bartlett
PC and other law firms representing asbestos plaintiffs in
litigation against Garlock.

Michael W. Magner, lead attorney for Simon Greenstone, welcomed
the opportunity for the public and the legal profession to see
details of the lawsuit.

"This lawsuit represents nothing more than a frivolous effort to
discourage victims of asbestos products and their representatives
from seeking just compensation," Mr. Magner said.  "If the case
against my clients is not dismissed by the Court, there will be
much more to come in the way of documents and testimony when the
case enters the discovery phase of the litigation.  We will push
for all communications between Garlock and its attorneys to be
unsealed so we can identify for the public the individuals
responsible for Garlock's bankruptcy."

"Simon Greenstone and its attorneys aggressively and skillfully
represented terminally ill mesothelioma patients who were exposed
to asbestos-containing products manufactured by Garlock," he said.
"They did so within the bounds of the legal and ethical
constraints of our adversarial civil justice system.  Simon
Greenstone zealously represented their dying clients -- many of
whom were veterans of our armed forces ? as is every attorney's
sworn obligation under the law."

"As the manufacturer of admittedly dangerous asbestos-containing
products, Garlock made a considered decision to do what most civil
litigants do: settle," Mr. Magner continued.  "Garlock sized up
the situations it faced and mitigated its potential downside
losses by settling early.  This strategy is reflected in the
contemporaneous correspondence of their national settlement
counsel, as reflected in Simon Greenstone's filings in the court
record.  Indeed, at the time of the settlements, Garlock's
attorney stated that the settlements were in his client's
interests."

"Garlock had every opportunity to investigate its defenses, to
seek the intervention of the courts to obtain additional
information or seek sanctions, and to contest the evidence before
a fact finder," he said.  "Garlock chose not to do these things in
favor of a strategy of settling cases quickly in an effort to keep
its legal expenses down and avoid the risk of going to trial.
This strategy led to Garlock's bankruptcy and someone in
management should answer for it.  Instead, Garlock is desperately
seeking somewhere else to cast the blame and, rather than blame
their own lawyers, whose selection could be traced back to the
officers and directors Garlock is trying to save, they blamed
plaintiff lawyers generally and my clients in particular."

"Garlock's current allegations are revisionist history, and fly in
the face of reason and common sense.  Garlock has no one but its
officers, attorneys, and consultants to blame for what in
hindsight was a failed litigation strategy."

                    About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GCCFI LIVE OAK: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: GCCFI Live Oak Lodge, Inc.
        2739 Rayburn Ridge Dr.
        Kay, TX 77450

Case No.: 14-20432

Chapter 11 Petition Date: November 3, 2014

Court: United States Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Hon. Richard S. Schmidt

Debtor's Counsel: Ralph Perez, Esq.
                  CAVADA LAW OFFICE
                  4646 Corona Dr., Ste. 165
                  Corpus Christi, Tx 78411
                  Tel: 361.814.6500
                  Fax: 361.814.8618
                  Email: ralph.perez@cavadalawoffice.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert Durst, president.

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


GENERAL MOTORS: 30 Deaths Linked to Faulty Ignition Switch
----------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors' compensation fund said the number of confirmed
deaths linked to the automaker's faulty-ignition switch remain at
30, while the total number of serious injuries now stands at 31 as
of Oct. 31.  According to the report, fund has now received 1,772
claims with 196 related to deaths and the remaining considered
injury claims.

                     About Motors Liquidation

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

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

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

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

                        *     *     *

The Troubled Company Reporter, on Sep. 29, 2014, reported that
Standard & Poor's Ratings Services raised its corporate credit
rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from
'BB+', and revised the outlook to stable from positive.  At the
same time, S&P raised its issue-level rating on GM's unsecured
debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4'
recovery rating on that debt, because S&P do not assign recovery
ratings to the issues of investment-grade companies.

On Oct. 21, 2014, the TCR reported that Fitch Ratings has assigned
a rating of 'BB+' to GM's amended unsecured credit facilities.
Fitch currently rates GM's Issuer Default Rating (IDR) 'BB+'.  The
Rating Outlook is Positive.  Fitch has also affirmed and withdrawn
the 'BB+' IDR of GM's General Motors Holdings LLC (GM Holdings)
subsidiary, as there is no longer any rated debt at the
subsidiary, and Fitch does not expect the subsidiary to be an
active issuer going forward.  Fitch has also withdrawn GM
Holdings' unsecured credit facility rating of 'BB+' as the
subsidiary is no longer a borrower on the facilities.


GOOD SHEPHERD: S&P Lowers Rating on Existing Debt to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term and
underlying (SPUR) rating to 'BB-' from 'BB+' on Good Shepherd
Medical Center, Texas' (Good Shepherd) existing debt, issued by
various entities.  The ratings remain on CreditWatch with negative
implications.

"The lowered rating reflects our view of Good Shepherd's inability
to complete its planned asset sales by Oct. 15, coupled with our
view of the system's materially constrained financial metrics and
debt service coverage that has been weakened by deeper operating
and excess losses than budgeted," said Standard & Poor's credit
analyst Karl Propst.  "The CreditWatch designation reflects our
view of the Oct. 15, 2014 amended and restated forbearance
agreements with Wells Fargo Municipal Capital Strategies LLC and
JPMorgan Chase Bank N.A.," Mr. Propst added.

Good Shepherd Health System (GSHS) is the sole member of Good
Shepherd Medical Center (GSMC), Good Shepherd Medical Center
Marshall (GSMC-M), and Good Shepherd Medical Center-Linden, which
had no rated debt and which ceased operations on April 30 due to
persistent operating losses.  GSHS, GSMC, and GSMC-M are joint
obligors to the outstanding bonds and form the obligated group.
GSMC-Linden was not part of the obligated group, nor is GSHS
Customer Service Building.


GMC DAIRY FARMS: Judge Approves Creditors' Exit Plan
----------------------------------------------------
Bankruptcy Judge W. Richard Lee confirmed the Plan of
Reorganization, as amended, filed by creditors Farm Credit West,
FLCA and Farm Credit West, PCA, for debtors GMC Dairy Farms, L.P.
and George and Marilyn Lanting.

Farm Credit West filed the Original Plan on July 31, 2014.
Following the comments made by the Court at the confirmation
hearing, the Original Plan was superseded by a Plan dated October
9, 2014.

A copy of Judge Lee's Findings of Fact and Conclusions of Law
dated October 30, 2014 is available at http://bit.ly/10gLU17from
Leagle.com.

Attorneys for Farm Credit West, PCA, and Farm Credit West, FLCA,
are:

     Rene Lastreto II, Esq.
     Michael J. Gomez, Esq.
     LANG, RICHERT & PATCH
     5200 N Palm Ave
     Fresno, CA 93704
     Tel: (559) 228-6700
     E-mail: rl2@lrplaw.net
             mjg@lrplaw.net

GMC Dairy Farms LLP, dba GMC Dairy Farms, The George & Marilyn J.
Lanting Revocable Trust, based in Corcoran, California, filed for
Chapter 11 bankruptcy (Bankr. E.D. Cal. Case No. 13-10302) on
January 17, 2013.  Judge W. Richard Lee presides over the case.
Thomas O. Gillis, Esq., in Modesto, California, serves as the
Debtor's counsel.  In its petition, the Debtor estimated $500,001
to $1 million in assets, and $1 million to $10 million in
liabilities.  The petition was signed by George Lanting, general
partner.


GREEN ENERGY: S&P Assigns Prelim. 'BB-' Rating on $546MM Sr. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'BB-' debt issue rating to Green Energy
Partners/Stonewall LLC's $546 million senior secured term loan B
facility due 2021 and letter of credit facility due 2019.  The
outlook is stable.  S&P also assigned a preliminary recovery
rating of '2' to both issues, indicating a "substantial" (70% to
90%) recovery of principal if a default occurs; S&P expects the
recovery to be at the higher end of spectrum.

The rating reflects the project's construction phase and
operational phase risk profiles, which are the same in S&P's view.
S&P's assessment of construction phase risk is driven by the use
of a technology that is considered a modified proven design along
with reliance on facility drawdowns during construction.  The
operations phase risk profile is driven by expectation of
reasonable performance, coupled with significant market, financial
performance, and refinance risks.

"The stable outlook reflects our expectation that the project will
be completed in early 2017 as scheduled, and with minimal cost
overruns," said Standard & Poor's credit analyst Michael Ferguson.

S&P expects that the project will then earn DSCRs of about 2.4x on
average during the term loan B period.  This hinges on continued
stability in capacity payments and a robust energy market in PJM,
as well as availability of about 93%.  This should yield leverage
of $322 per kW at maturity, leaving the project with moderate
refinancing risk.

S&P would consider lowering the rating during the construction
period if change orders were to become substantial, leading to
considerable cost overruns, or if delays in the construction
process resulted in an inability to meet the terms of the HRCO
agreement for a prolonged period of time.  Thereafter, lower
ratings could stem from a weaker energy and capacity market or
performance that is beneath S&P's expectations, possibly resulting
in minimum DSCRS under 1.4x or leverage exceeding $400 per kW at
maturity.

If market conditions improve significantly in PJM, such that
minimum DSCRs during the term loan B period exceed 2.1x, S&P could
consider higher ratings.  Furthermore, the strengthening of
existing HRCOs could lead to lower market risk, and possibly
higher ratings.


GT ADVANCED: Resembles a VC Investment, Analyst Says
----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Kevin Starke, a managing director at CRT
Capital Group LLC, characterized GT Advanced Technologies Inc. as
a "wild case" and said buying its debt "is a lot like venture
capital at this point."

The Bloomberg report, citing Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority, noted that
on the Petition Date, GT Advanced's $220 million in 3 percent
senior unsecured convertible notes due 2017 traded for about 157.5
cents on the dollar.  Bankruptcy depressed the bonds by 87 percent
to a closing low of 20.5 cents on Oct. 17, but since then the debt
more than doubled, last trading on Oct. 23 for 46.25 cents, the
report noted.

Mr. Starke, according to Bloomberg, said GT Advanced, if it
doesn't liquidate, will go back to its pre-sapphire roots as a
producer of solar equipment.  Mr. Starke added that buying GT
Advanced debt requires "more of a qualitative judgment on the
strength of the company's technology" as opposed to projecting
whether sales will meet projections, the report related.

                About GT Advanced Technologies

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

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

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

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


GT ADVANCED: Can Wind Down Sapphire Plants in Ariz. and Mass.
-------------------------------------------------------------
U.S. Bankruptcy Judge Henry J. Boroff has authorized GT Advanced
Technologies Inc. to take any and all actions that are necessary
or appropriate in the exercise of its business judgment to
implement the Wind Down Process at the Mesa, Ariz., facility and
the Salem, Mass., facility, with reductions in associated
supporting personnel at its Merrimack, New Hampshire, offices.

Judge Boroff also approved the Incentive Plan in connection with
the winding down of the operations.

                About GT Advanced Technologies

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

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

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

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


GT ADVANCED: Seeks Approval of Apple Settlement Agreement
---------------------------------------------------------
GT Advanced Technologies Inc. and its affiliates seek entry of an
order approving the terms of an Adequate Protection and Settlement
Agreement, dated October 21, 2014, by and among (i) Apple Inc. and
Platypus Development LLC and (ii) GT, GTAT Corporation, GT
Advanced Equipment Holding LLC and the other Debtors.

After intensive, hard-fought negotiations, GTAT has reached a
global settlement with Apple that (a) allows for the consensual
unwinding of their business relationship related to the sapphire
growth and fabrication project, (b) resolves all disputes arising
from the Parties' agreements GTAT's equity value in its sapphire-
growing furnaces located at the facility in Mesa, Arizona, (d)
facilitates GTAT's efforts to obtain debtor-in-possession and exit
financing for all Debtors, and (e) paves the way for GTAT's
emergence from chapter 11 as a re-energized company with a renewed
focus on its pre-Apple business of selling sapphire-growing
furnaces.  In addition, the global settlement with Apple ensures
the survival of GTAT with the attendant preservation of jobs in,
among other states, New Hampshire.

The alternative to the Settlement Agreement would be months, if
not years, of costly, time-consuming, and distracting litigation
with Apple over a wide range of contested issues, the success of
which GTAT could not guarantee.  These contested issues include,
without limitation, (a) GTAT's ability to effectively eliminate
exclusivity and intellectual property provisions in the Apple
Agreements through rejection under the Bankruptcy Code, (b) the
enforceability of numerous liquidated damages provisions in the
Apple Agreements pursuant to which Apple would likely assert
millions, if not billions, of dollars in secured and unsecured
and their business relationship, (c) preserves claims against
certain of the Debtors, (c) the ownership of the sapphire-growing
furnaces at the Mesa Facility as between GT Equipment and GTAT
Corp., and (d) the ownership of intellectual property rights as
between GTAT and Apple.  In addition, the estates might have
various causes of action against Apple, including actions rooted
in the Bankruptcy Code and breach of contract claims, that GTAT
would be compelled to investigate further and pursue, absent
settlement with Apple.  While GTAT believes that, subject to
confirmatory due diligence, it could prevail on many of these
issues, that outcome is by no means certain.  At a minimum,
protracted litigation against one of the largest corporations in
the world with over $100 billion of cash would be challenging and
expensive and could significantly delay GTAT's emergence from
chapter 11.

Such litigation would also present an enormous distraction for
senior management at a time it needs to focus on rebuilding GTAT's
business of selling sapphire-growing furnaces and on continuing to
build its other core businesses.

The Settlement Agreement puts all of the disputes between GTAT and
Apple to rest while providing numerous tangible benefits to GTAT
and its estates.  Among other things:

A. GTAT is freed from the exclusivity restrictions in the Apple
   Agreements, which is a crucial and indispensable step in GTAT's
   overall reorganization strategy to refocus its resources on
   selling advanced sapphire crystallization furnaces, including
   to competitors of Apple.

B. GTAT retains control of its intellectual property and will be
   able to sell its sapphire growth and fabrication technology
   without restrictions.

C. GTAT continues to own all production, ancillary, and inventory
   assets located at the Mesa Facility.  By retaining ownership of
   its 2,036 ASF Furnaces at the Mesa Facility, GTAT will be able
   to preserve its substantial equity value in these furnaces
   (which were originally contributed by GTAT to the sapphire
   growth and fabrication project at cost).  Moreover, subject to
   certain limitations, GTAT will control the sales of the Mesa
   ASF Furnaces for the next four years.

D. GTAT will be able to continue using the Mesa Facility rent-free
   for approximately one year to store the Mesa ASF Furnaces.

E. Apple releases all claims it may have against GTAT, including
   under the liquidated damages provisions in the Apple Agreements
   (which Apple has advised GTAT would total in excess of $1
   billion), save for a $439 million secured, non-recourse claim
   against GT Equipment (which claim is recoverable solely from
   the 2,036 Mesa ASF Furnaces).

F. Through its sole remaining claim, Apple will recover its $439
   million claim against GTAT over a period of up to four years
   without interest, solely from a specified portion of the
   proceeds from the sale of GTAT's ASF Furnaces.

G. Apple consents, subject to being provided with the adequate
   protection right set forth in the Settlement Agreement, to GTAT
   obtaining debtor-in-possession or exit financing that primes
   Apple's security interest in the Mesa ASF Furnaces in an amount
   of up to $150 million.

H. Apple's consent will facilitate GTAT's efforts to obtain
   critical new financing and should reduce the attendant
   borrowing costs, all for the benefit of GTAT's stakeholders.

I. Apple agrees to support, and vote in favor of, any chapter 11
   plan proposed by GTAT which provides for the treatment of
   Apple's $439 million secured claim as set forth in the
   Settlement Agreement.

The Settlement Agreement also provides another key (albeit
unquantifiable) benefit to GTAT's estates: it frees senior
management to focus on redeploying GTAT's scarce resources to
create the "new post-Apple GT."  Obviously, GTAT's businesses have
been severely affected by the chapter 11 filings and, because of
the exclusivity provisions in the Apple Agreements, GTAT has been
effectively kept out of the business of selling ASF Furnaces (at
least in the consumer electronics space) for approximately one
year.  GTAT's senior management must re-establish its business
contacts and relationships with potential customers, and the
Settlement Agreement allows it to focus 100% of its efforts on
this and other important tasks.

                About GT Advanced Technologies

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

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

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

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


HORSEHEAD HOLDING: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Pittsburgh-based Horsehead Holding Corp. to negative from stable.
At the same time, S&P affirmed its 'B-' corporate credit rating on
the company, although it has markedly lowered its expectations for
EBITDA and cash flow generation in 2014 and 2015.

S&P also affirmed its 'B-' rating on the company's senior secured
notes.  S&P's '4' recovery rating on the notes is unchanged,
indicating its expectation for average (30% to 50%) recovery of
principal in the event of payment default.

"The outlook revision reflects the increased risk that the
company's new Mooresboro, N.C., facility may not meet our
expectations for zinc production and profit generation," said
Standard & Poor's credit analyst Gail Hessol.

The rating affirmation is based on S&P's base-case expectation
that Mooresboro will approach full capacity utilization in mid-
2015, enabling Horsehead to generate robust EBITDA and FOCF in
2016, aided by relatively favorable business conditions.

"We assess Horsehead's business risk profile as "vulnerable,"
reflecting its links to the highly cyclical steel industry,
sensitivity to volatile commodity prices, and the significant
capital requirements of its business.  It primarily produces zinc
metal, zinc oxide (at its Zochem subsidiary) and nickel-based
alloy (at its INMETCO subsidiary) largely from recycled inputs,
including electric arc furnace dust and other material that
Horsehead collects and processes.  Horsehead's products are used
to make galvanized and stainless steel, tires, and a wide range of
other products," S&P said.

"We view Horsehead's competitive position as "vulnerable,"
highlighted by the company's very limited scope, the concentration
of its operations, and its risky strategy of closing an old zinc
smelter in Monaca, Pa., before its new facility in Mooresboro,
N.C. was fully operational.  Horsehead's financial performance has
suffered during the slow ramp-up of Mooresboro.  In addition, we
believe production disruptions may have damaged the company's
relationships with zinc customers that may have turned to other
suppliers.  For the first half of 2014, reported EBITDA was only
$8.1 million, and the Horsehead business segment (zinc metal
production) incurred a pretax loss of $15.4 million.  For the full
year, we expect the company to generate reported EBITDA of about
$15 million.  Production at Mooresboro has gradually increased
(now running at about 25% capacity utilization) and we continue to
expect this facility to improve the company's operating efficiency
when it is operating near full capacity, which we now expect to
occur in the second half of 2015.  We expect Horsehead to generate
EBITDA of about $50 million to $75 million in 2015, and more than
$100 million in 2016," S&P added.

The negative rating outlook reflects downside risks to S&P's base-
case forecast that the Mooresboro facility will break even on a
cash flow basis early in 2015 (or sooner) and will be operating
near full capacity in the second half of 2015.  The outlook also
considers the potential for the company to exhaust its liquidity
during the next two quarters.

S&P could lower the rating if the company's cash balance
approaches $30 million with no borrowing capacity from its
revolving credit facilities.  S&P would also consider a downgrade
if it believes Mooresboro is unlikely to meet its expectations for
zinc production and profit generation or if the company encounters
other unexpected difficulties, such as lower zinc prices or
weakened demand.

S&P could revise the outlook to stable if it believes Horsehead is
on a clear trajectory to meet S&P's expectations for generating
more than $100 million of reported EBITDA and about $35 million of
FOCF in 2016.  This would likely be accompanied by available
liquidity (cash plus borrowing capacity) of at least $50 million.


HOUSTON REGIONAL: Appeal Won't Delay Channel's Relaunch
-------------------------------------------------------
Katy Stech, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge Margin Isgur in Texas said he won't let a
protest from Comcast Corp. delay the relaunch of Houston's sports
channel, which broadcasts games for Major League Baseball's
Houston Astros and the National Basketball Association's Houston
Rockets.  According to the report, Judge Isgur said the Comcast
SportsNet Houston's bankruptcy reorganization plan, which he
approved last week, can be carried out while Comcast's lawyers
appeal.

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.


HP/SUPERIOR INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: HP/Superior, Inc.
           dba St. Francis Home in the Park
        5174 McGinnis Ferry Road, Suite 195
        Alpharetta, GA 30005

Case No.: 14-71797

Nature of Business: Health Care

Chapter 11 Petition Date: November 3, 2014

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

Debtor's Counsel: J. Robert Williamson, Esq.
                  SCROGGINS AND WILLIAMSON, P.C.
                  1500 Candler Building
                  127 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 893-3880
                  Email: rwilliamson@swlawfirm.com
                         centralstation@swlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Doug Mittleider, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb14-71797.pdf


KASPER LAND: Seeks Approval to Sell Property to Old Mac Partners
----------------------------------------------------------------
Kasper Land and Cattle Texas, LLC has filed a motion seeking court
approval to sell 11,200 acres of land to Old Mac Partners, LLC.

Kasper Land said the sale of the property, which is its only
asset, would allow the company to pay all claims of its creditors
in full, including more than $14 million in secured claims.

Under the proposed deal, Old Mac Partners will pay the company at
least the amount anticipated to be owing to its creditors as well
as its attorneys and the U.S. trustee, who hold administrative
claims.

Kasper Land's secured creditors will receive about $14.6 million,
and additional payments for accrued interest and attorneys' fees
once the company closes the sale.  Its unsecured creditor, which
is owed $6,750, will also get paid from the proceeds of the sale,
according to court filings.

The sale can proceed independently of Kasper Land's plan of
reorganization, according to the company's lawyer, Bill Kinkead,
Esq., at Kinkead Law Offices, in Amarillo, Texas.

"The plan is premised on transactions that are different than, and
inconsistent with, the proposed sale," Mr. Kinkead said in a court
filing.

If the proposed sale closes, Kasper Land will withdraw its plan.
However, if the sale does not close, the company will request
confirmation of and will consummate the plan, according to the
lawyer.

A court hearing to consider approval of the sale is set for
Nov. 13.  Objections are due by Nov. 12.

                   About Kasper Land and Cattle

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


KEMET CORP: S&P Assigns 'B-' Rating on $400MM Sr. Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' issue-level
rating and '4' recovery rating to KEMET Corp.'s recently announced
$400 million senior secured notes due 2019.

The company will use proceeds from the new notes to redeem and pay
the associated call premium on its $355 million outstanding 10.5%
senior notes due 2018, as well as to partially repay the borrowed
amount on its $50 million asset-based lending revolving credit
facility.  S&P plans to withdraw the ratings on the existing 10.5%
senior notes pending successful completion of the redemption.

The ratings on KEMET reflect the company's "weak" business risk
profile, incorporating the company's narrow product focus, low
market share in several of its businesses, weak operating margins,
and high degree of cyclicality.  The ratings also reflect the
company's "highly leveraged" financial risk profile, based S&P's
expectation of leverage greater than 6x through fiscal 2015 and
"adequate" liquidity.  S&P's stable outlook on KEMET reflects the
company's continued revenue and profitability improvement over the
past few quarters, recovering from the revenue decline experienced
in early fiscal 2014.

RATINGS LIST

KEMET Corp.
Corporate Credit Rating               B-/Stable/--

New Rating

KEMET Corp.
$400 mil. notes due 2019
Senior Secured                        B-
  Recovery Rating                      4


LIGHTSQUARED INC: Harbinger Loses Bid to Expunge Guaranty Claim
---------------------------------------------------------------
In the Chapter 11 case of LightSQUARED Inc., Bankruptcy Judge
Shelley C. Chapman denied the motion of Harbinger Capital Partners
LLC to (a) expunge the guaranty claim asserted by the LP Lenders
against the LP Parent Guarantors or, in the alternative, (b)
estimate the Guaranty Claim at zero for purposes of allowance.

A statement in support of the Motion was filed by SIG Holdings,
Inc., together with the Declaration of Sandeep Qusba.

Objections to the Motion were filed by (i) SP Special
Opportunities, LLC, which submitted the Declaration of James C.
Dugan in support of its objection, and (ii) the Ad Hoc Secured
Group of LightSquared LP Lenders, which filed the Declaration of
Steven Zelin in support of its objection.

Harbinger and SIG both filed replies to the objections, and
Harbinger has submitted two declarations of David M. Friedman in
support of the Motion.

A hearing on the Motion was held on October 27, 2014. At the
hearing, the Court elected to hear legal argument only and
declined to hold an evidentiary hearing on the Motion.

Pursuant to the October 1, 2010 Credit Agreement among
LightSquared LP, as borrower; LightSquared Inc. and the other
parent guarantors party thereto; the subsidiary guarantors party
thereto; the administrative agent; and the lenders party thereto,
the LP Lenders provided a term loan to LightSquared LP in the
aggregate principal amount of $1.5 billion.  Amounts outstanding
under the LP Credit Agreement are secured by a first-priority
security interest in, among other things, (i) substantially all of
the assets of LightSquared LP and the LP Subsidiary Guarantors;
(ii) the equity interests of LightSquared LP; and (iii) the equity
interests of the LP Subsidiary Guarantors.

The Subsidiary Guarantors and the Parent Guarantors have each
provided an unconditional joint and several guaranty of what is
defined in the LP Credit Agreement as the "Guaranteed
Obligations."  The Guaranteed Obligations include the payment in
full in cash, when due, of the principal and interest on the LP
Loans to, and the notes held by each LP Lender of, LightSquared
LP, as well as all other obligations owing to the LP Lenders by
any of LightSquared LP or the Guarantors under any loan document.

The Debtors' bankruptcy filing in 2012 triggered an Event of
Default under the LP Credit Agreement. On June 6, 2012, the Court
entered a final agreed order approving the Debtors' Cash
Collateral Motion.  The Order defines "Prepetition Obligations" to
include, inter alia, the $1,700,571,106 in aggregate principal
amount outstanding under the LP Credit Agreement as of the
Petition Date, and the defined term "Prepetition Obligations"
encompasses the Guaranty.

The Cash Collateral Order established August 11, 2012 as the
"Investigation Termination Date" by which parties in interest
could investigate the validity and enforceability of the
Prepetition Obligations or would be forever barred from doing so
after such date. No challenge to the Prepetition Obligations was
filed on or before August 11, 2012.

On September 6, 2012, the prepetition agents for the LP Lenders
filed a master proof of claim, which was deemed to be filed
against LightSquared LP and the Guarantors.  The Proof of Claim
encompassed all claims for the Guaranteed Obligations under the LP
Credit Agreement.

There are presently two pending plans of reorganization proposed
for the Debtors; the Court has not yet held a confirmation hearing
with respect to either Plan.

The so-called "LP Only Plan" has been withdrawn, and the Ad Hoc
Secured Group has filed its Second Amended Joint Plan, dated
October 13, 2014, which proposes a plan of reorganization for all
of the Debtors; votes on this plan have not yet been solicited.

Harbinger, a substantial equity holder and also a debt holder in
LightSquared Inc., is the sponsor of a proposed plan of
reorganization for LightSquared Inc. and certain of its related
Debtors. This plan, referred to as the "Inc. Plan" by the parties,
is supported by the other major constituencies of LightSquared
Inc. -- SIG and MAST Capital Management LLC. It is a condition to
confirmation of the Inc. Plan that the Court expunge or estimate
the Guaranty Claim at zero.

Although the Inc. Plan does not classify the Guaranty Claim at
all, in its recently revised form it proposes to make a
distribution to Holders of the Guaranty Claim by "surrender[ing]
to the Prepetition LP Agent" the equity in LightSquared LP and
LightSquared GP held by two of the Parent Guarantors, TMI
Communications Delaware, Limited Partnership and LightSquared
Investors Holdings Inc. The Inc. Plan also provides that, if the
Court estimates a claim that has not yet been allowed, then the
estimated amount shall constitute either the allowed amount of
such claim or the maximum limitation on such claim.

By the Motion, Harbinger argues that the Court can and should find
that the LP Collateral is worth at least as much as the LP Debt
plus the amount outstanding under the LP Debtors' DIP Facility and
that, therefore, the LP Lenders will be paid in full under the
terms of the LP Only Plan.

Harbinger also argues that the Inc. Plan "accomplishes the very
same thing" through its proposed surrender of 100% of the equity
interests in LightSquared GP and LightSquared LP to the LP
Lenders, the value of which, Harbinger submits, constitutes
payment in full because its value exceeds the amount of the LP
Debt.  Once the LP Lenders are "paid in full" in this way under
the Inc. Plan, the Guaranty Claim would be discharged under the
terms of the LP Credit Agreement.

The Ad Hoc Secured Group and SPSO argue that the Guaranty Claim
cannot be expunged or estimated at zero until the LP Lenders are
paid in full, and, aside from speculation that the LP Lenders will
receive a full recovery sometime in the future, there has been no
showing that the LP Debt can and will be satisfied. The LP Only
plan has been withdrawn; the Second Amended Joint Plan has not
been presented for confirmation; other than adequate protection
payments, the LP Lenders have received no payment on the LP Debt
since the Petition Date.

Moreover, even though the Inc. Plan purports to pay the LP Lenders
"in full" through the surrender of the equity of LightSquared LP
and LightSquared GP, the Objectors point out that the value of
such equity interests has not been monetized, or even determined,
and the Inc. Plan has not yet been confirmed. The Objectors
continuously emphasize that, under the LP Credit Agreement, the LP
Lenders are entitled to assert the full amount of the Guaranty
Claim against each of the Guarantors until the lenders are paid in
full, which has not occurred; thus, there is no basis to expunge
the Guaranty Claim. In addition, the Guaranty Claim is not subject
to estimation, argue the Objectors, because the claim does not
meet the requirements set forth in section 502(c) of the
Bankruptcy Code.

A copy of the Court's October 30, 2014 Bench Decision is available
at http://bit.ly/1vDcp9Sfrom Leagle.com.

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LIGHTSQUARED INC: Ergen to Control Co. in Newly Announced Deal
--------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Lightsquared Inc. announced in court that it has reached a
new restructuring plan that would give Dish Network Corp. Chairman
Charles Ergen a controlling stake in the troubled wireless
company.

According to the report, the deal, which was reached as a result
of mediation with U.S. Bankruptcy Judge Robert Drain, would give
Mr. Ergen 60% of the new equity in the restructured LightSquared
plus $1 billion in new junior debt.  J.P. Morgan Chase Co., one of
LightSquared's lenders, would receive a total of 31.9% of the
equity and a seat on the board of directors in exchange for its
debt and $189 million in funding, while other lenders would
receive a smaller piece of equity and warrants to purchase common
stock, the report related.

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LOUDOUN HEIGHTS: Chapter 11 Plan of Liquidation Confirmed
---------------------------------------------------------
The Hon. Brian F. Kenney of the U.S. Bankruptcy Court for the
Eastern District of Virginia has confirmed the Chapter 11 plan of
reorganization filed by Loudoun Heights, LLC, on Oct. 29, 2014.

The Plan contemplates the liquidation of all of the Debtor's
assets, including tangible assets, general intangible assets, and
real property.  In accordance with the Plan, the Debtor intends to
use the proceeds from the sales to pay toward the Allowed Claims
of all Classes of Secured and Unsecured Creditors.

The Debtor's Plan provides that M&T Bank has been granted
immediate relief from stay, and that this creditor will foreclose
on the secured 166-Acre Property no earlier than Oct. 22, 2014.
Additionally, this Claim will receive 80% of the Debtor's share of
proceeds generated by the sale of stream mitigation credits
relating to the 166-Acre Property.

A copy of the Plan is available for free at:

      http://bankrupt.com/misc/LOUDOUNHEIGHTS_208_4plan.pdf

                      About Loudoun Heights

Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 13-15588) on Dec. 16, 2013.  The Debtor disclosed total
assets of $13.10 million and total debts of $4.84 million.  The
petition was signed by Joe Bane as sole manager.  Frank Bredimus,
Esq., at Law Office of Frank Bredimus, serves as the Debtor's
counsel.  Judge Brian F. Kenney presides over the case.

As reported in the Troubled Company Reporter on April 22, 2014,
the Debtor in early April filed an amended disclosure statement
explaining its proposed plan of reorganization.  According to the
disclosure statement, all classes of creditors will be paid in
full.  The proceeds from the sale of the Debtor's assets will be
sufficient to pay the Claims of all secured, priority unsecured
and general unsecured creditors, and court-approved professionals.
The Debtor expects $4.37 million to $9.92 million in revenue from
the sale of all assets.


MARION ENERGY: In Ch. 11 to Stop Lender's Bid for Receiver
----------------------------------------------------------
Marion Energy, Inc., the U.S. unit of Australian oil and gas
company Marion Energy Ltd., sought Chapter 11 bankruptcy
protection to thwart plans by its secured lender, Castlelake, to
appoint a receiver and a conduct a fire sale of its assets.

Marion is a Texas corporation engaged in exploration and
production of natural gas in the State of Utah.  Marion's core
operation is a producing gas field located in Carbon and
Emery Counties, Utah (the "Clear Creek Field").  The Company also
holds smaller, currently unproductive acreage positions in the
Helper and Roan Cliffs area near Helper, Utah (the "Helper
Field").

Marion Energy filed its Chapter 11 bankruptcy petition (Bankr. D.
Utah Case No. 14-31632) in Salt Lake City, Utah on Oct. 31, 2014.
The Debtor estimated assets and debt of $100 million to $500
million.

Jeffrey Clarke, a director of the Debtor, explains that the value
of Marion's gas production assets, and the Clear Creek Field in
particular, likely exceeds $100 million based solely on proven
reserves, and is very likely much higher.  While Marion's
operations are nearing the point where significant production can
begin, they are currently resulting in only small, sporadic
production of gas for sale into the Questar pipeline, and thus
Marion is currently generating insufficient revenue to fund its
day-to-day operations.

To pay pre-existing debt and fund its operations in the Clear
Creek Field, Marion entered into a secured credit agreement with
TCS II Funding Solutions, LLC ("TCS") (the lender is commonly
referred to by the parties as "Castlelake") dated as of June 24,
2013, pursuant to which Marion borrowed $25 million on a secured
basis.  In addition, Marion has borrowed $134,024,408 from its
parent company, Marion Energy Limited, and has borrowed from other
sources to funds its operations.

Mr. Clarke narrates that due to heavy snowfall and severe cold in
the winter of 2013/2014, unexpected equipment problems, third-
party operational delays, and other operational issues, Marion was
unable to meet its production-related covenants and is currently
in default under the terms of the Credit Agreement. Beginning in
June 2014, Marion began negotiating a forbearance period with
Castlelake to give Marion time to obtain new financing from which
it could pay Castlelake. As a condition of entering into the
latest forbearance agreement dated September 8, 2014, Castlelake
required Marion to sign a verified statement for judgment by
confession, a stipulated judgment, a joint motion stipulating to
the appointment of a receiver, an authorization for the receiver
to conduct a 60-day sale of Marion's assets, and an assignment of
Marion's right of redemption.

During negotiations, Castlelake, according to the Debtor, demanded
payment of $17.6 million for early repayment under a so-called
"make-whole" provision of the Credit Agreement.  Marion disputes
the amount and its liability under the make-whole provision.  The
parties agreed to submit the make-whole issue to arbitration and
agreed on a briefing schedule during November and December 2014.
The forbearance period agreed to by Castlelake, however, only runs
through October 31, 2014.  Castle Lake has refused to grant Marion
further forbearance and, on Nov. 3, would have the right to seek
appointment of a receiver under the Receivership Documents,
forcing Marion to file this chapter 11 case to prevent appointment
of a receiver and an uneconomic liquidation of its assets.

Concurrent with the negotiations with Castlelake, Marion began
searching for alternative financing through its financial
consultants, 333 Capital Pty Ltd, and, at a later stage, Houston
Merchant Energy Partners.  As a result, Marion signed an exclusive
engagement letter with a proposed lender, Anchorage Capital Group,
LLC and entered into a financial and technical due diligence
process with this proposed lender.  The proposed replacement
credit facility was subject to a satisfactory technical due
diligence report by Ryder Scott, one of the largest gas and
petroleum consultancies in the world.  The initial report was due
in mid-September.  For reasons that are not apparent to Marion or
to the proposed financier, Ryder Scott failed to produce its final
report in a timely fashion.  Ryder Scott has thus far only
produced a draft email report to the proposed lender, but the
draft report is inadequate and could not be relied upon by the
lender.  The proposed lender is at this point in time unable to
perform the necessary technical due diligence in time to prevent
appointment of the receiver.

Castlelake refused to provide further forbearance, instead,
insisting on exercising its right to appoint a receiver and fire
sale Marion's assets.  Marion filed this chapter 11 case to
prevent Castlelake from appointing a receiver and forcing an
uneconomic liquidation of Marion's assets using a 60-day sale
process.  Marion requires sufficient "breathing space" to complete
a refinancing with a new lender, to preserve its going-concern
value.  After Marion obtains new financing, it will confirm a
chapter 11 plan that will enable it to pay its secured prepetition
lender, Castlelake, in full, and to continue the process of
bringing its gas production on line until it achieves
profitability.

                        First Day Motions

The Debtor on the Petition Date filed motions or applications to:

   -- employ Parsons Behle & Latimer as attorneys;
   -- pay prepetition claims of utility providers;
   -- pay prepetition wages and benefits of employees; and
   -- obtain postpetition financing.

                       About Marion Energy

Marion Energy Inc. is a Texas corporation engaged in exploration
and production of natural gas in the State of Utah.  Its parent is
Australia-based Marion Energy Limited (ASX:MAE).  Marion Energy
Limited -- 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.


MEDCORP INC: Huntington Wins Summary Judgment in Avoidance Suit
---------------------------------------------------------------
Ohio Bankruptcy Judge John P. Gustafson ruled on The Huntington
National Bank's Motion for Summary Judgment in the lawsuit filed
against it by John N. Graham, the Chapter 11 Trustee of Medcorp,
Inc.

The Complaint seeks to avoid and recover an alleged preferential
transfer that was received by Huntington within one year of
Medcorp's petition date under U.S. Bankruptcy Code Sections
105(a), 547, 550, and 1106.

Huntington asserts two grounds for granting Summary Judgment in
its favor: 1) Huntington had a security interest in the deposit
accounts of Medcorp, and therefore a transfer of funds from that
account could not enable Huntington to receive more than it would
have received in a hypothetical Chapter 7 under Sec. 547(b)(5);
and, 2) that Huntington, based upon its conduct with the court
appointed receiver for MedCorp, cannot be deemed an "insider" for
preferential transfer purposes based upon the definitional
provision that includes a "person in control of the debtor".

The pleadings and evidence in this case show that Huntington is,
and was at the time of the transfer, a creditor of the Debtor and
that the transfer was of an interest of the Debtor in property. In
September 2010, when the transfer at issue occurred (either on
September 16, 2010, or September 21, 2010, or Sept. 27, 2010) the
Debtor owed Huntington the approximate amounts of $6,657,346.18
and $3,363,049.56, plus interest on the unpaid principal sums of
$6,570,273.94 and $3,343,106.30, including all costs and expenses
incurred by Huntington to collect the outstanding amounts
(including reasonable attorneys' fees).

In his Oct. 31 Memorandum of Decision available at
http://bit.ly/1x4u1xJfrom Leagle.com, Judge Gustafson held that
the documentary evidence submitted by the Case Trustee does not
demonstrate Huntington stepping over the line from its inherent
status as the primary secured creditor to being the entity that
exercised day-to-day managerial control of MedCorp through the
state court appointed Receiver.  Accordingly, the Motion for
Summary Judgment has established that Huntington is entitled to
judgment.

Plaintiff John N. Graham is the court appointed Chapter 11 Trustee
of Medcorp, Inc., Stickney Avenue Investment Properties, LLC, and
Medcorp E.M.S. South, LLC.  These entities were administratively
consolidated.

Mark S. Uhrich of the Hillyer Group was appointed as receiver
pursuant to an August 6, 2010 state court order.

The case is, John N. Graham, Trustee, Plaintiff, v. The Huntington
National Bank, Defendant, Adv. Pro. No. 13-03065 (Bankr. N.D.
Ohio).

                         About MedCorp Inc.

MedCorp, Inc., filed a Chapter 11 petition (Bankr. N.D. Ohio Case
No. 11-33239) on June 10, 2011, estimating assets and debts of up
to $50,000.  Affiliate Medcorp E.M.S. South, LLC (Bankr. N.D. Ohio
Case No. 11-33256) and Stickney Avenue Investment Properties LLC,
also filed.  Judge Richard Speer presides over the bankruptcy
cases.

MedCorp filed for Chapter 11 protection to halt the pending sale
of the ambulance company to Enhanced Equity Fund LP, which bid
$5.3 million in cash to buy the firm.  The sale was ordered by
Lucas County Common Pleas Court Judge Gary Cook, who is presiding
over a MedCorp receivership case that began in August. Mark Uhrich
of Hillyer Group LLC was appointed receiver.

The Court subsequently divested the Debtor of its status as a
debtor-in-possession, and appointed John Graham as trustee.  The
Court ultimately entered an order, consummating a sale of
substantially all of the Debtor's assets.


MELISA CHRISTIAN DDS: Case Summary & 12 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Melisa Christian DDS, PA
           dba Travis walk Dental
        4514 Travis Street, Suite 117
        Dallas, TX 75205

Case No.: 14-35361

Chapter 11 Petition Date: November 3, 2014

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

Judge: Hon. Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  ERIC A. LIEPINS, P.C.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.com

Total Assets: $70,000

Total Liabilities: $1.49 million

The petition was signed by Melisa Angela Christian, D.D.S., P.A.,
sole member.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txnb14-35361.pdf


MERMAID HARRISON: Files Bare-Bones Petition in San Francisco
------------------------------------------------------------
Mermaid Harrison LLC sought bankruptcy protection (Bankr. N.D.
Cal. Case No. 14-31607) in San Francisco, California, on Nov. 2,
2014, without stating a reason.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated $10 million to $50 million in assets and
debt.

The Debtor has not yet filed its formal schedules of assets and
liabilities.  Incomplete filings are due by Nov. 17, 2014,
according to the docket.

According to the docket, the 11 U.S.C. Sec. 341(a) meeting of
creditors is slated for Dec. 9, 2014.  The deadline to file claims
is on March 9, 2015.

The case is assigned to Judge Dennis Montali.

The Debtor is represented by Sarah M. Stuppi, Esq., at the Law
Offices of Stuppi and Stuppi, in Walnut Creek, California.


MERMAID HARRISON: Section 341(a) Meeting Scheduled for Dec. 9
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Mermaid Harrison
LLC will be held on Dec. 9, 2014, 9:00 a.m. at San Francisco U.S.
Trustee Office.  Proofs of claim are due by March 9, 2015.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Mermaid Harrison LLC filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Cal. Case No. 14-31607) on Nov. 2, 2014.  The
petition was signed by Toni L. Sutherland as officer.
The Debtor disclosed estimated assets of $10 million to $50
million and estimated liabilities of $10 million to $50 million.
Judge Dennis Montali presides over the case.  The Law Offices of
Stuppi & Stuppi serves as the Debtor's counsel.


MILK SPECIALTIES: S&P Lowers CCR to 'B-' on Performance Issues
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Eden Prairie, Minn.-based Milk Specialties Co. to 'B-'
from 'B', and placed the rating on CreditWatch with negative
implications, meaning that S&P could lower or affirm the ratings
following the completion of its review.

At the same time, S&P lowered the issue-level rating on Milk
Specialties' senior secured debt to 'B-' from 'B', and placed this
rating on CreditWatch with negative implications.  The recovery
rating remains '3', indicating that lenders could expect a
meaningful (50% to 70%) recovery in the event of a payment
default.

"The downgrade of Milk Specialties reflects its persistent
operating underperformance, declining profitability, and
deteriorating credit measures over the last 18 months, resulting
in a diminished business risk profile and leverage rising to over
5x from less than 4x," said Standard & Poor's credit analyst Jeff
Burian.  "The CreditWatch placement reflects the company's
technical default under its credit agreement, liquidity
constraints related to revolver availability, and ongoing minimal
covenant cushion."

Milk Specialties is in the process of seeking a waiver until
Jan. 31, 2015, to address its accounting issue.  The waiver would
allow the company to complete and deliver its audit by that date
as well as restate financial statements as necessary up to that
date.  It would also waive any financial covenant default
occurring during this waiver period resulting from the accounting
issue.  Additionally, Milk Specialties would only have access to
$15.4 million of its $35 million revolving credit facility.
Currently, Milk Specialties does not have access to its revolver
while this default exists.  However, as of Oct. 31, 2014, the
company had drawn $15 million on its revolver.  "We believe the
company may require additional waivers and amendments from its
lenders, including possible financial covenant amendments, or may
face issues associated with potential restatements of its
financials resulting from its inventory accounting investigation,"
said Mr. Burian.

S&P expects to resolve its CreditWatch placement when more
information regarding the company's accounting investigation
becomes available, and S&P understands the implications on Milk
Specialties' internal controls, profitability, and financial
statements more clearly.  The company expects to complete its
review by Jan. 31, 2015.


NAARTJIE CUSTOM: Court Okays Hiring of FTI as Panel's Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Naartjie Custom
Kids Inc. sought and obtained permission from the Hon. William T.
Thurman of the U.S. Bankruptcy Court for the District of Utah to
retain FTI Consulting, Inc. as financial advisor to the Committee,
nunc pro tunc to Sept. 26, 2014.

The Committee requires FTI to:

   (a) assist in the review of financial related disclosures
       required by the Court, including the Schedules of Assets
       and Liabilities, the Statement of Financial Affairs and
       Monthly Operating Reports;

   (b) assist in the preparation of analyses required to assess
       any proposed Debtor-In-Possession financing or use of cash
       collateral;

   (c) assist with the assessment and monitoring of the Debtor's
       short term cash flow, liquidity, and operating results;

   (d) assist with the review of proposed key employee retention
       and other employee benefit programs;

   (e) assist with the review of the Debtor's analysis of core
       business assets and the potential disposition or
       liquidation of core and non-core assets;

   (f) assist with the review of the Debtor's cost/benefit
       analysis with respect to the affirmation or rejection of
       various executory contracts and leases;

   (g) assist in the review and monitoring of the asset sale
       process, including, but not limited to an assessment of the
       adequacy of the marketing process, completeness of any
       buyer lists, review and quantifications of any bids;

   (f) assist in the review of the claims reconciliation and
       estimation process;

   (g) assist in the review of other financial information
       prepared by the Debtor, including, but not limited to, cash
       flow projections and budgets, business plans, cash
       receipts, and disbursement analysis, asset and liability
       analysis, and the economic analysis of proposed
       transactions for which Court approval is sought;

   (h) attend meetings and assist in discussion with the Debtor,
       potential investors, banks, other secured lenders, the
       Committee and any other official committees organized in
       these Chapter 11 proceedings, the U.S. Trustee, other
       parties in interest and professionals hired by the same, as
       requested;

   (i) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan and
       related disclosure statement in these chapter 11
       proceedings;

   (j) assist in the evaluation and analysis of avoidance actions,
       including fraudulent conveyances and preferential
       transfers;

   (k) assist in the prosecution of Committee responses/objections
       to the Debtor's motions, including attendance at
       depositions and provision of expert reports/testimony on
       case issues as required by the Committee; and

   (l) render other general business consulting or other
       assistances as the Committee or its counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals in this proceeding.

FTI will be paid at these hourly rates:

       Senior Managing Directors          $800-$925
       Directors/Sr. Directors/
       Managing Directors                 $580-$765
       Consultants/Sr. Consultants        $300-$550
       Administrative/Paraprofessionals/
       Associates                         $125-$250

FTI has agreed with the Committee to make the following
adjustments to its compensation for services rendered in this
matter.  Subject to Court approval, FTI's monthly statements for
services rendered will not exceed the total hours reflected on
such statement multiplied by a blended hourly rate of $650 (the
"Blended Rate"), plus actual and necessary expenses.

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

Conor P. Tully, senior managing director of FTI, 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.

FTI can be reached at:

       Conor P. Tully
       FTI CONSULTING, INC.
       Three Times Square, 11th Floor
       New York, NY 10036
       Tel: +1 (212) 247-1010
       Fax: +1 (212) 841-9350
       E-mail: conor.tully@fticonsulting.com

                  About Naartjie Custom Kids

Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666).  The case is assigned to Judge William T. Thurman.

The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.


NAARTJIE CUSTOM: Hilco Retained to Sell Naartjie(R) Kids Brand
--------------------------------------------------------------
Hilco Streambank has been retained to sell the Naartjie(R) Kids
brand and the Company's interests in its South African subsidiary.
The assets include the worldwide trademark portfolio, the
NaartjieKids.com e-commerce platform, customer files and domain
names.  The assets also include the Company's interests in its
wholly owned South African subsidiary ZA One.  The assets will be
sold through a chapter 11 bankruptcy sale process.  The bid
deadline has been set for November 21st, 2014.

Naartjie is a provider of fashionable children's apparel in North
America and South Africa. The brand was founded in 1989 in Cape
Town, South Africa to create an alternative to the basics-
dominated children's clothing brands that were available in the
marketplace.  From its beginning, Naartjie has been a product-
focused company generating new customers primarily through
concentrating on its unique assortment and design elements. The
Company differentiates itself by infusing classic European/
Western/African design with retro influence and an appreciation
for fine-and-functional modern detail to produce high-quality,
highly-desirable goods.  In Fiscal Year 2014, Naartjie generated
$54.4 million of sales through its 82 retail stores across the
U.S. (55) and South Africa (27), as well as a rapidly expanding e-
commerce platform serving customers in over 30 countries
worldwide.

"Naartjie presents a unique opportunity to acquire the assets of
an internationally recognized children's apparel brand with
differentiated content and a loyal customer base" said
David Peress, EVP of Hilco Streambank.  "We're already generating
a significant level of interest in these assets" said Mr. Peress.

                   About Hilco Streambank

Hilco Streambank is a market leading advisory firm specializing in
intellectual property disposition and valuation. Over the last
three years Hilco Streambank has become a leader in the IP
valuation and disposition market, representing brands across
various industries.  Having completed numerous transactions
including sales in publicly reported Chapter 11 bankruptcy cases,
private transactions, and online sales through HilcoDomains.com
and IPv4Auctions.com, Hilco Streambank has established itself as
the premier intermediary in the consumer brand, internet and
telecom communities.  Hilco Streambank is part of Northbrook,
Illinois based Hilco Global -- http://www.hilcoglobal.com-- a
worldwide financial services company and leader in helping
companies maximize the value of their assets.

Due diligence materials are available in an electronic data room.
Parties interested in finding out more about this sale should
contact Hilco Streambank directly using the contact information
provided below:

CONTACT: Jack Hazan
         Executive Vice President
         Hilco Streambank
         Telephone: (212) 610-5663
         E-mail: jhazan@hilcoglobal.com

         David Peress
         Executive Vice President
         Hilco Streambank
         Telephone: (781) 444-4941
         E-mail: dperess@hilcoglobal.com

         Matt Helming
         Director
         Hilco Streambank
         Telephone: (781) 444-4941
         E-mail: mhelming@hilcoglobal.com

                    About Naartjie Custom Kids

Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666).  The case is assigned to Judge William T. Thurman.

The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.


NAARTJIE CUSTOM: Seeks to Auction ZA One and IP Assets on Nov. 21
-----------------------------------------------------------------
Naartjie Custom Kids, Inc., seek entry of an Order authorizing and
approving bidding procedures and related auction, authorizing the
Debtor to provide bid protections to a stalking horse, and
scheduling a sale hearing and approving notice.

The Debtor has transitioned control of the liquidation of its
inventory assets in the United States and Canada to Great American
Group, LLC, pursuant to the terms of the Agency Agreement.  Under
the Agency Agreement, Great American will liquidate the Debtor's
North American inventory through both the Debtor's retail stores
and the Debtor's e-commerce platform through January 15, 2015.

The Debtor is seeking Court approval to solicit offers and conduct
an auction for its other primary assets ? its stock in ZA One, all
of its intellectual property assets including various trademarks,
copyrights, domain names, customer lists, and related data, and
the right to acquire the Debtor's e-commerce platform after
January 15, 2015.

The Debtor also seeks authority to consummate the sale of the
Assets after the Court approves the highest and best bid as a
result of the auction.  South African counsel for ZA One has
informed the Debtor that any sale of the Debtor's interests in ZA
One may be subject to regulatory approval in South Africa.  As
such approval could take a significant amount of time, it is
necessary to complete a timely auction of the Assets in order not
to delay administration of the Debtor's estate.

In order to maximize value for the estate and the Debtor's
creditors, as well as to ensure a fair and transparent opportunity
for all potentially interested parties to participate in the Sale
process, the Debtor and its advisors will seek to hold an auction
at 10:00 a.m. prevailing Mountain Time on November 24, 2014,
pursuant to the proposed Bidding Procedures.

The Bidding Procedures will provide that the Debtor may, after
consultation with the UCC, at any time prior to the conclusion of
the Auction, (a) modify the Bidding Procedures and (b) determine
the highest and/or best offer.

Within two business days after the entry of an Order approving
this Motion and setting the Auction date and the date of the Sale
Hearing, the Debtor will serve a notice of the Auction and notice
of the date of the Sale Hearing by personal service, regular mail,
electronic mail or facsimile upon the Debtor's creditor matrix.

Any bidder that desires to make a bid will deliver written copies
of its Competing Bid to the Debtor, so as to be received by the
Debtor not later than 4:00 p.m. prevailing Mountain Time on
November 21, 2014.  The Debtor will accept any and all offers for
the Assets prior to the Bid Deadline.

The Debtor also seeks authority to select, after consultation with
the UCC, a stalking horse bidder for the Assets and to negotiate
and enter into a definitive purchase agreement with such stalking
horse bidder.  The Debtor also seeks authority to negotiate and
enter into an agreement for bid protections with the stalking
horse bidder, after consultation with the UCC, which may include
expense reimbursement and a break-up fee in a total amount up to
5.0% of the total purchase price for the Assets.  The Bid
protections will be payable to such stalking horse in certain
circumstances where the stalking horse is not the successful
bidder after the Auction.

At the Auction, in order for a bid to constitute a "Competing
Bid", such bid must initially be in an amount greater than (a) the
stalking horse offer, plus an amount equal to the amount of any
Bid Protections, plus (b) an additional overbid amount equal to
not less than 1.0% above the stalking horse offer.  Bid increments
during the Auction shall be established by the Debtor in
consultation with the Committee.

                     Limited Objections Filed

Target Ease Internation has filed a limited objection to Naartjie
Custom Kids' sale motion.  The record does not yet contain
sufficient information to determine if the anticipated proceeds
will exceed the costs to sell the Assets.  Target preserves its
right to object to the use of any funds to which it is entitled on
its reclamation and Section 503(b)(9) claims for purposes of
financing the sale process envisioned by the Motion.

On October 1, 2014, Target asserted a reclamation claim in the
amount of $2,655,315.20 for goods it delivered to the Debtor
within 45 days prior to the Petition Date.  Target asserted also a
claim in the amount of $2,157,968.25 for inventory delivered to
the Debtor within 20 days prior to the Petition Date.

Target Ease is represented by:

         HOLLAND & HART LLP
         Mona L. Burton, Esq.
         Engels J. Tejeda, Esq.
         222 S. Main St., Suite 2200
         Salt Lake City, Utah 84101
         Tel: 801-799-5822
         Fax: 801-799-5700
         E-mail: mburton@hollandhart.com
                 ejtejeda@hollandhart.com

The Macerich Company and Westfield, LLC, as landlords, also have
filed a limited objection to the sale motion.

The Debtor leases retail space from the Landlords pursuant to
unexpired leases of nonresidential real property.  The Leases are
leases of real property in a shopping center.

On Oct. 24, 2014, the Debtor filed the Sale Motion, which seeks
approval of the Bidding Procedures for the Sale Motion on an
expedited basis.  The Sale Motion proposes to sell certain of the
Debtor's assets, including potentially, certain of the Debtor's
real property leases.  Because there is no actual asset purchase
agreement or approved bid from any party at this time, Landlords
file this objection to ensure that they receive protections
provided under the Bankruptcy Code in the event that any Lease is
included in a proposed sale.

The landlords are represented by:

         BALLARD SPAHR LLP
         Anthony C. Kaye, Esq.
         Tyler M. Hawkins, Esq.
         One Utah Center, Suite 800
         201 South Main Street
         Salt Lake City, UT 84111-2221
         Tel: (801) 531-3000
         Fax: (801) 531-3001
         E-mail: hawkinst@ballardspahr.com

                  - and ?

         KATTEN MUCHIN ROSENMAN LLP
         Dustin P. Branch, Esq.
         2029 Century Park East, Suite 2600
         Los Angeles, California 90067-3012
         Tel: (310) 788-4400
         Fax: (310) 788-4471
         Email: dustin.branch@kattenlaw.com

                   About Naartjie Custom Kids

Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666).  The case is assigned to Judge William T. Thurman.

The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.


NCL CORP: S&P Assigns 'BB-' Rating on $680MM Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to NCL Corp. Ltd.'s proposed $680
million senior unsecured notes due 2019.  The '3' recovery rating
on the notes indicates S&P's expectation for meaningful (50% to
70%) recovery for noteholders in the event of a payment default.

NCL will use the net proceeds from the proposed notes, along with
$1.05 billion of incremental and new term loan borrowings, cash on
hand, and proceeds from a share issuance, to finance the
acquisition of Prestige Cruises International Inc., owner of
Oceania Cruises Inc. and Seven Seas Cruises S. de R.L. and to
refinance debt at Prestige subsidiaries.

"Our 'BB-' corporate credit rating and stable rating outlook on
NCL are unchanged.  We affirmed the corporate credit rating on NCL
and revised our rating outlook to stable from positive on Sept. 3,
2014 upon NCL's announcement it had agreed to acquire Prestige
Cruises International for $3.025 billion.  The affirmation
reflected our view that the acquisition strengthens NCL's business
profile and offsets additional leverage to complete the
acquisition.  In addition, the significant portion of equity
financing that NCL plans to issue limits the increase in leverage
related to the acquisition.  The acquisition improves NCL's scale,
scope, and diversity, by adding two new brands in different price
segments, as well as approximately 20% in additional capacity, to
NCL's existing fleet.  Furthermore, the combined entity's larger
scale improves NCL's ability to internally fund future ship
deliveries.  We believe that the combined entity's greater scale,
as well as a complementary schedule of new ship deliveries over
the next several years, will position NCL to be able to improve
leverage over the next several years," S&P said.

"We expect NCL's leverage, pro forma for the acquisition, will
increase to the low- to mid-5x area in 2014 and improve to around
5x by the end of 2015.  Funds from operations to debt will average
around 15% and EBITDA coverage of interest will be above 4x
through 2015.  We expect NCL will be able to reduce leverage
further in 2016, to the low- to mid-4x area, because of new ship
deliveries that will add additional capacity and support fleet-
wide yield growth and meaningful EBITDA growth," S&P added.

RECOVERY ANALYSIS

Key analytical factors

   -- S&P's recovery ratings on NCL's senior secured credit
      facilities and senior unsecured notes are unchanged at '1'
      and '3', respectively.

   -- S&P's simulated default scenario contemplates a payment
      default in 2018, attributable to cash flow declines from
      existing ships and weaker-than-expected increase in cash
      flow from new ships scheduled for delivery over the next
      several years in an environment of greater pricing pressure
      and competition from larger cruise companies.

   -- S&P assumes the company would be liquidated.  S&P is using a
      discrete asset approach, based on discounts on the appraised
      values of NCL's existing ships and on the costs of the
      planned ships.

Simulated default and valuation assumptions:

   -- Year of default: 2018

Simplified waterfall:

   -- Net discrete asset value (after 7% admin. costs): $7.2 bil.
   -- Net value available to secured credit facilities (including
      pro rata share of unpledged value): $1.9 bil.
   -- Secured credit facilities: $2.0 bil.
   -- Recovery expectation: 90% to 100%
   -- Net value available to senior notes: $623 mil.
   -- Senior notes: $1.0 bil.
   -- Recovery expectation: 50% to 70% (upper half of the range)

Note: All debt amounts include six months of prepetition interest.

RATINGS LIST

NCL Corp. Ltd.
Corporate Credit Rating           BB-/Stable/--

New Rating

NCL Corp. Ltd.
$680 mil. notes due 2019
Senior Unsecured                  BB-
  Recovery Rating                  3


NICHOLAS FIORILLO: Court Rules in Dischargeability Suit
-------------------------------------------------------
Oasis, Inc., John L. Sousa and John C. Fisher seek summary
judgment on a single-count complaint in which they seek to exclude
a debt owed to them by Nicholas J. Fiorillo from Mr. Fiorillo's
bankruptcy discharge. Mr. Fiorillo opposes summary judgment.

In an Oct. 31, 2014 Memorandum of Decision available at
http://bit.ly/1x2OQKBfrom Leagle.com, Bankruptcy Judge Melvin S.
Hoffman denied the plaintiffs' motion and afforded the parties the
opportunity to address why summary judgment should not enter in
favor of Mr. Fiorillo.

The case is, OASIS, INC., JOHN L. SOUSA, JOHN C. FISHER
Plaintiffs, v. NICHOLAS J. FIORILLO Defendant, Adv. Proc. No. 11-
04001 (Bankr. D. Mass.).

Mr. Fiorillo filed a voluntary petition for relief under chapter
11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 10-44179) on
Aug. 23, 2010, and on Oct. 7, 2010, the case was converted to one
under chapter 7.

James P. Ehrhard, Esq., at Ehrhard & Assoc., P.C., Worcester, MA,
represents Nicholas J. Fiorillo.


NORTEL NETWORKS: Canada Unit Seeks to Block $1B Deal
----------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
Nortel Networks Corp. of Canada attacked a $1 billion pact between
its U.S. division and investment firms that bought debt after the
former telecommunications powerhouse collapsed in bankruptcy in
2009.  According to the report, if approved, the deal establishes
the amount of interest bondholders may ultimately collect in a
global bankruptcy proceeding that has taken a toll on Nortel 's
retirees, disabled workers and former employees.

                      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.


NOWLING HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nowling Holdings, LLC
        1714 Blairmont Drive
        Lebanon, TN 37087

Case No.: 14-08764

Chapter 11 Petition Date: November 3, 2014

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Randal S Mashburn

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: 615 256-8300
                  Fax: 615 255-4516
                  Email: slefkovitz@lefkovitz.com

Total Assets: $2.20 million

Total Liabilities: $1.96 million

The petition was signed by Ronald C. Nowling, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/tnmb14-08764.pdf


ONCOLYTICS BIOTECH: Receives NASDAQ Listing Non-Compliance Notice
-----------------------------------------------------------------
Oncolytics Biotech((R)) Inc. on Nov. 4 disclosed that on
October 29, 2014 it received a letter from the NASDAQ OMX Group
stating that the bid price of the Company's common stock for the
30 consecutive trading days from September 17, 2014 to October 28,
2014 had closed below the minimum $1.00 per share required for
continued listing under Listing Rule 5550(a)(2).

The Nasdaq notification letter makes clear that the Company's
common stock will continue to trade uninterrupted on The Nasdaq
Capital Market under the symbol "ONCY", and it does not result in
the immediate delisting of the Company's common stock.  The
Company's shares continue to trade on the Toronto Stock Exchange
("TSX") under the symbol "ONC" and are in full compliance with TSX
listing requirements.  The Company's listing on the TSX is
completely independent of, and will not be affected by, the status
of its Nasdaq listing.

Oncolytics has a period of 180-calendar days, or until April 27,
2015, to regain compliance with the minimum bid price requirement.
When at any time during the 180-day period, the minimum closing
bid price per share of the Company's common stock closes at or
above $1.00 for a minimum of ten consecutive business days,
Oncolytics will regain compliance and the matter will be closed.
In the event the Company does not regain compliance, it may be
eligible to receive an additional 180-day period; provided that
Oncolytics meets the continued listing requirement for market
value of publicly held shares and all other initial listing
standards for The Nasdaq Capital Market, with the exception of the
minimum bid price requirement, and provides written notice of its
intention to cure the minimum bid price deficiency during the
second 180-day compliance period.  If it appears to the Nasdaq
staff that the Company will not be able to cure the deficiency or
if the Company is not otherwise eligible for the additional grace
period, the Company's common stock will be subject to delisting by
Nasdaq.

                About Oncolytics Biotech((R)) Inc.

Oncolytics -- http://www.oncolyticsbiotech.com-- is a Calgary-
based biotechnology company focused on the development of
oncolytic viruses as potential cancer therapeutics.  Oncolytics'
clinical program includes a variety of later-stage, randomized
human trials in various indications using REOLYSIN((R)), its
proprietary formulation of the human reovirus.


PALM BEACH COMMUNITY: Court to Continue Hearing on Chapter 11 Plan
------------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has continued the hearing to consider
confirmation of Palm Beach Community Church Inc.'s third amended
plan, as well as approval of fee applications of professionals, to
a date after the Debtor files its third amended plan.

                   About Palm Beach Community

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
scheduled total assets of $14.6 million and total liabilities of
$11.43 million.

Palm Beach Community Church won permission to employ Robert C.
Furr and the law firm of Furr and Cohen, P.A., as attorney; and
Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial
Services as accountants.

In December 2013, the U.S. Trustee informed the Bankruptcy Court
that it was unable to appoint a committee of creditors in the
case.


PALM BEACH COMMUNITY: Can Solicit Plan Votes Until December 3
-------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida extended the exclusive period of Palm
Beach Community Church Inc. to solicit creditor acceptances to the
Chapter 11 plan until Dec. 3, 2014.

                   About Palm Beach Community

Palm Beach Community Church, Inc., filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013.  The
petition was signed by Raymond Underwood as president.  The Debtor
scheduled total assets of $14.6 million and total liabilities of
$11.43 million.

Palm Beach Community Church won permission to employ Robert C.
Furr and the law firm of Furr and Cohen, P.A., as attorney; and
Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial
Services as accountants.

In December 2013, the U.S. Trustee informed the Bankruptcy Court
that it was unable to appoint a committee of creditors in the
case.


PHOTOMEDEX INC: Enters Into Amended Forbearance Agreement
---------------------------------------------------------
PhotoMedex, Inc. on Nov. 4 disclosed that the Company has entered
into an Amended and Restated Forbearance Agreement with respect to
its Credit Agreement dated May 12, 2014 and the Initial
Forbearance Agreement dated August 25, 2014 by and among
PhotoMedex, Inc. as borrower and the Lenders as parties thereto,
and JPMorgan Chase Bank, N.A., acting on behalf of secured
creditors as the administrative agent.

Subject to the terms of the Amended Forbearance Agreement, for a
period until February 28, 2015, the Administrative Agent will
forbear from exercising any remedies relating to specified
defaults by the Company under the Credit Agreement.  During the
Forbearance Period, the Company has agreed to abide by certain
additional reporting requirements, restrictions on certain
affiliate transfers, retention of an investment bank to pursue
options in connection with refinancing the Company's secured debt
as well as other terms and conditions detailed in a Form 8-K filed
with the SEC.

The Company also announces it has retained Canaccord Genuity Inc.
to evaluate strategic alternatives with the objective of enhancing
stakeholder value, including assisting the Company in the
refinancing of its debt.  The Board of Directors intends to
consider the full range of available options.  There can be no
assurance that any specific transaction will be pursued or
completed. There are certain milestone obligations contained in
the Amended Forbearance Agreement in connection with the process
of obtaining a new credit facility.  The Company does not intend
to disclose developments with respect to those milestone
obligations or the progress of its strategic alternatives review
process until such time as the Board of Directors approves, or the
Company completes, one or more transactions or otherwise deems
further disclosure appropriate.

                  About Canaccord Genuity Inc.

Canaccord Genuity Inc. -- http://www.canaccordgenuity.com-- is
the global capital markets division of Canaccord Genuity Group
Inc. (CF)(CF.), offering institutional and corporate clients idea-
driven investment banking, merger and acquisition, research, sales
and trading services from offices in 10 countries worldwide.

                         About PhotoMedex

PhotoMedex, Inc. is a Global Health products and services company
providing integrated disease management and aesthetic solutions to
dermatologists, professional aestheticians, ophthalmologists,
optometrists, consumers and patients.  The Company provides
proprietary products and services that address skin conditions
including psoriasis, vitiligo, acne, actinic keratosis, photo
damage and unwanted hair, as well as fixed-site laser vision
correction services at our LasikPlus(R) vision centers.


PITTSBURGH GLASS: S&P Ups CCR to B+ on Improved Fin'l. Metrics
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Pittsburgh Glass Works LLC (PGW) to 'B+' from 'B'.  The
outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's $360 million senior secured notes to 'B+' from 'B'.  The
'4' recovery rating remains unchanged, indicating S&P's
expectation for average recovery (30%-50%) in the event of a
payment default.

"The upgrade reflects improvement in PGW's key financial metrics
and our expectation that those metrics should continue to
strengthen, based on the likelihood of further deleveraging in
2015," Lawrence Orlowski.  On July 29, 2014, PGW sold its
insurance and service (I&S) subsidiary for $280 million to Solera
Holdings Inc.  On Sept. 26, 2014, the company paid down
$36 million or 10% of its senior secured notes at a premium of 3%
and its asset-based lending (ABL) facility.  Moreover, S&P expects
the company's original equipment and aftermarket sales to show
positive growth for the remainder of this year and in 2015.  S&P
also expects adjusted debt to EBITDA will be less than 5x as of
year-end 2014 and that the company will generate free operating
cash flow to debt (FOCF) of more than 5%.

The rating also reflects the volatile demand in the auto industry,
the stiff competitive environment, and the company's sales
concentration in North America, important market position, and
substantial aftermarket business.

"The stable outlook reflects our view that the company's credit
measures will stay in line with our expectations for the rating,
given our assumptions that light-vehicle demand will improve and
meaningful revenue generation at the company's facilities in
Poland and North Carolina" said Mr. Orlowski.

S&P expects that PGW will generate FOCF to debt of more than 5%
and adjusted debt to EBITDA will remain less than 5x on a
sustained basis.

S&P could raise the rating if sales and profitability from better-
than-expected light-vehicle demand or strength in PGW's
aftermarket business causes leverage to decrease to than 4x or
less and FOCF to debt exceeds 10% on a sustained basis.
Nevertheless, S&P is unlikely to raise the rating above 'B+'
because the majority owner is a private equity firm, and S&P
assumes that some return of capital is inevitable, perhaps by
keeping leverage elevated.  The future of PPG's ownership stake in
PGW is also uncertain and could lead to a leveraged repurchase of
PPG's shares.

S&P could lower the rating if light-vehicle sales decline because
of weakening economic conditions or if earnings in the aftermarket
business drop significantly due to competitive price pressures,
raising leverage above 5x and pushing the FOCF to debt to less
than 5%.  This could occur if the company's sales decline 10% or
more and gross margins (excluding depreciation and amortization)
fall to less than 21%.


PRETTY GIRL: Creditors Have Until January 15 to File Claims
-----------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York set Jan. 15, 2015, at 5:00 p.m., as
deadline for creditors of Pretty Girl Inc. to file their proofs of
claim at:

   Clerk of the Court
   United States Bankruptcy Court
   Southern District of New York
   One Bowling Green, Room 534
   New York, NY 10004-1408

                        About Pretty Girl

Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014.  The petition was
signed by Albert Nigri as president.  The Debtor disclosed total
assets of $10.76 million and total liabilities of $12.27 million.
Rosen & Associates, P.C., acts as the Debtor's counsel.

The Official Committee of Unsecured Creditors tapped to retain
Wilk Auslander LLP as its conflicts counsel, CBIZ Accounting, Tax
& Advisory of New York, LLC and CBIZ, Inc. as its financial
advisors.


PRETTY GIRL: Gets Court Okay to File Plan Until January 2015
------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York extended the exclusive period of
Pretty Girl Inc. to file a plan of reorganization until Jan. 28,
2015, and solicit acceptances for that Plan until March 30.

                        About Pretty Girl

Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014.  The petition was
signed by Albert Nigri as president.  The Debtor disclosed total
assets of $10.76 million and total liabilities of $12.27 million.
Rosen & Associates, P.C., acts as the Debtor's counsel.

The Official Committee of Unsecured Creditors tapped to retain
Wilk Auslander LLP as its conflicts counsel, CBIZ Accounting, Tax
& Advisory of New York, LLC and CBIZ, Inc. as its financial
advisors.


PRETTY GIRL: Wants Until January 2015 to Make Lease Decisions
-------------------------------------------------------------
Pretty Girl Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York to extend, until Jan. 28, 2015, the time
within which it may assume or reject an unexpired lease of non-
residential real property located at 1407 Broadway, Suite 2310 in
New York, New York.

A hearing is set for Nov. 18, 2014, at 10:00 a.m., to consider the
Debtor's extension request.

The Debtor tells the Court that it entered into a lease agreement
with 1407 Broadway on Jan. 27, 2010, for the period March 1, 2010
through August 31, 2015.  Under the agreement, monthly base rent
began at $14,531 and increased approximately $450 per month on an
annual basis.  The Debtor also was responsible for the payment of
additional rent consisting of a 0.382% proportionate share of,
among other things, real estate taxes, fuel, electric, cleaning,
and repair costs.

                        About Pretty Girl

Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 14-11979) on July 2, 2014.  The petition was
signed by Albert Nigri as president.  The Debtor disclosed total
assets of $10.76 million and total liabilities of $12.27 million.
Rosen & Associates, P.C., acts as the Debtor's counsel.

The Official Committee of Unsecured Creditors tapped to retain
Wilk Auslander LLP as its conflicts counsel, CBIZ Accounting, Tax
& Advisory of New York, LLC and CBIZ, Inc. as its financial
advisors.


PUERTO RICO ELECTRIC: May Delay Debt Repayment, Says Klayman
------------------------------------------------------------
Puerto Rico officials recently warned investors in $8.5 billion in
Puerto Rico Electric Power Authority ("PREPA") debt that they
should be prepared to expect repayment delays or reductions as
part of the utility's restructuring.  Klayman & Toskes, together
with Carlo Law Offices in Puerto Rico, is currently handling
numerous securities arbitration claims on behalf of investors in
PREPA bonds.

According to Steven D. Toskes of Klayman & Toskes, "Our clients
were sold PREPA bonds by brokerage firms in Puerto Rico, and were
misled to believe that the bonds were low risk and backed by the
government.  Investors were sold PREPA bonds which carried an
extremely long duration to the year 2040, which exposed them to
interest rate risk and risk of a default.  Our clients were misled
and this is not what they bargained for.  Our firm plans on
aggressively prosecuting these claims on behalf of investors in
order to hold brokerage firms accountable."

                     About Klayman & Toskes

Klayman & Toskes, a securities and litigation law firm, practices
exclusively in the field of securities arbitration and litigation,
on behalf of retail and institutional investors.  The firm
represents investors throughout the world in securities
arbitration and litigation matters against major Wall Street
brokerage firms.

                         *     *     *

The Troubled Company Reporter, on Aug. 4, 2014, reported that
Standard & Poor's Ratings Services has lowered its rating on
Puerto Rico Electric Power Authority's (PREPA) power revenue bonds
two notches to 'CCC' from 'B-'.  The rating remains on CreditWatch
with negative implications, where S&P originally placed it
June 18, 2014.


QUIZNOS: Franchisee Reveals Drop in Operational Support
-------------------------------------------------------
Zac Bissonnette, writing for CNBC.com, reports that operational
support at Quiznos has dropped.

"There has been a decline in support.  The corporate and field
office support staff has shrunk.  We are having a lot of issues
with food quality and consistency . . . .  I think it would be
safe to say that the majority of the franchisees would like to
leave if they had a decent exit strategy," a Quiznos franchisee
who declined to be named admitted to CNBC.com.

CNBC.com relates that the entrepreneur is still required to pay
his royalties, which is taking a toll on his bottom line, since
sales are dropping as Quiznos reduces its national marketing
efforts.

Quiznos' corporate office said that since emerging from
bankruptcy, the company has moved to shore up franchises with
various lifelines and that it has "seen immediate results,"
CNBC.com reports.  Quiznos said in a statement that it was
"pleased with the support and initiatives to date and look forward
to more success as franchisees better realize results of these
changes."

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com/-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.

QCE Finance LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code on March 14, 2014.  The lead case is QCE
Finance LLC (Case No. 14-10543, Bankr. D.Del.).  The case is
assigned to Judge Peter J. Walsh.

The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C.
Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian,
Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York.  The
Debtors' local counsel is Mark D. Collins, Esq., and Amanda
Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington,
Delaware.  The Debtors' investment banker and financial advisor is
Matthew J. Hart of LAZARD FRERES & CO. LLC.  Paul Ruh, Mark A.
Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the
Debtors' restructuring advisors.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.

The lead debtor, QCE Finance LLC, scheduled $736,858 in total
assets plus "undetermined amounts".  It scheduled $618,437,362
plus "undetermined amounts" as liabilities.

The U.S. Trustee has appointed a seven-member official committee
of unsecured creditors.  The Committee has tapped Cousins Chipman
& Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.;
and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow-
Bosshart, Esq., and David M. Posner, Esq., as counsel.

Avenue Capital Management II, L.P. and its affiliates are
represented by John J. Rapisardi, Esq., and Joseph Zujkowski,
Esq., at O'Melveny & Myers LLP in New York.  Fortress Investment
Group and its affiliates are represented by Skadden Arps Slate
Meagher & Flom's Van C. Durrer, Esq.  Co-counsel to the Consenting
First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R.
Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht
& Tunnell's Robert J. Dehney.  Counsel to the First Lien Agent is
Ropes & Gray's Mark R. Somerstein.  Counsel to the Second Lien
Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P.
Kober, Esq.  Counsel to Vectra Bank Colorado, National
Association, is Kasowitz Benson's Adam L. Shiff, Esq.

Quiznos' Plan of Reorganization was confirmed by the U.S.
Bankruptcy Court in Wilmington, Delaware on May 12, 2014.  The
company on July 1, 2014, disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11.


REICHHOLD INC: Can File Schedules Until December 15
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the deadline of Reichhold Holdings US, Inc., et al., to file their
schedules of assets and liabilities and statements of financial
affairs until Dec. 15, 2014.

As reported in the Troubled Company Reporter on Oct. 8, 2014,
the Debtors told the Court that given their businesses' size and
complexity, they believe they cannot complete their schedules and
statements accurately within the period specified by the Local
Bankruptcy Rules of Delaware which is Oct. 30, 2014.

                          About Reichhold

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

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

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

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

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

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

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

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

The cases are assigned to Judge Mary F. Walrath.

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


RENEGADE HOLDINGS: Court Rejects Phelp's Bid to Stay Proceedings
----------------------------------------------------------------
Bankruptcy Judge William L. Stocks denied the motion filed, pro
se, by Calvin A. Phelps to stay all further proceedings in the
Chapter 11 cases of Renegade Holdings, Inc., Alternative Brands,
Inc., Renegade Tobacco Co., until the time the district court has
issued a final order in the fraud suit that Mr. Phelps intended to
file against the Chapter 11 Trustee, Peter L. Tourtellot.

Mr. Phelps has alleged that:

     -- Mr. Tourtellot has not managed the Debtors in an ethical
manner, seemingly heading Debtors towards liquidation on the very
day of his trusteeship appointment by the Court; and

     -- Mr. Tourtellot, in concert with certain states and others,
has conspired to defraud the Debtors and Mr. Phelps in an effort
to illegally confiscate the nearly $50.0 million escrow fund owned
by the Debtors.

Judge Stocks said even if this alleged misconduct on the part of
the Trustee could be shown, such would not be grounds to stay
these cases, leaving them to languish while Mr. Phelps seeks
relief in another court.  No authority has been cited for such
relief and no such authority exists, the judge said.

Judge Stocks also held that Mr. Phelps fails to qualify as a party
in interest in the Debtors' cases. He lacks a direct relationship
with any of the Debtors and does not have pecuniary interests that
would be directly affected in these cases. Mr. Phelps is not a
creditor in these cases. He is not listed in the schedules as a
creditor and has not filed a proof of claim in this case. Nor is
he listed as an equity security holder in the schedules or
elsewhere in the record for these cases.

According to the schedules, the equity security holder of Renegade
Holdings is Compliant Tobacco Company, LLC, a North Carolina
limited liability company, and not Mr. Phelps. This was confirmed
by Mr. Phelps in his January 9, 2014 response to the Trustee's
motion to dispose of certain of the business records of the
Debtors.

Judge Stocks recently confirmed a plan of reorganization for the
Debtors.  There was no appeal of the confirmation order and the
confirmation order is now a final and binding order.

The Plan was submitted by the Trustee and properly served on
creditors and other parties in interest. The entities and persons
that received notice of the deadlines for objecting to the
disclosure statement and plan, as well as the date of the
confirmation hearing, included Compliant and Mr. Phelps.  The time
for filing objections to confirmation of the plan expired and no
objections were filed with the court by Mr. Phelps or Compliant.
The confirmation hearing was held as scheduled and the plan was
confirmed.  The order confirming the plan was entered on September
8, 2014.  The confirmation order was duly served on Compliant and
Mr. Phelps and on counsel for Mr. Phelps.  There was no appeal of
the confirmation order and the confirmation order is now a final
and binding order.  Rather than appeal from the confirmation
order, Mr. Phelps has filed the Motion.

The Court noted that Mr. Phelps is seeking an order that would
prevent the transfer of the Debtors' Qualifying Escrow Fund to a
liquidating trust as called for under the plan.

"Mr. Phelps seeks to prevent the consummation of the confirmed
plan despite not having appealed from the order confirming the
plan. Such a maneuver is an untimely, impermissible collateral
attack on the confirmation order and is an additional reason why
the Motion should be denied," Judge Stocks said.

A copy of Judge Stocks' Oct. 16 Memorandum Opinion is available at
http://bit.ly/1sf6XZMfrom Leagle.com.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.

In a May 29, 2013 decision, Judge Stocks rejected the Second
Amended and Restated Joint Plan of Reorganization dated January
31, 2013, Modified February 18, 2013, filed by Mr. Tourtellot for
Renegade Holdings, Alternative Brands, and Renegade Tobacco.


RIVER TERRACE: Plan Process Is Back on Track
--------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that River Terrace Estates Inc., a nonprofit senior
living community in Bluffton, Indiana, got court approval the
second time around to solicit votes on a reorganization plan
worked out before its Chapter 11 filing in July.

According to the report, after denying approval of River Terrace's
solicitation procedures in September, U.S. Bankruptcy Judge Robert
E. Grant in Fort Wayne, Indiana, signed an order Oct. 22 approving
disclosure materials explaining the plan.  A plan-approval hearing
is scheduled for Dec. 17, the report related.

As previously reported by The Troubled Company Reporter, citing
Bloomberg News, Judge Grant denied approval of the disclosure
statement, saying there was no dispensation from rules requiring
that all creditors be given notice of the procedures motion,
noting that River Terrace proposed deviating from the court's
usual procedures on plan voting, without giving a reason.

River Terrace Estates, Inc., a continuing-care and retirement
community, sought protection under Chapter 11 of the Bankruptcy
Code (Case No. 14-11829, Bankr. N.D. Ind.) on July 22, 2014.  The
case is before Judge Robert E. Grant.  The Debtor's counsel is
Jeffrey A. Hokanson, Esq., at Frost Brown Todd LLC, in
Indianapolis, Indiana.


ROCKY MOUNTAIN ROLLER: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Rocky Mountain Roller Hockey League, Inc.
        3606 S. Independence Street
        Lakewood, CO 80235

Case No.: 14-24928

Chapter 11 Petition Date: November 3, 2014

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Debtor's Counsel: Kenneth J. Buechler, Esq.
                  BUECHLER LAW OFFICE, LLC
                  1621 18th St., Ste. 260
                  Denver, CO 80202
                  Tel: (720)-381-0045
                  Fax: (720)-381-0392
                  Email: ken@kjblawoffice.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Lawrence A. Aubrecht, director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob14-24928.pdf


SAHARA VEGAS: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sahara Vegas, LLC
        801 North 500 West, Suite 300
        Bountiful, UT 84010

Case No.: 14-17387

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: November 3, 2014

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

Judge: Hon. August B. Landis

Debtor's Counsel: Ambrish S. Sidhu, Esq.
                  SIDHU LAW FIRM, LLC
                  3883 Howard Hughes Pkwy, Suite 790
                  Las Vegas, NV 89169
                  Tel: 702-579-7700
                  Fax: 702-384-4437
                  Email: asidhu@sidhulawfirm.com

Total Assets: $900,643

Total Liabilities: $1.11 million

The petition was signed by Michael Wright, manager.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/nvb14-17387.pdf


SAMUEL WYLY: Bankruptcy Not Stopping New York Asset Freeze
----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Bankruptcy Judge Shira Scheindlin in New
York refused to let Samuel Wyly retain control of his assets and
favored the U.S. Securities and Exchange Commission in freezing
the Dallas billionaire's assets.

According to the report, Judge Scheindlin also agreed with the
SEC's request for expedited fact-finding and an accounting of Mr.
Wyly and his decease brother's assets.

The SEC lawsuit is SEC v. Wyly, 10-cv-05760, U.S. District Court,
Southern District of New York (Manhattan).

                           About Samuel Wyly

Samuel Wyly filed for Chapter 11 bankruptcy protection on Oct. 19,
2014, 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).


SCICOM DATA: Liquidation Plan Declared Effective October 30
-----------------------------------------------------------
SCICOM Data Services Ltd. informed the U.S. Bankruptcy Court for
the District of Minnesota that its Chapter 11 plan of liquidation
became effective as of Oct. 30, 2014.

Meanwhile the Court has authorized the Debtor to amend an
occupancy agreement with Venture Solutions, Inc.

As reported in the Troubled Company Reporter on Oct. 29, 2014, the
Court confirmed the Debtor's Plan of Liquidation dated April 3,
2014.

According to the Disclosure Statement, the Plan creates a
Liquidating Fund and assigns a Liquidating Agent to undertake the
continuing post-confirmation sale of all of the Debtor's remaining
assets (including the Office Property), the resolution of claims,
the pursuit of any Avoidance Claims and Causes of Action, the
distribution of proceeds to the holders of Allowed claims, and
such other actions as are necessary to wind down the Debtor's
business.  There are no secured creditors, and Allowed unsecured
claims will be paid from cash on hand, the proceeds of sales and
any net recoveries from Avoidance Actions and other Causes of
Action.

The Debtor proposed the Plan to facilitate the most efficient and
timely liquidation of remaining assets as well as the fastest
distribution of proceeds to creditors.  Furthermore, the Plan
provides a mechanism for interim distributions to holders of
Allowed claims that will allow them to receive distributions soon
as practicable.

The Debtor proposed to treat creditors' claim as:

     1. Administrative Expense Claims ($88,130) will be paid
        in full in cash.

     2. Priority Claims ($4,971) will in full in cash.

     3. The Debtor will pay 50% of the allowed Convenience
        Claims ($32,040) soon as practicable after the Effective
        Date.

     4. General Unsecured Claims ($21,176,638) will receive a
        pro-rata share of the Liquidation Fund (estimated
        distribution of 36.91%).

     5. Equity Interests will be canceled.

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

     http://bankrupt.com/misc/SCICOM_157_amendedplan.pdf
     http://bankrupt.com/misc/SCICOM_158_amendedds.pdf

                          About SCICOM

Headquartered in Minnetonka, Minnesota, SCICOM provides data
processing solutions that transform critical data into effective
customer communications, on any platform, at any time.  SCICOM's
business focus has been employee benefits, retirement and
investment services, and statement processing.

SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis,
Minnesota, with a deal to sell assets to Venture Solutions without
an auction.

Arden Hills, MN-based Venture Solutions is a provider of print and
digital transactional Communications and is a subsidiary of Taylor
Corporation.

Judge Michael E. Ridgway presides over the case.  The Debtor has
tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management
Group, Inc., as financial consultant; and Shenehon Company as
valuation expert.

The Debtor disclosed $13,254,128 in assets and $17,801,787 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Timothy L. Johnson, senior vice president and CFO.

Daniel M. McDermott, the U.S. Trustee for Region 12, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of Scicom Data Services, Ltd.


SHASTA ENTERPRISES: Case Summary & 15 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Shasta Enterprises
           dba Vidal Vineyards
           dba Silverado Knolls
           dba Villa Vidal Vineyards
        400 Redcliff Drive
        Redding, CA 96002

Case No.: 14-30833

Chapter 11 Petition Date: October 31, 2014

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Michael S. McManus

Debtor's Counsel: David M. Brady, Esq.
                  LAW OFFICE OF COWAN & BRADY
                  280 Hemsted Dr Suite B
                  Redding, CA 96002
                  Tel: 530-221-7300
                  Email: office@dcowanlaw.com

Total Assets: $33.42 million

Total Debts: $21.49 million

The petition was signed by Antonio Rodriguez, general partner.

List of Debtor's 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                       ------------------   ------------
Antonio Rodriguez III           Promissory Note          $95,000
400 Redcliff Drive
Redding, CA 96002

BR Enterpirses                  Promissory Note       $2,857,267
400 Redcliff Drive
Redding, CA 96002

Central Valley Community        1988 Hawker           $1,869,000
Bank                            Airplane
60 W. 10th St.                  #N800SE
Tracy, CA 95376

CORAM Associates                Promissory Note          $35,000

Greg Camastra                   Promissory Note         $240,000

J & T Williams Construction     Remodel of              $292,551
13510 Manzanillo Way            Building
Redding, CA 96003

Juanita Sage                    Promissory Note         $508,287
3674 Cal Ore Drive
Redding, CA 96001

Knak & Co., Inc.                Lease                      $900
310 Hemsted Drive Ste 210
Redding, CA 96002

Laughlin, Falbo, Levy & Moresi  Lease Deposit           $20,000
250 Hemsted Drive Suite 300
Redding, CA 96002

Lorraine Rodriguez              Promissory Note        $105,000

Morgan Stanley                  Lease                   $50,000

NComputing                      Lease Deposit           $14,000

Shasta County Tax Collector                            $162,808

Tehama County Tax Collector     Personal Property        $9,500
                                Taxes

Tehama County Tax Collector     Property Taxes           $3,144


SHELBOURNE NORTH: Chicago Spire Deal May Not Close, Says Lawyer
---------------------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that a lawyer for Chicago Spire project's longtime leader said a
deal to acquire the stalled project out of bankruptcy hasn't
closed and may not, leaving the future of the proposed high rise
in doubt.  According to the report, Thomas Murphy, a lawyer for
Irish developer Garrett Kelleher, said that new investor Atlas
Apartment Holdings LLC hasn't yet met the Oct. 31 deadline to
obtain the financing it needs to pay off the Spire's creditors and
take over the project.

                About Shelbourne North Water Street

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.


SIMBAKI LTD: Passage Realty Lease Not Automatically Terminated
--------------------------------------------------------------
Bankruptcy Judge Marvin Isgur said Simbaki, Ltd.'s lease with
Passage Realty, Inc. was not automatically terminated on June 2,
2014.  The deadline for the assumption of a nonresidential real
property lease is satisfied upon the trustee filing a motion to
assume the lease.  Simbaki filed its motion to assume the Passage
lease prior to the statutory deadline.

A copy of the Court's October 14, 2014 Memorandum Opinion is
available at http://bit.ly/1x4DTILfrom Leagle.com.

Simbaki, Ltd. owns two restaurants in the Houston area that
operate out of leased facilities.  Simbaki leases space from
Passage for use by one of the restaurants.

Simbaki -- dba Berryhill Baja Grill, and Berryhill Baja Grill &
Cantina -- filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case
No. 13-36878) on November 4, 2013, listing under $1 million in
both assets and liabilities.  A copy of the petition is available
at http://bankrupt.com/misc/txsb13-36878.pdf Simbaki is
represented by Calvin C. Braun, Esq., at Orlando & Braun, LLP, as
counsel.


SKANDIA FAMILY: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Skandia Family Center, Inc.
           dba Scandia Family Fun Center
        4300 Central Place
        Fairfield, CA 94534

Case No.: 14-30870

Chapter 11 Petition Date: November 1, 2014

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Robert S. Bardwil

Debtor's Counsel: Matthew R. Eason, Esq.
                  EASON & TAMBORNINI, A LAW CORPORATION
                  1819 K St #200
                  Sacramento, CA 95811
                  Tel: 916-438-1819
                  Email: matthew@capcitylaw.com

Total Assets: $337,101

Total Liabilities: $3.24 million

The petition was signed by Finn Jensen, vice president.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb14-30870.pdf


STANDARD PACIFIC: Fitch Rates 300MM Sr. Notes Offering 'B+/RR4'
---------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to Standard Pacific
Corp.'s (NYSE: SPF) proposed offering of $300 million principal
amount of senior unsecured notes. The company expects that the
notes will have a 10-year maturity. SPF intends to use the net
proceeds of the notes offering for general corporate purposes,
which may include land acquisition and development, home
construction, repurchases of the company's common stock and other
related purposes.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The rating for SPF 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 and the company's somewhat aggressive
land strategy. The company's liquidity position has also weakened
over the past year as the company continues to increase land and
development spending.

The Stable Outlook takes into account Fitch's expectation of a
continued moderate recovery for the housing sector for the
remainder of 2014 and in 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 January-
September year-to-date (YTD) period.

To reflect the subpar spring selling season, as well as the
inconsistent order and production trends characteristic of the
months that have followed, 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 Sept. 30,
2014 was 3.9x compared with 4.9x at the end of 2013 and 8.2x at
the end of 2012. EBITDA to interest coverage was 3.1x for the
Sept. 30, 2014 LTM period compared with 2.7x at year-end 2013 and
1.3x at the conclusion of 2012. Fitch expects SPF's leverage will
increase moderately as a result of the proposed offering. SPF's
leverage is projected to be between 4.25x and 4.75x while interest
coverage is expected to settle at around 3.0x at the end of 2014.

SPF's HOMEBUILDING OPERATIONS

SPF reported stronger revenues so far this year. Homebuilding
revenues increased 26.7% for the first nine months of 2014 as home
deliveries grew 6.8% and the average sales price advanced 18.3%
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 290 basis points
(bps) to 26.3% compared with 23.4% during the first nine months of
2013.

On the other hand, new home orders have been weak so far in 2014.
New home orders fell 0.8% for the first nine months of the year,
although orders for the third quarter of 2014 were 4% higher year-
over-year (YOY) as the company's community count increased 10%
compared with the third quarter of 2013. SPF ended the 2014 third
quarter with 2,208 homes in backlog (up 2% YOY) with a value of
$1.126 billion (up 16.8% YOY).

LIQUIDITY

The company's liquidity position has weakened somewhat relative to
the end of 2013 as the company continues to increase land and
development spending. As of Sept. 30, 2014, SPF had unrestricted
cash of $15.3 million and no borrowings under its $450 million
revolving credit facility that matures in July 2018. By
comparison, the company had $355.5 million of unrestricted cash
and no borrowings under its $470 million credit facility as of
Dec. 31, 2013. Fitch expects SPF will have continued access to its
revolver as the company currently has sufficient room under the
financial covenants of the credit facility.

The proposed $300 million debt offering will enhance the company's
liquidity position. The company's debt maturities are well-
laddered, with no major debt maturities until 2016, when $280
million of senior notes become due.

LAND STRATEGY

SPF is focused on growing its operations by investing in new
communities, particularly in land-constrained markets. Total lots
controlled increased 1.9% YOY and 1% compared with the previous
quarter. As of Sept. 30, 2014, the company controlled 36,307 lots,
of which 79.7% were owned and the remaining lots controlled
through options and JV partnerships. Based on LTM closings, SPF
controlled 7.5 years of land and owned roughly 6.0 years of land.

The company spent $687 million on land and development ($414
million for land and $273 million for development) during the
first nine months of 2014 compared with $592 million ($377 million
for land and $215 million for development) expended during the
same period in 2013. SPF expects total land and development
spending will be approximately $1 billion during 2014 and is
targeting between $800 million and $1.2 billion during 2015. This
compares with $808 spent during 2013 ($494 million for land and
$314 million for development), $711 million during 2012, $437
million during 2011, $396 million in 2010 and $158 million during
2009.

Fitch is relatively comfortable with this strategy given the
company's adequate liquidity position, well-laddered debt maturity
schedule and management's demonstrated ability to manage its
spending. Fitch expects management will pull back on spending if
the recovery in housing stalls or dissipates.

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 liquidity position.

Positive rating actions may be considered if the recovery in
housing is maintained and is meaningfully better than Fitch's
current outlook, SPF shows continuous and sustained improvement in
credit metrics (particularly debt-to-EBITDA approaching 4x and
interest coverage exceeding 4x), and preserves a healthy liquidity
position.

A negative rating action could be triggered if the industry
recovery dissipates; SPF's 2015 revenues drop high-teens while the
EBITDA margins decline below 15%; leverage exceeds 8x and SPF's
liquidity position falls sharply, perhaps below $200 million.

Fitch currently rates SPF as follows:

-- Long-term Issuer Default Rating (IDR) 'B+';
-- Senior unsecured notes 'B+/RR4';
-- Unsecured revolving credit facility 'B+/RR4'.

The Rating Outlook is Stable.

The 'RR4' Recovery Rating (RR) on the company's unsecured debt
indicates average recovery prospects for holders of these debt
issues. Standard Pacific's exposure to claims made pursuant to
performance bonds and joint venture debt 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 debt holders. Fitch applied a going concern
valuation analysis for these RRs.


STANDARD PACIFIC: S&P Rates $300MM Sr. Unsecured Notes 'B+'
-----------------------------------------------------------
Standard & Poor's Ratings Services issued its 'B+' issue-level
rating and '3' recovery rating to Standard Pacific Corp.'s
proposed offering of $300 million senior unsecured notes due 2024.
The '3' recovery rating indicates S&P's expectation for a
meaningful recovery (50% to 70%) in the event of default.  The
existing corporate credit rating of 'B+' and positive outlook for
Standard Pacific are unchanged.

The company plans to use proceeds from the offering for general
corporate purposes, with proceeds to initially bolster
unrestricted cash holdings and ultimately fund land acquisition
and development spending for future community openings.  The
proposed debt increase will also move the company further from
reaching S&P's previously stated leverage targets, with debt to
EBITDA increasing to 4.6x at year-end 2014, by S&P's projections.
S&P's prior forecast of debt to EBITDA reaching 4x will be delayed
until year-end 2015.

S&P's 'B+' ratings on Standard Pacific are unchanged and continue
to reflect the company's "fair" business risk profile, given the
builder's long land position in many of the strongest U.S. housing
markets and its above-average profitability versus peers, balanced
against the relative geographic concentration from generating
close to one-half of revenue in California.  The company's
aggressive strategy to acquire and develop much of its own land on
balance sheet boosts reported margins, but also increases the risk
inherent in the business.

Standard Pacific's "aggressive" financial risk profile
incorporates S&P's expectation that debt to EBITDA will remain in
the mid-4x range over the next several quarters.  While the
proposed note offering will temporarily increase leverage, S&P
acknowledges the company's improved liquidity from the cash raised
as well as the fully available $450 million unsecured revolver
that was amended in July 2014.  Debt maturities also appear
manageable over the next two years and well-staggered beyond.

"The positive outlook reflects our view that the U.S. single-
family housing recovery will continue at a moderate pace and that
Standard Pacific's credit measures will improve resulting from
stronger profitability from industry-leading homebuilding margins.
The company's strategy to expand its platform of active
communities should continue to benefit operating leverage and
position the company well to participate in the housing recovery,
in S&P's opinion.  S&P would consider raising the rating by one
notch if the company can reduce leverage such that debt to EBITDA
is sustained near 4x and debt to capital reaches the low-50% range
while maintaining adequate liquidity.  S&P would consider revising
the outlook to stable if the housing recovery slows such that
growth deviates materially from S&P's forecast, or if additional
debt issuance or potential share repurchase activity increases
leverage above S&P's projections.

RATINGS LIST

Standard Pacific Corp.
Corp credit rating                           B+/Positive/--

New Rating
Standard Pacific Corp.
  $300 mil proposed sr unsecd nts due 2024    B+
   Recovery rating                            3


SUN BELT COMMODITIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Sun Belt Commodities, Inc.
        4802 Gulf Freeway
        Houston, TX 77023

Case No.: 14-36113

Chapter 11 Petition Date: November 3, 2014

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

Judge: Hon. Marvin Isgur

Debtor's Counsel: Peter Johnson, Esq.
                  LAW OFFICES OF PETER JOHNSON
                  Eleven Greenway Plaza, Suite 2820
                  Houston, TX 77046
                  Tel: 713-961-1200
                  Fax: None
                  Email: pjohnson@pjlaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by James Lai, president.

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


THOMAS JEFFERSON: Renegotiates Debt with Creditors
--------------------------------------------------
Steven Davidoff Solomon, writing for The New York Times' DealBook,
reported that Thomas Jefferson School of Law has said it would
survive after it renegotiated its debt with creditors.  According
to the report, under the deal, Thomas Jefferson handed over its
only significant asset -- a new building -- to creditors.  In
addition, Thomas Jefferson's debt was written down to $40 million
from $127 million and the interest rate reduced to 2 percent, the
report related.

As previously reported by The Troubled Company Reporter, citing
The Wall Street Journal, Thomas Jefferson said it failed to meet
its entire debt obligations in June, but that an agreement with
creditors stalls doomsday at least until Oct. 17, while requiring
it to come up with another $2 million.

                           *     *     *

The Troubled Company Reporter, on Sept. 23, 2014, reported that
Standard & Poor's Ratings Services lowered its long-term rating to
'CC' from 'B+' on the California Statewide Communities Development
Authority's series 2008A tax-exempt revenue bonds and series 2008B
taxable revenue bonds issued for Thomas Jefferson School of Law
(TJSL).  At the same time, Standard & Poor's placed the rating on
CreditWatch with negative implications.

"The rating action reflects our view of TJSL's failure to make
payments in full to the trustee of its June 26 loan payment, which
secures the series 2008 bonds, and our anticipation that it will
not make its Sept. 26 loan payment in full either," said Standard
& Poor's credit analyst Carlotta Mills.  S&P understands the
school has made partial payments toward debt service, though it
was unable to confirm from the trustee or the school if the debt
service reserve has been drawn upon to pay bondholders.


TMT GROUP: Controversial Opinion on Lending Won't Be Reargued
-------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that a three-judge panel in the U.S. Court of
Appeals for the Fifth Circuit turned down TMT Group's request for
a rehearing of a September ruling, which held that a lender with
knowledge of a claim against collateral isn't acting in "good
faith" and thus can't complain if the bankruptcy court's order
authorizing the loan is set aside on appeal.

The appeal in the circuit court is Vantage Drilling Co. v. TMT
Procurement Corp. (In re TMT Procurement Corp.), 13-20622, U.S.
Court of Appeals for the Fifth Circuit (New Orleans).

                           About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from 27,000
dead weight tons (dwt) to 320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT filed a lawsuit in U.S. bankruptcy court aimed at forcing
creditors to release the vessels so they can return to generating
income.

TMT has tapped attorneys from Bracewell & Giuliani LLP as
bankruptcy counsel and AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.


TRUMP ENTERTAINMENT: Amends Icahn-Sponsored Reorganization Plan
---------------------------------------------------------------
Trump Entertainment Resorts, Inc., et al., amended their joint
plan of reorganization to provide that first lien lenders led by
Carl Icahn's Icahn Partners LP and affiliated funds will fully
equitize the Debtors' existing senior secured debt and to provide
(i) subject to certain conditions, $100 million in new-money exit
financing in the form of a New Term Loan, or (ii) in the event the
conditions are incapable of being satisfied, $15 million in new-
money exit financing in the form of a New Term Loan.

Upon confirmation of the Plan and satisfaction of the conditions
contained in the Plan, the holders of Allowed First Lien Credit
Agreement will receive, in the aggregate, 100% of the shares of
the New Common Stock to be issued by Reorganized TER on a fully
diluted basis.

The Plan also contains a toggle feature, so that in the event the
conditions of the Plan are incapable of being satisfied, then the
Taj Mahal would close, in which case the First Lien Lenders have
agreed in principle, subject to confirmation of the Plan and the
satisfaction of waiver of the terms and conditions to both
confirmation and effectiveness of the Plan, to receive the new
equity of the reorganized TER and, through a toggle feature
embedded within the New Term Loan, provide $15 million to pay
administrative and priority claims.

Confirmation of the Plan is subject to the satisfaction or waiver
of each of the following conditions:

   (i) to the extent the Trump Taj Mahal Casino Resort hotel and
       casino complex will remain open, satisfaction or waiver of
       each of the following:

          (1) the New Term Loan Commitment Letter having been
              executed and delivered, and any conditions contained
              in the New Term Loan Commitment Letter having been
              satisfied or waived in accordance therewith and the
              New Term Loan Commitment Letter having not been
              terminated;

          (2) the Debtors having ceased any obligation to
              contribute to and withdrawn from the National
              Retirement Fund with respect to those employees of
              Trump Taj Mahal Associates, LLC, that are members of
              Local 54 ? UNITE HERE;

          (3) the Debtors having received commitments from one or
              more of the City of Atlantic City, Atlantic County,
              the State of New Jersey or any agency, authority or
              quasi-governmental agency or instrumentality of any
              of the agencies to provide a total of $175 million
              in financial support to the Reorganized Debtors
              during the five-year period immediately following
              consummation of the Plan, with a minimum of $55
              million of the financial support to be received by
              the Debtors or the Reorganized Debtors in
              conjunction with consummation of the Plan upon terms
              and conditions that are acceptable to the Consenting
              First Lien Lenders;

          (4) the Consenting First Lien Lenders having determined
              in their sole discretion that the consummation of
              the Plan would not result in any contingent, multi
              employer pension liability being assumed or imposed
              upon the Reorganized Debtors in excess of an amount
              satisfactory to the Consenting First Lien Lenders in
              their sole discretion;

          (5) the Bankruptcy Court having entered the CBA Order;
              and

          (6) the Cash Collateral Order will be in full force and
              effect in accordance with its terms and no Event of
              Default will have occurred and be continuing, unless
              otherwise waived by the Consenting First Lien
              Lenders.

   (ii) to the extent each of the above conditions are not
        satisfied or waived as of the Confirmation Hearing,
        satisfaction or waiver of each of the following:

          (1) the closure of the Trump Taj Mahal Casino Resort
              hotel and casino complex;

          (2) the Consenting First Lien Lenders having determined
              in their sole discretion that the consummation of
              the Plan would not result in any contingent, multi
              employer pension liability being assumed or imposed
              upon the Reorganized Debtors in excess of an amount
              satisfactory to the Consenting First Lien Lenders in
              their sole discretion; and

          (3) the New Term Loan Commitment Letter having been
              executed and delivered, and any conditions contained
              in the New Term Loan Commitment Letter having been
              satisfied or waived in accordance therewith and the
              New Term Loan Commitment Letter having not been
              terminated.

Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Donald Trump and a New Jersey law firm
objected to approval of the Debtors' Disclosure Statement, saying
the Debtors are "deliberately coy" about whether they intend to
sell assets "unbranded" or with continued use of his name.
According to Bloomberg, Mr. Trump also criticized the disclosure
statement for not explaining the risks if his name can no longer
be used.

Law firm Levine Sklar Chan & Brown PA, which asserts a $1.25
million secured claim resulting from victories in reducing the
casinos' tax assessments, complained that the disclosure statement
doesn't properly address how that claim will be paid, the
Bloomberg report said.

A full-text copy of the Amended Disclosure Statement dated Nov. 3,
2014, is available at http://bankrupt.com/misc/TRUMPds1103.pdf

                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.


TRUMP ENTERTAINMENT: Creditors Call Plan a 'Charade'
----------------------------------------------------
Sara Randazzo, writing for Daily Bankruptcy Review, reported that
unsecured creditors are balking at Trump Entertainment Resorts
Inc.'s proposed bankruptcy-exit plan, calling it a "charade" and a
power play by Carl Icahn to preserve hundreds of millions of
dollars in tax credits for his benefit.

The DBR noted that Trump Entertainment has said the only vote for
its plan that matters is that of Mr. Icahn, the billionaire
activist investor who controls the secured debt of the Atlantic
City, N.J., boardwalk gambling operation.

                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.


TWEETER HOME: Amended Liquidation Plan Declared Effective Oct. 31
-----------------------------------------------------------------
TWTR Inc. fka Tweeter Home Entertainment Group Inc. and its
debtor-affiliates informed the Hon. Peter J. Walsh of the U.S.
Bankruptcy Court for the District of Delaware that their first
amended joint plan of liquidation became effective as of Oct. 31,
2014.

As reported in the Troubled Company Reporter on Oct. 27, 2014,
the First Amended Plan provides that in the event there is
insufficient cash in the professional fee reserve to pay all
allowed professional fee claims, then available cash will be
deposited into the professional fee reserve in an amount to
satisfy all allowed professional fee claims in full.

The First Amended Plan also provides that the Trust Advisory Board
will have the right to: (a) retain attorneys or other
professionals, the reasonable fees and expenses of which will be
paid by the Liquidating Trustee, upon the submission of invoices,
without the need for an application or further order of the
Bankruptcy Court; (b) consult with the Liquidating Trustee with
respect to the timing and amount of Distributions; (c) consult
with the Liquidating Trustee with respect to the compromise,
settlement, or objection to Claims filed against the Debtors, and
file objections to such Claims; (d) review and approve any
proposed abandonment or sale of assets by the Debtors, in each
instance where the amount in controversy exceeds $50,000; and (e)
perform additional functions as may be agreed to by the
Liquidating Trustee, provided in the Confirmation Order, provided
in the Liquidating Trust Agreement, or provided for by order of
the Bankruptcy Court entered after the Effective Date.

A black-lined version of the First Amended Plan is available
at http://bankrupt.com/misc/TWTRds0818.pdf

                          About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- sold mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.

Tweeter Home Entertainment Group filed with the U.S. Bankruptcy
Court a Chapter 11 Plan of Liquidation and related Disclosure
Statement in October of 2012.


TWEETER HOME: Names Initial Members to Trust Advisory Board
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of TWTR Inc. fka
Tweeter Home Entertainment Group Inc. and its debtor-affiliates
identified the initial members of the Trust Advisory Board:

  -- Polk Audio, Inc.
  -- Simon Property Group, Inc.
  -- Ryder Truck Rental, Inc.
  -- The Quest Group
  -- OmniMount Systems, Inc.
  -- J.L. Audio, Inc.

                          About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- sold mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represented the Debtors.  Kurtzman Carson Consultants LLC acted as
the Debtors' claims and noticing agent.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represented the
Official Committee of Unsecured Creditors.

As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and
total debts of $190,417,285.

Tweeter Home Entertainment Group filed with the U.S. Bankruptcy
Court a Chapter 11 Plan of Liquidation and related Disclosure
Statement in October of 2012.


UNITEK GLOBAL: Files Chapter 11 Bankruptcy Petition
---------------------------------------------------
UniTek Global Services, Inc., a provider of permanently outsourced
infrastructure services to the telecommunications, broadband
cable, wireless, transportation, public safety and satellite
television industries, on Nov. 3 disclosed that it has received
the support of all of its Lenders, including among others
affiliates of Littlejohn & Co. and New Mountain Capital,
collectively representing 100% of its secured debt for its
previously announced prepackaged Restructuring Plan.  After a
solicitation process, the Company obtained votes in favor of the
Plan from all members of all three classes entitled to vote.  With
this committed support, as well as the support of the parties,
including DIRECTV, to the previously announced plan support
agreement, on Nov. 3 the Company and its subsidiaries filed
voluntary petitions for Chapter 11 protection with the U.S.
Bankruptcy Court for the District of Delaware.

During the bankruptcy proceedings, the Company expects to operate
its business in the ordinary course, without disruption to its
customers, vendors or employees.  The terms of the Restructuring
Plan provide for a substantial reduction of secured debt through a
debt-for-equity "swap" in which over 40% of the existing term debt
will be exchanged for equity in the Company, as well as a
substantial reduction in cash interest rate.  In addition, the
Lenders have agreed to advance up to $43 million of new capital to
support the Company's recapitalization.  All valid unsecured
creditors' claims on UniTek and its subsidiaries will be assumed
in the ordinary course of business and unimpaired.

The Company is requesting Bankruptcy Court approval of its
Restructuring Plan as quickly as possible.  In the filing, the
Company plans to request a hearing in early December to approve
the Plan and to set an expedited schedule for the Company's
emergence from Chapter 11.

                   About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

UniTek Global reported a net loss of $52.07 million on $471.93
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss of $77.73 million on $437.59 million of revenues
in 2012.

The Company's balance sheet at March 29, 2014, showed $249.60
million in total assets, $257.33 million in total liabilities and
a $7.72 million total stockholders' deficit.

                        Bankruptcy Warning

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in its annual report for the
year ended Dec. 31, 2013.

                           *     *     *

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.

The TCR reported on Oct. 10, 2014, that Moody's Investors Service
downgraded UniTek Global Services, Inc.'s corporate family rating
to Ca.  The Ca corporate family rating reflects Moody's view that
the forbearance agreement entered into with UniTek's lenders on
August 8th would be considered a default under Moody's definition.


VISION INDUSTRIES: Anticipates Substantial DIP Financing
--------------------------------------------------------
Bryan Crowe at Microcap Daily reports that Vision Industries Corp.
anticipates that it will secure substantial post-petition DIP
financing pursuant to ongoing talks with several potential
investors, which would then allow it to propose a Chapter 11 plan
of reorganization.

Microcap Daily relates that the Debtor expects a substantial loan
or a capital infusion will allow it to have its Chapter 11 plan of
reorganization confirmed.  The Debtor, according to the report,
planned to secure the financing by the end of October 2014 to at
least remain current on lease payments to its landlord, compensate
court-approved professionals associated with its bankruptcy case,
and obtain an order confirming the Chapter 11 plan.

Microcap Daily states that the Debtor will consider a sale of its
assets to pay creditors if it fails to obtain the financing.

                       About Vision Industries

Long Beach, Cal.-based Vision Industries Corp. focuses its
efforts in building Class 8 fuel cell electric vehicles (FCEV)
used in drayage transportation.

Vision Industries Corp. filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 14-28225) on Sept. 24, 2014.  The
petition was signed by Jerome Torresyap as president/COO.  The
Debtor disclosed total assets of $1.34 million and total
liabilities of $3.18 million.  Marshack Hays LLP serves as the
Debtor's counsel.  The case is assigned to Judge Robert N. Kwan.


WEDCO MANUFACTURING: SBA Held in Contempt for Violating Stay
------------------------------------------------------------
Bankruptcy Judge Peter J. McNiff in Wyoming granted the request of
Wedco Manufacturing, Inc. to hold the United States Small Business
Administration in contempt for violating the automatic stay under
?362(a)(6), "for collect[ing]. .. or recover[ing] a claim against
the debtor that arose before the commencement of the case".  The
Court, however, declined to rule on the Debtor's request for award
of attorney fees and costs under 11 U.S.C. Sec. 362(k)(1).  The
Court will set the issue of damages for a hearing and consider
mitigating factors.

SBA argues: (1) Wedco failed to properly serve SBA with a notice
of the bankruptcy filing; (2) the Notice sent to Wedco was
inadvertent due to a computer error and not willful; (3) as Wedco
is a corporation, not an individual, it is not entitled to relief
under Sec. 362(k)(1); (4) punitive damages are not available
against SBA under Sec. 106(a)(3); (5) SBA promptly cured the error
upon receiving notice; and (6) Wedco did not incur any actual
damages.

A copy of the Court's Oct. 31, 2014 Opinion is available at
http://bit.ly/1rW9iHNfrom Leagle.com.

                    About Wedco Manufacturing

Jackson, Wyoming-based Wedco Manufacturing Inc. filed a Chapter 11
petition (Bankr. D. Wyo. Case No. 12-21003) on Oct. 3, 2012.
Judge Peter J. McNiff presides over the case.  Stephen R. Winship,
Esq., at Winship & Winship, PC, serves as the Debtor's counsel.
It scheduled assets of $4,908,812 and liabilities of $2,411,878.
The petition was signed by Marjorie Mathiesen, president.


WILLIAM PRIOR: Court Tosses Lawsuit Against Tri Counties Bank
-------------------------------------------------------------
Bankruptcy Judge Thomas C. Holman ruled that all claims for relief
in the plaintiff debtor's complaint, WILLIAM V. PRIOR, Plaintiff.
v. TRI COUNTIES BANK, et al., Defendants. FEDERAL DEPOSIT
INSURANCE CORPORATION, Plaintiff-in-Intervention, v. WILLIAM V.
PRIOR, Defendant-in-Intervention, Adv. Proc. No. 13-2288-B DCN
(Bankr. E.D. Cal.), are dismissed without leave to amend based on
the court's lack of subject matter jurisdiction under Fed. R. Civ.
P. 12(b)(1).  A copy of the Court's Oct. 31, 2014 Memorandum
Decision is available at http://bit.ly/1x2OQKBfrom Leagle.com.

William V. Prior filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 13-30690) on August 14, 2013.  He and his wife, Lynair
Prior, acquired real property located at 750, 760, 770 and 780
Lincoln Way, Auburn, California.  William filed for bankruptcy to
stave off foreclosure attempts.


* Junk Default Rates Remain Near Historic Lows
----------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, citing Moody's Investors Service, reported that the default
rate on junk-rated U.S. companies declined 0.2 percentage points
in the third quarter to 1.7 percent.

According to the report, lawyers who make a living in Chapter 11
are failing to profit from the few defaults there are, Moody's
said, because three of the four defaults in the third quarter were
so-called distressed exchanges.


* S&P Withdraws Unsolicited pi Ratings on North American Insurers
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its unsolicited public
information (pi) long-term counterparty credit and financial
strength ratings on insurance companies in North America.  At the
same time, S&P withdrew the first tranche of pi ratings in Europe,
the Middle East, and Africa.  As S&P announced on Oct. 15, it
plans to withdraw all such ratings by year-end 2014.

"We are withdrawing pi ratings on insurance companies due to a
lack of market interest in the insurance pi rating product," said
Standard & Poor's credit analyst Laline Carvalho.

Pi ratings are unsolicited ratings based solely on S&P's analysis
of publicly available information.  S&P currently publishes pi
ratings on selected insurers in EMEA and North America.  S&P's pi
ratings generally do not bear plus (+) or minus (-) modifiers.

RATINGS LIST

Ratings Affirmed, Withdrawn                    To            From
Amica Mutual Insurance Co.
Auto Club Family Insurance Co.
Automobile Club Inter-Insurance Exchange
Interinsurance Exchange of the Automobile Club
AAA Mid-Atlantic Insurance Co.
AAA Mid-Atlantic Insurance Co. of NJ
AAA Northern California, Nevada & Utah Insurance Exchange
ACA Insurance Co.
Keystone Insurance Co.
Western United Insurance Co.
Erie Insurance Co.
Erie Insurance Co. of New York
Erie Insurance Exchange
Erie Insurance Property & Casualty Co.
Flagship City Insurance Co.
Federated Mutual Insurance Co.
Federated Service Insurance Co.
American Select Insurance Co.
Westfield Insurance Co.
Westfield National Insurance Co.
Auto-Owners Insurance Co.
Auto-Owners Life Insurance Co.
Trustmark Insurance Co.
Trustmark Life Insurance Co.
Country Life Insurance Co.
Erie Family Life Insurance Co.
Southern Farm Bureau Life Insurance Co.
                                                NR            Api

Arbella Mutual Insurance Co.
Arbella Protection Insurance Co. Inc.
Country Mutual Insurance Co.
Holyoke Mutual Insurance Co. in Salem
Middlesex Mutual Assurance Co.
Dakota Fire Insurance Co.
EMC Property & Casualty Insurance Co.
EMC Reinsurance Co.
Emcasco Insurance Co.
Employers Mutual Casualty Co.
Hamilton Mutual Insurance Co. of Cincinnati
Illinois Emcasco Insurance Co.
Union Insurance Co. of Providence
Farm Bureau Property & Casualty Insurance Co.
Grange Indemnity Insurance Co.
Grange Mutual Casualty Co.
Motorists Commercial Mutual Insurance Co. (The)
Motorists Mutual Insurance Co.
NGM Insurance Co.
Kentucky Farm Bureau Mutual Insurance Co.
New Jersey Manufacturers Insurance Co.
North Carolina Farm Bureau Mutual Insurance Co.
Dairyland Insurance Co.
Middlesex Insurance Co.
Sentry Casualty Co.
Sentry Insurance a Mutual Co.
Sentry Select Insurance Co.
Shelter General Insurance Co.
Shelter Mutual Insurance Co.
Shelter Reinsurance Co.
Florida Farm Bureau Casualty Insurance Co.
Mississippi Farm Bureau Casualty Insurance Co.
Southern Farm Bureau Casualty Insurance Co.
Tennessee Farmers Assurance Co.
Tennessee Farmers Mutual Insurance Co.
Texas Farm Bureau Casualty Insurance Co.
Texas Farm Bureau Mutual Insurance Co.
United Fire & Casualty Co.
Founders Insurance Co.
Graphic Arts Mutual Insurance Co.
Republic-Franklin Insurance Co.
Utica Mutual Insurance Co.
Utica National Assurance Co.
Utica National Insurance Co. of TX
West Bend Mutual Insurance Co.
AAA Life Insurance Co.
American Fidelity Assurance Co.
American Republic Insurance Co.
Central States Health & Life Co. of Omaha
Farm Bureau Life Insurance Co. of MI
Fidelity Security Life Insurance Co.
First Investors Life Insurance Co.
Gerber Life Insurance Co.
Government Personnel Mutual Life Insurance Co.
Homesteaders Life Co.
Lincoln Heritage Life Insurance Co.
Motorists Life Insurance Co.
National Guardian Life Insurance Co.
Pekin Life Insurance Co.
Shelter Life Insurance Co.
Standard Security Life Insurance Co. of NY
Tennessee Farmers Life Insurance Co.
United Farm Family Life Insurance Co.
                                               NR            BBBpi

Accident Fund Insurance Co. of America
United Wisconsin Insurance Co.
Alfa Mutual Fire Insurance Co.
Auto Club Group Insurance Co.
Auto Club Insurance Assoc.
MemberSelect Insurance Co.
Alfa Mutual Insurance Co.
Century Surety Co.
Savers Property & Casualty Insurance Co.
Star Insurance Co.
High Point Preferred Insurance Co.
Palisades Safety & Insurance Assoc.
Union Labor Life Insurance Co.
American Public Life Insurance Co.
Auto Club Life Insurance Co.
Grange Life Insurance Co.
Guarantee Trust Life Insurance Co.
Madison National Life Insurance Co. Inc.
Tower Life Insurance Co.
WEA Insurance Corp.
Vantis Life Insurance Co.
                                              NR            BBpi

Castlepoint Insurance Co.
CastlePoint National Insurance Co.
Tower Insurance Co. of New York
Deseret Mutual Insurance Co.
Equitable Life & Casualty Insurance Co.
New Era Life Insurance Co.
New Era Life Insurance Co. of the Midwest
                                               NR            Bpi

Ratings Lowered                                To            From
Affiliated FM Insurance Co.
Appalachian Insurance Co.
Factory Mutual Insurance Co.
American Family Mutual Insurance Co.
Home-Owners Insurance Co.
Owners Insurance Co.
Property-Owners Insurance Co.
Southern-Owners Insurance Co.
Safety Indemnity Insurance Co.
Safety Insurance Co.
Federated Life Insurance Co.
Sentry Life Insurance Co.
Sentry Life Insurance Co. of NY
                                               BBpi         Api

Ratings Withdrawn                               To            From
Affiliated FM Insurance Co.
Appalachian Insurance Co.
Factory Mutual Insurance Co.
American Family Mutual Insurance Co.
Home-Owners Insurance Co.
Owners Insurance Co.
Property-Owners Insurance Co.
Southern-Owners Insurance Co.
Safety Indemnity Insurance Co.
Safety Insurance Co.
Federated Life Insurance Co.
Sentry Life Insurance Co.
Sentry Life Insurance Co. of NY
                                               NR            BBBpi


* Lori Winkelman Is Appellate Lawyer Rep in Court of Appeals
------------------------------------------------------------
John McLean at The Arizona Republic reports that Lori Winkelman,
Esq., a partner at Quarles & Brady LLP, has been selected as an
Appellate Lawyer Representative in the U.S. Court of Appeals for
the Ninth Circuit to serve a three-year term.  According to The
Republic, Ms. Winkelman will continue her practice in the
bankruptcy and creditors rights group, where she focuses in
bankruptcy law, representing clients in Chapter 11 cases.

Ms. Winkelman can be reached at at Quarles & Brady's Phoenix
office at:

         Quarles & Brady LLP
         One Renaissance Square
         Two North Central Avenue
         Phoenix, Arizona 85004
         Map & Directions
         Tel: (602) 229-5452
              (520) 770-8726
         E-mail: lori.winkelman@quarles.com


* John Harms Joins Huron Business Advisory
------------------------------------------
John Harms has joined Huron Business Advisory.

Mr. Harms has more than 25 years' experience in operational
improvement, business strategy, post-merger integration, process
excellence/re-engineering, and supply chain management consulting.
A strategy and transformation leader, he has profound experience
in developing and executing strategic growth and transforming
businesses in various industries including manufacturing (e.g.
aerospace/aircraft, automotive, etc.), electronics, technology,
retail, and consumer products.  Throughout his career, Mr. Harms
has led multiple engagements, created high performing teams, and
achieved high client satisfaction to both Fortune 500 & Middle
Market Clients.

Within Huron, Mr. Harms will focus largely on Operational
Improvement, with particular emphasis on Strategic and Operational
Planning, Business and Organizational Alignment, Revenue
Enhancement, SG&A Efficiency, and Supply Chain Optimization.
Further, Mr. Harms will leverage his experience to provide value
in areas such as Capital Advisory (e.g. Strategic Alternatives
Review, and M&A Advisory) and Transaction Advisory Services (e.g.
Post-Merger Integration, Mergers and Integration Review, and
Business Assessment).


* LeClairRyan Tops bestattorneysonline.com's November Ranking
-------------------------------------------------------------
LeClairRyan snagged the top spot in bestattorneysonline.com's 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.
bestattorneysonline.com, an online producer of independent reviews
and ratings, analyzes debt legal firms by taking a meticulous look
at key strengths and competitive advantages of competing legal
firms.  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.  Ratings
are separated based on the type of firm being provided.

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.

The rankings of the best bankruptcy and debt legal firms for
November 2014 can be viewed at http://is.gd/vlgbgK



* Martindale-Hubble Names Matt Derstine in 2014 Top List
--------------------------------------------------------
Martindale-Hubble has named Matt Derstine, Esq., bankruptcy
litigation, creditors' rights, commercial litigation and public
utilities attorney at Roshka DeWulf & Patten, in its Top AV Rated
Lawyers of 2014, John McLean at The Arizona Republic reports.

Martindale-Hubble also included Roshka DeWulf attorneys Paul
Roshka, Esq., John DeWulf, Esq., Michael Patten, Esq., and Matt
Derstine, Esq., in the list, The Republic relates.  The report
adds that Jennifer A. Stevens, Esq., at Roshka DeWulf, earned
Martindale-Hubbell's Peer Review Rating in securities and
commercial litigation.

Mr. Derstine can be reached at:

         ROSHKA DEWULF & PATTEN
         One Arizona Center
         400 East Van Buren Street, Suite 800
         Phoenix, Arizona 85004
         Tel: (602) 256-6100
         E-mail: mderstine@rdp-law.com



                             *********

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 ***